SEPARATION AGREEMENT
This Separation Agreement (this "Separation Agreement") is made and
entered into as of the 3rd day of September, 2002, by and between General
Physics Corporation ("General Physics"), a Delaware corporation with offices at
9 West 57th Street, New York, New York 10019, and John C. McAuliffe
("McAuliffe"), who resides at 4035 Log Trail Way, Reisterstown, Maryland 21136.
WHEREAS, McAuliffe was employed by General Physics pursuant to the
terms of an Employment Agreement, dated as of July 1, 1999 (the Employment
Agreement"); and
WHEREAS, General Physics and McAuliffe have agreed that it is in their
mutual interest for McAuliffe's employment with General Physics to terminate
effective upon his execution of this Agreement and for General Physics to engage
McAuliffe on a consulting basis for a period of six months in order to provide
for an orderly transition of McAuliffe's duties and responsibilities; and
WHEREAS, the parties have reached certain mutual agreements and
understandings with respect to the termination of McAuliffe's employment with
General Physics, the termination of the Employment Agreement, and their desire
to settle claims, disputes and obligations relating to McAuliffe's employment
with General Physics and the termination thereof.
NOW, THEREFORE, IT IS HEREBY AGREED THAT:
1. Termination of Employment. McAuliffe's employment with General Physics
shall terminate effective upon the date of his execution of this Separation
Agreement (the "Execution Date"). In addition, McAuliffe hereby resigns as a
director of General Physics, effective upon the Execution Date. The parties
agree that McAuliffe's termination from General Physics was pursuant to their
mutual agreement, subject to the promises contained in this Separation
Agreement.
2. Termination of Employment Agreement. The parties agree that the
Employment Agreement is hereby terminated in its entirety and shall be of no
further force or effect.
3. Consultancy, Non-Competition and Non-Solicitation of Employees.
(a) General Physics shall engage McAuliffe as a consultant for the
six-month period commencing on the Execution Date (the "Consultancy
Period"). During the Consultancy Period and subject to his
availability, McAuliffe shall perform services to General Physics, on
an as needed basis, to assist it with the transition of his former job
duties and responsibilities. McAuliffe agrees to make himself
reasonably available for these purposes.
(b) Subsequent to the Consultancy Period and subject to his availability,
McAuliffe agrees to promptly answer any questions which may arise and
provide any necessary information to General Physics in connection with
any of his former job duties or responsibilities. McAuliffe agrees to
make himself reasonably available for these purposes.
(c) During the Consultancy Period, McAuliffe shall not (i) compete with or
be engaged in the same business as General Physics or any of its
subsidiaries (collectively, the "Company") or (ii) be employed by, or
act as consultant or lender to, or be a director, officer, employee,
member, owner, or partner of, any business or organization which,
during the period McAuliffe was employed by General Physics and
throughout the Consultancy Period, directly or indirectly competes with
or is engaged in the same business as the Company, except that in each
case the provisions of this Section 3(c) will not be deemed breached
merely because McAuliffe owns not more than 1% of the outstanding
common stock of a corporation if, at the time of its acquisition by
McAuliffe, 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.
(d) During the three-year period commencing on the Execution Date,
McAuliffe shall not (i) solicit the employment of any person employed
by the Company on or after the Execution Date or during the six-month
period immediately preceding the Execution Date (a "Restricted
Person"), during the period that such person is employed by the Company
and the six-month period after such person has ceased to be employed by
the Company, (ii) encourage any employee of the Company to leave the
employment of the Company, or (iii) disclose the name of or information
pertaining to any Restricted Person to any potential new employer,
including without limitation any new employer, partner, business
associate or business contact of McAuliffe; provided that this Section
3(d) shall not be deemed breached with respect to any person unless
McAuliffe knew or through the exercise of reasonable diligence should
have known that such person was a Restricted Person. This provision
shall not bar a new employer, partner, business associate or business
contact of McAuliffe from hiring a Restricted Person, or McAuliffe from
being involved in the hiring process, provided in each case that there
has not been a breach of this Section 3(d).
(e) McAuliffe acknowledges that his adherence to the provisions of Sections
3(c) and 3(d) is a material part of the terms of this Separation
Agreement and breach by McAuliffe would cause the Company irreparable
harm for which there is no adequate remedy at law. Accordingly, if
McAuliffe should breach the provisions of Section 3(c) or 3(d), the
Company shall be entitled to injunctive relief, without the posting of
a bond, as well as actual damages sustained by the Company, if any, as
a result of such breach.
