GP STRATEGIES CORP (Form: S-8, Received: 01/05/2012 14:36:21)

As filed with the Securities and Exchange Commission on January 5, 2012
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GP STRATEGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		52-0845774
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6095 Marshalee Drive, Suite 300 Elkridge, Maryland		21075
(Address of Principal Executive Offices)		(Zip Code)

GP Strategies Corporation 2011 Stock Incentive Plan

(Full title of the plan)

Kenneth L. Crawford

Senior Vice President, Secretary and

General Counsel

GP Strategies Corporation

6095 Marshalee Drive, Suite 300

Elkridge, Maryland 21075

(410) 379-3600

Kelly Tubman Hardy, Esq.

DLA Piper LLP (US)

6225 Smith Avenue

Baltimore, Maryland 21209

(410) 580-3000

(Name, address, telephone number,
including area code, of agent for service)

(Copy to)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE


Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Common Stock, $0.01 par value
Shares newly registered	1,646,609		$	13.35	(2)	$	21,982,230	(2)	$	2,520	(2)
Shares previously registered and carried forward from registration statement for prior plans	1,355,764		$	N/A	(3)	$	N/A	(3)	$	N/A	(3)
TOTAL	3,002,373	(1)	$	13.35		$	21,982,230		$	2,520

(1) The Registrant maintains the GP Strategies Corporation 1973 Non-Qualified Stock Option Plan and the GP Strategies Corporation 2003 Incentive Stock Plan (collectively, the “Prior Plans”). The Registrant adopted the GP Strategies 2011 Stock Incentive Plan (the “2011 Plan”) which replaced the Prior Plans effective as of October 14, 2011, and no additional awards will be granted under the Prior Plans after that date. An aggregate of 1,355,764 shares of Common Stock are available for offer or sale under the 2011 Plan as of its effective date. This amount equates to the number of shares that were remaining available for offer or sale under the Prior Plans as of October 14, 2011, but which were not subject to outstanding awards as of that date (the “Carried Forward Shares”). The Carried Forward Shares were registered previously pursuant to a Registration Statement on Form S-8 filed on April 8, 2005 (file no. 333-123949). The Registrant is concurrently filing a Post-Effective Amendment to the Registration Statement on Form S-8 (file no. 333-123949) to reflect the movement of the Carried Forward Shares registered thereunder to this Registration Statement. In addition to the Carried Forward Shares, according to the terms of the 2011 Plan, if any award, or portion of an award, outstanding under the Prior Plans expires or terminates unexercised, becomes unexercisable, is forfeited or otherwise terminated, surrendered or canceled as to any shares, or is settled in cash without delivery of shares of Common Stock, the shares of Common Stock subject to such award shall thereafter be available for offer or sale pursuant to awards granted under the 2011 Plan (the “Recycled Shares”). As of October 14, 2011, there were 1,646,609 awards outstanding under the Prior Plans, any of which could potentially become a Recycled Share available for offer or sale under the 2011 Plan. Such potential Recycled Shares are registered on this Registration Statement as newly registered shares. Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h). The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of GP Strategies Corporation Common Stock reported on the New York Stock Exchange on January 4, 2012 (i.e., $13.35).

(3) The Carried Forward Shares with respect to the Prior Plans were registered pursuant to a Registration Statement on Form S-8 filed on April 8, 2005 (file no. 333-123949). Pursuant to Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, the Registrant has carried forward the registration fees previously paid for the Carried Forward Shares. The Registrant is concurrently filing a Post-Effective Amendment to the Registration Statement on Form S-8 (file no. 333-123949) to reflect the carry forward of shares registered thereunder to this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant to the introductory Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010;

(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), since the end of the fiscal year covered by the document referred to in (a) above; and

(c) Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

James L. Galante, Assistant General Counsel of GP Strategies Corporation, provides the opinion regarding the legal validity of the shares of Common Stock being registered for issuance under the 2011 Plan. As of the date of this filing, Mr. Galante beneficially owns 1,534 shares of our common stock, 417 restricted stock award units, and options to purchase 5,000 shares of our common stock.

Item 6. Indemnification of Directors and Officers.

