<PAGE> 1
As filed with the Securities and
Exchange Commission on July 25, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------
GSE Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 52-1868008
-------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8930 Stanford Boulevard
Columbia, Maryland 21045
----------------------------------------
(Address of principal executive offices)
GSE SYSTEMS, INC. 1995 LONG-TERM INCENTIVE PLAN
KOESTENBAUM OPTION AGREEMENT
MEULLER OPTION AGREEMENT
-----------------------------------------------
(Full title of the plans)
Dev Ganesan
Vice President - Finance and Accounting
8930 Stanford Boulevard
Columbia, Maryland 21045
(410) 312-3700
-----------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Robert B. Ott Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004
(202) 942-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed
Title of Maximum Proposed
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, 625,000 $13.26(1) $8,286,484(1) $2,857.76
$.01 par value Shares
(1995 Long-Term
Incentive Plan)
Common Stock, 8,000 $14.00(2) $112,000(2) $38.62
$.01 par value Shares
(Koestenbaum
Option
Agreement)
Common Stock, 2,000 $14.00(3) $28,000(3) $ 9.66
$.01 par value Shares
(Meuller Option
Agreement)
=========
Total Registration Fee $2,906.04
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) on the basis of (a) the average exercise
price ($14.14) at which outstanding options granted under the 1995 Long-Term
Incentive Plan may be exercised with respect to 367,516 shares of the
Registrant's Common Stock and (b) with respect to the remaining 257,484 shares
of Common Stock available for awards under such plan, the average of the high
and low sale prices of the Registrant's Common Stock as reported on
July 18, 1996 on the Nasdaq National Market ($12.00) which date is within 5
business days prior to the date of the filing of this Registration Statement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) based upon the $14.00 exercise price of
the Koestenbaum Option Agreement.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) based upon the $14.00 exercise price of
the Meuller Option Agreement.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by GSE Systems, Inc. (the
"Corporation" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated herein by reference:
(i) The Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;
(ii) All other reports filed by the Corporation pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") since December
31, 1995; and
(iii) The description of the Corporation's Common Stock
contained in the Corporation's Registration Statement
pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating
such description.
All documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all of the Corporation's Common Stock offered hereby has
been sold or which withdraws from registration such Common Stock then remaining
unsold, shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
The following financial statements, all of which are included in
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1995 that has been incorporated herein by reference, have been incorporated
herein in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing:
(i) The consolidated balance sheets of the Corporation as
of December 31, 1994 and 1995, and the related
consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for the
period April 14, 1994 (date of inception) to December
31, 1994 and for the year ended December 31, 1995;
(ii) The consolidated statements of operations,
stockholder's equity and cash flows for the four month
period ended December 31, 1993 and for the period
January 1, 1994 through April 13, 1994 of Simulation,
Systems & Services Technologies Company ("S3
Technologies") and its immediate parent company, MSHI,
Inc. (formerly a wholly-owned subsidiary of ManTech
International Corporation), and the statements of
operations, stockholder's equity and cash flows of S3
Technologies (formerly a wholly-owned subsidiary of
Bicoastal Corporation) for the eight month period ended
August 31, 1993;
(iii) The statements of operations, stockholder's equity
(deficit) and cash flows of GP International
Engineering & Simulation, Inc. (formerly a wholly-owned
subsidiary of GPS Technologies, Inc. (now known as
SGLG, Inc.)) for the year ended December 31, 1993 and
for the period January 1, 1994 through April 13, 1994;
and
(iv) The statements of operations, stockholder's equity and
cash flows of EuroSim AB (formerly a wholly-owned
subsidiary of Vattenfall Engineering AB) for the year
ended December 31, 1993 and for the period January 1,
1994 through April 13, 1994.