(f) To compensate McAuliffe for his services as set forth in Sections 3(a)
and 3(b) and in consideration for McAuliffe's agreement to the
provisions of Sections 3(c) and 3(d), General Physics shall pay
McAuliffe the sum of $350,000, payable as follows: (i) $300,000, in
equal installments over the course of the Consultancy Period on General
Physics' regular payroll dates for its executives and (ii) $50,000, on
the date three years after the Execution Date. General Physics shall
not withhold taxes from such payments and shall issue McAuliffe IRS
Form 1099 for the same. McAuliffe shall be solely responsible for all
taxes due thereon and agrees to indemnify and hold General Physics
harmless for any taxes due and owing on such payments.
4. Severance Pay. General Physics shall provide McAuliffe with severance
pay in the sum of $1,200,000, payable in equal installments on each of the
following dates: (i) the Effective Date (as defined in Section 19(e)); (ii) six
months after the Execution Date; and (iii) January 2, 2004. Each severance
payment shall be subject to applicable federal, state, local and other legally
required withholdings and deductions.
5. Failure to Pay. General Physics agrees that the timely payment of the
sums set forth in Sections 3 and 4 is a material part of the terms of this
Separation Agreement. If General Physics shall fail to pay any such sum when
due, and such failure shall continue for a period of five business days after
General Physics has received notice from McAuliffe setting forth the facts of
such failure, all sums set forth in Sections 3 and 4 that are then unpaid shall
be immediately due and payable, together with interest at the rate of 15% per
annum from the due date to the date paid.
6. Announcement. The parties agree that GP Strategies Corporation ("GPS"),
the parent of General Physics, will issue the attached press release (the "Press
Release") with respect to McAuliffe's employment termination and his
transitional consultancy arrangement, and that all internal announcements made
by General Physics will be consistent with the Press Release.
7. Confidential Information. All confidential information relating to the
business of the Company, the business of GPS or its other subsidiaries or
affiliates (collectively, the "Parent"), or the business of any of their
respective customers or suppliers which McAuliffe (a) learned in the course of
his employment, (b) may obtain during the Consultancy Period, or (c) may have
created or shall create on the Company's or the Parent's behalf, shall not be
published, disclosed, or made accessible by him to any other person, firm, or
corporation at any time, except for the benefit of the Company or the Parent. On
or before the Effective Date, McAuliffe shall return to General Physics all
tangible evidence of such confidential information, including without limitation
his business diaries; provided that McAuliffe shall be permitted to retain a
copy of his business diaries, subject to the provisions of the first sentence of
this Section 7. For the purpose hereof, the term "confidential information"
shall not include information which (i) becomes generally available to the
public other than as a result of disclosure by McAuliffe, (ii) was available to
McAuliffe on a non-confidential basis prior to his employment with the Company
or (iii) becomes available to McAuliffe on a non-confidential basis from a
source other than the Company or any of its agents, provided that such source is
not bound by a confidentiality obligation to the Company.
8. Patents. Any interest in patents, patent applications, inventions,
copyrights, developments, processes, and other intellectual property
("Inventions") which McAuliffe now has or hereafter may have, as a result of his
having been employed by or acting as a consultant to the Company, shall belong
to the Company. McAuliffe shall forthwith, upon request of the Company, execute
all such assignments and other documents and take all such other actions as the
Company may reasonably request in order to vest in the Company all of his
rights, title, and interest in and to the Inventions free and clear of all
liens.
9. Continuing Health Coverage. Should McAuliffe elect continuation health
insurance coverage under COBRA, General Physics shall pay his COBRA premiums for
his current family health coverage (or comparable coverage as the case may be)
for the duration of the COBRA period and, thereafter until the third anniversary
of the Execution Date, provide him with the same or comparable health coverage
at its expense, provided that if McAuliffe becomes eligible to participate in a
comparable health insurance plan of another employer, General Physics shall have
the option to terminate his COBRA or other General Physics-provided coverage
then in effect and, instead, reimburse McAuliffe for the share of the health
insurance premiums for which he is charged by his new employer.
10. Automobile. General Physics shall continue to make the lease payments
on the car General Physics currently provides to McAuliffe, and shall pay
McAuliffe a monthly allowance of $100 for gas and maintenance during the lease
period. General Physics shall exercise the buy-out option at the end of the
lease period and transfer title to the car to McAuliffe, free and clear of all
liens.
