Exhibit 10.11
AGREEMENT
AGREEMENT, dated December 29, 1998, among GP Strategies Corporation, a
Delaware corporation with an address at 9 West 57th Street, Suite 4170, New
York, New York 10019 (the "Company"), Jerome I. Feldman with an address at 145
West Patent Road, Bedford Hills, New York 10507 ("Feldman"), and Martin M.
Pollak with an address at 16 Springwood Path, Syosset, New York 11791
("Pollak").
WHEREAS, Pollak is a founder, and since 1959 has been Executive Vice
President, Treasurer, and a Director, of the Company; and
WHEREAS, Pollak is employed by the Company pursuant to an Employment
Agreement, dated May 19, 1995, as amended, between the Company and Pollak (the
"Employment Agreement"); and
WHEREAS, Pollak holds certain options (the "Pollak Options") to purchase
shares of the Class B Capital Stock, par value $.01 per share (the "Class B
Capital Stock"), of the Company, including (i) options to purchase 100,000
shares of Class B Capital Stock which are exercisable at a price of $9.00 per
share and expire in December 1998 (the "First Exchanged Pollak Options") and
(ii) options to purchase 93,750 shares of Class B Capital Stock which are
exercisable at a price of $9.00 per share and expire in June 1999 (the "Second
Exchanged Pollak Options" and, collectively with the First Exchanged Pollak
Options, the "Exchanged Pollak Options"), all as more particularly identified on
Schedule A hereto; and
WHEREAS, Feldman holds certain options (the "Feldman Options") to purchase
shares of the Common Stock, par value $.01 per share (the "Common Stock" and,
together with the Class B Capital Stock, the "Company Stock"), of the Company,
as more particularly identified on Schedule B hereto; and
WHEREAS, Pollak wishes to retire from the Company and, in connection
therewith, the parties hereto desire to provide for the disposition of the
Exchanged Pollak Options and for certain related matters;
NOW, THEREFORE, it is hereby agreed as follows:
13
1. The Employment Agreement shall remain in effect, subject to the terms
of this Agreement, until the scheduled expiration of its term. The parties
confirm that such term shall expire on May 31, 1999. Pollak agrees that from the
date hereof the sole obligation of the Company under the Employment Agreement
is, during the period from the date hereof to the earlier of May 31, 1999 and
the date of Pollak's death, to (a) pay his salary on the same basis as it is
paid on the date hereof and (b) continue his benefits as provided in Section 5
of the Employment Agreement (subject, in the case of the benefits described in
Section 5(e) of the Employment Agreement, to the provisions of the Consulting
Agreement (as defined below)), which obligation shall be unconditional
irrespective of any action or inaction of Pollak or the Company except that the
Company (by not less than 10 days notice to Pollak) may terminate such
obligation if Pollak shall be convicted of a crime involving moral turpitude,
shall commit any act involving dishonesty, disloyalty, or fraud with respect to
the Company, or shall be grossly negligent or engage in willful misconduct with
respect to the Company.
2. On the date hereof, Pollak and the Company are entering into a
consulting and severance agreement (the "Consulting Agreement"), in the form
attached hereto as Exhibit A.
3. Each Permitted Pollak Stockholder (as hereinafter defined) agrees that,
until May 31, 2004, he will vote or (if requested by the Company) execute a
written consent, with respect to all voting shares of the Company beneficially
owned by him, on any matter in accordance with the recommendation of the
Company's Board of Directors; provided, that this voting agreement shall be
effective only during any period commencing on the date any person or group
commences or enters into, or publicly announces an intention to commence or
enter into, and ending on the date such person abandons, a tender offer, proxy
fight, or other transaction that may result in a change in control of the
Company. The Company shall give the Pollak Designated Holder (as hereinafter
defined) prompt written notice of the commencement and end of any period during
which the foregoing voting agreement is in effect. For purposes of the
foregoing, a "change in control" shall have the meaning of such term as used in
Form 8-K promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In furtherance
of the foregoing, and until May 31, 2004, each Permitted Pollak Stockholder
hereby grants to any officer of the Company designated by the Board of Directors
a power of attorney and a proxy, each of which shall be irrevocable and coupled
with an interest, to vote or execute a written consent with respect to all such
shares at any time when the voting agreement provided hereunder is in effect,
and further agrees at the request of the Company to extend or renew such power
and proxy if the same shall expire pursuant to applicable law prior to May 31,
2004.