Thomas K. Milhollan, Corporate Counsel and Assistant Secretary
of the Corporation, has delivered his legal opinion that the shares of the
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Corporation's Common Stock offered pursuant to the GSE Systems, Inc. 1995
Long-Term Incentive Plan (the "Incentive Plan"), the Koestenbaum Option
Agreement and the Meuller Option Agreement have been duly authorized by the
Corporation and that, when issued in accordance with the terms of the Incentive
Plan and such Option Agreements, as the case may be, the shares will be legally
issued, fully paid and nonassessable. Mr. Milhollan is an officer of the
Corporation and is eligible to participate in the Incentive Plan. As of July
25, 1996, he held unexercised stock options with respect to 2,500 shares of the
Corporation's Common Stock under the Incentive Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL"),
permits, under certain circumstances, the indemnification of any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving in a similar capacity for another
enterprise at the request of the corporation. To the extent that a director,
officer, employee or agent of the corporation has been successful in defending
any such proceeding, the DGCL provides that he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
With respect to a proceeding by or in the right of the
corporation, such person may be indemnified against expenses (including
attorneys' fees), actually and reasonably incurred, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. The DGCL provides, however, that indemnification
shall not be permitted in such a proceeding if such person is adjudged liable
to the corporation unless, and only to the extent that, the court, upon
application, determines, that he is entitled to indemnification under the
circumstances. With respect to proceedings other than those brought by or in
the right of the corporation, notwithstanding the outcome of such a proceeding,
such person may be indemnified against judgments, fines, and amounts paid in
settlement, as well as expenses, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, had no reason to believe
his conduct was unlawful. Except with respect to mandatory indemnification of
expenses to successful defendants as described in the preceding paragraph or
pursuant to a court order, the indemnification described in this paragraph may
be made
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only upon a determination in each specific case (1) by majority vote of the
directors that are not parties to the proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (3) by the stockholders.
The DGCL permits a corporation to advance expenses incurred by a
proposed indemnitee in advance of final disposition of the proceeding, provided
that the indemnitee undertakes to repay such advanced expenses if it is
ultimately determined that he is not entitled to indemnification. Also, a
corporation may purchase insurance on behalf of an indemnitee against any
liability asserted against him in his designated capacity, whether or not the
corporation itself would be empowered to indemnify him against such liability.
The Corporation has adopted provisions in its Second Amended and
Restated Certificate of Incorporation and Bylaws that provide for
indemnification of its officers and directors to the maximum extent permitted
under the DGCL.
As authorized by the DGCL, the Corporation's Second Amended and
Restated Certificate of Incorporation limits the liability of directors of the
Corporation for monetary damages. The effect of this provision is to eliminate
the rights of the Corporation and its stockholders (through stockholders'
derivative suits on behalf of the Corporation) to recover monetary damages
against a director for breach of the fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in certain limited situations. This provision does not limit or
eliminate the rights of the Corporation or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a
director's duty of care. This provision will not alter the liability of
directors under federal securities laws.
The Corporation has purchased an insurance policy which purports
to insure the officers and directors of the Corporation against certain
liabilities incurred by them in the discharge of their functions as such
officers and directors, except for liabilities resulting from their own
malfeasance.
The foregoing descriptions are general summaries only.
Reference is made to the full text of the Corporation's Second Amended and
Restated Certificate of Incorporation and Bylaws incorporated herein by
reference.
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<PAGE> 7
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Index of Exhibits of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
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 the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement.
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in
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the Registration Statement or any material
change to such information in the
Registration Statement.
Provided, however, that paragraphs (i) and (ii) 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 the
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;
4. 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 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; and
5. 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
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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.
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<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Columbia, State of Maryland, on July 25, 1996.
GSE SYSTEMS, INC.
By: /s/ WILLIAM E. KUHLMANN
-----------------------
William E. Kuhlmann
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 25, 1996.
