Exhibit
10.15


 


STOCK
UNIT AGREEMENT


 


THIS STOCK UNIT
AGREEMENT (this “Agreement”) is made as of November 7,
2008, by and between GP STRATEGIES CORPORATION, a Delaware corporation (“GPS”),
and [NAME] (“Recipient”).


 


A.   Recipient is an employee,
officer or director of GPS or an entity that is directly or indirectly
controlled by GPS (“Controlled Entity”); and


 


B.   GPS is offering this Agreement
to motivate Recipient by providing the opportunity to acquire an equity
interest in GPS and to align the Recipient’s interests with the long-term
interests of GPS’ stockholders.


 


C.   Capitalized terms in this
Agreement that are not defined herein shall have the meanings ascribed to them
in the GPS 2003 Incentive Stock Plan (the “Plan”).


 


Section 1. Stock Unit Grant.  GPS hereby grants to Recipient
[NUMBER] Stock Units of GPS common stock (“Stock”) pursuant to the Plan as
provided for in the following Grant Schedule:


 


GRANT
SCHEDULE


 




	
  Number of Stock Units

  	
   

  	
  Issue Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


Section 2. Delivery of Shares.  If Recipient is (a) continuously
an employee, officer or director of GPS or a Controlled Entity, from the date
hereof to the Issue Date specified in the Grant Schedule for a Stock Unit and (b) in
full compliance on such Issue Date with any contractual and/or legal
obligations then owed by Recipient to GPS or any Controlled Entity, then, as
soon as practicable after such Issue Date, Recipient shall be issued, or there
shall be electronically deposited in an account belonging to Recipient, one
share of Stock for each Stock Unit with such Issue Date, subject to the terms
and conditions of the Plan, this Agreement, and any other agreement (an “Other
Agreement”) between the Recipient and GPS or a Controlled Entity, as the same
may be amended from time to time in the future.


 


Section 3. Restrictions.  No Stock will be delivered to Recipient
or transferred into the Recipient’s name pursuant to this Agreement except as
provided in Section 2.  Notwithstanding any other provisions of the
Plan, this Agreement, or any Other agreement, the issuance or delivery of any
shares of Stock may be postponed for such period as may be required to comply
with applicable requirements of any national securities exchange or any
requirements under any law or regulation applicable to the issuance or delivery
of such shares, and GPS shall not be obligated to issue or deliver any shares
of Stock if the issuance or delivery hereof shall constitute a violation of any
provision of any law or of any regulation of any governmental authority or national
securities exchange.


 


Section 4. Binding Effect.  This Agreement shall be binding upon
and inure to the benefit 


 

















 


of any successor to GPS and all persons lawfully claiming under the
Recipient.


 


Section 5. Entire Agreement.  This Agreement may not be modified
or superseded except by means of a writing signed by an authorized
representative of GPS and by Recipient that specifically states that is the
intention of both GPS and Recipient that such writing supersede or modify this
Agreement.


 


Section 6. Conflicts. In the case of any conflict between the
provisions of this Agreement or any Other Agreement and the provisions of the
Plan, the provisions of the Plan shall govern. In the case of any conflict
between the provisions of this Agreement and the provisions of any Other
Agreement, the provisions of the Other Agreement shall govern. The Recipient
acknowledges receiving a copy of the Plan.


 


This Agreement is executed on behalf of GP
STRATEGIES CORPORATION:


 





 


 


	
   

  	
   

  
	
   

  	
  Scott N. Greenberg

  
	
   

  	
  Chief Executive Officer

  



 


Recipient
agrees that his/her acceptance of the Stock Units constitutes Recipient’s
acknowledgement that he/she has carefully read this Agreement and the
prospectus for the Plan and agrees to be bound by all of the provisions set
forth in these documents.