GSE SYSTEMS INC (Form: 8-K, Received: 08/19/2016 16:58:06)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 15, 2016

GSE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-14785	52-1868008
(State of incorporation)		(Commission File Number)	(I.R.S. Employer Identification Number)
	1332 Londontown Blvd., Sykesville, MD 21784
(Address of principal executive offices and zip code)

(410) 970-7800

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation or the registrant under any of the following provisions (see General Instructions A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - 2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e - 4 (c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 15, 2016, GSE Systems, Inc. ("GSE" or the "Corporation") entered into an Employment Agreement (the " Agreement ") with Christopher D. Sorrells who will assume the role of Chief Operating Officer. Mr. Sorrells will remain on the Corporation's Board of Directors and will not be considered an independent director as defined by the NYSE MKT standards.

Since August 25, 2015, Mr. Sorrells, age 47, had served as the Interim Chief Operating Officer of GSE. Immediately prior to joining the Corporation, Mr. Sorrells was a Managing Director at an affiliated fund of NGP Energy Capital Management, a premier investment franchise in the natural resources industry with $16.5 billion in cumulative capital under management since inception. Prior to NGP, Mr. Sorrells worked at Clarity Partners, a private equity firm based in Los Angeles. Before Clarity Partners, Mr. Sorrells worked as an investment banker in New York for six years, first as an Associate with Salomon Smith Barney and eventually as a Principal with Banc of America Securities. He currently serves as a member of the Board of Directors of Renewable Energy Group, one of the largest publicly traded global producers of biofuels. Mr. Sorrells holds an M.B.A. from the College of William and Mary, a Master of Accounting degree from the University of Southern California, and a B.A. from Washington and Lee University. Mr. Sorrells's financial background and the extensive operational knowledge and expertise he gained working with a variety of energy, power, and clean technology companies make him a skilled advisor, who provides critical insight into operations, strategic planning, and financial matters.

Sorrells Employment Agreement

Mr. Sorrells will serve as the Chief Operating Officer of the Corporation for a term commencing on August 15, 2016, and ending on December 31, 2018. The term will automatically extend for an additional one-year period on December 31 of each year, starting December 31, 2018, unless either Mr. Sorrells or the Corporation provides 60 days' prior written notice of his or its intention not to extend the term. The Corporation will continue to pay Mr. Sorrells a base salary of $290,000. In addition, Mr. Sorrells is eligible for a bonus of up to 50% of his base salary, subject to the achievement of certain performance goals, and an additional bonus during the initial term of his Agreement, commencing with fiscal year 2017, of up to 50% of his base salary in restricted stock units, non-qualified stock options or a combination thereof, subject to the achievement of certain performance goals. Mr. Sorrells is entitled to participate in all employee benefits available to senior executives or employees of the Corporation.

The Agreement will terminate prior to the end of its term if certain events occur. If the Agreement terminates due to death, "Disability" or for "Cause", the Corporation will pay Mr. Sorrells through the date of termination. Termination for " Disability " may occur upon 30 days' prior written notice if Mr. Sorrells has been unable to perform his duties on a full-time basis for 3 consecutive months or for 180 days in any 12 month period due to physical or mental illness. Termination for " Cause " includes: willful and continued failure by Mr. Sorrells to perform his material duties (other than as a result of Disability) after 30 days' notice and opportunity to cure; his willful engaging in misconduct that will have a material adverse effect on the Corporation's business or prospects; his felony conviction or plea of no contest to a crime involving moral turpitude; abuse of alcohol or drugs affecting his performance; or his material breach of a material term of the Agreement.

If the Corporation terminates the Agreement for any reason other than death, Disability or for Cause, or if Mr. Sorrells terminates the Agreement for "Good Reason", the Corporation will continue to pay Mr. Sorrells's salary for a period of six months and pay Mr. Sorrells a prorated bonus, each payable as and when salaries and annual bonuses are generally paid to executive officers, and he will continue to be eligible to participate in all medical, dental, and vision plan benefits for such period. Mr. Sorrells may terminate the Agreement for " Good Reason " if: his duties, responsibilities or authority are materially reduced without his consent; his base salary or bonus opportunity are reduced; his benefits are discontinued or materially reduced, in the aggregate; his primary office is moved more than fifty (50) miles from his current office; or the Corporation materially breaches the Agreement.

The Agreement also provides Mr. Sorrells with benefits in the event of a Change in Control. Those benefits are triggered if he terminates his employment for Good Reason (defined above) within one year following the effective date of a Change in Control (defined below). Those benefits are payable in lieu of any other termination benefits and consist of the following: Mr. Sorrells will continue to receive his base salary and benefits for a period of 12 month from the date of termination of his employment, payable as and when salaries are generally paid to executive officers of the Corporation, and he will also receive, on the date of termination, a lump sum equal to the average of the bonus amounts paid to him for the two years prior to the year in which the Change in Control takes place.. A " Change in Control " occurs if either of the following events occur: (1) there is a change in the majority ownership of the Corporation's voting stock; or (2) the stockholders of the Corporation approve: (a) a plan of complete liquidation of the Corporation; (b) an agreement for the sale or disposition of all or substantially all the Corporation's assets; or (c) a merger, consolidation, or reorganization of the Corporation with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of the Corporation (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.

During the term of the Agreement, and for a 12-month period following termination of the Agreement, Mr. Sorrells shall not compete with the Corporation or solicit employees or customers of the Corporation.

Sorrells Restricted Share Unit Agreements

Mr. Sorrells was also granted 400,000 restricted share units (" RSUs ") upon signing of the Agreement, the terms of which are described in two Restricted Share Unit Agreements, each dated August 15, 2016, one of which provides for vesting of up to 335,000 performance vesting RSUs based upon the Corporation's common stock price (the " Performance Vesting Grant ") and the other of which provides for vesting of up to 65,000 RSUs in equal installments on a quarterly basis through June 30, 2018 (the " Time Vesting Grant ").