4. The expiration date of the First Exchanged Pollak Options is hereby
amended to be January 31, 1999.
5. On January 4, 1999, or such earlier date as Pollak and Feldman may
agree (the "Exchange Date"):
(a) Pollak will deliver to Feldman the Exchanged Pollak Options,
together with the original stock option agreements representing the
Exchanged Pollak Options and option transfer powers with respect thereto.
(b) In consideration for the Exchanged Pollak Options, Feldman will
deliver to Pollak:
(i) A portion of the Feldman Options, identified as provided
below (the "Exchanged Feldman Options"), together with the original
stock option agreements representing the Exchanged Feldman Options
and option transfer powers with respect thereto, and
(ii) a number of shares (the "Exchanged Shares") of Common
Stock equal (to the nearest lesser whole number) to $387,500 divided
by the Average Closing Price (as hereinafter defined) on the
Exchange Date, together with the original stock certificates
representing the Exchanged Shares and stock powers with respect
thereto.
(c) The Exchanged Feldman Options shall be those Feldman Options
with the earliest expiration dates which have an aggregate Spread (as
hereinafter defined) on the Exchange Date equal to the aggregate Spread on
the Exchange Date of the Exchanged Pollak Options.
(d) The "Spread" of any option on any date shall mean an amount
equal to the number of shares of Common Stock or Class B Capital Stock
subject to such option multiplied by the excess of the Average Closing
Price on such date over the exercise price per share of such option.
(e) The "Average Closing Price" on any date shall mean the average
of the closing sales prices of the Common Stock over the seven trading
days prior to such date.
6. If either Feldman or Pollak shall breach his obligations to consummate
the exchange contemplated by Section 5, the other party, in addition to any
other remedies, shall have the right to terminate this Agreement by notice to
the breaching party. In such event, if Pollak is the breaching party, (a) the
Consulting Agreement shall be terminated and void as if never entered into and
(b) the Employment Agreement shall be reinstated in full and the provisions of
Section 1 hereof shall be of no force or effect.
7. All Pollak Options and Feldman Options other than the Exchanged Pollak
Options and Exchanged Feldman Options shall remain in effect, subject to their
terms as currently in effect. Until the Exchange Date, Pollak agrees not to
exercise any of the Exchanged Pollak Options, provided that the Company and
Feldman comply with their obligations hereunder; and, until the Exchange Date,
Feldman agrees not to exercise any of the Feldman Options, provided Pollak
complies with his obligations hereunder.
8. The Company hereby consents to the exchange of Exchanged Pollak Options
for Exchanged Feldman Options and Exchanged Shares, and represents and warrants
that it has taken all such other action (including any amendments to its Stock
Option Plan) as is necessary to permit such exchange. The Company will promptly
issue a new option agreement, in Feldman's or Pollak's name, as the case may be,
representing the Exchanged Pollak Options or Exchanged Feldman Options delivered
to him.
9. The Company and Pollak hereby agree that any Exchanged Feldman Options,
upon delivery to Pollak in accordance with this Agreement, will be, and
(provided Pollak complies with his obligations hereunder) the options (the
"Amended Options") held by Pollak to purchase 122,167 shares of Common Stock
which expire on June 14, 1999 and December 31, 1999 are (in each case, without
any further action by any party), deemed amended to permit a "cashless" exercise
as follows:
(a) Pollak may make a cashless exercise of any Exchanged Feldman
Option or Amended Option by giving notice (the "Cashless Exercise Notice")
to the Company on or after the Exchange Date and prior to the expiration
date of such Exchanged Feldman Option or Amended Option of a cashless
exercise pursuant to this Section 9.
(b) If Pollak gives a Cashless Exercise Notice with respect to any
Exchanged Feldman Options or Amended Options, then, in settlement of such
Exchanged Feldman Options or Amended Options, the Company, as promptly as
practicable after the date on which such Cashless Exercise Notice is given
(the "Cashless Exercise Date"), shall deliver to Pollak a certificate or
certificates for a number of shares of Common Stock (determined to the
nearest lesser whole share) having a market value (based on the Average
Closing Price on the Cashless Exercise Date) equal to the aggregate Spread
of such Exchanged Feldman Options or Amended Options on the Cashless
Exercise Date.
