Exhibit 10.1


1973 NON-QUALIFIED STOCK
OPTION PLAN


OF


GP STRATEGIES CORPORATION


AS AMENDED


The
purpose of the Plan is to aid GP Strategies Corporation (the “Corporation” or “Company”)
and its subsidiaries in attracting, retaining and motivating key employees,
directors and consultants.


1.     Administration


The
Plan shall be administered by a Stock Option Committee (the “Committee”),
consisting of not less than two directors of the Corporation who shall be
appointed by, and serve at the pleasure of, the Board of Directors.  Subject to the provisions of the Plan, the
Committee shall have full authority to interpret the Plan, to establish and
amend the rules and regulations relating to it, and to make all other
determinations necessary or advisable for its administration.


2.     Maximum Number of Shares; Source of Shares


Subject
to the provisions of Section 6 hereof, the maximum number of shares of the
Corporation’s $.01 par value Common Stock (“Common Stock”) which may be
purchased pursuant to options granted under the Plan shall be Four Million Four
Hundred and Twenty-Three Thousand, Five Hundred and Fifteen (4,423,515).  Such shares may be authorized and unissued
shares, or issued shares held in the Treasury of the Corporation, including
issued shares reacquired by the Corporation.


3.     Participants; Grant of Options


(a)           Participants and Grants.  From time to time the Committee shall, in its
sole discretion, select the key employees of the Corporation or its
subsidiaries who shall be granted options under the Plan.  The term “employee,” when used herein shall
include, without limitation, officers, directors and consultants.  Upon making such selection, the Committee
shall grant to each such participant an option to purchase such number of
shares of Common Stock as may be determined by the Committee.  In the absence of any specific agreements to
the contrary, no grant hereunder to a participant shall affect the right of the
Corporation or its subsidiaries to terminate the participant’s employment at
any time, if the employee is an employee of the Corporation or a subsidiary.


(b)           Stock Option Agreement


(l)            The grant of options by the
Committee to any participant shall be effective as of the date on which the
Committee shall authorize the option for such participant, but prior to 













the exercise thereof,
such participant shall be required to execute and deliver a Stock Option
Agreement (the “Agreement”), which shall contain such terms and conditions
consistent with the Plan as the Committee shall determine.


(2)           The Committee may, in its sole
discretion, require that any employee receiving options hereunder (the “Optionee”)
shall, upon the granting of options, agree that as a condition to his acquiring
shares thereunder he will remain in the employ of the Corporation and render to
the Corporation or its Subsidiaries his services for a period not to exceed one
year.  Such agreement may require that
the period of required services be measured from the date of grant of the
options, from the date such options are exercised, or may require services
during periods, each not to exceed one year, measured from both the date of
grant and the date of exercise of the options granted hereunder.


(3)           In any case in which required
services are to be rendered after the date of exercise of any options granted
hereunder, the Corporation, subject to the terms of this Plan, will promptly
issue a certificate or certificates for purchased shares out of either: (i)
authorized but unissued shares; or (ii) shares of its Common Stock held in the
Treasury of the Corporation, provided, however, that the Optionee shall agree
to the deposit of such shares with an escrow agent acceptable to the
Corporation for the period during which he is required, pursuant to this Plan,
to render additional services.  The
employee shall have all the rights of a shareholder with respect to such shares
from the time they are issued.  The
escrow agreement shall require the payment to the Corporation of such amount as
the Corporation shall determine is required to be deposited, or otherwise paid
over, to satisfy any withholding liability which may be imposed upon the
Corporation, including any withholding liability which may arise by reason of
the failure of the Corporation to exercise any right it may have pursuant to
Paragraph 4 of this Section 3(b).


(4)           In the event that the Optionee fails
to satisfy any required period of service which he has agreed to perform, the
Corporation shall have the right to reacquire the shares deposited in escrow,
pursuant to sub-paragraph 3 of this Section 3(b), by notifying the escrow agent
of such intention and tendering, in cash or certified check, an amount equal
to: (i) the number of shares the Corporation desires to reacquire; multiplied
by (ii) the option price per share set forth in the Agreement.  Such payment is to be made within 90 days of
the delivery of the notice described herein.