The Performance Vesting Grant provides that the RSUs are payable in shares of the Corporation's common stock, subject to vesting based upon satisfaction of the following conditions:

(i)	Mr. Sorrells continues to be employed by the Corporation (other than in the event of a Change in Control as defined above); and
(ii)	for 125,000 of the RSUs, the volume weighted average price (the " VWAP ") of the Corporation's common stock, calculated to two decimal places, using all trades completed on a trading day as reported by the NYSE MKT, exceeding $3.25 for a 30 consecutive trading day period ending on or prior to August 15, 2021; and/or
(iii)	for another 125,000 of the RSUs, the VWAP of the Corporation's common stock, calculated to two decimal places, using all trades completed on a trading day as reported by the NYSE MKT, exceeding $4.25 for a 30 consecutive trading day period ending on or prior to August 15, 2021; and/or
(iv)	for the remaining 85,000 of the RSUs, the VWAP of the Corporation's common stock, calculated to two decimal places, using all trades completed on a trading day as reported by the NYSE MKT, exceeding $6.00 for a 30 consecutive trading day period ending on or prior to August 15, 2021.

The Time Vesting Grant provides that the RSUs are payable in shares of the Corporation's common stock, subject to vesting in equal installments of 8,125 RSUs per quarter at the end of each of the next eight calendar quarters beginning September 30, 2016, and continuing until June 30, 2018, and further subject to Mr. Sorrells's continued employment with the Corporation through June 30, 2018 (other than in the event of a Change in Control as defined above). In the event of a Change in Control, the Time Vesting Grant provides that the RSUs will become 100% vested as of the effective date of the Change in Control.

Mr. Sorrells was also granted 75,000 cash-settled performance vesting RSUs upon signing of the Agreement, the terms of which are described in a Restricted Share Unit Agreement (Cash Award), dated August 15, 2016, which provides for vesting of up to 75,000 cash-settled RSUs based upon the Corporation's common stock price (the " Cash Settled Performance Vesting Grant "). The Cash Settled Performance Vesting Grant provides that the RSUs are payable in an amount equal to the fair market value of shares of the Corporation's common stock, subject to vesting based upon satisfaction of all of the following conditions:

(i)	Mr. Sorrells continues to be employed by the Corporation (other than in the event of a Change in Control as defined above); and
(ii)	for all 75,000 of the cash-settled RSUs, the VWAP of the Corporation's common stock, calculated to two decimal places, using all trades completed on a trading day as reported by the NYSE MKT, exceeding $6.00 for a 30 consecutive trading day period ending on or prior to August 15, 2021.

Any performance vesting RSUs (granted pursuant to the Performance Vesting Grant or the Cash Settled Performance Vesting Grant) that have not vested on or before August 15, 2021, will expire. Any time vesting RSUs (granted pursuant to the Time Vesting Grant) that have not vested on or before July 1, 2018, will expire, and any unvested time vesting RSUs will be forfeited upon the termination of Mr. Sorrells's employment for any reason, unless he continues to serve on the Corporation's Board of Directors.

For performance vesting RSUs (granted pursuant to the Performance Vesting Grant or the Cash Settled Performance Vesting Grant), if Mr. Sorrells's employment is terminated by the Corporation for any reason other than death, Disability, or Cause (as defined above) or by Mr. Sorrells for Good Reason (as defined above), then a portion of Mr. Sorrells's then-unvested RSUs will vest and the remainder will be forfeited according to the following schedule:

If the termination occurs on or before August 15, 2017, then 75% of unvested RSUs will vest.

If the termination occurs on or after August 15, 2017, but before August 15, 2018, then 65% of unvested RSUs will vest.

If the termination occurs on or before August 15, 2019, and if the VWAP of the Corporation's common stock is greater than $2.50 for the ten trading day period ending on the trading day immediately prior to the termination of employment, then 50% of unvested RSUs will vest.

For performance vesting RSUs (granted pursuant to the Performance Vesting Grant and the Cash Settled Performance Vesting Grant), if, prior to August 15, 2021, the Corporation undergoes a Change in Control (as defined above) (i) by reason of a change in the majority ownership of the Company's voting stock following which Mr. Sorrells terminates his employment for Good Reason, or (ii) by reason of the approval by the Company's stockholders of a liquidation or fundamental transaction, then, in lieu of the vesting described in the paragraph immediately above, a portion of Mr. Sorrells's then-unvested RSUs will vest and the remainder will be forfeited according to the following schedule:

If the Change in Control occurs prior to August 15, 2019, then all unvested RSUs will vest.

If the Change in Control occurs on or after August 15, 2019, and if the VWAP of the Corporation's common stock is greater than $2.50 for the ten trading day period ending on the trading day immediately prior to the effective date of the Change in Control, then 50% of unvested RSUs will vest.

If the Change in Control occurs on or after August 15, 2019, and if the VWAP of the Corporation's common stock is less than or equal to $2.50 for the ten trading day period ending on the trading day immediately prior to the effective date of the Change in Control, then none of unvested RSUs will vest.

The foregoing is a brief description of the terms of the Agreement, the Cash Settled Performance Vesting Grant, the Performance Vesting Grant, and the Time Vesting Grant described herein and by its nature is incomplete. It is qualified in its entirety by the text of the respective agreements, copies of which are included herewith as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference. All readers of this Current Report on Form 8-K are encouraged to read the entire text of the agreements referred to in the text.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.1

Employment Agreement between Christopher D. Sorrells and GSE Systems, Inc., dated as of August 15, 2016

	10.2	Restricted Share Unit Agreement between Christopher D. Sorrells and GSE Systems, Inc., dated as of August 15, 2016
	10.3	Restricted Share Unit Agreement between Christopher D. Sorrells and GSE Systems, Inc., dated as of August 15, 2016
	10.4	Restricted Share Unit Agreement (Cash Award) between Christopher D. Sorrells and GSE Systems, Inc., dated as of August 15, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GSE SYSTEMS, INC.

Date: August 18, 2016	By:	/s/ Daniel Pugh
	Daniel Pugh Senior Vice President, General Counsel, and Risk Management Officer

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement, dated as of August 15, 2016 (the " Effective Date "), by and between GSE Systems, Inc., a Delaware corporation with principal executive offices at 1332 Londontown Blvd., Sykesville, MD 21784 (the " Company "), and Christopher D. Sorrells, residing at 3501 Harvard Avenue, Dallas, Texas 75205 (" Executive ").

