EXHIBIT 10.5
STOCK UNIT AGREEMENT
THIS STOCK UNIT AGREEMENT (this "Agreement") is made as of April 11, 2005,
by and between GP STRATEGIES CORPORATION, a Delaware corporation ("GPS"), and
Xxxxxx X. Xxxxxx ("Recipient").
A. Recipient is an officer of GPS or an entity that is directly or
indirectly controlled by GPS ("Controlled Entity") pursuant to an employment
agreement (the "Employment Agreement").
B. GPS is offering this Agreement to motivate Recipient by providing the
opportunity to acquire an equity interest in GPS and to align the Recipient's
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 Stock Units of
GPS common stock ("Stock") pursuant to the Plan as provided for in the following
Grant Schedule:
GRANT SCHEDULE
Number of Stock Units Issue Date
--------------------- -----------------
10,000 December 31, 2005
10,000 December 31, 2006
Section 2. Delivery of Shares. If Recipient (a) either (i) is 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 or
(ii) ceases to be an employee, officer or director of GPS or a Controlled Entity
prior to the Issue Date specified in the Grant Schedule for a Stock Unit for any
reason other than termination of the Employment Agreement by GPS or a Controlled
Entity for Cause (as defined in the Employment Agreement) or termination of the
Employment Agreement by Recipient without Good Reason (as defined in the
Employment Agreement), and (b) is 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, the
Employment 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.
1 of 2
EXHIBIT 10.5
Section 3. Restrictions. No Stock will be delivered to Recipient or
transferred into the Recipient's name pursuant to this Agreement except as
provided in Section 2. Notwithstanding any other provisions of the Plan, this
Agreement, the Employment 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. Modification. 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, the Employment Agreement, or an 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 the
Employment Agreement or an Other Agreement, the provisions of the Employment
Agreement or Other Agreement shall govern. The Recipient acknowledges receiving
a copy of the Plan.
IN WITNESS WHEREOF, the undersigned, intending to be bound hereby, have
set their hands hereto as of the date first written above.
GP STRATEGIES CORPORATION RECIPIENT
By:
_________________________ ______________________________
2 of 2