(5)           In granting non-qualified options
under the Plan to eligible persons who hold outstanding stock options, issued
by the Corporation or any of its subsidiaries, the Committee, in its sole
discretion, may condition the grant of such non-qualified options under the Plan
to Optionee’s consent to the cancellation of all or a portion of such other
outstanding options.


4.             Option


(a)           Option Price.  The option price per share of each option
granted pursuant to the Plan shall be specified in the Agreement relating to
such option, and shall be not less than 



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85% of the market value
of Common Stock on the date the option is granted, provided, however, in no
event shall the option price per share be less than the par value thereof.


(b)           Option Period.  The period during which an option may be
exercised shall not exceed fifteen years from the date such option is granted
and, subject to the foregoing, the Committee may provide that any stock option
may be exercised at such time or times as the Committee may, in its discretion,
determine.


(c)           Payment for
Stock.  An option shall be exercised by
written notice of such exercise to either the Secretary or Treasurer of the
Corporation at its principal office.  The
notice shall specify the number of shares for which the option is being
exercised (which number shall be not less than twenty-five shares at any
one time) and shall be accompanied by payment in full of the purchase price of
such shares.  No certificates for shares
so purchased shall be issued until full payment therefor has been made and a
participant shall have none of the rights of a stockholder with respect to such
shares until such certificates are in fact issued to such participant or to an
escrow agent on such participant’s behalf. 
Payment of the purchase price may be made by cash, check or in shares of
Common Stock, all such shares having been held by the Employee for at least six
months. In lieu of paying
the purchase price in shares of Common Stock held by the Optionee for at least
six months, the Committee may permit such Optionee to pay the purchase price by
having the Company withhold shares of Common Stock that would otherwise be
issued to the Optionee upon exercise of the option.  The shares of Common Stock will be
valued based on their market value, as defined in Section 8 of this Plan.


(d)           Tax
Withholding.  The Company may require an
Optionee to pay to the Company the amount of (i) any taxes that the Company is
required by applicable federal, state, local or foreign law to withhold with
respect to the grant, vesting or exercise of an option (“tax withholding
obligations”) and (ii) any amounts due from the Optionee to the Company or to
any affiliate of the Company (“other obligations”).  The Company shall not be required to issue
any shares of Common Stock under this Plan until such tax withholding
obligations and other obligations are satisfied.   The Committee may permit or require an
Optionee to satisfy all or part of his or her tax withholding obligations by
(i) paying cash to the Company, (ii) having the Company withhold an amount from
any cash amounts otherwise due or to become due from the Company to the
Optionee, (iii) having the Company withhold a number of shares of Common Stock
that would otherwise be issued to the Optionee (or become vested) having a fair
market value equal to the tax withholding obligations and other obligations, or
(iv) surrendering a number of shares of Common Stock the Optionee already owns
having a fair market value equal to the tax withholding obligations and other
obligations. The shares of Common Stock will be valued based on their market
value, as defined in Section 8 of this Plan.


(e)           Payments
for Options.  With the consent of the Committee,
the Company may permit the Optionee to elect to receive payment from the
Company in an amount determined by multiplying (i) the excess of the fair
market value of the Common Stock on the date of exercise over the exercise
price of the option, by (ii) the number of shares with respect to which the
option is exercised.   At the discretion
of the Committee, the payment may be in cash or in 



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shares of Common Stock of equivalent value. The shares of Common Stock
will be valued based on their market value, as defined in Section 8 of this
Plan.


