Document

Exhibit 10.38

Short-Term Incentive Plan – Effective 11/17/2020


1.Overview


The Board of Directors of GP Strategies Corporation adopted this Short-Term Incentive Plan (“STIP”) on November 17, 2020. This STIP supersedes the short-term incentive plan approved by the Board on August 8, 2018.


This STIP provides for specific bonus opportunities for all eligible Director level positions and above of GP Strategies Corporation and its subsidiaries (the “Company”). The Company may amend, supplement or terminate this STIP at any time by action of the Compensation Committee of the Board of Directors. 


2.Overall Objectives 


The Company is adopting this STIP to:


(1) build a strong, uniform performance-based culture across the Company;


(2) support and reward the achievement of Company and, in some cases, individual results that help the Company reach key goals;


(3) provide significant rewards for exceeding established objectives;


(4) provide a market-competitive compensation opportunity; and


(5) assist in attracting and retaining talent critical to the Company’s success.


3.Eligible Employees


Any Director level position (as defined in the Company’s Oracle ERP/HCM system) or higher level position of the Company (or any other employee of the Company designated by the Compensation Committee) who: (1) works a minimum of 1500 hours during the applicable STIP year and (2) does not participate in any other short-term incentive compensation plan (including one provided in the employee’s employment agreement) or a sales commission plan (unless otherwise decided in accordance with the STIP); is eligible to participate in this STIP (any such person, a “Participant”). For employees who are not covered by the Company’s Oracle ERP/HCM system, eligibility will be decided by the CEO. For employees who participate in a sales commission program (or similar program where the employee receives additional compensation based on a percentage of or some other amount of orders or sales), eligibility will be decided by the CEO or his designee. Additionally, subject to compliance with local law and to the terms of any individual’s employment agreement with the Company, the Company may make the signing by the individual of a reasonable non-competition and/or non-solicitation agreement a condition to an individual’s participation in the STIP.


4.General Structure of the STIP


Under this STIP, each Participant is assigned to one of four categories (see “STIP Categories” below), which will determine the Participant’s target bonus (see “STIP Opportunities” below). Participants may earn a percentage of the target bonus (up to 150% in the discretion of the Compensation Committee), which is determined by the Company’s achievement on a combination of performance measures and, for Categories 3, 4 and 5, the Participant’s achievement on individual performance measures, which will be weighted for purposes of bonus calculations (see “Performance Measures and Weighting” below). The objectives for the Company and individual performance measures will be set annually (see “Establishing Annual Performance Objectives” below). The Compensation Committee will determine the percentage of each Participant’s target bonus that is earned at various thresholds of achievement. The Company will not make any awards under this STIP unless the Company achieves a minimum threshold of performance and awards may be limited by the level of Company performance (see “Calculation of STIP Awards” below”). 
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5.STIP Categories


The Participants are divided into the following categories:


•Category 1:    CEO and any Executive Vice President of the Company.
•Category 2:    Senior Vice Presidents of the Company.
•Category 3:    Vice Presidents of the Company.
•Category 4:    Senior Directors of the Company. 
•Category 5:    Directors of the Company


The Compensation Committee may place Participants in higher categories in its discretion.


6.STIP Award Opportunities


Participants in Category 1 will have a Target Bonus of 60% of the Participant’s base salary as in effect on January 1 of the STIP year (“Base Salary”).


Participants in Category 2 will have a Target Bonus of 40% of Base Salary.


Participants in Category 3 will have a Target Bonus of 25% of Base Salary.


Participants in Category 4 will have a Target Bonus of 7.5% of Base Salary.


Participants in Category 5 will have a Target Bonus of 5% of Base Salary.


All Participants will generally have the opportunity to earn between 20% to 150% of their Target Bonus based on their levels of achievement on various performance measures. The Compensation Committee may modify these percentages in its discretion at the time it is determining performance measures for the STIP year.


7.Performance Measures and Weighting


A Participant’s STIP award will be determined based on achievement against a combination of Company and, for Categories 3, 4 and 5, individual performance measures.


The Company performance measures are Revenue (as defined below), and Adjusted EBITDA (as defined below) targets as set by the Board of Directors pursuant to this STIP.


“Revenue” means revenue as reported by the Company in accordance with GAAP for the period.


“Adjusted EBITDA” means GAAP net income as reported by the Company plus interest, taxes, depreciation, amortization, non-cash stock compensation expense for the relevant period.


The individual objectives are intended to be based on defined measurable criteria that contribute directly to the achievement of the Company’s mission.


Participants in Category 1 will earn STIP awards with respect to a STIP year based 100% on achievement of Company objectives (40% on the Revenue objective and 60% on the Adjusted EBITDA objective). 


Participants in Category 2 will earn STIP awards with respect to a STIP year based 100% on achievement of Company objectives (40% on the Revenue objective and 60% on the Adjusted EBITDA objective).


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Participants in Category 3 will earn STIP awards based 75% on achievement of Company objectives (30% on the Revenue objective and 45% on the Adjusted EBITDA objective) and 25% on achievement of individual performance measures.


Participants in Categories 4 and 5 will earn STIP awards based 50% on achievement of Company objectives (20% on the Revenue objective and 30% on the Adjusted EBITDA objective) and 50% on achievement of individual performance measures.


8.Establishing Annual Performance Objectives


The Compensation Committee will recommend, and the Board of Directors will approve Revenue and Adjusted EBITDA objectives for the STIP year.