BACKGROUND

The Company and the Executive desire that the Executive be employed by the Company and have entered into this Employment Agreement to set forth the terms and conditions on which the Executive shall be employed by the Company.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants, and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

1. Employment . The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement.

2. Capacity and Duties . Executive shall be employed in the capacity of Chief Operating Officer of the Company, shall report to the Chief Executive Officer of the Company, and shall have the duties, responsibilities and authorities normally undertaken by the Chief Operating Officer of a company as well as such other duties, responsibilities, and authorities as are assigned to him by the Chief Executive Officer or the Board of Directors of the Company (the " Board "), so long as such additional duties, responsibilities and authorities are consistent with Executive's position as Chief Operating Officer of the Company. The Executive shall devote substantially all of his business time and attention to the performance of his duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise without the prior written consent of the Board. Executive will spend substantially all of his working time for the Company, when not traveling on Company business, at the Company's headquarters; provided that the parties agree that Executive's working from an alternate location one day per week will not violate the foregoing requirement. The Executive will be permitted to act or serve as a director, trustee, or committee member of any type of business, civic or charitable organization as long as such activities do not materially interfere with the performance of the Executive's duties and responsibilities to the Company as provided hereunder. The Company acknowledges that Executive currently serves as a member of the Board of Directors of Renewable Energy Group.

3. Term of Employment . The term of this Agreement shall commence on the Effective Date and continue through December 31, 2018 (the " Initial Term "). The Initial Term shall be automatically extended for an additional one year period on December 31 of each year, beginning December 31, 2018, unless either party provides written notice to the other of its intention not to extend at least 60 days prior to such date (as so extended, the " Term ").

4. Compensation . During the Term, subject to all the terms and conditions of this Agreement, and as compensation for all services to be rendered by Executive under this Agreement, the Company shall pay to or provide Executive with the following:

a. Base Salary . The Company shall pay to Executive an annual base salary (the " Base Salary ") of Two Hundred Ninety Thousand Dollars ($290,000). The Executive's Base Salary shall be reviewed at least annually with the Compensation Committee of the Board of Directors of the Company (the " Compensation Committee "), and the Compensation Committee may, but shall not be required to, increase the Base Salary during the Term based upon changes in cost of living, the Executive's performance and other factors deemed relevant by the Compensation Committee. The Base Salary will be payable at such intervals as salaries are paid generally to other executive officers of the Company.

b. Bonus . For each fiscal year of the Term, beginning with fiscal year 2016, the Executive shall be eligible to earn an annual bonus award (the " Bonus ") of up to 50% of Base Salary, based upon the achievement of annual performance goals established with the Compensation Committee in consultation with the Executive and approved by the Board of Directors prior to the beginning of each fiscal year. The amount of Bonus to be paid to Executive for any year of this Agreement may, at the sole discretion of the Board of Directors of the Company, be (i) prorated for the number of months which Executive was employed by the Company during such year (for fiscal year 2016, the Bonus shall be prorated to reflect the time period from the Effective Date through December 31, 2016) and (ii) paid on or prior to March 15 of the following year.

c. Restricted Stock Units .

Upon execution of this Agreement, the Executive will be granted 400,000 restricted stock units (" RSUs ") plus a cash award equivalent to an additional 75,000 RSUs, subject to vesting and all other terms and conditions set forth in the Company's 1995 Long Term Incentive Plan and in a written grant agreement issued to Executive in connection with the grant of such RSUs.

ii.

For each fiscal year during the Initial Term, commencing with fiscal year 2017, the Executive will have the potential to earn 50% of his Base Salary in RSUs, non-qualified stock options or a combination thereof, based upon metrics, such as performance against budget, profitability and stock price performance, as determined by Compensation Committee in consultation with the Executive and approved by the Board of Directors prior to the beginning of each fiscal year. All such grants shall be made via a written grant agreement.

d. Benefits . Executive shall be entitled to participate in all employee benefit plans maintained by the Company for its senior executives or employees including, without limitation, the Company's medical, dental, vision, 401(k) and life insurance plans and the following benefits:

i.	Vacation . Executive shall be entitled to vacation in accordance with the Company's policy for its senior executives.

ii.	Medical and Dental/Vision Insurance . The Company shall pay Executive's monthly Medical and Dental/Vision Insurance premiums in association with Company provided health insurance plans.

iii.

Other Benefits . Executive shall be eligible to participate in all benefit plans (including 401(k) and life insurance plans) sponsored or maintained by the Company for its executive officers, to the extent permitted under applicable law and subject to the terms of each plan. Nothing in this Agreement obligates the Company to adopt, maintain, or refrain from amending, freezing, or terminating any benefit plan, regardless of whether such action affects Executive or executive officers as a group.

5. Business Expenses . The Company shall reimburse Executive for all reasonable expenses (including, but not limited to, continuing education, business travel, and customer entertainment expenses) incurred by him in connection with his employment hereunder in accordance with the written policy and guidelines established by the Company for executive officers.

6. Non-Competition, Non-Solicitation, Non-Disparagement .

a. Acknowledgements . The Executive acknowledges and agrees that the services to be rendered by the Executive to the Company are of a special and unique character; that the Executive will obtain knowledge and skill relevant to the Company's industry, methods of doing business and marketing and investment strategies by virtue of the Executive's employment; and that the restrictive covenants and other terms and conditions of this Agreement are reasonable and reasonably necessary to protect the legitimate business interest of the Company. The Executive further acknowledges that: the amount of the Executive's compensation reflects, in part, the Executive's obligations and the Company's rights under this Agreement; that the Executive has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; and that the Executive will not be subject to undue hardship by reason of his full compliance with the terms and conditions of this Agreement or the Company's enforcement thereof.

b. Non-Competition. Because of the Company's legitimate business interest as described herein and the good and valuable consideration offered to the Executive, during the Term and for the 12-month period beginning on the last day of the Executive's employment with the Company, the Executive agrees and covenants not to engage in Prohibited Activity within the United States. For purposes of this Section 6, " Prohibited Activity " means any activity to which the Executive contributes his knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent, employee, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an entity engaged in the same or similar business as the Company anywhere in the world. Nothing herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation.

c. Non-solicitation of Employees . The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company during the Term and the 12-month period beginning on the last day of the Executive's employment with the Company.

d. Non-solicitation of Customers . The Executive understands and acknowledges that because of the Executive's experience with and relationship to the Company, he will have access to and learn about much or all of the Company's customer information. " Customer Information " includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order preferences, chain of command, pricing information and other information identifying facts and circumstances specific to the customer. The Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable harm to the Company. The Executive agrees and covenants, during the Term and for the 12-month period following the effective date of termination of this Agreement for any reason, not to directly or indirectly solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, and instant message), attempt to contact or meet with the Company's current customers for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or for purposes of inducing any such customer to terminate its relationship with the Company.

