Exhibit
10.1


EMPLOYMENT
AGREEMENT


AGREEMENT, dated
as of September 28, 2007, between GENERAL PHYSICS CORPORATION, a Delaware
corporation with principal executive offices at 6095 Marshalee Drive, Suite
300, Elkridge, Maryland 21075 (the “Company”), and [EMPLOYEE], residing at [                                                             ]
(“Employee”).


W I
T N E S S E T H


WHEREAS, the
Company desires to employ Employee to perform services for the Company, and any
successor or assign of the Company, and Employee desires to perform such
services, subject to the terms and conditions set forth in this Agreement.


NOW, THEREFORE, in
consideration of the premises, the mutual promises, covenants, and conditions
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto intending to
be legally bound hereby agree as follows:


1.             Term.  The Company agrees to employ Employee, and Employee agrees to serve, on
the terms and conditions of this Agreement, for a period commencing on the date
of this Agreement and ending on February 28, 2009, or such shorter period as
may be provided for herein (the “Employment
Period”); however,
unless the Company or Employee has given the other at least the number of
months Required Notice (defined below) prior to February 28, 2009 that it or
he/she does not wish to extend the Employment Period, this Agreement and the
Employment Period shall automatically be extended and end on the earlier of (a)
the date determined in accordance with Section 9 below, (b) the date which is
at the end of the period of Required Notice, if Company or Employee has given
written notice to the other of its decision to end the Employment Period, or
(c) the date mutually agreed in writing by Company and Employee.  For purposes of this Section 1, the term “Required
Notice” shall mean the number of full calendar months equaling the Employee’s
total number of years of service with the Company, but in no event shall the
Required Notice exceed 15 full calendar months.


2.             Duties
and Services. 
During the Employment Period, Employee shall be employed in the business
of the Company as Executive Vice President together with such other capacity or
capacities as shall be assigned to Employee by the President, Chief Executive
Officer or Board of Directors of the Company (the “Board”) that are consistent
with being an executive of the Company. 
In performance of his/her duties, Employee shall be subject to the
direction of the President, Chief
Executive Officer or another senior executive of the Company as designated by
the President, Chief Executive Officer or Board.  Employee agrees to his/her employment as
described in this Section 2 and,
subject to any qualifications and limitations set forth herein, the Employee agrees
to devote all of his/her business time and efforts to the performance of
his/her duties under this Agreement and to promote and advance the business
interests of the Company.  Employee shall
comply with the policies and procedures of the Company adopted from time to
time.  Employee shall be based in the [                        ]
metropolitan area, but otherwise available to travel as the needs of the
business reasonably require.


3.             Compensation.  As full
compensation for his/her services hereunder, the Company shall provide Employee
during the Employment Period the following:













(a)                   Base Salary.  During the Employment Period, the Company
shall pay to Employee a base annual salary at the rate paid by the Company to
Employee immediately prior to the Employment Period, payable at such intervals
(at least monthly) as salaries are paid generally to other employees of the
Company.  The base salary shall be
reviewed annually on or about March 1 and subject to such increase as shall be
determined by the Board.  During any
period in which Employee is eligible to receive salary replacement payments
under the provisions of any benefits plan(s) sponsored or maintained by the
Company, the Company’s obligation to pay salary shall be reduced by an amount
equal to the amount of benefits paid or payable under such plan(s).


(b)                   Employee
Benefit Plans.  Employee shall
be entitled to participate in all employee benefit plans maintained by the
Company for its executives or employees, including without limitation the
Company’s medical, dental, disability, life, stock option and 401(k) Plans and
Bonus Plan, if he/she meets the eligibility requirements.  The cost of such benefits to Employee shall
not exceed the cost of such benefits to the Company’s vice presidents
generally.


(c)                   Paid Time
Off.  Employee shall be
entitled to reasonable vacations and other paid time off (PTO) in accordance
with the then regular procedures of the Company governing executives.  For PTO accrual purposes, Employee shall be
credited with all service time accumulated during his/her employment by the
Company.