As permitted by the Delaware General Corporation Law, the Registrant’s certificate of incorporation provides that the directors of the Registrant will not be personally liable to the Registrant or the Registrant’s stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

· for any breach of the director’s duty of loyalty to the Registrant or the Registrant’s stockholders;

· for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

· under Section 174 of the Delaware General Corporation Law, relating to unlawful payment of dividends or unlawful stock purchase or redemption of stock; or

· for any transaction from which the director derives an improper personal benefit.

The Registrant’s bylaws provide for the indemnification of its directors and officers to the fullest extent authorized by the Delaware General Corporation Law. The indemnification provided under the Registrant’s certificate of incorporation and bylaws includes the right to be paid expenses in advance of any proceeding for which indemnification may be had. The Registrant may pay these expenses in advance of the final disposition of a proceeding only if the director or officer agrees to repay these amounts if it is ultimately determined that the director or officer is not entitled to be indemnified. If the Registrant does not pay a claim for indemnification within 60 days, the claimant may bring an action to recover the unpaid amount of the claim and, if successful, the director or officer will be entitled to be paid the expense of prosecuting the action to recover these unpaid amounts.

The indemnification provided by the Registrant’s bylaws is not deemed to be exclusive of any other right to which a person seeking indemnification may be entitled under any statute, provision of the certificate of incorporation, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. In addition, the Registrant has entered into agreements with its directors and executive officers to provide for indemnification and payment of expenses to the extent permitted by applicable law and the Registrant’s bylaws.

The Registrant maintains standard policies of insurance under which coverage is provided to its directors, officers, employees and agents to insure them against liability for actions or omissions occurring in their capacity as a director, officer, employee or agent, subject to certain exclusions and limitations.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

EXHIBIT NUMBER		DESCRIPTION
4.1		Composite of the Restated Certificate of Incorporation of the Registrant including all amendments through December 31, 2011. Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on January 3, 2012.

4.2		GP Strategies Corporation Amended and Restated By-Laws, including all amendments through December 31, 2011. Incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on January 3, 2012.

5.1		Opinion of James L. Galante, Esq., regarding the legal validity of the shares of Common Stock being registered on this Registration Statement (filed herewith)

23.1		Consent of Counsel (contained in Exhibit 5.1)

23.2		Consent of Independent Registered Public Accounting Firm (filed herewith)

24.1		Power of Attorney (filed herewith)

99.1		GP Strategies Corporation 2011 Stock Incentive Plan. Incorporated herein by reference to Appendix B of the Registrant’s Form DEF 14A filed on November 1, 2011.

99.2		Form of Nonqualified Stock Option Notice and Option Agreement under the GP Strategies Corporation 2011 Stock Incentive Plan (filed herewith)

99.3		Form of Stock Unit Agreement under the GP Strategies Corporation 2011 Stock Incentive Plan (filed herewith)

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Paragraphs (l)(i) and (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that

a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Elkridge, Maryland, on January 4, 2012.

	GP STRATEGIES CORPORATION


	By:	/s/ Scott N. Greenberg
		Scott N. Greenberg
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Scott N. Greenberg
Scott N. Greenberg	Chief Executive Officer (Principal Executive Officer and Director)	January 4, 2012

/s/ Sharon Esposito-Mayer
Sharon Esposito-Mayer	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 4, 2012

A majority of the Board of Directors (Harvey P. Eisen; Daniel M. Friedberg; Marshall S. Geller; Scott N. Greenberg; Sue W. Kelly; Richard C. Pfenniger, Jr.; A. Marvin Strait; and Gene A. Washington).

Date: January 4, 2012	By:	/s/Scott N. Greenberg
		Scott N. Greenberg For himself and as Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
4.1		Composite of the Restated Certificate of Incorporation of GP Strategies Corporation including all amendments through December 31, 2011. Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on January 3, 2012.

4.2		GP Strategies Corporation Amended and Restated By-Laws, including all amendments through December 31, 2011. Incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on January 3, 2012.