Signatures Titles
- ---------- ------
* Chairman of the Board and
- --------------------------------- Chief Executive Officer
William E. Kuhlmann (principal executive officer)
* Vice President - Finance
- --------------------------------- and Accounting
Dev Ganesan (principal financial officer)
* Director
- ---------------------------------
Rolf M.G. Falkenberg
* Director
- ---------------------------------
Michael J. Cromwell, III
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* Director
- ---------------------------------
Jerome I. Feldman
* Director
- ---------------------------------
Lars-Goran Mejvik
* Director
- ---------------------------------
George J. Pedersen
* Director
- ---------------------------------
Martin M. Pollak
* Director
- ---------------------------------
Hans I. Ebenfelt
* Director
- ---------------------------------
Sheldon L. Glashow
* Director
- ---------------------------------
David E. Jeremiah
* Director
- ---------------------------------
Sylvan Schefler
* By: /s/ ROBERT W. STROUP
------------------------
Robert W. Stroup
Attorney-In-Fact
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INDEX OF EXHIBITS
Exhibit 4.1 Second Amended and Restated Certificate of Incorporation.
Incorporated herein by reference to Exhibit 3.1 filed as
part of the Form S-1 Registration Statement of the
Registrant (File No. 33-91530) under the Securities Act.
Exhibit 4.2 Amended and Restated Bylaws. Incorporated herein by
reference to Exhibit 3.2 filed as part of Amendment No. 1
to the Form S-1 Registration Statement of the Registrant
(File No. 33-91530) under the Securities Act.
Exhibit 4.3 GSE Systems, Inc., 1995 Long-Term Incentive Plan. Filed
herewith.
Exhibit 4.4 Koestenbaum Option Agreement. Filed herewith.
Exhibit 4.5 Meuller Option Agreement. Filed herewith.
Exhibit 5 Opinion of Thomas K. Milhollan with respect to the validity
of the Common Stock being registered. Filed herewith.
Exhibit 23.1 Consent of Coopers & Lybrand L.L.P., Independent
Accountants. Filed herewith.
Exhibit 23.2 Consent of Thomas K. Milhollan. Contained in his opinion
filed as Exhibit 5 hereto.
Exhibit 24 Powers of Attorney of certain officers and directors of the
Corporation. Filed herewith.
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<PAGE> 1
EXHIBIT 4.3
GSE SYSTEMS, INC.
1995 LONG-TERM INCENTIVE PLAN
(As Amended through April 12, 1996)
1. DEFINITIONS
In this Plan, except where the context otherwise indicates, the
following definitions apply:
1.1. "Agreement" means a written agreement implementing an Award.
1.2. "Award" means a grant of an Option or Right or an award of
Restricted Stock or Incentive Shares.
1.3. "Board" means the Board of Directors of the Corporation.
1.4. "Code" means the Internal Revenue Code of 1986, as amended.
1.5. "Committee" means the committee of the Board meeting the
standards of Rule 16b-3(c)(2)(i) under the Exchange Act, or any similar
successor rule, appointed by the Board to administer the Plan. Unless
otherwise determined by the Board, the Compensation Committee of the Board
shall be the Committee.
1.6. "Common Stock" means the common stock, par value $.01 per
share, of the Corporation.
1.7. "Corporation" means GSE Systems, Inc.
1.8. "Date of Exercise" means the date on which the Corporation
receives notice of the exercise of an Option or Right in accordance with the
terms of Article 9.
1.9. "Date of Grant" means the date on which an Option or Right is
granted or Restricted Stock or Incentive Shares are awarded under the Plan.
1.10. "Director" means a member of the Board of the Corporation or
any Subsidiary.
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1.11. "Employee" means any employee of the Corporation or a
Subsidiary, including an Employee Director or any person who has been hired to
be an employee of the Corporation.
1.12. "Employee Director" means a Director who is also an Employee.
1.13. "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
1.14. "Fair Market Value" means the amount equal to the closing
sales price for a Share, on the date such fair market value is to be determined
(or if there is no sale of Shares on such date, the closing sales price on the
nearest trading date preceding such date), in the principal trading market for
the Shares as reported by such source as the Committee may select, or, if such
price quotations of the Common Stock are not then reported, then the fair
market value of a Share as determined by the Committee pursuant to a reasonable
method adopted in good faith for such purpose.
1.15. "Grantee" means an Employee to whom Restricted Stock has been
awarded pursuant to Article 10 or Incentive Shares have been awarded pursuant
to Article 11.