11. Life Insurance. For a period of three years from the Execution Date,
General Physics shall continue to pay the premiums for the MetLife Flexible
Premium Variable Life Insurance Policy currently provided to McAuliffe and paid
for by General Physics, and shall assign (or, if assignment is not permitted,
pay the cash value of) such policy to him at the end of such period
12. Country Club Membership. For a period of three years from the Execution
Date, General Physics shall continue to pay for McAuliffe's current country club
membership.
13. Stock Options. On the Effective Date, McAuliffe shall vest in all of
his unvested stock options to purchase stock of GPS, Millennium Cell Inc. and
Five Star Products, Inc. In lieu of paying the exercise price of such options in
cash, McAuliffe shall have the right to surrender any or all of such options,
prior to their respective original termination dates or any extensions thereof,
in exchange for securities of the type issuable upon exercise of such options
with a fair market value on the date of surrender equal to the amount, if any,
by which (a) the fair market value on the date of surrender of the securities
issuable upon exercise of the options surrendered exceeds (b) the aggregate
exercise price of the options surrendered.
14. Cooperation in Litigation. McAuliffe shall endeavor to make himself
reasonably available and cooperate fully with the Company and the Parent and
their respective counsel in the prosecution or defense of any legal proceedings
in which the Company or the Parent is a party to the extent such legal
proceedings involve claims which arose while McAuliffe was an employee of
General Physics, including but not limited to the action entitled General
Physics Corporation v. Electronic Data Systems Corporation (the "Action") and
the arbitration entitled General Physics Corporation v. Electronic Data Systems
Corporation (the "Arbitration"). Without limiting the generality of the
foregoing, McAuliffe shall voluntarily appear in New York to give testimony in
connection with the Action or the Arbitration if requested by General Physics or
its counsel to do so. General Physics shall reimburse McAuliffe for his
reasonable expenses incurred in connection with his fulfilling his obligations
under this Section 14.
15. Non-Disparagement. McAuliffe will not, whether directly or indirectly,
make any disparaging remarks about the Company or the Parent or any current,
former or future director, officer, trustee, employee, agent, attorney,
successor or assign of the Company or the Parent, or make any statements
inconsistent with the Press Release, except in each case as may be required by
law. General Physics will not, and will undertake reasonable efforts to ensure
that its directors, officers, affiliates, attorneys and senior managers do not,
whether directly or indirectly, make any disparaging remarks about McAuliffe, or
make any statements inconsistent with the Press Release, except in each case as
may be required by law or stock exchange regulation.
16. Benefits Not Otherwise Entitled To. McAuliffe acknowledges that the
aggregate of the compensation and benefits provided to him in this Separation
Agreement are above and beyond any benefits to which he is otherwise legally
entitled.
17. General Release by McAuliffe. McAuliffe agrees that, in consideration
of this Separation Agreement, he releases and forever discharges the Company and
the Parent and each of their respective current, former, and future directors,
trustees, officers, employees, agents, attorneys, successors, and assigns
(collectively, "Releasees") from all actions, causes of action, suits, debts,
sums of money, covenants, agreements, promises, claims, and demands whatsoever,
whether known or unknown, in law or equity, whether statutory or common law,
whether federal, state, local, or otherwise (collectively, "Claims"), including,
but not limited to, any Claims relating to, or arising out of any aspect of
McAuliffe's employment with General Physics or his work for the Company or the
Parent, or the termination of such employment, including, but not limited to:
(a) any and all Claims of breach of the Employment Agreement, wrongful
discharge or equitable estoppel;
(b) any and all Claims for wages or employee benefits, including, but not
limited to, any and all claims under the Employee Retirement Income Security
Act, the Fair Labor Standards Act, or any federal, state or local labor or
benefits law;
(c) any and all Claims of employment discrimination on any basis,
including, but not limited to, claims under Title VII of the Civil Rights Act of
1964, as amended, the Age Discrimination in Employment Act of 1967, as amended
(the "ADEA"), the Americans with Disabilities Act of 1990, 42 U.S.C. ss. 1981,
the Maryland Human Relations Commission Act, the New York State Executive Law,
the New York City Human Rights Law, and any and all claims under any other
federal, state, or local civil or human rights law; and
(d) any and all Claims for monetary recovery, including, but not limited
to, separation pay, back pay, front pay, liquidated, compensatory and punitive
damages, disbursements and costs,
which against the Releasees, McAuliffe or his heirs, executors or
administrators, ever had, now have, or hereinafter can, shall, or may have, for,
upon, or by reason of any matter, cause, or thing whatsoever, from the beginning
of time to the Execution Date, provided that nothing herein shall prevent
McAuliffe from enforcing the provisions of this Separation Agreement.