10.(a) Pollak represents that he is acquiring or will acquire the
Exchanged Shares, any shares of Common Stock issued on exercise or cashless
exercise of Exchanged Feldman Options or Amended Options, and the shares of
Common Stock to be issued to him pursuant to the Consulting Agreement
(collectively, the "Pollak Shares"), for his own account, for investment and not
with a view to the distribution or resale thereof, and that he understands that
he may not sell or otherwise dispose of Pollak Shares in the absence of either a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), or an exemption from the registration provisions of the
Securities Act; and he agrees that the certificates representing the Pollak
Shares may contain a legend to the foregoing effect.
(b) Feldman represents that he will acquire any shares of Class B Capital
Stock issued on exercise of Exchanged Pollak Options for his own account, for
investment and not with a view to the distribution or resale thereof, and that
he understands that he may not sell or otherwise dispose of such shares in the
absence of either a registration statement under the Securities Act or an
exemption from the registration provisions of the Securities Act; and he agrees
that the certificates representing such shares may contain a legend to the
foregoing effect.
11. As promptly as practicable after the date any Pollak Shares are issued
or transferred to Pollak, the Company shall file a registration statement on
Form S-3 covering the resale by Pollak of the Pollak Shares, and shall use its
reasonable best efforts to have such registration statement declared effective
as promptly as practicable thereafter and to maintain the effectiveness of such
registration statement until the earlier of the disposition by Pollak of the
Pollak Shares registered thereunder or the date on which Pollak is eligible to
sell any Pollak Shares registered thereunder still held by him pursuant to Rule
144(k) under the Securities Act (or any successor rule). The Company will file
the registration statement relating to Pollak Shares issued or transferred to
Pollak on the Exchange Date not later than 20 business days after the Exchange
Date. The Company shall pay all expenses of each such registration statement;
provided, that Pollak shall be responsible for any brokerage or underwriting
fees or commissions and any counsel or advisors representing him. Pollak will
give the Company notice at least five business days prior to any sale of Pollak
Shares and will sell all Pollak Shares in an orderly manner so as to minimize
any disruption of the trading market caused by such sales.
12.(a) Each of Pollak and Feldman hereby waives any rights of first
refusal he may have under the agreement, dated March 26, 1986, between them (the
"First Refusal Agreement"), or otherwise, with respect to the transactions
contemplated by this Agreement. Pollak hereby waives any rights of first refusal
he may have, under the First Refusal Agreement or otherwise, with respect to any
future transactions by Feldman or his successors in the Class B Capital Stock or
options to acquire Class B Capital Stock ("Class B Options").
(b)(i) If, at any time or from time to time, any Permitted Pollak
Stockholder shall propose to Dispose Of any Subject Securities other than
pursuant to (A) the exchange with Feldman contemplated by this Agreement, (B)
Section 12(b)(ii), or (C) the conversion of Subject Securities into Common
Stock, such Permitted Pollak Stockholder shall give notice (a "Sale Notice") of
such proposed Disposition to the Feldman Designated Holder describing the
proposed Disposition, accompanied by a copy of a bona fide written offer for the
purchase, for Permitted Consideration, of the Subject Securities proposed to be
Disposed Of. The Feldman Designated Holder shall have the right, by giving
notice (a "Call Notice") to such Permitted Pollak Stockholder within 30 days of
the Sale Notice, to purchase and/or cause the other Permitted Feldman
Stockholders to purchase, on the terms and on the conditions described in the
Sale Notice (subject to the provisions of this Section 12(b)), any or all of the
Subject Securities such Permitted Pollak Stockholder proposed to Dispose Of as
described in the Sale Notice. If the Feldman Designated Holder gives a Call
Notice, a closing of such purchase shall take place at such time, not later than
10 days after the date of the Call Notice, determined by the Feldman Designated
Holder and reasonably convenient to the Permitted Pollak Stockholder. If the
Feldman Designated Holder does not give a Call Notice or gives a Call Notice to
purchase less than all of the Subject Securities such Permitted Pollak
Stockholder proposed to Dispose Of as described in the Sale Notice, such
Permitted Pollak Stockholder may sell, on substantially the terms and conditions
described in the Sale Notice, any or all of the Subject Securities described in
the Sale Notice that are not purchased pursuant to a Call Notice, provided such
sale is consummated not later than 60 days after the date of the Sale Notice.
