Exhibit 10.23


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) evidences the award of a
nonqualified stock option (the “Option”) by
GP STRATEGIES CORPORATION, a Delaware corporation (“GPS”), to [NAME] (“Recipient”), subject to and
conditioned upon Recipient’s agreement to the terms of this Agreement.  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.  Option Grant.  The Option entitles Recipient to purchase
shares of common stock, par value $0.01 per share (“Common
Stock”), of GPS under the Plan. The shares of Common Stock
underlying the Option are herein called the “Shares.” The Grant Date, the number of Shares Recipient may
purchase and the Exercise Price at which Recipient may purchase them are
specified below.


 


	
   

  	
  Grant
  Date:

  	
  [DATE]

  
	
   

  	
   

  	
   

  
	
   

  	
  Number of Shares:

  	
  [NUMBER]

  
	
   

  	
   

  	
   

  
	
   

  	
  Exercise Price:

  	
  [PRICE]
  per share

  



 


Section 2.  Exercise of Option.


 


(a)                                  Exercisability.  So long as Recipient is an “eligible person”
under the Plan (e.g., employed by or maintaining a service relationship with
GPS or a Related Company) from the Grant Date through the applicable
exercisability dates listed in the schedule below, and subject to the terms and
conditions of this Agreement, the Option will become exercisable incrementally
for the number of Shares listed below in accordance with the following
schedule:


 


	
   

  	
   

  	
  Number of Options

  
	
  Vesting
  Date

  	
   

  	
  Vesting on Vest Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(b)                             Right to
Exercise: Option Term. 
Recipient may exercise the Option, to the extent exercisable, at any
time on or before 5:00 P.M. Eastern Time on [DATE] (the “Expiration Date”) or the earlier
termination of the Option, unless otherwise provided under applicable law.  Section 3 below describes certain
limitations on exercise of the Option that apply in the event of Recipient’s
death, Total and Permanent Disability, or Termination of Service.  The Option may be exercised only in multiples
of whole Shares and may not be exercised at any one time as to fewer than one
hundred Shares (or such lesser number of Shares as to which the Option is then
exercisable).  No fractional Shares will
be issued under the Option.  Any portion
of the Option not exercised on or before the Expiration Date or earlier
termination of the Option shall thereupon become null and void.


 

















 


(c)                                  Exercise
Procedure.  In order to
exercise the Option, Recipient must provide the following items to the
Secretary of GPS or his or her delegate before the expiration or termination of
the Option:


 


(i)                                     notice, in such
manner and form as the Committee may require from time to time, specifying the
number of Shares to be purchased under the Option; and


 


(ii)                                  full payment of
the Exercise Price for the Shares or properly executed, irrevocable
instructions, in such manner and form as the Committee may require from time to
time, to effectuate a broker-assisted cashless exercise, each in accordance
with Section 2(d) of this Agreement.


 


An exercise will not be effective until the Secretary of GPS or his or
her delegate receives all of the foregoing items, and such exercise otherwise
is permitted under and complies with all applicable federal, state and foreign
securities laws.


 


(d)                                 Method of
Payment.  Recipient may pay the Exercise
Price by any combination of the following:


 


(i)                                     delivery of
cash, certified or cashier’s check, money order or other cash equivalent
acceptable to the Committee in its discretion;


 


(ii)                                  a
broker-assisted cashless exercise in accordance with Regulation T of the
Board of Governors of the Federal Reserve System through a brokerage firm
approved by the Committee;


 


(iii)                               subject to such
limits as the Committee may impose from time to time, tender (via actual
delivery or attestation) to GPS of other shares of Common Stock of GPS which
have a Fair Market Value on the date of tender equal to the Exercise Price, provided
that tender of such shares will not result in GPS having to record a
charge to earnings under United States generally accepted accounting principles
then applicable to GPS; or


 


(iv)                              any other
method approved by the Committee.


 


(e)                                  Issuance of
Shares upon Exercise.  As soon as
practicable after exercise of the Option, GPS will deliver a share certificate
to Recipient, or deliver Shares electronically or in certificate form to
Recipient’s designated broker on Recipient’s behalf, for the Shares issued upon
exercise.  Any share certificates
delivered will, unless the Shares are registered or an exemption from
registration is available under applicable federal and state law, bear a legend
restricting transferability of such Shares.


 

















 


Section 3.  Termination
of Service.


 


(a)                                  Termination of
Unexercisable Option.  Upon
Recipient’s Termination of Service, the portion of the Option that is then
unexercisable will terminate immediately.


 


(b)                                 Exercise Period
Following Termination of Service.  Upon Recipient’s Termination of Service for
any reason other than Termination for Cause, as defined in clause (c) below,
the portion of the Option that is then exercisable will terminate upon the
earliest of:


 


(i)                                     the expiration
of 90 days following such termination, unless Recipient’s termination is
on account of Total and Permanent Disability or death;


 


(ii)                                  the expiration
of 6 months following such termination, if such termination is on account of
Recipient’s Total and Permanent Disability or death;


 


(iii)                               the expiration
of 6 months following Recipient’s death, if Recipient’s death occurs during the
periods described in clauses (i) or (ii) of this Section 3(b),
as applicable; or


 


(iv)                              the Expiration
Date.


 


In
the event of Recipient’s death, the exercisable portion of the Option may be
exercised by Recipient’s executor, personal representative, or the person(s) to
whom the Option is transferred by will or the laws of descent and
distribution.  “Total
and Permanent Disability” means the inability to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12
months.  The Committee may require such
proof of Total and Permanent Disability as the Committee in its sole discretion
deems appropriate and the Committee’s good faith determination as to whether
Recipient is totally and permanently disabled will be final and binding on all
parties concerned.