e. Confidential Information . All Confidential Information which Executive may now possess, may obtain during the Term, or may create prior to the end of the Term relating to the business of the Company or of any of its customers or suppliers shall not be published, disclosed, or made accessible by him to any other person, firm, or corporation either during or after the termination of his employment or used by him except during the Term in the business and for the benefit of the Company, in each case without prior written permission of the Company. Executive shall return all tangible evidence of any Confidential Information to the Company prior to or at the termination of his employment. For purposes of this Agreement, " Confidential Information " means any and all information related to the Company or any of its subsidiaries that is not generally known by others with whom they compete or do business.

f. Enforcement . Executive acknowledges and agrees that the covenants contained herein are fair and reasonable in light of the consideration paid hereunder, and that damages alone shall not be an adequate remedy for any breach by Executive of his covenants which then apply and accordingly expressly agrees that, in addition to any other remedies which the Company may have, the Company shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay the Company from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Executive of any of his obligations hereunder.

g. Tolling . The period of time applicable to any covenant in this Section 6 will be extended by the duration of any violation by Executive of such covenant.

h. Reformation . If any covenant in this Section 6 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against Executive.

7. Patents . Any interest in patents, patent applications, inventions, copyrights, developments, know-how and processes (" Inventions ") which Executive now or hereafter during the period he is employed by the Company under this Agreement may own or develop relating to the fields in which the Company or any of its subsidiaries may then be engaged shall belong to the Company; and forthwith upon request of the Company, Executive shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company all his right, title, and interest in and to all Inventions, free and clear of all liens, charges, and encumbrances.

8. Termination . Executive's employment hereunder may be terminated prior to the expiration of the Term under the following circumstances:

a. Death . Executive's employment hereunder shall terminate upon his death.

b. Disability . If, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been unable to perform his duties hereunder on a full-time basis for a period of three consecutive months, or for 180 days in any 12-month period, with or without reasonable accommodation (a " Disability "), the Company may, on 30 days written Notice of Termination (defined in Section 8(e)), terminate Executive's employment if Executive fails to return to the performance of his duties hereunder on a full-time basis within said period.

c. Cause . The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have " Cause " to terminate Executive's employment upon the occurrence of any of the following:

the willful and continued failure by Executive to substantially perform his material duties or obligations hereunder (other than any such failure resulting from Executive's incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Executive has not substantially performed his duties or obligations, and provides the Executive with at least 30 days to effect a cure;

ii.	the willful engaging by Executive in misconduct which, in the reasonable opinion of the Board, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company;

iii.	the conviction of Executive of any felony or the entry by Executive of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude;

iv.	Executive abuses alcohol, illegal drugs or other controlled substances which impact Executive's performance of his duties;

v.	the material breach by Executive of a material term or condition of this Agreement.

For purposes of this Section 8(c), no act, or failure to act, on Executive's part shall be considered "willful" if it was done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive's employment shall not be deemed to have been terminated for Cause without the following: (i) reasonable notice to Executive setting forth the reasons for the Company's intention to terminate his employment for Cause, (ii) an opportunity for Executive, together with his counsel, to be heard before the Board, and (iii) delivery to Executive of a Notice of Termination in accordance with Section 8(e).

d. Termination Without Cause . The Executive's employment hereunder may be terminated without cause by either the Company or the Executive at any time upon at least 60 days' prior written notice. The giving by the Company of notice of its intent not to extend the Term pursuant to Section 3 shall be deemed, at the option of the Executive, to be a termination of his employment without cause (" Deemed Termination "). Executive may exercise that option by giving written notice thereof to the Company within 30 days of his receipt of the notice of non-renewal.

e. Notice of Termination . Any termination of Executive's employment (other than termination pursuant to Section 8(a)) shall be communicated by a Notice of Termination given by the terminating party to the other party hereto. For purposes of this Agreement, a " Notice of Termination " shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.

f. Date of Termination . " Date of Termination " shall mean (i) if Executive's employment is terminated by his death, the date of his death, (ii) if Executive's employment is terminated pursuant to Section 8(b), 30 days after Notice of Termination is given (provided that Executive shall not have returned to the performance of his duties on a full-time basis during such 30-day period), (iii) if a Deemed Termination occurs, upon the date of Executive's notice to the Company of exercise of his option to treat such event as a termination without Cause, and (iv) if Executive's employment is terminated for any other reason, the date specified in the Notice of Termination, which shall not be earlier than the date on which the Notice of Termination is given.

9. Compensation upon Termination or During Disability .

a. Disability . During any period that Executive fails to perform his duties hereunder as a result of Disability (" disability period "), Executive shall continue to receive his full salary at the rate then in effect for such period until his employment is terminated pursuant to Section 8(b), provided that payments so made to Executive during the disability period shall be reduced by the sum of the amounts, if any, payable to Executive at or prior to the time of any such payment under disability benefit plans of the Company and which were not previously applied to reduce any such payment, and the Company shall have no further obligation to the Executive.

b. For Cause . If Executive's employment is terminated for Cause, the Company shall pay Executive his full salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, and the Company shall have no further obligation to the Executive.

c. Any other Reason . If Executive's employment shall be terminated by the Company for a reason other than Death, Disability or Cause, or if Executive terminates his employment for Good Reason (defined below), upon Executive's execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the " Release ") and such Release becoming effective:

i.	the Company will continue to pay the Executive his Base Salary for a period of six months, payable at such intervals as salaries are paid generally to other executive officers of the Company;

ii.

the Executive shall continue to be eligible to participate in all medical, dental, and vision insurance benefits (collectively, " Benefits "), on the same terms and at the same level of participation and company contribution to the cost thereof, as in effect at the time of termination of employment for a period of six months following termination to the extent Executive remains eligible under the applicable employee benefit plans and to the extent Executive's eligibility is not contrary to, or does not negate, the tax favored status of the plans or of the benefits payable under the plan. If Executive is unable to continue to participate in any employee benefit plan or program provided for under this Agreement, Executive shall be compensated in respect of such inability to participate through payment by GSE to Executive, in advance, of an amount equal to the annual cost that would have been incurred by GSE if the Executive were able to participate in such plan or program.

iii.