5.1		Opinion of James L. Galante, Esq., regarding the legal validity of the shares of Common Stock being registered on this Registration Statement (filed herewith)

23.1		Consent of Counsel (contained in Exhibit 5.1)

23.2		Consent of Independent Registered Public Accounting Firm (filed herewith)

24.1		Power of Attorney (filed herewith)

99.1		GP Strategies Corporation 2011 Stock Incentive Plan. Incorporated herein by reference to Appendix B of the Registrant’s Form DEF 14A filed on November 1, 2011.

99.2		Form of Nonqualified Stock Option Notice and Option Agreement under the GP Strategies Corporation 2011 Stock Incentive Plan (filed herewith)

99.3		Form of Stock Unit Agreement under the GP Strategies Corporation 2011 Stock Incentive Plan (filed herewith)

EXHIBIT 5.1

Training | Consulting | Engineering
www.gpstrategies.com

January 5, 2012

GP Strategies Corporation

6095 Marshalee Drive, Suite 300

Elkridge, Maryland 21075

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I am Assistant General Counsel of GP Strategies Corporation, a Delaware corporation (the “ Company ”), in connection with the Company’s filing of a Registration Statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended, for registration by the Company of up to 3,002,373 shares of the Company’s common stock, par value $0.01 per share (the “ Shares ”), issuable pursuant to the GP Strategies Corporation 2011 Stock Incentive Plan (the “Plan”).

As a basis for this opinion, I have examined such matters of law and such originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates and other instruments as I have deemed appropriate, including (1) the certificate of incorporation of the Company, as in effect on the date hereof, (2) the Amended and Restated By-Laws of the Company, as in effect on the date hereof, (3) the Plan, and (4) the resolutions confirmed, approved and ratified by the Board of Directors of the Company (the “ Board ”) relating to the authorization and issuance of the Shares.

In giving this opinion, I have assumed the genuineness of all signatures, the legal capacity of natural persons and the authenticity of all documents I have examined. As to certain questions of fact relevant to this opinion, without any independent verification, I have relied upon written statements of certain public officials.

Based upon the foregoing and subject to the assumptions, limitations and qualifications stated herein, it is my opinion that the Shares have been duly authorized, and upon the issuance and delivery of the Shares in the manner contemplated by the Plan, and assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of required payment for the Shares, the Shares will be validly issued, fully paid and nonassessable.

In addition to the qualifications set forth above, the foregoing opinion is further qualified as follows:

(a) The foregoing opinion is rendered as of the date hereof. I assume no obligation to update such opinion to reflect any facts or circumstances that may hereafter come to my attention or changes in the law which may hereafter occur.

(b) I do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the foregoing).

World Headquarters | GP Strategies Corporation | 6095 Marshalee Drive, Suite 300, Elkridge, MD 21075 USA | 800.727.6677 fax 410.540.5302

(d) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

As of the date hereof, I own 1,534 shares of Common Stock, 417 restricted stock units which upon vesting will result in the issuance of 417 shares of Common Stock, and have options to purchase 5,000 shares of Common Stock.

I hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to me under the heading “Legal Matters” in the Registration Statement.

Very truly yours,


/s/ James L. Galante

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

GP Strategies Corporation:

We consent to the use of our reports dated March 3, 2011, with respect to the consolidated balance sheets of GP Strategies Corporation and subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010 and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2010, incorporated herein by reference.

Our report on the consolidated financial statements refers to the Company’s adoption of Statement of Financial Accounting Standard No. 141(R), Business Combinations (ASC Topic 805), on January 1, 2009.

/s/ KPMG LLP
Baltimore, Maryland
January 3, 2012

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of GP Strategies Corporation, a Delaware corporation (the “Corporation”), hereby constitute and appoint Scott N. Greenberg, Sharon Esposito-Mayer, and Kenneth L. Crawford, and each of them acting alone, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as officers and as Directors of the Corporation, a registration statement on Form S-8 (or other appropriate form) (the “Registration Statement”) relating to the proposed issuance of Common Stock, par value $0.01, of the Corporation and other securities pursuant to the GP Strategies Corporation 2011 Stock Incentive Plan (or any and all amendments, including post-effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ Scott N. Greenberg
Scott N. Greenberg	Chief Executive Officer (Principal Executive Officer and Director)	January 4, 2012

