Exhibit 10.1


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS AMENDMENT is dated and made as of December 30, 2008 (the “Amendment”),
to the EMPLOYMENT AGREEMENT made and entered into as of July 1, 1999, as
amended (the “Agreement”), by and between GP Strategies Corporation (the “Company”),
and Scott N. Greenberg (“Employee”).


 


WHEREAS, the
Company and the Employee desire to amend the Agreement as required pursuant to
the final Treasury regulations under section 409A of the Internal Revenue Code
of 1986, as amended.


 


NOW,
THEREFORE, in consideration of the mutual covenants set forth in this Amendment
and in the Agreement, the Company and the Employee agree that the Agreement is
hereby amended as follows, effective January 1, 2009:


 


1.             Section 409A.  A new Section 22 is added as follows:


 


22.           Section 409A.


 


(a)           Intent
to Comply.  This Agreement is
intended to comply with, or otherwise be exempt from, Section 409A of Internal
Revenue Code of 1986, as amended (the “Code”) and any regulations and Treasury
guidance promulgated thereunder (“Section 409A”).  If the Company determines in good faith that
any provision of this Agreement would cause Employee to incur an additional
tax, penalty, or interest under Section 409A, the Compensation Committee and
Employee shall use reasonable efforts to reform such provision, if possible, in
a mutually agreeable fashion to maintain to the maximum extent practicable the
original intent of the applicable provision without violating the provisions of
Section 409A or causing the imposition of such additional tax, penalty, or
interest under Section 409A.  The
preceding provisions, however, shall not be construed as a guarantee by the
Company of any particular tax effect to Employee under this Agreement.


 


(b)           Six
month delay in payments on account of separation from service.  Any payment of “deferred compensation” (as
defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect
to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through
(b)(12)) that arises under Sections 10(d), 11(d), 11(e) or any other provision
of this Agreement, on account of Employee’s separation from service while
Employee is a “specified employee” (as defined under Section 409A), and is
scheduled to be paid or provided within six months after such separation from
service (the aggregate of such scheduled payments is referred to as the “Delayed Payment”) shall, in lieu thereof, be paid or
provided, as adjusted for interest, within 15 days after the end of the
six-month period beginning on the date of such separation from service or, if
earlier, within 15 days after the appointment of the personal representative or
executor of Employee’s estate following Employee’s death.  For purposes of the foregoing,


 

















 


interest shall
accrue at the prime rate of interest published in the northeast edition of The
Wall Street Journal on the date of Employee’s separation from service.  If this paragraph (b) applies to any payment
obligation under this Agreement, the Company shall make an irrevocable
contribution of an amount equal to the Delayed Payment to a grantor trust
established consistent with the terms of Revenue Procedure 92-64, 33 I.R.B. 11
(8/17/92) (the “Rabbi Trust”) with a financial
institution approved by the Employee, which approval will not be withheld
unreasonably, serving as the third-party trustee thereof, under the terms of
which the assets of the trust may be used, in the absence of the Company’s
insolvency, solely for purposes of fulfilling the Company’s obligation to pay
the Delayed Payment to Employee in compliance with Section 409A(a)(2)(B)(i) of
the Code.  The Company’s obligation to
make a contribution to the Rabbi Trust under the immediately preceding sentence
shall arise on the date that the Employer would have been obligated to make a
corresponding payment to the Employee if this paragraph (b) had not applied,
and such contribution shall be made by no later than the tenth business day
(excluding federal holidays) after such date. 
The Company shall bear all costs, expenses and fees, including legal and
trustee fees, of establishing and maintaining the Rabbi Trust.


 


(c)           Lump
sum payments on separation from service. 
Payments of separation pay on account of the Employee’s separation from
service that arise under Sections 10(d), 11(d)(B), 11(e)(B) or any other
provision of this Agreement and that constitute “deferred compensation” as
defined in the first sentence of paragraph (b) above, shall be paid in a single
lump sum at the time prescribed in paragraph (b) above.


 


(d)           Surrender
of options.  Any election by the
Employee to surrender options to the Company pursuant to Sections 11(d)(C) or
11(e)(C) must be made on or within 30 days after the Date of Termination, and
if the Employee does not make the election during such time period, the Employee’s
right to do so shall expire.  The Company
shall make a cash lump sum payment to the Employee within five days following
the surrender equal to the excess of (1) the fair market value on the date of
surrender of the securities issuable upon exercise of the options surrendered
over (2) the aggregate exercise price of the options surrendered.


 


(e)           Timing
of Bonus payments.  The last sentence
of Schedule A is revised to read as follows: 
“The bonus for any year shall be paid between January 1 and June 30 of
the following year.”


 


(f)            Termination
of  employment and similar terms.  “Termination of employment,” or words of
similar import, as used in this Agreement means, for purposes of any payments
under this Agreement that are payments of deferred compensation subject to Section
409A, the Employee’s “separation from service” as defined in Section 409A.


 


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(g)           Installment
payments.  For purposes of Section 409A,
the right to a series of installment payments under this Agreement shall be
treated as a right to a series of separate payments.


 


(h)           Expense
reimbursements and in-kind benefits. 
With respect to any reimbursement of Employee’s expenses, or any
provision of in-kind benefits to Employee, as specified under this Agreement,
such reimbursement of expenses or provision of in-kind benefits shall be
subject to the following conditions: (1) the expenses eligible for
reimbursement or the amount of in-kind benefits provided in one taxable year
shall not affect the expenses eligible for reimbursement or the amount of
in-kind benefits provided in any other taxable year, except for any medical
reimbursement arrangement providing for the reimbursement of expenses referred
to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense
shall be made no later than the end of the year after the year in which such
expense was incurred; and (3) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit.


 


IN WITNESS WHEREOF, the Company and the Employee have duly executed
this Amendment as of the date first above written.


 


GP
STRATEGIES CORPORATION


 


	
  By:

  	
    /s/ Harvey P. Eisen

  	
   

  	
  /s/ Scott N. Greenberg

  
	
   

  	
    Chairman of the Board

  	
   

  	
  Scott N. Greenberg

  



 


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