Exhibit 10.9
AMENDED AND RESTATED INCENTIVE COMPENSATION AGREEMENT
Amended and Restated Agreement, dated June 11, 2003, between GP
Strategies Corporation, a Delaware corporation with principal executive offices
at 777 Westchester Avenue, White Plains, NY 10604 (the "Company"), and Jerome I.
Feldman, residing at 145 West Patent Road, Bedford Hills, New York 10507
("Employee").
WHEREAS, Employee is a founder of the Company and has for many years
been Chairman of the Board and Chief Executive Officer of the Company;
WHEREAS, Section 5(b) of the Employment Agreement, dated as of June 1,
1999, as amended (the "Employment Agreement"), between the Company and Employee
provides that the Company and Employee will negotiate in good faith to formulate
an annual incentive based compensation arrangement based on the Company
achieving certain financial milestones which will be fair and equitable to
Employee and the Company and its stockholders; and
WHEREAS, the Company and Employee have entered into an Agreement, dated
as of May 3, 2002 (the "2002 Agreement"), to provide incentive compensation to
Employee in a manner that closely aligns the amount of such compensation to the
interests of the Company's stockholders and the enhancement of stockholder
value; and
WHEREAS, as of the time of the execution of this Agreement, no
incentive compensation has been earned by Employee under the 2002 Agreement; and
WHEREAS, the Company and Employee wish to amend and restate the 2002
Agreement to modify the timing of certain payments under the 2002 Agreement.
NOW, THEREFORE, intending to be legally bound, and for and in
consideration of the mutual covenants set forth herein, the parties hereto agree
as follows:
1. Incentive Compensation. Employee shall be eligible to receive
from the Company up to five payments (each, an "Incentive
Payment"). The Employee will earn an Incentive Payment in an
amount equal to $1 million on the first date that each of the
following events occurs:
(a) the closing price of the common stock, par value $0.01 per
share, of the Company on the New York Stock Exchange (the
"Closing Price") exceeds, for at least 10 consecutive trading
days, $5.40 (the "First Incentive Payment"); provided that if
the First Incentive Payment is not earned prior to May 3,
2004, the First Incentive Payment shall be earned on the date,
if any, that the Second Incentive Payment (as defined below)
is earned;
(b) the Closing Price exceeds, for at least 10 consecutive trading
days, $6.30 (the "Second Incentive Payment"); provided that if
the Second Incentive Payment is not earned prior to the May 3,
2006, the Second Incentive Payment shall be earned on the
date, if any, that the Third Incentive Payment (as defined
below) is earned;
(c) the Closing Price exceeds, for at least 10 consecutive trading
days, $7.20 (the "Third Incentive Payment");
(d) the Closing Price exceeds, for at least 10 consecutive trading
days, $8.10; and
(e) the Closing Price exceeds, for at least 10 consecutive trading
days, $9.00.
Each Incentive Payment shall be paid on the date it is earned, except that any
Incentive Payment earned prior to December 31, 2003 shall be paid on the last
payroll payment date in 2003.
2. Set-off Against Loans. To the extent there are any outstanding loans
from the Company to Employee at the time an Incentive Payment is payable, the
Company will set off the payment of such Incentive Payment against the
outstanding principal and interest under such loans.
3. Termination. This Agreement will terminate on the earlier to occur
of (a) May 3, 2007 and (b) the date of termination of Employee's employment with
the Company (other than termination by (i) the Company in breach of the
Employment Agreement or (ii) Employee for Good Reason (as defined in the
Employment Agreement)). Notwithstanding anything set forth in this Agreement to
contrary, (A) no Incentive Payment shall be earned after the termination of this
Agreement and (B) termination of this Agreement shall not affect the obligation
of the Company to pay any Incentive Payment earned prior to such termination.
4. Employment. Notwithstanding anything set forth in this Agreement to
contrary, nothing in this Agreement shall be construed as an agreement by the
Company to employ the Employee for any period of time and, except as provided in
the Employment Agreement, the Company shall have the right at any time to
terminate the Employee with or without cause.
5. Miscellaneous.
(a) The dollar amounts in Section 1 shall be equitably adjusted for
stock splits, stock dividends, and similar transactions.
(b) This Agreement shall not be assignable, in whole or in part, by
either party without the prior written consent of the other party, and any
attempted assignment without such prior written consent shall be void.
(c) This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, representations and understandings, written or oral,
of the parties.
(d) This Agreement may not be modified, amended, or supplemented except
by a writing signed by each of the parties hereto.
(e) This Agreement may be executed in counterparts each of which shall
be deemed an original but both of which together shall constitute one and the
same instrument.
(f) This Agreement shall be governed by and interpreted under the
internal laws of the State of New York, without regard to conflicts of laws
principles.
IN WITNESS WHEREOF, the parties have signed this Agreement on
the date first set forth above.
GP STRATEGIES CORPORATION
By:
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Name:
Title:
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Jerome I. Feldman