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                                                                    EXHIBIT 10.2

                              STOCK UNIT AGREEMENT

      THIS STOCK UNIT AGREEMENT (this "Agreement") is made as of April 11, 2005,
by and between GP STRATEGIES CORPORATION, a Delaware corporation ("GPS"), and
____________________ ("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 Stock Units of
GPS common stock ("Stock") pursuant to the Plan as provided for in the following
Grant Schedule:

                                 GRANT SCHEDULE

<TABLE>
<CAPTION>
Number of Stock Units                            Issue Date
---------------------                           -------------
<S>                                             <C>
                                                April 5, 2007
                                                April 5, 2008
                                                April 5, 2009
                                                April 5, 2010
</TABLE>

      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

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                                                                    EXHIBIT 10.2

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 an 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 an Other Agreement, the
provisions of the Other Agreement shall govern. The Recipient acknowledges
receiving a copy of the Plan.

      IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have
set their hands hereto as of the date first written above.

GP STRATEGIES CORPORATION                       RECIPIENT

By:______________________________               ________________________________
    Scott N. Greenberg, President

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