18. Release by General Physics and GPS. General Physics and GPS each agrees
that, in consideration of this Separation Agreement, it releases and forever
discharges McAuliffe from all Claims, including, but not limited to, any Claims
relating to, or arising out of any aspect of McAuliffe's employment with General
Physics or his work for the Company or the termination of such employment, which
against McAuliffe, General Physics or GPS ever had, now has, or hereinafter can,
shall, or may have, for, upon, or by reason of any matter, cause, or thing
whatsoever, from the beginning of time to the Execution Date, but only to the
extent such Claims are based upon facts ("Known Facts") that are known or
through the exercise of reasonable diligence should have been known by Jerome I.
Feldman, Scott N. Greenberg, or Douglas Sharp, provided that nothing herein
shall prevent General Physics and GPS from enforcing the provisions of this
Separation Agreement.
19. Employment Law Matters.
(a) Knowing and Voluntary Waiver. McAuliffe agrees that this Separation
Agreement constitutes a knowing and voluntary waiver of all Claims McAuliffe may
have against the Releasees, or any of them, under the ADEA.
(b) Attorney Consultation. General Physics hereby advises McAuliffe of his
right to consult with an attorney prior to executing this Separation Agreement
and McAuliffe expressly acknowledges that he has thoroughly reviewed this
Separation Agreement with his attorney, Ronald W. Taylor, Esq. of Venable,
Baetjer and Howard, LLP.
(c) Time to Consider. McAuliffe acknowledges that General Physics has
provided him a period of at least 21 days in which to consider this Separation
Agreement before executing this Separation Agreement. McAuliffe acknowledges
that his execution of this Separation Agreement at any time prior to the end of
the 21-day period that General Physics gave him to consider this Separation
Agreement was on a knowing and voluntary basis. Any such waiver by McAuliffe of
his right to consider this Separation Agreement for at least 21 days was due to
McAuliffe's belief that he had ample time in which to consider and understand
this Separation Agreement and in which to review this Separation Agreement with
his attorney.
(d) Rights of the EEOC. McAuliffe acknowledges that this Separation
Agreement may not affect the rights and responsibilities of the Equal Employment
Opportunity Commission ("EEOC") to enforce the ADEA, or other employment
discrimination statutes, or be used to justify interfering with the protected
right of McAuliffe to file a charge or participate in an investigation or
proceedings conducted by the EEOC. In the event that the EEOC pursues any claim
against the Company with respect to matters arising up to the Execution Date,
McAuliffe waives all rights to personally receive damages, benefits or relief of
any kind, including, but not limited to reinstatement, back pay or front pay,
from the claim, provided this sentence shall not apply to any successful claim
made by McAuliffe that his waiver of his ADEA claim was not knowing and
voluntary.
(e) Effective Date. This Separation Agreement will not become effective
until the eighth day following the Execution Date (the "Effective Date"). During
the seven days immediately after the Execution Date, McAuliffe may revoke this
Separation Agreement by delivering a signed letter stating his intention to
revoke this Separation Agreement to Jerome I. Feldman, Chairman and CEO, General
Physics Corporation, 9 West 57th Street, New York, New York 10019. The
revocation letter must be received by Mr. Feldman on or before the seventh day
after the Execution Date to be effective.
20. No Suits.
(a) McAuliffe represents and warrants that he has never commenced or filed
and covenants and agrees never to commence, file or in any way prosecute or
cause to be commenced or prosecuted against the Releasees or any of them, any
action, lawsuit, charge, complaint or other proceedings, whether administrative,
judicial, legislative or otherwise (collectively, "Actions"), including, but not
limited to, any Action for damages, attorneys' fees, disbursements, costs or
equitable relief, based upon or seeking relief on account of actions or failures
to act by the Releasees which may have occurred or failed to occur prior to the
Execution Date. McAuliffe further represents that he will not aid, abet or
assist in any manner whatsoever any other third party in filing, pursuing or
maintaining any such Action against any of the Releasees, except if compelled to
do so by valid legal process or if otherwise required to do so by law. McAuliffe
agrees that in the event he files or commences any Action of any kind in breach
of this Separation Agreement, or voluntarily assists any third party do the
same, he shall pay all of the attorneys' fees, expenses and costs incurred by
Releasees in responding to such Action.
