Exhibit 10.1
1973 NON-QUALIFIED STOCK OPTION PLAN
OF
GP STRATEGIES CORPORATION
AS AMENDED
The purpose of the Plan is to aid GP Strategies Corporation (the
"Corporation") and its subsidiaries in attracting, retaining and motivating key
employees, directors and consultants
1. Administration
The Plan shall be administered by a Stock Option Committee (the
"Committee"), consisting of not less than two directors of the Corporation who
shall be appointed by, and serve at the pleasure of, the Board of Directors.
Subject to the provisions of the Plan, the Committee shall have full authority
to interpret the Plan, to establish an amend the rules and regulations relating
to it, and to make all other determinations necessary or advisable for its
administration.
2. Maximum Number of Shares; Source of Shares
Subject to the provisions of Section 6 hereof, the maximum number of
shares of the Corporation's $.01 par value Common Stock ("Common Stock") which
may be purchased pursuant to options granted under the Plan shall be Three
Million Three Hundred and Ninety Six Thousand, Two Hundred and Fifty
(3,396,250). Such shares may be authorized and unissued shares, or issued shares
held in the Treasury of the Corporation, including issued shares reacquired by
the Corporation.
3. Participants; Grant of Options
(a) Participants and Grants. From time to time the Committee shall,
in its sole discretion, select the key employees of the Corporation or its
subsidiaries who shall be granted options under the Plan. The term "employee,"
when used herein shall include, without limitation, officers, directors and
consultants. Upon making such selection, the Committee shall grant to each such
participant an option to purchase such number of shares of Common Stock as may
be determined by the Committee. In the absence of any specific agreements to the
contrary, no grant hereunder to a participant shall affect the right of the
Corporation or its subsidiaries to terminate the participant's employment at any
time, if the employee is an employee of the Corporation or a subsidiary.
(b) Stock Option Agreement
(l) The grant of options by the Committee to any participant shall
be effective as of the date on which the Committee shall authorize the option
for such participant, but prior to the exercise thereof, such participant shall
be required to execute and deliver a Stock Option Agreement (the "Agreement"),
which shall contain such terms and conditions consistent with the Plan as the
Committee shall determine.
(2) The Committee may, in its sole discretion, require that any
employee receiving options hereunder (the "Optionee") shall, upon the granting
of options, agree that as a condition to his acquiring shares thereunder he will
remain in the employ of the Corporation and render to the Corporation or its
Subsidiaries his services for a period not to exceed one year. Such agreement
may require that the period of required services be measures from the date of
grant of the options, from the date such options are exercised, or may require
services during periods, each not to exceed one year, measured from both the
date of grant and the date of exercise of the options granted hereunder.
(3) In any case in which required services are to be rendered after
the date of exercise of any options granted hereunder, the Corporation, subject
to the terms of this Plan, will promptly issue a certificate or certificates for
purchased shares out of either: (i) authorized but unissued shares; or (ii)
shares of its Common Stock held in the Treasury of the Corporation, provided,
however, that the Optionee shall agree to the deposit of such shares with an
escrow agent acceptable to the Corporation for the period during which he is
required, pursuant to this Plan, to render additional services. The employee
shall have all the rights of a shareholder with respect to such shares from the
time they are issued. The escrow agreement shall require the payment to the
Corporation of such amount as the Corporation shall determine is required to be
deposited, or otherwise paid over, to satisfy any withholding liability which
may be imposed upon the Corporation, including any withholding liability which
may arise by reason of the failure of the Corporation to exercise any right it
may have pursuant to Paragraph 4 of this Section 3(b).
(4) In the event that the Optionee fails to satisfy any required
period of service which he has agreed to perform, the Corporation shall have the
right to reacquire the shares deposited in escrow, pursuant to sub-paragraph 3
of this Section 3(b), by notifying the escrow agent of such intention and
tendering, in cash or certified check, an amount equal to: (i) the number of
shares the Corporation desires to reacquire; multiplied by (ii) the option price
per share set forth in the Agreement. Such payment is to be made within 90 days
of the delivery of the notice described herein.
(5) In granting non-qualified options under the Plan to eligible
persons who hold outstanding stock options, issued by the Corporation of any of
its subsidiaries, the Committee, in its sole discretion, may condition the grant
of such non-qualified options under the Optionee's consent to the cancellation
of all or a portion of such other outstanding options.
4. Option
(a) Option Price. The option price per share of each option granted
pursuant to the Plan shall be specified in the Agreement relating to such
option, and shall be not less than 85% of the market value of Common Stock on
the date the option is granted, provided, however, in no event shall the option
price per share be less than the par value thereof.
(b) Option Period. The period during which an option may be
exercised shall not exceed fifteen years from the date such option is granted
and, subject to the foregoing, the Committee may provide that any stock option
may be exercised at such time or times as the Committee may, in its discretion,
determine.