(ii) Section 12(b)(i) shall not apply to any Disposition to any Permitted
Pollak Stockholder, provided such Permitted Pollak Stockholder agrees in writing
to be bound by the terms of Section 3 and this Section 12(b) and the Feldman
Designated Holder is given notice of such Disposition.
(iii) All determinations with respect to the exercise or waiver of the
right of first refusal provided by this Section 12(b) shall be exercised by the
Feldman Designated Holder on behalf of all of the Permitted Feldman
Stockholders, and all shall be bound by any such determination. The Feldman
Designated Holder shall have the right to allocate among the Permitted Feldman
Stockholders, in such manner as he determines, any Subject Securities to be
purchased from Permitted Pollak Stockholders under this Section 12(b). The
Feldman Designated Holder shall provide notice to the Pollak Designated Holder
of any such allocation. No Permitted Feldman Stockholder shall transfer any
Subject Securities to any other Permitted Feldman Stockholder unless the
transferee agrees in writing to be bound by the provisions of this Section
12(b)(iii) .
(iv) The rights of first refusal granted by Permitted Pollak Stockholders
herein shall terminate on such date on which no Permitted Feldman Stockholder
holds any Subject Securities, including by conversion of Class B Capital Stock
into Common Stock.
(v) If any Sale Notice provides for Permitted Consideration other than
cash, (A) the Sale Notice shall state the Value thereof as of the date of the
Sale Notice and (B) the Feldman Designated Holder, in the Call Notice, may elect
for the Permitted Feldman Stockholders to pay cash in lieu of all or any part of
such non-cash Permitted Consideration. The amount of cash to be paid in lieu of
any non-cash Permitted Consideration shall be the Value of such non-cash
Permitted Consideration as of the date of the Sale Notice. If any such non-cash
Permitted Consideration is a Secured Note, the Feldman Designated Holder may
elect for the Permitted Feldman Stockholders to provide any collateral with a
Collateral Value as of the date of the Call Notice equal to the Collateral Value
required by Section 12(b)(vii)(H) to secure such Secured Note. Except as so
elected by the Feldman Designated Holder, the Permitted Feldman Stockholders
shall pay for any Subject Securities purchased by them under this Section 12
with the same consideration as proposed to be paid in the Sale Notice.
(vi) The provisions of this Section 12(b) supersede the provisions of the
First Refusal Agreement, which are terminated and of no force or effect.
(vii) The following terms shall have the following meanings:
(A) "Collateral Value" of (I) any collateral (other than Company
Stock) securing a Secured Note shall mean the fair market value of such
collateral on the date of the Sale Notice or (in the case of collateral to
be posted by a Permitted Feldman Stockholder) Call Notice and (II) Company
Stock securing a Secured Note shall mean two-thirds of the fair market
value of such Company Stock on the date of the Sale Notice or (in the case
of collateral to be posted by a Permitted Feldman Stockholder) Call
Notice. The "fair market value" of any collateral may be established by
the trading market price of any collateral which has a readily
ascertainable public trading price; by an appraisal, not more than one
year old, by a qualified independent appraiser, in the case of property
for which there is no readily ascertainable trading market; or by
reference to its face value in the case of a letter of credit or similar
obligation of a bank or other financial institution.
(B) "Feldman Designated Holder" shall mean Feldman, so long as
Feldman remains a holder of Subject Securities. If any Feldman Designated
Holder shall transfer all of his Subject Securities, such Feldman
Designated Holder or his executor shall designate one Permitted Feldman
Stockholder who is a holder of Subject Securities as the Feldman
Designated Holder, and shall notify the Pollak Designated Holder of such
designation.
(C) "Dispose Of" shall mean pledge, hypothecate, give away, sell,
grant an option with respect to, or otherwise transfer, other than
pursuant to a plan of merger or consolidation or similar transaction, to
anyone; and the term "Disposition" shall have a correlative meaning.
(D) "Marketable Securities" shall mean securities traded on any
national securities exchange or listed by the Nasdaq Stock Market, Inc. on
either its National Market or SmallCap system.
