On December 30, 2008, the Board of Directors of GP Strategies Corporation, a Delaware corporation ("the Company"), approved certain amendments to the employment agreements of Scott N. Greenberg, Chief Executive Officer, and Douglas E. Sharp, President. The amendments are intended to bring such arrangements into compliance with, or otherwise be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and any regulations and Treasury guidance promulgated thereunder ("Section 409A"), and to ensure that such arrangements meet the requirements for avoiding accelerated taxes and penalties under Section 409A of the Code. The amended employment agreements provide that any compensation or benefit payable to Messrs. Greenberg or Sharp that constitutes non-qualified deferred compensation subject to the requirements of Section 409A will be delayed for a six-month period following the date of termination of his employment. The amendments do not materially modify or otherwise affect the economic terms of their employment agreements. The foregoing description of the amendments is qualified in its entirety by reference to the amendments which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

(d) Exhibits

10.1           Amendment, dated December 30, 2008, to Employment Agreement by and
               between GP Strategies Corporation and Scott N. Greenberg dated
               July 1, 1999.

10.2           Amendment, dated December 30, 2008, to Employment Agreement by and
               between General Physics Corporation and Douglas Sharp dated July 1,
               1999.