1.16. "Incentive Shares" means Shares awarded under the Plan
pursuant to the provisions of Article 11.
1.17. "Incentive Stock Option" means an Option granted under the
Plan that qualifies as an incentive stock option under section 422 of the Code
and that the Corporation designates as such in the Agreement granting the
Option.
1.18. "Independent Director" means a Director who is not (i) an
Employee Director or (ii) an officer of ManTech International Corporation,
National Patent Development Corporation, General Physics Corporation, SGLG,
Inc. or Vattenfall AB.
1.19. "Independent Director Program" means that portion of the Plan
under which grants are made to Independent Directors.
1.20. "Nonstatutory Stock Option" means an Option granted under the
Plan that is not an Incentive Stock Option.
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1.21. "Option" means an option to purchase Shares granted under the
Plan in accordance with the terms of Article 6 or Article 7.
1.22. "Option Period" means the period during which an Option may be
exercised.
1.23. "Option Price" means the price per Share at which an Option
may be exercised. The Option Price shall be determined by the Committee and
shall not be less than the Fair Market Value determined as of the Date of
Grant, except that in the case of Nonstatutory Stock Options granted on or
prior to the thirtieth day after consummation of the Corporation's initial
public offering of Common Stock (the "IPO"), the Option Price shall not be less
than the initial public offering price of a Share in connection with the IPO.
Notwithstanding the foregoing, in the case of an Incentive Stock Option granted
to an Optionee who (applying the rules of Section 424(d) of the Code) owns
stock possessing more than ten percent of the total combined voting power of
all classes of stock of the Corporation or a Subsidiary (a "Ten-Percent
Stockholder"), the Option Price shall not be less than one hundred and ten
percent (110%) of the Fair Market Value on the Date of Grant.
1.24. "Optionee" means an Employee or Director to whom an Option or
Right has been granted.
1.25. "Performance Goals" means performance goals established by the
Committee which may be based on earnings or earnings growth, sales, return on
assets, equity or investment, regulatory compliance, satisfactory internal or
external audits, improvement of financial ratings, achievement of balance sheet
or income statement objectives, or any other objective goals established by the
Committee, and may be absolute in their terms or measured against or in
relationship to other companies comparably, similarly or otherwise situated.
Such performance standards may be particular to an employee or the department,
branch, Subsidiary or other division in which he or she works, or may be based
on the performance of the Corporation generally, and may cover such period as
may be specified by the Committee.
1.26. "Plan" means the GSE Systems, Inc. 1995 Long Term Incentive
Plan.
1.27. "Related Option" means the Option in connection with which, or
by amendment to which, a specified Right is granted.
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1.28. "Related Right" means the Right granted in connection with, or
by amendment to, a specified Option.
1.29. "Restricted Stock" means Shares awarded under the Plan
pursuant to the provisions of Article 10.
1.30. "Right" means a stock appreciation right granted under the
Plan in accordance with the terms of Article 8.
1.31. "Right Period" means the period during which a Right may be
exercised.
1.32. "Rule 16b-3" means Rule 16b-3 under Section 16 of the Exchange
Act (or any successor rule).
1.33. "Share" means a share of Common Stock.
1.34. "Subsidiary" means a corporation at least 50% of the total
combined voting power of all classes of stock of which is owned by the
Corporation, either directly or through one or more other Subsidiaries.
2. PURPOSE
The Plan is intended to assist the Corporation and its Subsidiaries
in attracting and retaining Employees and Independent Directors of outstanding
ability and to promote the identification of their interests with those of the
stockholders of the Corporation.