(b) General Physics and GPS each represents and warrants that it has never
commenced or filed against McAuliffe, any Action, including, but not limited to,
any Action for damages, attorneys' fees, disbursements, costs or equitable
relief, based upon or seeking relief on account of actions or failures to act by
McAuliffe which may have occurred or failed to occur prior to the Execution
Date. General Physics and GPS each covenants and agrees never to commence, file
or in any way prosecute or cause to be commenced or prosecuted against
McAuliffe, any Action, including, but not limited to, any Action for damages,
attorneys' fees, disbursements, costs or equitable relief, based upon or seeking
relief on account of actions or failures to act by McAuliffe which may have
occurred or failed to occur prior to the Execution Date, other than Actions
which (i) are not based on Known Facts and (ii) relate to a material breach of
McAuliffe's fiduciary duties. General Physics and GPS each further represents
that it will not aid, abet or assist in any manner whatsoever any other third
party in filing, pursuing or maintaining any such Action against McAuliffe,
except if compelled to do so by valid legal process or if otherwise required to
do so by law. General Physics and GPS each agrees that in the event it files or
commences any Action of any kind in breach of this Separation Agreement, or
voluntarily assists any third party do the same, it shall pay all of the
attorneys' fees, expenses and costs incurred by McAuliffe in responding to such
Action.
21. Non-Admission of Wrongdoing. This Separation Agreement shall not in any
way be construed as an admission by the Company or the Parent of any liability,
or of any unlawful, discriminatory, or otherwise wrongful acts whatsoever
against McAuliffe or any other person.
22. Acknowledgment of Full Payments. McAuliffe acknowledges and agrees that
the Company and the Parent have paid to him all of the salary, commissions,
bonuses and accrued vacation pay through the Execution Date and that the Company
and the Parent owe no salary, commissions, bonuses, vacation pay, employee
benefits, separation payments or other compensation or payments of any kind or
nature, other than (a) compensation with respect to the period prior to the
Execution Date that is payable in the ordinary course on a payroll date that is
after the Execution Date and (b) as provided in this Separation Agreement.
23. Permanent Severance of Employment. McAuliffe acknowledges and agrees
that neither the Company nor the Parent shall have any affirmative obligation to
employ him and that failure to do so will not be deemed retaliation in violation
of any statute or rule of law.
24. Opportunity to Cure. If either party shall breach any provision of this
Separation Agreement and such breach is curable, a breach shall not be deemed to
have occurred for purposes of this Separation Agreement unless (a) the other
party shall give the breaching party notice of such breach and (b) such breach
is not cured within five business days of receipt of such notice.
25. No Right of Offset or Set-Off. Neither party shall be entitled to
exercise a right of offset or set-off with respect to a Claim against the other
party in the absence of a judicial determination of a court of competent
jurisdiction establishing the validity of such Claim.
26. Entire Contract. This Separation Agreement sets forth the entire
agreement between McAuliffe and General Physics and supersedes in its entirety
the Employment Agreement and any and all other prior agreements, understandings
or representations relating to McAuliffe's employment or its cessation or the
subject matter hereof. McAuliffe represents that in entering this Separation
Agreement he does not rely on any statement or fact not set forth herein. This
Separation Agreement may not be modified or amended or any term or provision
waived or discharged except in writing, signed by the party against whom such
amendment, modification, waiver or discharge is sought to be enforced.
27. Severability. Should any provision of this Separation Agreement be
declared or determined by a court to be illegal or invalid, the court shall have
the power to modify this Separation Agreement so that it conforms with
prevailing law and the validity of the remaining parts, terms, or provisions
shall not be affected thereby. If any provision of this Separation Agreement
shall be held, declared or pronounced void, voidable, invalid, unenforceable or
inoperative, in whole or in part, for any reason by any court of competent
jurisdiction, government authority or otherwise, such holding, declaration or
pronouncement shall not effect adversely any other provision of this Separation
Agreement, which shall remain in full force and effect and be enforced in
accordance with its terms.
