STOCKUNIT AGREEMENT
Exhibit 10.15
STOCK UNIT AGREEMENT
THIS STOCK UNIT AGREEMENT (this Agreement) is made as of November 7, 2008, by and between GP STRATEGIES CORPORATION, a Delaware corporation (GPS), and [NAME] (Recipient).
A. Recipient is an employee, officer or director of GPS or an entity that is directly or indirectly controlled by GPS (Controlled Entity); and
B. GPS is offering this Agreement to motivate Recipient by providing the opportunity to acquire an equity interest in GPS and to align the Recipients interests with the long-term interests of GPS stockholders.
C. Capitalized terms in this Agreement that are not defined herein shall have the meanings ascribed to them in the GPS 2003 Incentive Stock Plan (the Plan).
Section 1. Stock Unit Grant. GPS hereby grants to Recipient [NUMBER] Stock Units of GPS common stock (Stock) pursuant to the Plan as provided for in the following Grant Schedule:
GRANT SCHEDULE
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Section 2. Delivery of Shares. If Recipient is (a) continuously an employee, officer or director of GPS or a Controlled Entity, from the date hereof to the Issue Date specified in the Grant Schedule for a Stock Unit and (b) in full compliance on such Issue Date with any contractual and/or legal obligations then owed by Recipient to GPS or any Controlled Entity, then, as soon as practicable after such Issue Date, Recipient shall be issued, or there shall be electronically deposited in an account belonging to Recipient, one share of Stock for each Stock Unit with such Issue Date, subject to the terms and conditions of the Plan, this Agreement, and any other agreement (an Other Agreement) between the Recipient and GPS or a Controlled Entity, as the same may be amended from time to time in the future.
Section 3. Restrictions. No Stock will be delivered to Recipient or transferred into the Recipients name pursuant to this Agreement except as provided in Section 2. Notwithstanding any other provisions of the Plan, this Agreement, or any Other agreement, the issuance or delivery of any shares of Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law or regulation applicable to the issuance or delivery of such shares, and GPS shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery hereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or national securities exchange.
Section 4. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of any successor to GPS and all persons lawfully claiming under the Recipient.
Section 5. Entire Agreement. This Agreement may not be modified or superseded except by means of a writing signed by an authorized representative of GPS and by Recipient that specifically states that is the intention of both GPS and Recipient that such writing supersede or modify this Agreement.
Section 6. Conflicts. In the case of any conflict between the provisions of this Agreement or any Other Agreement and the provisions of the Plan, the provisions of the Plan shall govern. In the case of any conflict between the provisions of this Agreement and the provisions of any Other Agreement, the provisions of the Other Agreement shall govern. The Recipient acknowledges receiving a copy of the Plan.
This Agreement is executed on behalf of GP STRATEGIES CORPORATION:
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| Scott N. Greenberg |
| Chief Executive Officer |
Recipient agrees that his/her acceptance of the Stock Units constitutes Recipients acknowledgement that he/she has carefully read this Agreement and the prospectus for the Plan and agrees to be bound by all of the provisions set forth in these documents.