(d)                   Automobile.  The Company shall provide Employee with an
automobile of his/her choice (appropriate for business use) on the same terms
as currently provided to officers of the Company.  Alternatively, Employee may elect to receive
a monthly allowance equal to such amount as the Company shall then pay its vice
presidents who elect to use their own automobile, and assume personal
responsibility for the cost of operating and maintaining such vehicle, rather
than to use a Company-provided automobile.


(e)           Cellular Telephone.  The Company shall, at its expense, provide
the Employee with a cellular telephone, and pay all charges associated
therewith, for his/her use in connection with the performance of his/her duties
hereunder.  Reasonable personal use of
the telephone will be permitted.


(f)                    Change in
Control or Sale of the Company. 
Upon the occurrence of a “Change in Control” or a “Sale of the Company”
during the Employment Period, all stock options to purchase GP Strategies
Corporation (“GPSC”) common stock granted to Employee shall immediately become
fully vested and exercisable and all Units granted to Employee shall
immediately be paid in unrestricted shares of Common Stock.  For purposes of this Agreement, a “Change in
Control” is deemed to have occurred if any person who was not on the date of
this Agreement a “beneficial owner” (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended), directly or indirectly, of
securities of GPSC representing 15% of more of the combined voting power of
GPSC’s outstanding securities becomes the beneficial owner, directly or
indirectly, of securities of GPSC representing 25% or more of the combined
voting power of GPSC’s outstanding securities and a “Sale of the Company” is
deemed to have occurred if (i) GPSC engages in a transaction or series of
transactions (including, without limitation, a merger or consolidation) with
another corporation, partnership, limited liability company, joint venture,
trust or other entity, and the stockholders of GPSC immediately prior to such
transaction(s) do not, after such transaction(s), hold at least 50% of the
voting power of GPSC or its successor, (ii) GPSC and its affiliates cease to
own more than 80% of the voting stock of the Company, (iii) all or
substantially all of the assets of GPSC, the Company, or the business unit of
the Company 



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with regard to which Employee is assigned are sold, or
(iv) the Common Stock is neither listed on a national securities exchange nor
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association.


4.             Expenses.  Employee
shall be entitled to reimbursement for reasonable travel and other
out-of-pocket expenses necessarily incurred in the performance of his duties
hereunder, upon submission and approval of written statements, receipts and
bills in accordance with the then regular procedures of the Company.


5.             Representations
and Warranties of Employee.  Employee represents and warrants to the
Company that (a)  Employee is under
no contractual or other restriction or obligation which is inconsistent with
the execution of this Agreement, the performance of his/her duties hereunder,
or the other rights of the Company hereunder and (b) Employee is under no
physical or mental disability that would preclude his/her performance, with or
without reasonable accommodation, of the essential duties of his/her position.


6.             Non-Competition,
Non-Solicitation.   In view of the
unique and valuable services that it is expected Employee will render to the
Company, the knowledge of the customers, trade secrets, and other proprietary
information relating to the business of the Company and its customers and
suppliers that it is expected Employee will obtain, and in consideration of the
compensation to be received hereunder, Employee agrees


(a)                   that he/she will not during
the period he/she is employed by the Company under this Agreement (i) compete
with the Company with respect to any product or service directly or indirectly
sold, offered for sale, contemplated for future sale or otherwise provided by
the Company, (ii) Participate In (hereinafter defined in this Section 6) any
other business or organization
(other than (A) not-for profit professional, civic, or similar organizations
that do not compete with the Company or (B) as agreed to in writing by the
Company), whether or not such business or organization now is or shall then be
competing with or of a nature similar to the business of the Company; (iii)
directly or indirectly reveal the name of any of the Company’s suppliers,
customers or employees, except as reasonably required to promote and advance
the business interests of the Company, (iv) directly or indirectly solicit or
interfere with, encourage to leave the Company, or endeavor to entice away from
the Company any of its suppliers, customers, or employees; or (v) directly or
indirectly employ any person who, at any time within the prior ninety (90)
days, was an employee of the Company; and