5.             Exercise
and Cancellation of Options Upon Termination of Employment or Death


If an Optionee shall voluntarily or
involuntarily leave the employ of the Company or its subsidiaries, unless
authorized by the Committee, the option of such Optionee shall terminate
forthwith, except that the Optionee shall have until the end of the ninetieth
day, following the cessation of employment, and not longer, to exercise any
unexercised option which he could have exercised on the day on which he left
the employ of the Company or its subsidiaries; provided, however, that such
exercise must be accomplished within the term of such option.  Notwithstanding the foregoing, if the
cessation of employment or service is due to retirement on or after attaining
the age of 65 or to disability (to an extent and in a manner as shall be
determined in each case by the Committee in its sole discretion) or to death,
the Optionee or the representatives of the estate of the Optionee shall have
the privilege of exercising any options which the Optionee could have exercised
at the time of such retirement, disability, or death; provided, however, that
such exercise must be accomplished within the terms of such option, and within
six months of the Optionee’s retirement, disability or death.


Nothing contained herein or in the options
shall be construed to confer on any employee any right to be continued in the
employ of the Company or derogate from any right of the Company to retire,
request the resignation of or discharge an employee or to lay off or require a
leave of absence of such employee (with or without pay), at any time, with or
without cause.


6.             Adjustment
in Number of Shares


In the event of any subdivision or
combination of the outstanding shares of the Corporation’s Common Stock, by
reclassification or otherwise, or in the event of the payment of a stock
dividend, a capital reorganization, a reclassification of shares, a
consolidation or merger, the Board of Directors shall make appropriate adjustment
in the aggregate number of shares for which grants may be made under this
Plan.  The Committee shall determine the
appropriate adjustment of the kind and number of shares subject to each
outstanding option, or the option price, or both, in the event of any of the
aforementioned changes in the outstanding Common Stock of the Corporation,
provided, however, that no adjustment of the option prices shall permit a
reduction in the option price per share to less than the par value thereof.


7.             Non-Assignability


No options granted under the Plan shall be
transferable, other than by will or by the laws of descent and distribution,
and then only to the extent permitted by this Plan.  During a participant’s lifetime, options
shall be exercisable only by such participant (or in the event of his disability,
by his legal representative).  Except to
the extent otherwise provided by law, no benefits under the Plan shall be
subject to any legal process to levy upon, or attach, for payment of any claim
against any participant or beneficiary.



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8.             Definitions


As used herein, the term “subsidiary” shall
have the same meaning as “subsidiary corporation” has under Section 425(f) of
the Code, “retirement” means retirement as that word is used in the Corporation’s
Employees’ Retirement Plan, and “market value” when used in reference to Common
Stock shall mean the average sale price (as determined by the Committee) of
such Common Stock on the exchange, if any, where the Common Stock is traded, or
if there is no other such exchange, the average between the low-bid and
high-asked prices on the date of grant. For all purposes of the Plan, an
approved leave of absence shall not constitute interruption or termination of
employment.


9.             General
Restrictions


The exercise of each stock option granted
under the Plan shall be subject to the condition that if at any time the
Corporation shall determine, in its sole discretion, that the satisfaction of
withholding tax or other withholding liabilities, or that the listing,
registration or qualification of any shares otherwise deliverable upon such
exercise upon any securities exchange or under any State or Federal law, or the
consent or approval of any regulatory body, is necessary or desirable as a
condition of, or in connection with, such exercise or the delivery or purchase
of shares thereunder, then in any such event such exercise shall not be
effective unless such withholding, listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation.


10.           Amendment
and Discontinuance


The Board of Directors at any time may
terminate the Plan, or make such changes in, or additions to the Plan as the
Board of Directors, in its discretion, deems advisable, provided, however, that
subject to the provisions of Section 6 hereof the Board of Directors may not,
without further approval by the holders of shares of the capital stock of the
Corporation possessing a majority of the voting power of such capital stock
represented in person or by proxy at a meeting of shareholders of the
Corporation duly called for such purpose, grant options to any person other
than those eligible under Section 3 hereof. No termination or amendment of the
Plan may, without consent of the holders of existing options, materially affect
their rights under such options.


11.           Duration


Unless this Plan is sooner terminated, options may be granted hereunder
until June 27, 2013.



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