Executive shall receive a prorated Bonus equal to the product of (I) the Bonus, if any, that the Executive would have earned for the calendar year in which the Date of Termination occurred had he been employed as of the last day of such year, based on the Company's actual results of operations for such year and (II) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. The prorated Bonus shall be paid on the date that annual bonuses are paid to similarly situated employees, but in no event later than the date which not later than two and one-half (2½) months following the end of the calendar year in which the Date of Termination occurs.

d. " Good Reason " shall mean the occurrence of any of the following: (a) Executive's duties, responsibilities or authority are materially reduced as compared to those of Executive's current position without his consent; (b) Executive's Base Salary (as the same may be increased at any time hereafter) or Bonus are reduced; (c) Executive's Benefits are either discontinued or materially reduced, in the aggregate; (d) Executive's primary office or location is moved more than fifty (50) miles from Executive's current office or location; or (e) either the Company or any successor company materially breaches this Agreement.

10. Change of Control .

a. If Executive terminates his employment for Good Reason within one year following the effective date of a Change of Control, Executive shall, in lieu of any benefits provided for in Section 9, continue to receive the Base Salary and Benefits that Executive is receiving as of the effective date of the Change of Control for a period of twelve (12) months from the date of termination of his employment. Such Base Salary and Benefits shall be paid at such intervals as salaries are paid generally to other executive officers of the Company.

b. In addition, the Executive shall also be entitled to receive, on the Date of Termination, an amount, payable in one lump sum, equal to the average of the Bonus amounts paid to Executive for the two years prior to the year in which the Change of Control takes place.

c. In the event of Executive's decision to terminate employment for Good Reason, Executive must give notice to Company of the existence of the conditions giving rising to the termination for Good Reason within ninety (90) days of the initial existence of the conditions. Upon such notice, Company shall have a period of thirty (30) days during which it may remedy the conditions (" Cure Period "). If the Company fails to cure the conditions constituting the Good Reason during the Cure Period to Executive's reasonable satisfaction, Executive's termination of employment must occur within a period of ninety (90) days following the expiration of the Cure Period in order for the termination to constitute a termination pursuant to Good Reason for purposes of this Agreement.

d. For purposes of this Agreement, a " Change in Control " of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

Any Person (other than a Person in control of the Company as of the date of this Agreement, or other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a company owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company) becomes the beneficial owner, directly or indirectly, of securities of the Company representing a majority of the combined voting power of the Company's then outstanding securities; or

ii.

The stockholders of the Company approve: (x) a plan of complete liquidation of the Company (which includes a termination and liquidation of all Executive's rights under any arrangement governed by Section 409A of the Internal Revenue Code of 1986, as amended (" Code "); or (y) an agreement for the sale or disposition of all or substantially all the Company's assets; or (z) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.

iii.

For purposes of this definition of Change in Control, " Person " shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the " 1934 Act "), and used in Section 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof, and " Beneficial Owner " shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and regulations under the 1934 Act.

11. Successors; Binding Agreement . This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, including the restrictive covenants provided for in Section 6, which Executive agrees shall be enforceable by any such successor or assign. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. This Agreement shall inure to the benefit of the Company and permitted successors and assigns.

12. No Third Party Beneficiaries . This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.

13. Fees and Expenses. The Company shall pay all reasonable legal fees and related expenses (including the costs of experts, evidence, and reasonable attorney's fees) incurred by Executive as a result of a contest or dispute relating to this Agreement if such contest or dispute is settled or adjudicated on terms that are substantially in favor of Executive. In addition, the Company shall pay Executive interest, at the prevailing prime rate, on any amounts that are determined to be payable to Executive hereunder that are not paid when due.

14. Representations and Warranties of Executive . Executive represents and warrants to the Company that (a) Executive is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Executive is under no physical or mental disability that would hinder his performance of duties under this Agreement.

15. Life Insurance . If requested by the Company, Executive shall submit to such physical examinations and otherwise take such actions and execute and deliver such documents as may be reasonably necessary to enable the Company, at its expense and for its own benefit, to obtain life insurance on the life of Executive. Executive has no reason to believe that his life is not insurable with a reputable insurance company at rates now prevailing in the City of Baltimore for healthy men of his age.

16. Modification . This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party.

17. Notices . Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, 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).

18. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to conflict of laws. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Maryland. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

19. 409A . This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code "), and any exemption from Section 409A of the Code, and shall in all respects be administered in accordance with and interpreted to ensure compliance with Section 409A of the Code. Executive's termination of employment under this Agreement shall be interpreted in a manner consistent with the separation from service rules under Section 409A of the Code. For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of payments under this Agreement shall be treat as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of the payment. Furthermore, if, at the time of termination of employment with the Company, Company has stock which is publicly traded on an established securities market and Executive is a "specified employee" (as defined in Section 409A of the Code) and it is necessary to postpone the commencement of any payments or benefits otherwise payable pursuant to this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Company shall postpone the commencement of the payment of such payment or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the short-deferral exception under Section 409A of the Code and are in excess of the lessor of two (2) times (i) Executive's then annual compensation or (ii) the limit on compensation then set forth in Section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six months following Executive's separation from service with the Company (within the meaning of Section 409A of the Code). The accumulated postponed amount shall be paid in a lump sum payment within ten days after the end of the six month period. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive's execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year.

20. Survival . Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

21. Acknowledgment of Full Understanding . THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

		GSE SYSTEMS, INC.
	By:	/s/ Kyle J. Loudermilk
		Kyle J. Loudermilk
		/s/ Christopher D. Sorrells
		Christopher D. Sorrells, Executive

Exhibit 10.2

Restricted Share Unit Agreement

This Restricted Share Unit Agreement (this " Agreement ") is made and entered into as of August 15, 2016 (the " Grant Date "), by and between GSE Systems, Inc., a Delaware corporation, (the " Company ") and Christopher D. Sorrells (the " Grantee ").

WHEREAS , the Company has adopted the GSE Systems, Inc. 1995 Long-Term Incentive Plan, as amended and restated from time to time (the " Plan "), pursuant to which Restricted Share Units may be granted;

WHEREAS , as the Grant Date, the Company and the Grantee entered into an employment agreement pursuant to which Grantee was employed as the Company's Chief Operating Officer (the " Employment Agreement "); and

WHEREAS , the Company now desires to award Restricted Share Units to be settled in shares of common stock of the Company in the amount set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Performance Restricted Share Units . Pursuant to Section 6 of the Plan, the Company hereby grants to the Grantee an Award for a target number of Restricted Share Units. Each Restricted Share Unit (" RSU ") represents the right to receive one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. The number of RSUs that actually vest for the Performance Period will be determined by the level of achievement of the Performance Goals in accordance with Exhibit 1 attached hereto. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

2. Performance Period . For purposes of this Agreement, the term " Performance Period " shall be the period commencing on the Grant Date and ending on August 15, 2021.