/s/ Sharon Esposito-Mayer
Sharon Esposito-Mayer	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 4, 2012

/s/ Harvey P. Eisen
Harvey P. Eisen	Chairman of the Board of Directors	January 4, 2012

/s/ Daniel M. Friedberg
Daniel M. Friedberg	Director	January 4, 2012

/s/ Marshall S. Geller
Marshall S. Geller	Director	January 4, 2012

/s/ Sue W. Kelly
Sue W. Kelly	Director	January 4, 2012

/s/ Richard C. Pfenniger, Jr.
Richard C. Pfenniger, Jr.	Director	January 4, 2012

/s/ A. Marvin Strait
A. Marvin Strait	Director	January 4, 2012

/s/ Gene A. Washington
Gene A. Washington	Director	January 4, 2012

Exhibit 99.2

GP STRATEGIES CORPORATION

NONQUALIFIED STOCK OPTION NOTICE

This Notice evidences the award of nonqualified stock options (each, an “ Option ” or collectively, the “ Options ”) that have been granted to you, [NAME], subject to and conditioned upon your agreement to the terms of the attached Nonqualified Stock Option Agreement (the “ Agreement ”). The Options entitle you to purchase shares of common stock, par value $0.01 per share (“ Common Stock ”), of GP STRATEGIES CORPORATION, a Delaware corporation (the “ Company ”), under the GP Strategies Corporation 2011 Stock Incentive Plan (the “ Plan ”). The number of shares you may purchase and the exercise price at which you may purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein.

Grant Date : [GRANT DATE]

Number of Options : [NUMBER] Options, each permitting the purchase of one Share

Exercise Price : [PRICE] per share

Expiration Date : The Options expire at 5:00 p.m. Eastern Time on the last business day coincident with or prior to the [6 th ] anniversary of the Grant Date (the “ Expiration Date ”), unless fully exercised or terminated earlier.

Exercisability Schedule : Subject to the terms and conditions described in the Agreement, the Options become exercisable in accordance with the schedule below:

Exercisability Date		% of Options that become Exercisable on this Date

The extent to which the Options are exercisable as of a particular date is rounded down to the nearest whole share. The remaining fraction of a share is then added to the next amount to become exercisable, such that 100% of the Options granted will become exercisable by the last exercisability date.

	GP STRATEGIES CORPORATION

	By:

	Date:

I acknowledge that I have carefully read the attached Agreement and the prospectus for the Plan and agree to be bound by all of the provisions set forth in these documents.

Enclosures:

Nonqualified Stock Option Agreement

Prospectus

Grant No.:

NONQUALIFIED STOCK OPTION AGREEMENT

UNDER THE

GP STRATEGIES CORPORATION STOCK INCENTIVE PLAN

1. Terminology . Capitalized terms used in this Agreement are defined in the correlating Stock Option Notice and/or the Glossary at the end of the Agreement or the Plan.

2. Exercise of Options .

(a) Exercisability . The Options will become exercisable in accordance with the Exercisability Schedule set forth in the Stock Option Notice, so long as you are in the Service of the Company from the Grant Date through the applicable exercisability dates. None of the Options will become exercisable after your Service with the Company ceases, unless the Stock Option Notice provides otherwise with respect to exercisability that arises as a result of your cessation of Service.

(b) Right to Exercise . You may exercise the Options, to the extent exercisable, at any time on or before 5:00 p.m. Eastern Time on the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law. Notwithstanding the foregoing, if at any time the Administrator determines that the delivery of Shares under the Plan or this Agreement is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws, the right to exercise the Options or receive Shares pursuant to the Options shall be suspended until the Administrator determines that such delivery is lawful. If at any time the Administrator determines that the delivery of Shares under the Plan or this Agreement is or may violate the rules of the national securities exchange on which the shares are then listed for trade, the right to exercise the Options or receive Shares pursuant to the Options shall be suspended until the Administrator determines that such exercise or delivery would not violate such rules. Section 3 below describes certain limitations on exercise of the Options that apply in the event of your death, Total and Permanent Disability, or termination of Service. The Options may be exercised only in multiples of whole Shares and may not be exercised at any one time as to fewer than one hundred Shares (or such lesser number of Shares as to which the Options are then exercisable). No fractional Shares will be issued under the Options.