28. Governing Law, Jurisdiction and Place of Suit. This Separation
Agreement shall be interpreted, construed, and enforced pursuant to the laws of
the State of Maryland, without giving any effect to principles of conflict of
laws. McAuliffe agrees that any dispute arising out of the interpretation or
application of this Separation Agreement or his cessation of employment will be
filed in a court located within the State of Maryland, having jurisdiction over
the subject matter of the action.
29. Construction/Captions. This Separation Agreement will not be construed
against any party on the ground that it was the drafter of this Separation
Agreement or any particular provision. All captions and headings herein
contained are inserted for convenience of reference only and shall not affect
the meaning or interpretation of this Agreement.
30. Notices. Any notice to be given hereunder will be deemed sufficient if
given in writing and delivered personally, via overnight delivery service with
proof of delivery, or by certified mail, return receipt requested, to General
Physics at 9 West 57th Street, New York, New York 10019, Attn: Jerome I.
Feldman, Chairman and CEO, with a copy to Robert J. Hasday, Esq., Duane Morris
LLP, 380 Lexington Avenue, New York, New York 10168, and to McAuliffe at 4035
Log Trail Way, Reisterstown, Maryland 21136, with a copy to Ronald W. Taylor,
Esq., Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank & Trust Building, 2
Hopkins Plaza, Baltimore, Maryland 21201, or in either case to such other
person(s) or address(es) as either party may notify the other in writing.
31. Successors; Binding Agreement.
(a) McAuliffe may not assign this Separation Agreement or any part hereof
without the prior written consent of General Physics, provided that nothing
herein shall preclude one or more beneficiaries of McAuliffe from receiving any
amount that may be payable following the occurrence of his legal incompetency or
his death and shall not preclude the legal representative of his estate from
receiving such amount or from assigning any right hereunder to the person or
persons entitled under his will or, in the case of intestacy, to his estate. The
term "beneficiaries," as used herein, shall mean a beneficiary or beneficiaries
so designated to receive any such amount or if no beneficiary has been
designated, the legal representative of McAuliffe (in the event of his
incompetency) or McAuliffe's estate.
(b) In the event of the death of McAuliffe, General Physics shall pay to
the estate or other legal representative of McAuliffe the amounts specified in
this Separation Agreement.
(c) General Physics shall not sell all or substantially all of its assets
unless the purchaser agrees to assume the obligations of General Physics under
this Separation Agreement and to perform all of the obligations of General
Physics hereunder.
(d) This Separation Agreement shall inure to the benefit of and be binding
upon General Physics and its successors and assigns and McAuliffe and his
personal or legal representatives, executors, administrators, permitted assigns,
heirs, distributees, devisees and legatees, and shall inure to the benefit of
the Releasees and their respective successors, assigns, personal or legal
representatives, executors, administrators, heirs, distributees.
32. Legal Fees. Not later than the later of (a) the Effective Date and (b)
five days after receiving an invoice therefor, General Physics shall pay to
McAuliffe (by check payable to Venable, Baetjer and Howard, LLP) all legal fees
(not to exceed $15,000) incurred by McAuliffe in connection with his review and
negotiation of the terms and conditions of this Separation Agreement.
33. D&O Insurance. The Company shall provide directors and officers
liability insurance coverage for McAuliffe to the same extent that it covers
other former directors and officers of the Company.
34. Acknowledgment. McAuliffe expressly acknowledges, represents and
warrants that he (a) has carefully read this Separation Agreement; (b) fully
understands the terms, conditions and significance of this Separation Agreement,
including the fact that it includes a release of known and unknown ADEA (i.e.,
age discrimination) and other claims; (c) has had ample time to consider this
Separation Agreement; (d) has been advised by General Physics to consult with
an attorney concerning this Separation Agreement; (e) has had a full opportunity
to review this Separation Agreement with his attorney, Ronald W. Taylor; and (f)
has executed this Separation Agreement voluntarily, knowingly, and with such
advice of counsel as he has deemed appropriate.
IN WITNESS WHEREOF, the parties have executed this Separation Agreement as
of the day and year first above written.
John C. McAuliffe Date September 3, 2002
GENERAL PHYSICS CORPORATION
By: Jerome I. Feldman Date September 3, 2002
Chairman and Chief Executive Officer
GP STRATEGIES CORPORATION (As to Sections 18 and 20(b) only)
By: Jerome I. Feldman Date September 3, 2002
Chairman and Chief Executive Officer