3. ADMINISTRATION
The Committee shall administer the Plan and shall have plenary
authority, in its discretion, to award Options, Rights, Restricted Stock and
Incentive Shares to Employees and Independent Directors, subject to the
provisions of the Plan. The Committee shall have plenary authority and
discretion, subject to the provisions of the Plan, to determine the terms of
all Awards (which terms need not be identical) to Employees, including, but not
limited to, the exercise price of Options, the time or times at which Awards
are made, the number of Shares covered by Awards, whether an Option shall be an
Incentive Stock Option or a Nonstatutory Stock Option, and the period during
which Options and Rights may be exercised and Restricted Stock shall be subject
to restrictions. In making these determinations, the Committee
<PAGE> 5
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may take into account the nature of the services rendered by the Award
recipients, their present and potential contributions to the success of the
Corporation and its Subsidiaries, and such other factors as the Committee in
its discretion shall deem relevant. Subject to the provisions of the Plan, the
Committee shall have plenary authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it and to make all other
determinations deemed necessary or advisable for the administration of the
Plan. The determinations of the Committee on the matters referred to in this
Article 3 shall be binding and final.
4. ELIGIBILITY
Options, Rights, Restricted Stock and Incentive Shares may be granted
or awarded only to Employees, provided, however, that Independent Directors may
receive Nonstatutory Stock Options in accordance with the provisions of Article
7.
5. STOCK SUBJECT TO THE PLAN
5.1. The maximum number of Shares that may be issued under the Plan
is 625,000 Shares. The maximum number of Shares with respect to which an
Employee may receive Awards under the Plan is 100,000.
5.2. If an Option or Right expires or terminates for any reason
(other than termination by virtue of the exercise of a Related Option or
Related Right, as the case may be) without having been fully exercised, if
Shares of Restricted Stock are forfeited or if Incentive Shares are not issued
or are forfeited, the unissued or forfeited Shares which had been subject to
the Award shall become available for the grant of additional Awards, provided,
that in the case of forfeited Shares, the Grantee has received no dividends
prior to forfeiture with respect to such Shares.
5.3. Upon exercise of a Right (regardless of whether the Right is
settled in cash or Shares), the number of Shares with respect to which the
Right is exercised shall be charged against the number of Shares issuable under
the Plan and shall not become available for the grant of other Awards.
<PAGE> 6
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6. OPTIONS
6.1. Options granted under the Plan to Employees shall be either
Incentive Stock Options or Nonstatutory Stock Options, as designated by the
Committee. Each Option granted under the Plan shall be clearly identified
either as a Nonstatutory Stock Option or an Incentive Stock Option and shall be
evidenced by an Agreement that specifies the terms and conditions of the grant.
Options granted to Employees shall be subject to the terms and conditions set
forth in this Article 6 and such other terms and conditions not inconsistent
with this Plan as the Committee may specify. All Incentive Stock Options
granted under the Plan shall comply with the provisions of the Code governing
incentive stock options and with all other applicable rules and regulations.
6.2. The Option Period for Options granted to Employees shall be
determined by the Committee and specifically set forth in the Agreement,
provided, however, that an Option shall not be exercisable before six months
from its Date of Grant (except that this limitation need not apply in the event
of the death or disability of the Optionee within such six-month period) or
after ten years (five years in the case of an Incentive Stock Option granted to
a Ten-Percent Stockholder) from its Date of Grant.
6.3. The Committee, in its discretion, may provide in an Agreement
for the right of the Optionee to surrender to the Corporation an Option (or a
portion thereof) that has become exercisable and to receive upon such
surrender, without any payment to the Corporation (other than required tax
withholding amounts) that number of Shares (equal to the highest whole number
of Shares) having an aggregate fair market value as of the date of surrender
equal to that number of Shares subject to the Option (or portion thereof) being
surrendered multiplied by an amount equal to the excess of (i) the Fair Market
Value on the date of surrender over (ii) the Option Price, plus an amount of
cash equal to the fair market value of any fractional Share to which the
Optionee would be entitled but for the parenthetical above relating to whole
number of Shares. Any such surrender shall be treated as the exercise of the
Option (or portion thereof).
7. INDEPENDENT DIRECTOR PROGRAM
7.1. The Independent Director Program shall be a formula plan under
which Independent Directors shall be granted Nonstatutory Stock Options, but
only in accordance with the provisions set forth in this Article 7.