(c) Exercise Procedure . In order to exercise the Options, you must provide the following items to the Secretary of the Company or his or her delegate before the expiration or termination of the Options:

(i) notice, in such manner and form as the Administrator may require from time to time, specifying the number of Shares to be purchased under the Options;

(ii) full payment of the Exercise Price for the Shares or properly executed, irrevocable instructions, in such manner and form as the Administrator may require from time to time, to effectuate a broker-assisted cashless exercise, each in accordance with Section 2(d) of this Agreement; and

(iii) full payment of applicable withholding taxes pursuant to Section 6 of this Agreement.

An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items, and such exercise otherwise is permitted under and complies with all applicable federal, state and foreign securities laws. Notwithstanding the foregoing, if the Administrator permits payment by means of delivering properly executed, irrevocable instructions, in such manner and form as the Administrator may require from time to time, to effectuate a broker-assisted cashless exercise and such instructions provide for sale of Shares under a limit order rather than at the market, the exercise will not be effective until the earlier of the date the Company receives delivery of cash or cash equivalents in full payment of the Exercise Price or the date the Company receives confirmation from the broker that the sale instruction has been fulfilled, and the exercise will not be effective unless the earlier of such dates occurs on or before termination of the Options.

(d) Method of Payment . You may pay the Exercise Price by:

(i) delivery of cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Administrator in its discretion;

(ii) a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm designated or approved by the Administrator;

(iii) subject to such limits as the Administrator may impose from time to time, tender (via actual delivery or attestation) to the Company of other shares of Common Stock of the Company which have a Fair Market Value on the date of tender equal to the Exercise Price;

(iv) subject to such limits as the Administrator may impose from time to time, net share settlement;

(v) any other method approved by the Administrator; or

(vi) any combination of the foregoing.

(e) Issuance of Shares upon Exercise . The Company shall issue to you the Shares underlying the Options you exercise as soon as practicable after the exercise date, subject to the Company’s receipt of the aggregate exercise price and the requisite withholding taxes, if any. Upon issuance of such Shares, the Company may deliver, subject to the provisions of Section 7 below, such Shares on your behalf electronically to the Company’s designated stock plan administrator or such other broker-dealer as the Company may choose at its sole discretion, within reason, or may retain such Shares in uncertificated book-entry form. Any share certificates delivered will, unless the Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such Shares.

(f) Payment for Options . The Administrator, in its discretion, on behalf of the Company, may offer to purchase the Options, in whole or in part, from you. The Administrator will provide you with written notice of the Company’s offer specifying the number of Options to be purchased. The purchase price per Option will be the difference between (i) the Exercise Price per Share and (ii) the Fair Market Value per Share as of the settlement date. If you accept the Company’s offer by the deadline set by the Company, settlement of the purchase will be made as soon as practicable thereafter and will be made in cash or shares, at the discretion of the Administrator.

3. Termination of Service .

(a) Termination of Unexercisable Options . If your Service with the Company ceases for any reason, the Options that are then unexercisable will terminate immediately upon such cessation.

(b) Exercise Period Following Termination of Service . If your Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable will terminate upon the earliest of:

(i) the expiration of 90 days following such cessation, if your Service ceases on account of (1) your termination by the Company other than a discharge for Cause, or (2) your voluntary termination other than for Total and Permanent Disability or death;

(ii) the expiration of 6 months following such cessation, if your Service ceases on account of your Total and Permanent Disability or death;

(iii) the expiration of 6 months following your death, if your death occurs during the periods described in clauses (i) or (ii) of this Section 3(b), as applicable; or

(iv) the Expiration Date.

In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are transferred by will or the laws of descent and distribution.

(c) Misconduct . The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive.

(d) Change in Status . In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part or an Affiliate of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company.