3. Performance Goals .

3.1 The number of RSUs vested will be determined based on the level of achievement of the Performance Goals in accordance with Exhibit 1 . All determinations of whether Performance Goals have been achieved, the number of RSUs vested, and all other matters related to this Section 3 shall be made by the Compensation Committee of the Board of Directors (the " Compensation Committee "), in their sole discretion.

3.2 Promptly following completion of a Performance Goal, the Compensation Committee will review and certify in writing (a) whether, when and to what extent, the Performance Goal has been achieved, and (b) the number of RSUs that vest, if any, subject to compliance with the requirements of Section 4. Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

4. Vesting of RSUs . The RSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the RSUs will vest and become nonforfeitable as of the day the Performance Goal is satisfied as certified by the Compensation Committee in accordance with Section 3.2. The number of RSUs that vest and become payable under this Agreement shall be determined by the Compensation Committee based on the level of achievement of the Performance Goals set forth in Exhibit 1 . Notwithstanding anything herein to the contrary, any unvested RSUs will expire on August 15, 2021.

5. Termination of Employment .

5.1 Except as otherwise expressly provided in this Agreement or the Employment Agreement, if the Grantee's employment under the terms of his Employment Agreement terminates for any reason at any time before all of his or her RSUs have vested, the Grantee's unvested RSUs shall be automatically forfeited upon such termination of employment, and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.

5.2 Notwithstanding Section 5.1, if the Grantee's employment is terminated on or before August 15, 2017, (i) by the Company for any reason other than death, Disability (as defined in the Employment Agreement) or Cause (as defined in the Employment Agreement) or (ii) by the Grantee for Good Reason (as defined in the Employment Agreement), then 75% of the unvested RSUs shall vest.

5.3 Notwithstanding Section 5.1, if the Grantee's employment is terminated on or after August 15, 2017, but before August 15, 2018, (i) by the Company for any reason other than death, Disability or Cause or (ii) by the Grantee for Good Reason, then 65% of the unvested RSUs shall vest.

5.4 Notwithstanding Section 5.1, if the Grantee's employment terminates on or before August 15, 2019, (i) by the Company for any reason other than death, Disability or Cause or (ii) by the Grantee for Good Reason; and if in either case (i) or (ii) the VWAP (as defined in Exhibit 1 ) of the Common Stock is greater than $2.50 for the ten trading day period ending on the trading day immediately prior to the date of the aforementioned termination of employment, then 50% of the unvested RSUs shall vest.

6. Effect of a Change in Control . If there is a Change in Control (as defined in the Employment Agreement), this Section 6 shall determine the vesting of any unvested RSUs.

6.1 If a Change in Control described in Section 10(d)(ii) of the Employment Agreement occurs (a " 10(d)(ii) Event ") or if a Change in Control described in Section 10(d)(i) of the Employment Agreement occurs and is followed by a termination by the Grantee of his employment for Good Reason pursuant to the Employment Agreement (a " 10(d)(i) Event "), then the Grantee's RSU's shall vest as follows:

(a) If the Change of Control occurred prior to August 15, 2019, all unvested RSUs shall vest on the effective date of the Change in Control with respect to a 10(d)(ii) Event, or on the effective date of termination for Good Reason with respect to a 10(d)(i) Event.

(b) If the Change of Control occurred on or after August 15, 2019, and if the VWAP of the Common Stock is greater than $2.50 for the ten trading day period ending on the trading day immediately prior to the effective date of the Change in Control, 50% of the unvested RSUs shall vest on the effective date of the Change in Control with respect to a 10(d)(ii) Event, or on the effective date of termination for Good Reason with respect to a 10(d)(i) Event.

(c) If the Change of Control occurred on or after August 15, 2019, and if the VWAP of the Common Stock is less than or equal to $2.50 for the ten trading day period ending on the trading day immediately prior to the effective date of the Change in Control, none of the unvested RSUs shall vest.

6.2 If any other Change in Control event occurs, vesting of RSUs shall be determined solely in accordance with Section 5.

7. Payment of RSUs . Payment in respect of the RSUs vested for the Performance Period shall be made in shares of Common Stock and shall be issued to the Grantee as soon as practicable following the vesting date and, in any event, within 30 days following the vesting date. The Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of vested RSUs, and (b) enter the Grantee's name on the books of the Company as the stockholder of record with respect to the shares of Common Stock delivered to the Grantee.

8. Transferability . Subject to any exceptions set forth in this Agreement or the Plan, the RSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee.

9. Rights as Stockholder; Dividend Equivalents .

9.1 The Grantee shall not have any rights of a stockholder with respect to the shares of Common Stock underlying the RSUs, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents.

9.2 Upon and following the vesting of the RSUs and the issuance of shares, the Grantee shall be the record owner of the shares of Common Stock underlying the RSUs unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a stockholder of the Company (including voting and dividend rights).

9.3 Grantee is aware that the Company has a policy governing the trades of its insiders and, in accordance therewith, Grantee acknowledges that he has been advised to consider execution of a Rule 10b5-1 plan to provide for any future transactions in the Company's securities that he may desire to make in order to meet his personal planning needs. The Company will assist the Grantee in the preparation of a Rule 10b-5-1 plan, at the Company's expense, upon Grantee's request.

10. No Right to Continued Service . Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's employment at any time, with or without Cause.

11. Adjustments . If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the RSUs shall be adjusted or terminated in any manner as contemplated by Section 7 of the Plan.

12. Tax Liability and Withholding .

12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the RSUs and to take all such other action as the Board of Directors deems reasonably necessary to satisfy all obligations for the payment of such withholding taxes. The Board of Directors may permit the Grantee to satisfy any federal, state or local tax withholding obligation by any of the following means, or by a combination of such means:

(a) tendering a cash payment;

(b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable or deliverable to the Grantee as a result of the vesting of the RSUs; provided, however , that no shares of Common Stock shall be withheld with a value exceeding the limit necessary to avoid liability-accounting treatment; or

12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (" Tax-Related Items "), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any shares, and (b) does not commit to structure the RSUs to reduce or eliminate the Grantee's liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

13. Compliance with Law . The issuance and transfer of shares of Common Stock in connection with the RSUs shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall be transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Company will ensure that a sufficient number of shares of its common stock are registered on Form S-8 prior to the vesting of any RSU.

14. Notices . Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Senior Vice President and General Counsel of the Company at the Company's principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee at the Grantee's address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

15. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Maryland without regard to conflict of law principles.