(E) "Permitted Consideration" shall mean cash, a Secured Note, or
Marketable Securities, or any combination thereof.
(F) "Permitted Feldman Stockholder" shall mean any of (I) Feldman,
(II) any parent, child, descendant, or sibling of Feldman, (III) the
spouse of any of the foregoing, (IV) any trust established by Feldman or
any of the foregoing persons, or any trustee, custodian, fiduciary, or
foundation, which will hold shares of Company Stock for charitable
purposes or for the benefit of Feldman or any of the persons described in
this Section 12(b)(vii)(F) or any combination thereof, and (V) committees,
guardians, or other legal representatives of Feldman or of any of the
other persons described in this Section 12(b)(vii)(F).
(G) "Permitted Pollak Stockholder" shall mean any of (I) Pollak,
(II) any parent, child, descendant, or sibling of Pollak, (III) the spouse
of any of the foregoing, (IV) any trust established by Pollak or any of
the foregoing persons, or any trustee, custodian, fiduciary, or
foundation, which will hold Subject Securities for charitable purposes or
for the benefit of Pollak or any of the persons described in this Section
12(b)(vii)(G) or any combination thereof, and (V) committees, guardians,
or other legal representatives of Pollak or of any of the other persons
described in this Section 12(b)(vii)(G).
(H) "Secured Note" shall mean a promissory note of a purchaser or
proposed purchaser of Subject Securities, which note (I) provides for full
recourse against the obligor, (II) requires payment in cash on or before a
stated date of a stated amount, and (III) is secured by collateral having
a Collateral Value equal to at least the face amount of such promissory
note.
(I) "Subject Securities" shall mean shares of Class B Capital Stock
and options, warrants, or other rights to acquire Class B Capital Stock.
(J) "Value" on any date of (I) any Marketable Securities shall mean
the average of the closing sales prices for such Marketable Securities, on
the principal market on which such Marketable Securities are listed or
traded, over the five trading days prior to such date, or (II) any Secured
Note shall mean the face amount of such Secured Note.
13.(a) If, at any time or from time to time, any Permitted Feldman
Stockholder shall propose to Dispose Of any Subject Securities other than
pursuant to (i) the exchange with Pollak contemplated by this Agreement, (ii)
Section 13(b), or (iii) the conversion of Subject Securities into Common Stock,
such Permitted Feldman Stockholder (the "Selling Stockholder") shall give notice
(a "Notice") of such proposed Disposition to the Pollak Designated Holder
describing the proposed Disposition. If such Disposition is a sale of Subject
Securities, then the Pollak Designated Holder shall have the right, by giving
notice (a "Tag-Along Notice") to the Selling Stockholder within 10 days of the
Notice, to sell, and/or cause the other Permitted Pollak Stockholders to sell,
on the terms and to the transferee(s) described in the Notice, a number of each
type of Subject Securities equal to the number of such type of Subject
Securities then held by the Permitted Pollak Stockholders multiplied by a
fraction, the numerator of which is the number of such type of Subject
Securities proposed to be sold by such Selling Stockholder and the denominator
of which is the number of such type of Subject Securities held by all Permitted
Feldman Stockholders at the date of the Notice; and, if the Pollak Designated
Holder gives a Tag-Along Notice, such Selling Stockholder shall not effect such
Disposition unless the Permitted Pollak Stockholders are afforded such
opportunity to sell such portion of their Subject Securities.
(b) Section 13(a) shall not apply to any Disposition to any Permitted
Feldman Stockholder, provided such Permitted Feldman Stockholder agrees in
writing to be bound by the terms of this Section 13 and the Pollak Designated
Holder is given notice of such Disposition.
(c) All determinations with respect to the exercise or waiver of the
tag-along right provided by Section 13(a) shall be exercised by the Pollak
Designated Holder on behalf of all of the Permitted Pollak Stockholders, and all
shall be bound by any such determination. The Pollak Designated Holder shall
have the right to allocate among the Permitted Pollak Stockholders, in such
manner as he determines, any Subject Securities to be sold by the Permitted
Pollak Stockholders under Section 13(a). The Pollak Designated Holder shall
provide notice to the Feldman Designated Holder of any such allocation. No
Permitted Pollak Stockholder shall transfer any Subject Securities to any other
Permitted Pollak Stockholder unless the transferee agrees in writing to be bound
by the provisions of this Section 13(c).