4. Nontransferability of Options . These Options and, before exercise, the underlying Shares are nontransferable otherwise than by will or the laws of descent and distribution and, during your lifetime, the Options may be exercised only by you or, during the period you are under a legal disability, by your guardian or legal representative. Except as provided above, the Options and, before exercise, the underlying Shares may not be assigned, transferred, pledged, hypothecated, subjected to any “put equivalent position,” “call equivalent position” (as each preceding term is defined by Rule 16(a)-1 under the Securities Exchange Act of 1934), or short position, or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

5. Nonqualified Nature of the Options . The Options are not intended to qualify as incentive stock options within the meaning of Code section 422, and this Agreement shall be so construed. You hereby acknowledge that, upon exercise of the Options, you will recognize

compensation income in an amount equal to the excess of the then Fair Market Value of the Shares over the Exercise Price and must comply with the provisions of Section 6 of this Agreement with respect to any tax withholding obligations that arise as a result of such exercise.

6. Withholding of Taxes .

(a) At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll or any other payment of any kind due to you and otherwise agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options. The Company may require you to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Shares.

(b) The Administrator may, in its sole discretion, permit you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value not in excess of the amount necessary to satisfy the statutory minimum withholding amount due.

7. Adjustments . The Administrator may make various adjustments to your Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan. In the event of any transaction resulting in a Change in Control (as defined in the Plan) of the Company, the outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Options by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of such termination, you will be permitted, immediately before the Change in Control, to exercise or convert all portions of such Options that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control.

8. Non-Guarantee of Employment or Service Relationship . Nothing in the Plan or this Agreement will alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between you and the Company, or as a contractual right for you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without Cause or notice and whether or not such discharge results in the failure of any of the Options to become exercisable or any other adverse effect on your interests under the Plan.

9. No Rights as a Stockholder . You shall not have any of the rights of a stockholder with respect to the Shares until such Shares have been issued to you upon the due exercise of the Options. No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued.

10. The Company’s Rights . The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

11. Entire Agreement . This Agreement, together with the correlating Stock Option Notice and the Plan, contain the entire agreement between you and the Company with respect to the Options. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Options shall be void and ineffective for all purposes.

12. Amendment . This Agreement may be amended from time to time by the Administrator in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and the Company.

13. Conformity with Plan . This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Administrator.

14. Section 409A . This Agreement and the Options granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. Nothing in the Plan or this Agreement shall be construed as including any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Options. Should any provision of the Plan or this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it may be modified and given effect, in the sole discretion of the Administrator and without requiring your consent, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. The foregoing, however, shall not be construed as a guarantee by the Company of any particular tax effect to you.

15. Electronic Delivery of Documents . By your accepting this award, you (i) consent to the electronic delivery of this Agreement, all information with respect to the Plan and the Options, and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents.

16. Governing Law . The validity, construction, and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the district which includes the city or town in which the Company’s principal executive office is located, and you hereby agree and submit to the personal jurisdiction and venue thereof.

17. Headings . The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

{ Glossary begins on next page }

GLOSSARY

(a) “ Administrator ” means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the Plan.

(b) “ Cause ” has the meaning ascribed to such term in your written employment agreement, but if none exists, it has the meaning provided in General Physics Corporation’s Procedure No. GP-P-10 as in effect on the Grant Date and as it may be amended from time to time.

(c) “ Company ” includes GP Strategies Corporation and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only GP Strategies Corporation.

(d) “ Service ” means your employment or other service relationship with the Company and its Affiliates. Your Service will be considered to have ceased with the Company and its Affiliates if, immediately after a sale, merger or other corporate transaction, the trade, business or entity with which you are employed or otherwise have a service relationship is not the Company or its successor or an Affiliate of the Company or its successor.

(e) “ Shares ” mean the shares of Common Stock underlying the Options.

(f) “ Stock Option Notice ” means the written notice evidencing the award of the Options that correlates with and makes up a part of this Agreement.

(g) “ Total and Permanent Disability ” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The Administrator may require such proof of Total and Permanent Disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether you are totally and permanently disabled will be final and binding on all parties concerned.

(h) “ You ”; “ Your ”. “You” or “your” means the recipient of the award of Options as reflected on the Stock Option Notice. Whenever the Agreement refers to “you” under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to your estate, personal representative, or beneficiary to whom the Options may be transferred by will or by the laws of descent and distribution, the word “you” shall be deemed to include such person.