(c) Payment for Stock. An option shall be exercised by written
notice of such exercise to either the Secretary or Treasurer of the Corporation
at its principal office. The notice shall specify the number of shares for which
the option is being exercised (which number shall be not less than twenty-five
shares at any one time) and shall be accompanied by payment in full of the
purchase price of such shares. No certificates for shares so purchased shall be
issued until full payment therefor has been made and a participant shall have
none of the rights of a stockholder with respect to such shares until such
certificates are in fact issued to such participant or to an escrow agent on
such participant's behalf. Payment of the purchase price may be made by cash,
check or in shares of Common Stock, all such shares having been held by the
Employee for at least six months. The shares of Common Stock will be valued
based on their market value, as defined in Section 8 of this Plan.
5. Exercise and Cancellation of Options Upon Termination of Employment
or Death
If an Optionee shall voluntarily or involuntarily leave the employ of
the Company or its subsidiaries, unless authorized by the Committee, the option
of such Optionee shall terminate forthwith, except that the Optionee shall have
until the end of the ninetieth day, following the cessation of employment, and
not longer, to exercise any unexercised option which he could have exercised on
the day on which he left the employ of the Company or its subsidiaries;
provided, however, that such exercise must be accomplished within the term of
such option. Notwithstanding the foregoing, if the cessation of employment or
service is due to retirement on or after attaining the age of 65 or to
disability (to an extent and in a manner as shall be determined in each case by
the Committee in its sole discretion) or to death, the Optionee or the
representatives of the estate of the Optionee shall have the privilege of
exercising any options which the Optionee could have exercised at the time of
such retirement, disability, or death; provided, however, that such exercise
must be accomplished within the terms of such option, and within six months of
the Optionee's retirement, disability or death.
Nothing contained herein or in the options shall be construed to confer
on any employee any right to be continued in the employ of the Company or
derogate from any right of the Company to retire, request the resignation of or
discharge an employee or to lay off or require a leave of absence of such
employee (with or without pay), at any time, with or without cause.
6. Adjustment in Number of Shares
In the event of any subdivision or combination of the outstanding
shares of the Corporation's Common Stock, by reclassification or otherwise, or
in the event of the payment of a stock dividend, a capital reorganization, a
reclassification of shares, a consolidation or merger, the Board of Directors
shall make appropriate adjustment in the aggregate number of shares for which
grants may be made under this Plan. The Committee shall determine the
appropriate adjustment of the kind and number of shares subject to each
outstanding option, or the option price, or both, in the event of any of the
aforementioned changes in the outstanding Common Stock of the Corporation,
provided, however, that no adjustment of the option prices shall permit a
reduction in the option price per share to less than the par value thereof.
7. Non-Assignability
No options granted under the Plan shall be transferable, other than by
will or by the laws of descent and distribution, and then only to the extent
permitted by this Plan. During a participant's lifetime, options shall be
exercisable only by such participant (or in the event of his disability, by his
legal representative). Except to the extent otherwise provided by law, no
benefits under the Plan shall be subject to any legal process to levy upon, or
attach, for payment of any claim against any participant or beneficiary.
8. Definitions
As used herein, the term "subsidiary" shall have the same meaning as
"subsidiary corporation" has under Section 425(f) of the Code, "retirement"
means retirement as that word is used in the Corporation's Employees' Retirement
Plan, and "market value" when used in reference to Common Stock shall mean the
average sale price (as determined by the Committee) of such Common Stock on the
exchange, if any, where the Common Stock is traded, or if there is no other such
exchange, the average between the low-bid and high-asked prices on the date of
grant. For all purposes of the Plan, an approved leave of absence shall not
constitute interruption or termination of employment.
9. General Restrictions
The exercise of each stock option granted under the Plan shall be
subject to the condition that if at any time the Corporation shall determine, in
its sole discretion, that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration or qualification of
any shares otherwise deliverable upon such exercise upon any securities exchange
or under any State or Federal law, or the consent or approval of any regulatory
body, is necessary or desirable as a condition of, or in connection with, such
exercise or the delivery or purchase of shares thereunder, then in any such
event such exercise shall not be effective unless such withholding, listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Corporation.
10. Amendment and Discontinuance
The Board of Directors at any time may terminate the Plan, or make such
changes in, or additions to the Plan as the Board of Directors, in its
discretion, deems advisable, provided, however, that subject to the provisions
of Section 6 hereof the Board of Directors may not, without further approval by
the holders of shares of the capital stock of the Corporation possessing a
majority of the voting power of such capital stock represented in person or by
proxy at a meeting of shareholders of the Corporation duly called for such
purpose, grant options to any person other than those eligible under Section 3
hereof. No termination or amendment of the Plan may, without consent of the
holders of existing options, materially affect their rights under such options.
11. Duration
Unless this Plan is sooner terminated, options may be granted hereunder
until June 27, 2013.
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