(b)                   for a period of six months
after he/she ceases to be employed by the Company under this Agreement, he/she
will not (i) compete with, or Participate In any other business or organization
which during such six-month
period competes with, the Company, with respect to any product or service sold
within the twelve (12) month period preceding such cessation; (ii) directly or
indirectly reveal the name of, solicit or interfere with, encourage to leave
the Company, or endeavor to entice away from the Company any of its suppliers,
customers, or employees; or (iii) directly or indirectly employ any person who,
at any time within ninety (90) days prior to such cessation, was an employee of
the Company.


The term “Participate In” shall
mean:  “directly or indirectly, for
his/her own benefit or for, with, or through any other person, firm, or
corporation, own (other than the ownership of not more than 1% of the
outstanding common stock of a corporation, if, at the time of its acquisition,
such stock is listed on a national securities exchange, is reported on NASDAQ,
or is regularly traded in the over-the-counter market by a member of a national
securities exchange), manage, operate,
control, loan money to, or participate in the ownership, management, operation,
or control of, or 



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be connected as a director, officer,
employee, partner, consultant, agent, independent contractor, or otherwise
with, or acquiesce in the use of his/her name in.”  Since a breach of the provisions of this
Section 6 or Section 8 could not adequately be compensated by money damages,
the Company shall be entitled, in addition to any other right and remedy
available to it, to seek an injunction restraining such breach or a threatened
breach, and in either case no bond or other security shall be required in
connection therewith.  Employee agrees
that the provisions of this Section 6 and Section 8 are necessary and
reasonable to protect the Company in the conduct of its business.  If any restriction contained in this Section
6 or Section 8 shall be deemed to be invalid, illegal, or unenforceable by
reason of its extent, duration, geographical scope, or otherwise, then (a) it
is hereby declared to be the intention of the parties hereto that such
provision be reformed to reflect the maximum extent, duration, geographical
scope, or other limitation that is permitted by law and (b) the court making
such determination shall have the authority to reduce such restriction to the
maximum extent, duration, geographical scope, or other limitation that is
permitted by law, and in its reduced form such restriction shall then be
enforceable in the manner contemplated hereby.


7.             Patents,
Etc.  Any
interest in patents, patent applications, inventions, copyrights, developments,
and processes (“Such Inventions”) which Employee acquires during the period
he/she is employed by the Company relating to the fields in which the Employee shall be engaged  on  behalf of the Company  shall belong to the Company; and forthwith upon
request of the Company Employee shall execute all such assignments and other
documents and take all such other action as the Company may reasonably request
in order to vest in the Company all his/her right, title, and interest in and
to Such Inventions free and clear of all liens, charges, and encumbrances caused
by acts of Employee.


8.             Confidential
Information. 
All confidential information which Employee may now possess, may obtain
during or after the Employment Period, or may create prior to the end of the
period he/she is employed by the Company under this Agreement or otherwise
relating to the business of the Company or any of its affiliates or of any
customer or supplier of the Company or any of its affiliates shall not be
published, disclosed, or made accessible by him/her to any other person, firm,
or corporation either during or after the termination of his/her employment or
used by him/her except during the Employment Period in the business and for the
benefit of the Company, in each case without prior written permission of the
Company.  Employee shall return all
tangible evidence of such confidential information to the Company prior to or
at the termination of his/her employment.