Exhibit 99.3

STOCK UNIT AGREEMENT

THIS STOCK UNIT AGREEMENT (this “ Agreement ”) is made as of , 2011, by and between GP STRATEGIES CORPORATION, a Delaware corporation (“ GPS ”), and [NAME] (“ Recipient ”).

A. Recipient is an employee, officer or director of GPS or an entity that is directly or indirectly controlled by GPS (“ Controlled Entity ”); and

B. GPS is offering this Agreement to motivate Recipient by providing the opportunity to receive 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 GP Strategies Corporation 2011 Stock Incentive Plan (the “ Plan ”).

Section 1. Stock Unit Grant . GPS hereby grants to Recipient [NUMBER] stock units (“ 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

Each Stock Unit is equivalent in value to one share of Stock and represents GPS’ unfunded and unsecured promise to issue one share of Stock at a future date subject to the terms of this Agreement and the Plan.

Section 2. Delivery of Shares . If Recipient is (a) continuously an employee, officer or director of GPS or a Controlled Entity, from the date hereof to the Issue Date specified in the Grant Schedule for a Stock Unit and (b) in full compliance on such Issue Date with any contractual and/or legal obligations then owed by Recipient to GPS or any Controlled Entity, then, within 30 days after such Issue Date, Recipient shall be issued, or there shall be electronically deposited in an account belonging to Recipient, one share of Stock for each Stock Unit with such Issue Date, subject to the terms and conditions of the Plan, this Agreement, and any other agreement (an “ Other Agreement ”) between the Recipient and GPS or a Controlled Entity, as the same may be amended from time to time in the future. When Stock is issued in payment of a Stock Unit, the Stock Unit will terminate. The Recipient will not have any of the rights of a stockholder with respect to any Stock that may be issued in payment of a Stock Unit until the shares have been issued to the Recipient.

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, 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. Tax Withholding . The Recipient must pay to GPS, or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of the Stock Units no later than the date by which such action is required to be taken under the Code. GPS may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Recipient. The Recipient also authorizes GPS to retain on the Recipient’s behalf the number of shares of

Stock from those issuable to the Recipient under this Agreement, to reduce the number of unpaid Stock Units, or to sell or arrange for the sale of the number of shares of Stock as GPS determines to be sufficient to satisfy the tax withholding obligations when any such obligations come due. In the event that the tax obligations to GPS are satisfied with shares of Stock, the shares will be valued at Fair Market Value on the applicable date for such purposes and will not exceed in amount the minimum statutory tax withholding obligation.

Section 5. 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 6. Entire Agreement . This Agreement may not be modified or superseded except by means of a writing signed by an authorized representative of GPS and by Recipient that specifically states that is the intention of both GPS and Recipient that such writing supersede or modify this Agreement.

Section 7. Conflicts . This Agreement intended to conform with, and is subject to all applicable provisions of, the Plan. In the case of any conflict between the provisions of this Agreement or any Other Agreement and the provisions of the Plan, the provisions of the Plan shall govern. In the case of any conflict between the provisions of this Agreement and the provisions of any Other Agreement, the provisions of the Other Agreement shall govern. The Recipient acknowledges receiving a copy of the Plan.

Section 8. Section 409A . This Agreement and the Stock Units are intended to be exempt from Section 409A of the Code and the Treasury Regulations thereunder pursuant to the “short-term deferral” exemption. GPS has no obligation to minimize the tax consequences of this award and will not be liable for any adverse tax consequences arising from the award.

This Agreement is executed on behalf of GP STRATEGIES CORPORATION:


	Scott N. Greenberg
	Chief Executive Officer

Recipient agrees that his/her acceptance of the Stock Units constitutes Recipient’s acknowledgement that he/she has carefully read this Agreement and the prospectus for the Plan and agrees to be bound by all of the provisions set forth in these documents. Recipient consents to electronic delivery of all notices or other information with respect to the Stock Units or the Company and to participation in the Plan through an on-line or electronic system established and maintained by GPS or another third party designated by GPS.