16. Interpretation . Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Board of Directors for review. The resolution of such dispute by the Board of Directors shall be final and binding on the Grantee and the Company.

17. RSUs Subject to Plan . This Agreement is subject to the Plan as approved by the Company's stockholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

18. Successors and Assigns . The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Grantee and the Grantee's beneficiaries, executors and administrators.

19. Severability . The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

20. Discretionary Nature of Plan . The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the RSUs in this Agreement does not create any contractual right or other right to receive any RSUs or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Board of Directors of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee's employment with the Company.

21. Amendment . The Board of Directors or the Compensation Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.

22. [ Reserved .]

23. Section 409A . This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code "), and any exemption from Section 409A of the Code, and shall in all respects be administered in accordance with and interpreted to ensure compliance with Section 409A of the Code. Grantee's termination of employment events under this Agreement shall be interpreted in a manner consistent with the separation from service rules under Section 409A of the Code. Furthermore, if, at the time of termination of employment with the Company, Company has stock which is publicly traded on an established securities market and Grantee is a "specified employee" (as defined in Section 409A of the Code) and it is necessary to postpone the vesting or distribution of Common Stock otherwise payable pursuant to this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Company shall postpone the commencement of the payment of such payment or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Grantee) that are not otherwise paid within the short-deferral exception under Section 409A of the Code and are in excess of the lessor of two (2) times (i) Grantee's then annual compensation or (ii) the limit on compensation then set forth in Section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six months following Grantee's separation from service with the Company (within the meaning of Section 409A of the Code). The accumulated postponed distribution of shares of Common Stock shall be made within ten days after the end of the six month period.

24. No Impact on Other Benefits . The value of the Grantee's RSUs is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

25. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

26. Acceptance . The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the RSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the RSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		GSE SYSTEMS, INC.
	By:	/s/ Kyle J. Loudermilk
	Name: Title:	Kyle J. Loudermilk Chief Executive Officer
		/s/ Christopher D. Sorrells
		Christopher D. Sorrells

EXHIBIT 1

Performance Period

The Performance Period shall be the period commencing on the Grant Date and ending on August 15, 2021.

Performance Measures

The number of RSUs vested shall be determined by reference to the Volume Weighted Average Price (" VWAP ") of the Company's common stock, calculated to two decimal places, using all trades completed on a trading day as reported by the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, by such other exchange on which the Company lists its common stock. For example, if the Company's common stock traded three times on a single trading date in the following amounts (20 shares traded at $2.50, 55 shares traded at $2.51 and 100 shares traded at $2.48), the VWAP for that day would be $2.49.

Determining RSUs Earned

Except as otherwise provided in the Plan or the Agreement, on the Grant Date, the Grantee will receive 335,000 RSUs which will vest as follows:

1. 125,000 RSUs will vest if the VWAP of the Common Stock as quoted on the NYSE MKT exceeds $3.25 for a 30 consecutive trading day period.

2. An additional 125,000 RSUs will vest if the VWAP of the Common Stock as quoted on the NYSE MKT exceeds $4.25 for a 30 consecutive trading day period.

3. An additional 85,000 RSUs will vest if the VWAP of the Common Stock as quoted on the NYSE MKT exceeds $6.00 for a 30 consecutive trading day period.

Exhibit 10.3

Restricted Share Unit Agreement

This Restricted Share Unit Agreement (this " Agreement " ) is made and entered into as of August 15, 2016 (the " Grant Date" ), by and between GSE Systems, Inc., a Delaware corporation, (the " Company" ) and Christopher D. Sorrells (the " Grantee" ).

WHEREAS , the Company has adopted the GSE Systems, Inc. 1995 Long-Term Incentive Plan, as amended and restated from time to time (the " Plan" ), pursuant to which Restricted Share Units may be granted;

WHEREAS , the Company now desires to award Restricted Share Units to be settled in shares of common stock of the Company in the amount set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Restricted Share Units . Pursuant to Section 6 of the Plan, the Company hereby grants to the Grantee an Award of 65,000 . Each RSU represents the right to receive one share of the common stock of the Company, subject to the terms and conditions set forth in this Agreement and the Plan.

2. [ Reserved .]

3. [ Reserved .]

4. Vesting of RSUs . The RSUs are subject to forfeiture until they vest. The RSUs will vest and become nonforfeitable pursuant to the schedule attached hereto as Exhibit 1 . The number of RSUs that vest and become payable under this Agreement shall be determined by the Board of Directors pursuant to the terms hereof. Notwithstanding anything herein to the contrary, any unvested RSUs will expire on July 1, 2018.

5. Termination of Employment . Except as otherwise expressly provided in this Agreement or the Employment Agreement, if the Grantee's employment under the terms of his Employment Agreement terminates for any reason at any time before all of his or her RSUs have vested, the Grantee's unvested RSUs shall be automatically forfeited upon such termination of employment, and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement.

6. [Reserved .]

7. Payment of RSUs . Payment in respect of the RSUs vested shall be made in shares of Common Stock and shall be issued to the Grantee as soon as practicable following the vesting date and, in any event, within 30 days following the vesting date. The Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of vested RSUs, and (b) enter the Grantee's name on the books of the Company as the stockholder of record with respect to the shares of Common Stock delivered to the Grantee.

9. Rights as Stockholder; Dividend Equivalents .

12. Tax Liability and Withholding .

(a) tendering a cash payment;

12.2 Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding ( " Tax-Related Items" ), the ultimate liability for all Tax-Related Items is and remains the Grantee's responsibility, and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the RSUs or the subsequent sale of any shares, and (b) does not commit to structure the RSUs to reduce or eliminate the Grantee's liability for Tax-Related Items. Within 5 days of any vesting date of an RSU, the Company has the right, but not the obligation, to purchase from Grantee a number of the vested shares of common stock underlying such vested RSU in an amount up to 33% of the value of the vested common stock, using the VWAP of the Common Stock for the five trading day period, ending on the trading date prior to the vesting event, as reported on the NYSE MKT or, if the Company's common stock is not then listed on the NYSE MKT, as reported by such other exchange as shall then have the Company's common stock listed.

15. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Maryland without regard to conflict of law principles.

21. Amendment . The Board of Directors has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee's material rights under this Agreement without the Grantee's consent.

22. [ Reserved .]