9.             Termination. 
Notwithstanding anything herein contained, if on or after the date
hereof and prior to the end of the Employment Period,


(a)                   either (i) as a result of a
serious health condition (as defined in the Family and Medical Leave Act of
1993), and after giving effect to any reasonable accommodation required by law,
Employee shall be physically or mentally incapacitated or disabled or otherwise
unable fully to discharge his/her duties hereunder for a period of ninety (90)
consecutive days, (ii) Employee shall be convicted, plead guilty, or enter a
plea of nolo  contendere to a
felony or a crime involving moral turpitude, (iii) Employee shall commit any
act or omit to take any action in bad faith and to the detriment of the
Company, or (iv) Employee shall (A) willfully and continually fail to perform
his/her duties or obligations under any provision of this Agreement other than
Section 6 or 8 in any material respect, and shall not correct such failure
within thirty (30) days after receipt of written notice thereof, or (B) fail to
perform his/her duties or obligations under Section 6 or 8 in any material
respect, then, and in 



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each such case, the Company shall have the right to
give notice of termination of Employee’s services hereunder as of a then
present or future date to be specified in such notice, Employee’s employment
shall terminate on the date so specified, the Company shall pay Employee
his/her base annual salary through the date of termination only, and, except as
provided by law or the terms of the applicable benefit plan, Employee shall
continue to receive the other benefits set forth in Section 3 through the date
of termination only, and


(b)                   if (i) (A) Employee resigns
for “Just Cause,” as defined below, or (B) the Company terminates Employee’s
employment for reasons other than those specified in Section 9(a) and (ii)
Employee is in full compliance with his obligations under Sections 6 and 8,
then, for a period of time after termination equal to the length of the “Required
Notice” as determined under Section 1 above, (1) the Company shall pay Employee
his/her base annual salary at the rate in effect on the date of such employment
termination, payable at such intervals (at least monthly) as salaries are paid
generally to executive officers of the Company and (2) Employee shall continue
to be eligible to receive such benefits as Employee would have been entitled to
under Section 3 had his/her employment not terminated; provided that the obligations of the Company pursuant to Section 9(b)
shall terminate if Employee does not remain in full compliance with Sections 6
and 8.  For the purposes hereof,
the Employee shall be deemed to have resigned for “Just Cause” in the event
that the Employee resigns within sixty (60) days following either (A) the
Company, without the express written consent of the Employee, (i) imposes any
significant change in the Employee’s function, duties, or responsibilities that
is not consistent with the Employee being an executive of the Company and fails
to rescind or modify such change within ten (10) business days after receipt of
written notice from the Employee, or (ii) fails to make any material payment,
or provide any material benefit to the Employee, contemplated hereunder, and
fails to correct any such deficiency within ten (10) business days after
receipt of written notice from the Employee, or (B) the Company shall breach
any other term of this Agreement and shall not correct such failure or breach
within thirty (30) days after written notice from Employee.  The payments to be made to the Employee
hereunder shall be made without regard to any compensation or remuneration
earned by the Employee from any source after the date of the termination of
his/her employment.


(c)                   If (i) (A) Employee resigns
for “Just Cause,” as defined above, or (B) the Company terminates Employee’s
employment for reasons other than those specified in Section 9(a) and (ii)
Employee is not in full compliance with his/her obligations under Sections 6
and 8, the Company shall pay Employee his/her base annual salary only through
the date of termination of employment and, except as provided by law or the
terms of the applicable benefit plan, Employee shall continue to receive the
other benefits set forth in Section 3 through the date of termination
only.  Employee shall repay to the
Company any amounts previously paid to which Employee was not entitled.


(d)                   If Employee shall die, then
this Agreement shall terminate on the date of Employee’s death, whereupon
Employee or his/her estate, as the case may be, (i) shall be entitled to
receive only his/her salary at the rate provided in Section 3 to the end of the
calendar month within which the date of termination shall take effect, plus
his/her salary at the rate provided in Section 3 for the next two calendar
months, and (ii) for purposes of the Units only, Employee shall be deemed to be
employed by the Company for the period that would have been remaining in the
Employment Period if Employee had not so died.


Nothing contained in this Section 9 shall be deemed to limit any other
right the Company may have to terminate Employee’s employment hereunder upon
any ground permitted by law.



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10.           Merger,
Etc.  In
the event of a future disposition of (or including) the properties and business
of the Company, substantially as an entirety, by merger, consolidation, sale of
assets, or otherwise, then the Company shall assign this Agreement and all of
its rights and obligations hereunder to the acquiring or surviving corporation
or other entity, and such corporation or other entity shall assume in writing
all of the obligations of the Company hereunder.