 


(c)                                  Termination for
Cause.  The Option will terminate in
its entirety, regardless of whether the Option is then exercisable, immediately
upon Recipient’s Termination for Cause, or upon Recipient’s commission of any
of the following acts during the exercise period following Recipient’s
Termination of Service: (i) fraud on or misappropriation of any funds or
property of GPS or any Related Company, or (ii) Recipient’s breach of any
provision of any employment, non-disclosure, non-competition, non-solicitation,
assignment of inventions, or other similar agreement executed by Recipient for
the benefit of GPS or any Related Company, as determined by the Committee,
which determination will be conclusive. 
For purposes of this Agreement, “Termination for Cause”
shall have the meaning contained in General Physics 


 

















 


Corporation’s
Procedure No. GP-P-10 as in effect on the Grant Date and as it may be
amended from time to time.


 


(d)                                 Change in
Status.  In the event that Recipient’s
status as an eligible person under the Plan is through a business, trade or
entity that, after the Grant Date, ceases for any reason to be part of GPS or a
Related Company, a Termination of Service will be deemed to have occurred for
purposes of this Section 3 upon such cessation if Recipient’s service does
not continue uninterrupted immediately thereafter with GPS or a Related
Company.


 


Section 4.  Nontransferability of Option.  The Option is not transferable other than by
will or the laws of descent and distribution. During Recipient’s lifetime, the
Option may be exercised only by Recipient or, during the period Recipient is
under a legal disability, by Recipient’s guardian or legal representative.  Except as provided above, the Option may not
be assigned, transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process.


 


Section 5.  Nonqualified Nature of the Option.  The Option is not intended to qualify
as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and this Agreement shall be so
construed.  Recipient hereby acknowledges
that, upon exercise of the Option, Recipient will recognize compensation income
in an amount equal to the excess of the then Fair Market Value of the Shares
over the Exercise Price and must comply with the provisions of Section 6
of this Agreement with respect to any tax withholding obligations that arise as
a result of such exercise.


 


Section 6.  Withholding of Taxes. 
Recipient hereby authorizes GPS and any Related Company to withhold from
salary, wages or any other payment of any kind due to Recipient and otherwise
agrees to make adequate provision for foreign, federal, state and local taxes
required by law to be withheld, if any, which arise in connection with the
Option.  GPS may require Recipient to
make a cash payment to cover any withholding tax obligation as a condition of
exercise of the Option or issuance of share certificates representing Shares.


 


Section 7.  Adjustments.  The
Committee may make various adjustments to Recipient’s Option, including
adjustments to the number and type of securities subject to the Option and the
Exercise Price, in accordance with the terms of the Plan.


 


Section 8.  Non-Guarantee of Employment or Service Relationship.  Nothing in the Plan or this Agreement will
alter Recipient’s at-will or other employment status or other service
relationship with GPS or any Related Company, nor be construed as a contract of
employment or service relationship between Recipient and GPS or any Related
Company, or as a contractual right for Recipient to continue in the employ of,
or in a service relationship with, GPS or any Related Company for any period of
time, or as a limitation of the right of GPS or any Related Company to
discharge Recipient at any time whether or not such discharge constitutes a
Termination for Cause, with or without 


 

















 


notice,
and whether or not such discharge results in the failure of any portion of the
Option to become exercisable or any other adverse effect on Recipient’s
interests under the Plan.


 


Section 9.  No Rights as a Stockholder. 
Recipient shall not have any of the rights of a stockholder with respect
to the Shares until such Shares have been issued to Recipient upon the due
exercise of the Option.  No adjustment
will be made for dividends or distributions or other rights for which the
record date is prior to the date such Shares are issued.


 


Section 10.  GPS’s Rights.  The
existence of the Option shall not affect in any way the right or power of GPS
or its stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in GPS’s capital structure or its business, or
any merger or consolidation of GPS, or any issue of bonds, debentures,
preferred or other stocks with preference ahead of or convertible into, or
otherwise affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of GPS, or any sale or transfer of all or any part of GPS’s
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.


 


Section 11.  Entire Agreement. 
This Agreement, together with the Plan and the applicable provisions of
any employment agreement in effect from time to time between Recipient and GPS,
contain the entire agreement between Recipient and GPS with respect to the
Option, and, with the exception of the applicable provisions of any such
employment agreement in effect on the date of this Agreement, any oral or
written agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement with respect to
the Option shall be void and ineffective for all purposes.


 


Section 12.  Amendment.  This
Agreement may be amended from time to time by the Committee in its discretion; provided,
however, that this Agreement may not be modified in a manner that would
have a materially adverse effect on the Option or Shares as determined in the
discretion of the Committee, except as provided in the Plan or in a written
document signed by Recipient and GPS.


 


Section 13.  Conformity with Plan. 
This Agreement is intended to conform in all respects with, and is
subject to all applicable provisions of, the Plan.  Any conflict between the terms of this
Agreement and the Plan shall be resolved in accordance with the terms of the
Plan.  In the event of any ambiguity in
this Agreement or any matters as to which this Agreement is silent, the Plan
shall govern.  A copy of the Plan is
available upon request from the Committee.


 

















 


This
Agreement is executed on behalf of GP STRATEGIES CORPORATION:


 


	
   

  	
  

  
	
   

  	
   

  
	
   

  	
  Scott
  N. Greenberg

  
	
   

  	
  Chief
  Executive Officer

  



 


Recipient
agrees that his/her acceptance of the Option 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.