For each individual performance measure, the CEO or the CEO’s designee or designees will establish the Participants’ individual performance objectives for the STIP year.


For each Company performance measure, the Board or Compensation Committee will set the following levels of objectives:


•Minimum – Results below this level of performance provide no STIP award. Results at this level of performance triggers award of 20% of the Target Bonus.
•Target – Results at this level of performance triggers award of 100% of the Target Bonus.
•Maximum – Results at or above this level of performance triggers award of 150% of the Target Bonus.
•Bonus award between the Minimum and Maximum will be determined through interpolation of results.


The Compensation Committee may modify the percentages set forth above at the time it establishes objectives for the STIP year. The outcome of each objective should be substantially uncertain at the time it is established to ensure a minimum level of success is achieved before any bonus amounts are earned.


Objectives will not be modified or adjusted once they are established for the STIP year unless: (i) unforeseen circumstances occur which would have influenced the setting of the measurements, had such circumstances been known at that time; or (ii) significant unusual activity occurs during the course of the year that had not been known or anticipated (or which was uncertain) when setting the performance measurements. The Compensation Committee must approve any change to Company objectives. The CEO (or his designee or designees) must approve any change to individual objectives.


9.Calculation of STIP Awards


For each performance objective, each Participant will earn between 20% -150% of his or her Target Bonus (or other percentage determined by the Compensation Committee at the time it establishes objectives for the STIP year) multiplied by the weighting given to the performance objective, subject to the following limitations. 


Regardless of the level of achievement on other Company or individual performance measures, the Company will not make any awards under this STIP unless the Company achieves the minimum Adjusted EBITDA objective (or other minimum threshold) set by the Compensation Committee for the STIP year.


10.General and Administrative Provisions


It is the Board’s intent that Company growth objectives and individual performance objectives be determined in advance of, or as soon as practicable in, the STIP year for which compensation is to be earned under this plan, and that all awards under this STIP be made as soon as practicable after the Company’s books are closed and audit completed for the STIP year for which the awards are earned. 


Payment:
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The Company will not make any STIP awards until the Company has completed its year-end audit, the Compensation Committee (or CEO (or the CEO’s designee(s)) as to individual objectives) has determined whether the Company and Participants have achieved their performance objectives and the Board of Directors has approved making the award. 


The Company will not make STIP award to any person not actively employed by the Company (or on an approved leave of absence) on December 31 of the STIP year, except as provided under “Effect of Employment Actions on STIP” or approved by the Compensation Committee. 


The Company intends to make STIP awards no later than March 15 following the end of the applicable STIP year. 




Effect of Employment Actions on STIP:
									
			
	Action		What Happens to the STIP award
		
	An employee is hired or promoted to a STIP eligible position		The employee will participate on a pro rated basis for any full months that he or she works in the STIP year, provided he or she becomes a Participant before September 30, unless determined otherwise by the Compensation Committee.
		
	A Participant changes Category		If the change occurs after September 30, any STIP awards will be based on the previous level unless determined otherwise by the Compensation Committee. If the change occurs before September 30, any STIP awards will be pro rated based on the amount of time spent at each level, unless determined otherwise by the Compensation Committee
		
	A Participant is terminated		Except as otherwise required by applicable law, a Participant will not be eligible for any STIP award for the year in which the termination occurred unless the termination is for death, retirement or the Participant’s employment is terminated in a Company-initiated reduction in force, in which cases the Participant will be eligible for a prorated portion of the STIP award the Participant would have received had they remained employed.
	A Participant becomes ineligible under the STIP for a reason other than termination		The employee will participate on a pro rated basis for any full months that he or she was eligible to be STIP Participant, unless determined otherwise by the Compensation Committee.
			




No rights created:


Neither the establishment of this STIP nor the provision for or payment of any amounts hereunder nor any action of the Company, the Board or any Committee of the Board in respect of this STIP confers upon any person any legal right to receive any benefit under this STIP. This STIP does not confer upon any person any right to continue in the employ of the Company or any subsidiary of the Company. This STIP does not constitute any contract or agreement of employment, or interfere in any way with the right of the Company (to the extent permitted by applicable law) to change a person's compensation or other benefits, or to terminate his or her employment, with or without cause. 


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Payments under this STIP will be payable from the general assets of the Company, and the Company will not make any special or separate reserve, fund or deposit to assure payment of such amounts. No person shall have any right, title or interest in any fund or in any specific asset of the Company by reason of being eligible to receive a bonus under this STIP. Neither the provisions of this STIP (nor of any related documents), nor the creation or adoption of this STIP, nor any action taken pursuant to the provisions of this STIP shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any person. To the extent that a person acquires a right to receive payment under this STIP, such right shall be no greater than the right of any unsecured general creditor of the Company.


Clawback:


Employees shall repay to the Company any amounts received under this STIP if required by (1) any Company “clawback” or recoupment policy, or (2) any applicable laws, rules, or regulations that impose mandatory recoupment, under circumstances set forth in such applicable laws, rules, or regulations, in each case as in effect on the date a bonus is paid.


Authority of Board and Compensation Committee:
The Compensation Committee of the Board of Directors of the Company has full discretion to interpret, amend or modify this STIP, including the modification of individual payouts.
Nothing in this STIP shall limit or be deemed to limit the authority of the Board or any Committee of the Board to authorize any other compensation under any other plan or authority. 
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