11.           Survival.  The
covenants, agreements, representations, and warranties contained in or made
pursuant to this Agreement shall survive Employee’s termination of employment,
irrespective of any investigation made by or on behalf of any party.


12.           Modification.  This
Agreement sets forth the entire understanding of the parties with respect to
the subject matter hereof, supersedes all existing agreements between them
concerning such subject matter, and may be modified only by a written
instrument duly executed by each party.


13.           Notices.  Any notice or
other communication required or permitted to be given hereunder shall be in
writing and shall be mailed by certified mail, return receipt requested, given
by Federal Express, Express Mail, or similar overnight delivery or courier
service, or delivered against receipt to the party to whom it is to be given at
the address of such party set forth in the preamble to this Agreement (or to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section 13). 
Notice to the estate of Employee shall be sufficient if addressed to
Employee as provided in this Section 13. 
Any notice or other communication given shall be deemed given at the
time of receipt thereof.


14.           Waiver.  Any waiver
by either party of a breach of any provision of this Agreement shall not
operate as or be construed to be a waiver of any other breach of such provision
or of any breach of any other provision of this Agreement.  The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.  Any waiver must be in writing.


15.           Binding
Effect. 
Employee’s rights and obligations under this Agreement shall not be
transferable by Employee by assignment or otherwise, such rights shall not be
subject to commutation, encumbrance, or the claims of Employee’s creditors, and
any attempt to do any of the foregoing shall be void.  The provisions of this Agreement shall be
binding upon and inure to the benefit of Employee and his/her heirs and
personal representatives, and shall be binding upon and inure to the benefit of
the Company and its successors and those who are its assigns under Section 10.


16.           Separability.  If any
provision of this Agreement is invalid, illegal, or unenforceable, the balance
of this Agreement shall remain in effect, and if any provision is inapplicable
to any person or circumstance, it shall nevertheless remain applicable to all
other persons and circumstances.


17.           No
Third Party Beneficiaries.  This Agreement does not create, and shall not
be construed as creating, any rights enforceable by any person not a party to
this Agreement (except as provided in Section 15).


18.           Headings.  The headings
in this Agreement are solely for the convenience of reference and shall be
given no effect in the construction or interpretation of this Agreement.


19.           Counterparts;
Governing Law. 
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute 



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one and the same instrument.  It shall be governed by and construed in
accordance with the laws of the State of Maryland, without giving effect to
conflict of laws principles.


20.           Indemnification.  The Company shall indemnify the Employee, to
the maximum extent permitted by applicable law and in accordance with the
Company’s By-Laws, from any and all claims relating to or arising out of the
performance by the Employee of his/her duties hereunder, or his/her acts or
omissions as an officer, director or employee of the Company, and the Company
shall hold harmless the Employee from any and all costs or expenses actually
and reasonably suffered or incurred by him/her in connection with the defense
against any such claim, reimbursing such costs and expenses as the same are
incurred by the Employee.  However, the
Company shall not be required to indemnify the Employee with respect to any
proceeding initiated by the Employee against the Company, or any counterclaim,
cross-claim, affirmative defense or similar claim of the Company in connection
with any such proceeding.


21.           Legal
Expenses.  In the event of any
litigation arising out of, or relating to, this Agreement or the Employee’s
employment with the Company, the prevailing party shall be entitled to recover
from the other party his/her/its legal fees, expert witness fees, court costs,
and other reasonable expenses incurred in connection with any such litigation.


 


IN WITNESS
WHEREOF, the parties have duly executed this Agreement as of the date first
above written.


	
  GENERAL PHYSICS CORPORATION

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
				



 


The undersigned
hereby agrees to the provisions of Sections 3(f), 9(b), and 9(d) of this
Agreement to the extent such provisions relate to options to purchase GPSC
common stock or to Units.


	
   

  	
  GP STRATEGIES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 



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