Amendment No. 1 to
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AGREEMENT WITH STOCKHOLDERS of GP STRATEGIES CORPORATION
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October 6, 1999
The agreement entitled "Agreement With Stockholders of GP Strategies
Corporation," dated August 31, 1999, among VS&A Communications Partners III,
L.P., a Delaware limited partnership ("VS&A"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Stockholders
Agreement"), is amended as follows:
1. Section 1(d) is amended as follows:
(i) The heading of section 1(d) is amended to read as follows:
"(d) Cancellation of Certain Options; Exercise of
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Other Options."
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(ii) The following sentence is inserted before the first sentence
of section 1(d):
"Immediately prior to the consummation of the Merger, all of
the options held as of October 1, 1999 by Messrs. Feldman,
Greenberg, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇ pursuant to the
Employment Agreements dated as of June 1, 1999 between ▇▇.
▇▇▇▇▇▇▇ and the Company and the respective Employment
Agreements dated July 1, 1999 between the Company and
Messrs. Greenberg, McAuliffe, ▇▇▇▇▇ and ▇▇▇▇▇ (i.e., options
held by ▇▇ ▇▇▇▇▇▇▇ to purchase 53,623 shares and options
held by each of the other Stockholders to purchase 100,000
shares) shall be canceled, and each of the Stockholders
shall execute and deliver all such documents as VS&A
reasonably may determine to be necessary or advisable to
effect the cancellation and to confirm that the Company
shall have no further obligation with respect to the
Canceled Options.
(iii) The second sentence (previously the first sentence) of
section 1(d) is amended to read as follows:
"Prior to the record date to be set forth in the Merger
Agreement for determining the holders of outstanding shares
of the Company's Common Stock, each of the Stockholders,
provided that he has received the loan described in the next
sentence, shall exercise all of
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the then exercisable options (other than the options to be
canceled in accordance with the preceding sentence) he holds
for the purchase of any shares of either Common Stock or
Class B Capital Stock of the Company; provided however that,
Messrs. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇ shall not be required to
exercise their options unless prior to the record date the
Company has received an Acquisition Proposal from a third
party or a third party has expressed its intention orally or
in writing to the Company or to any of its officers or
directors, or in an SEC filing, or otherwise, to make an
Acquisition Proposal."
2. Section 1(f) is amended to read as follows:
"(f) Exchange of Shares for Shares of the LLC.
Immediately prior to the Merger, each of the Stockholders
other than ▇▇. ▇▇▇▇▇▇▇ shall contribute to the LLC all of
the shares of the Company's Common Stock and Class B Capital
Stock then held of record or beneficially by him, including
the shares acquired upon exercise of options, and ▇▇.
▇▇▇▇▇▇▇ shall contribute to the LLC a portion determined by
him of the shares of the Company's Common Stock and Class B
Capital Stock then held of record or beneficially by him,
including the shares acquired upon exercise of options, but
not less than the number of such shares that represent 60%
of the value of all of such shares, and each of the
Stockholders shall be entitled to receive in exchange for
those shares a membership interest in the LLC in the
proportion that the value of the shares contributed by that
Stockholder (based on the price paid for shares of that
class upon consummation of the Merger) bears to the total
equity of the LLC. "
3. Section 5 is amended to read as follows:
"5. Term.
This agreement shall continue in effect until the earliest
of (a) consummation of the Merger pursuant to the Merger
Agreement, and (b) August 31, 2000. If, however, at any time
after execution and delivery of the Merger Agreement either
party terminates the Merger Agreement and the Stockholders
have not materially breached any of their obligations under
Sections 1 and 3 of this agreement, this agreement shall
thereupon terminate. The termination of this agreement
pursuant to this provision shall not relieve any party of
liability for any prior breach of its or his obligations
under this agreement."
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Except as expressly provided above, the terms of the Stockholders
Agreement shall remain in full force and effect.
VS&A COMMUNICATIONS PARTNERS III, L.P.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: VS&A Equities III, L.L.C.,
---------------------------- its general partner
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President and
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Senior Managing Member
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
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