23. Section 409A . This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ), and any exemption from Section 409A of the Code, and shall in all respects be administered in accordance with and interpreted to ensure compliance with Section 409A of the Code. Grantee's termination of employment events under this Agreement shall be interpreted in a manner consistent with the separation from service rules under Section 409A of the Code. Furthermore, if, at the time of termination of employment with the Company, Company has stock which is publicly traded on an established securities market and Grantee is a "specified employee" (as defined in Section 409A of the Code) and it is necessary to postpone the vesting or distribution of Common Stock otherwise payable pursuant to this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Company shall postpone the commencement of the payment of such payment or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Grantee) that are not otherwise paid within the short-deferral exception under Section 409A of the Code and are in excess of the lessor of two (2) times (i) Grantee's then annual compensation or (ii) the limit on compensation then set forth in Section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six months following Grantee's separation from service with the Company (within the meaning of Section 409A of the Code). The accumulated postponed distribution of shares of Common Stock shall be made within ten days after the end of the six month period.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		GSE SYSTEMS, INC.
	By:	/s/ Kyle J. Loudermilk
	Name: Title:	Kyle J. Loudermilk Chief Executive Officer
		/s/ Christopher D. Sorrells
		Christopher D. Sorrells

EXHIBIT 1

So long as the Grantee's service as an Employee, Consultant, or Director of the Company is continuous from the Grant Date through the applicable vesting date specified below, 12.5% of the RSUs awarded pursuant to this Agreement shall vest on each of the following vesting dates:

September 30, 2016

December 31, 2016

March 31, 2017

June 30, 2017

September 30, 2017

December 31, 2017

March 31, 2018

June 30, 2018

Notwithstanding the foregoing, to the extent not already vested or previously forfeited, the RSUs will become 100% vested as of the effective date of a Change in Control, as defined in the Employment Agreement. Except in the case of the Grantee's cessation of service in connection with a Change in Control, none of the RSUs will vest after the Grantee's service ceases.

Exhmbit 10.4

Restricted Share Unit Agreement

(Cash Award)

WHEREAS , under the Plan, (a) the maximum number of shares of the Company's common stock, par value $0.01 per share (" Common Stock "), subject to Awards of any combination that may be granted during any one fiscal year of the Corporation to any one individual under the Plan shall be limited to 400,000 (the " Common Stock Limit "), and (b) the maximum cash amount payable for Awards of any combination that may be granted during any one fiscal year of the Corporation to any one individual under this Plan shall be limited to the amount equal to 400,000 times the Fair Market Value per Share of Common Stock (the " Cash Award Limit ");

WHEREAS , Grantee has been awarded Restricted Share Units to be settled in shares of common stock of the Company in an amount approaching the Common Stock Limit; and

WHEREAS , the Company now desires to award Restricted Share Units to be settled in cash in the amount set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Grant of Performance Restricted Share Units . Pursuant to Section 6 of the Plan, the Company hereby grants to the Grantee an Award for a target number of Restricted Share Units. Each Restricted Share Unit (" RSU ") represents the right to receive a cash payment in an amount equal to the Fair Market Value of one share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan. The number of RSUs that actually vest for the Performance Period will be determined by the level of achievement of the Performance Goals in accordance with Exhibit 1 attached hereto. Capitalized terms that are used but not defined herein have the meanings ascribed to them in the Plan.

2. Performance Period . For purposes of this Agreement, the term " Performance Period " shall be the period commencing on the Grant Date and ending on August 15, 2021.

3. Performance Goals .

5. Termination of Employment .

6. Effect of a Change in Control . If there is a Change in Control (as defined in the Employment Agreement), this Section 6 shall determine the vesting of any unvested RSUs.

6.2 If any other Change in Control event occurs, vesting of RSUs shall be determined solely in accordance with Section 5.

7. Payment of RSUs . Payment in respect of the RSUs vested for the Performance Period shall be made in a lump sum cash payment to the Grantee as soon as practicable following the vesting date and, in any event, within 30 days following the vesting date. The amount of payment in respect of the RSUs vested for the Performance Period shall be equal to the number of vested RSUs times the Fair Market Value per share of the Common Stock as of the vesting date. No shares of Common Stock shall be delivered to the Grantee upon vesting of the RSUs.

9. Rights as Stockholder; Dividend Equivalents .

12. Tax Liability and Withholding .

(a) tendering a cash payment; or

(b) delivering to the Company previously owned and unencumbered shares of Common Stock.

13. Compliance with Law . The grant of the RSUs shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of Common Stock may be listed.

15. Governing Law . This Agreement will be construed and interpreted in accordance with the laws of the State of Maryland without regard to conflict of law principles.

22. [ Reserved .]

23. Section 409A . This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the " Code "), and any exemption from Section 409A of the Code, and shall in all respects be administered in accordance with and interpreted to ensure compliance with Section 409A of the Code. Grantee's termination of employment events under this Agreement shall be interpreted in a manner consistent with the separation from service rules under Section 409A of the Code. Furthermore, if, at the time of termination of employment with the Company, Company has stock which is publicly traded on an established securities market and Grantee is a "specified employee" (as defined in Section 409A of the Code) and it is necessary to postpone the vesting or payment pursuant to this Agreement as a result of such termination of employment to prevent any accelerated or additional tax under Section 409A of the Code, then Company shall postpone the commencement of the payment of such payment or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Grantee) that are not otherwise paid within the short-deferral exception under Section 409A of the Code and are in excess of the lessor of two (2) times (i) Grantee's then annual compensation or (ii) the limit on compensation then set forth in Section 401(a)(17) of the Code, until the first payroll date that occurs after the date that is six months following Grantee's separation from service with the Company (within the meaning of Section 409A of the Code). The accumulated postponed payment shall be made within ten days after the end of the six month period.

26. Acceptance . The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the RSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the RSUs and that the Grantee has been advised to consult a tax advisor prior to such vesting or settlement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		GSE SYSTEMS, INC.
	By:	/s/ Kyle J. Loudermilk
	Name: Title:	Kyle J. Loudermilk Chief Executive Officer
		/s/ Christopher D. Sorrells
		Christopher D. Sorrells

EXHIBIT 1

Performance Period

The Performance Period shall be the period commencing on the Grant Date and ending on August 15, 2021.

Performance Measures

Determining RSUs Earned

Except as otherwise provided in the Plan or the Agreement, on the Grant Date, the Grantee will receive 75,000 RSUs which will vest if the VWAP of the Common Stock as quoted on the NYSE MKT exceeds $6.00 for a 30 consecutive trading day period.