(d) The tag-along rights granted by Permitted Feldman Stockholders herein
shall terminate on such date on which no Permitted Pollak Stockholder holds any
Subject Securities, including by conversion of Class B Capital Stock into Common
Stock.
(e) "Pollak Designated Holder" shall mean Pollak, so long as Pollak
remains a holder of Subject Securities. If any Pollak Designated Holder shall
transfer all of his Subject Securities, such Pollak Designated Holder or his
executor shall designate one Permitted Pollak Stockholder who is a holder of
Subject Securities as the Pollak Designated Holder, and shall notify the Feldman
Designated Holder of such designation.
(f) This Section 13 shall not apply to any Common Stock held by any
Permitted Feldman Stockholder, including any acquired on conversion of any Class
B Capital Stock.
14. On the date hereof, the parties are exchanging mutual releases in the
forms attached as Exhibit B.
15. The Company represents and warrants that (a) this Agreement and the
transactions contemplated hereby have been approved by all necessary corporate
action, including, without limitation, approval of the transactions contemplated
hereby by the full Board of Directors of the Company, and (b) the execution,
delivery, and performance of this Agreement and the Consulting Agreement by the
Company will not violate, result in a breach of, conflict with, or (with or
without the giving of notice or the passage of time or both) entitle any party
to terminate or call a default under, any contract or agreement to which the
Company is a party.
16. Feldman represents and warrants that, as of the date of this
Agreement, he has not received any currently outstanding offer, orally or in
writing, to purchase any of the Class B Capital Stock held by or to be acquired
by him.
17. At any time and from time to time, each party agrees, without further
consideration, to take such actions and to execute and deliver such documents as
the other parties may reasonably request to effectuate the purposes of this
Agreement.
18. This Agreement and the Exhibits hereto set forth the entire
understanding of the parties with respect to the subject matter hereof,
supersede all existing agreements among them concerning such subject matter, and
may be modified only by a written instrument duly executed by the party to be
charged.
19. Any waiver by any 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.
20. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and the successors and assigns of the Company
and the respective assigns, heirs, and personal representatives of the
individual parties hereto.
21. 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.
22. The Company will promptly reimburse Pollak for his reasonable legal
fees and expenses incurred in connection with this Agreement.
23. 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 20).
24. 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
one and the same instrument.
25. Since a breach of the provisions of this Agreement could not
adequately be compensated by money damages, any party shall be entitled, in
addition to any other right or remedy available to him or it, to an injunction
restraining such breach or a threatened breach and to specific performance of
any such provision of this Agreement, and in either case no bond or other
security shall be required in connection therewith, and the parties hereby
consent to the issuance of such injunction and to the ordering of specific
performance.
26. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be delivered 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 26). Notice to the estate of a party shall be sufficient if addressed to
such party as provided in this Section 26. Any notice shall be deemed given at
the time of receipt thereof.
27. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to conflict of laws.
28. Except as provided in Section 25, any dispute or controversy arising
out of or relating to this Agreement or any breach of this Agreement shall be
settled by arbitration to be held in the City of New York in accordance with the
rules then in effect of the American Arbitration Association or any successor
thereto. The arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final, conclusive, and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction, and the parties
irrevocably consent to the jurisdiction of the federal and state courts located
in the State of New York courts for this purpose.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
GP STRATEGIES CORPORATION
By
Jerome I. Feldman
Martin M. Pollak
Schedule A
Exchanged Pollak Options
- -------------------------------------------------------------------------------
Grant Date Exercise Price No. of Shares1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10/11/90 $9.00 75,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10/11/90 $9.00 25,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10/11/90 $9.00 93,750
- -------------------------------------------------------------------------------
1 All are options to purchase shares of Class B Capital Stock.
Schedule B
Feldman Options
- -------------------------------------------------------------------------------
Exercise
Grant Date Exp. Date Price No. of Shares1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10/11/90 6/14/99 $9.00 25,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
12/31/96 12/31/99 $7.69 35,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
11/17/95 11/17/00 $8.375 106,250
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
07/01/97 07/01/02 $7.75 40,000
- -------------------------------------------------------------------------------
1 All are options to purchase shares of Common Stock.