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7.2. Nonstatutory Stock Options shall be granted to Independent
Directors as follows:
(i) Each person who becomes an Independent Director
within 30 days after consummation of the IPO shall be granted on the date such
person first becomes a Director, which shall be the Date of Grant, a
Nonstatutory Stock Option to purchase 1,500 Shares at an Option Price equal to
the initial public offering price of a Share in connection with the IPO;
(ii) Each person who becomes an Independent Director after
the 30th day following consummation of the IPO shall be granted on the date
such person first becomes a Director, which shall be the Date of Grant, a
Nonstatutory Stock Option to purchase 1,500 Shares at an Option Price equal to
the Fair Market Value on the Date of Grant; and
(iii) Commencing on December 31, 1995, and on the annual
anniversary thereof, each Independent Director shall be granted a Nonstatutory
Stock Option to purchase 1,500 Shares at an Option Price equal to the Fair
Market Value on such date, which date shall be the Date of Grant; provided that
if any Independent Director has served as a Director for less than a full year
as of such Date of Grant, the Nonstatutory Stock Option granted to such
Director on such Date of Grant shall be for the number of Shares (rounded to
the nearest whole Share) equal to 1,500 multiplied by a fraction, the numerator
of which shall be the number of days such person has served as a Director and
the denominator of which shall be 365.
7.3. Nonstatutory Stock Options granted under this Article 7 shall
vest in three installments on the first, second and third annual anniversaries
of the Date of Grant with 40% thereof vesting on the first such anniversary and
30% thereof vesting on each of the second and third such anniversaries, and may
be exercised by the Optionee at any time after vesting and prior to the
termination of the Nonstatutory Stock Option. Nonstatutory Stock Options
granted pursuant to this Article 7 shall terminate upon the earlier to occur of
(i) 10 years from the Date of Grant or (ii) one year from the date on which
such Optionee ceases to be a member of the Board or, if such Optionee ceases to
be a member of the Board by reason of retirement, disability, death or removal
from such position without cause, five years from the date on which such
Optionee ceases to be a member of the Board. Nonstatutory Stock Options
granted under this Article 7 are not transferable except to the extent provided
in Article 12. Exercise of Nonstatutory Stock Options granted under this
Article 7 may be made only in writing delivered to the Corporation accompanied
by payment of the Option Price in cash or Shares in accordance with Section
9.1.
<PAGE> 8
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7.4. If on any Date of Grant of Nonstatutory Stock Options to
Independent Directors there is an insufficient number of Shares available for
such grants to Independent Directors, the number of Shares subject to each
grant shall be reduced to the greatest whole number of Shares arrived at by
dividing the remaining Shares available for such grants by the number of
Independent Directors eligible for such grants.
7.5. Notwithstanding the provisions of Section 7.3, an Option
granted pursuant to this Article 7 may be exercised in full upon a Change of
Control. For purposes of this Section 7.5, a "Change of Control" shall be
deemed to have occurred if after the Date of Grant for such Option (i) any
person or group of persons (as defined in Section 13(d) and 14(d) of the
Exchange Act) together with its affiliates, excluding employee benefit plans of
the Corporation, becomes, directly or indirectly, the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) of securities of the Corporation
representing 20% or more of the combined voting power of the Corporation's then
outstanding securities; or (ii) as a result of a tender offer or exchange offer
for the purchase of securities of the Corporation (other than such an offer by
the Corporation for its own securities), or as a result of a proxy contest,
merger, consolidation or sale of assets, or as a result of any combination of
the foregoing, individuals who at the beginning of any two-year period
constitute the Board, plus new directors of the Corporation whose election or
nomination for election by the Corporation's stockholders is approved by a vote
of at least two-thirds of the Directors still in office who were Directors at
the beginning of such two-year period, cease for any reason during such
two-year period to constitute at least two-thirds of the members of the Board;
or (iii) the stockholders of the Corporation approve a merger or consolidation
of the Corporation with any other corporation or entity regardless of which
entity is the survivor, other than a merger or consolidation which would result
in the voting securities of the Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or being
converted into voting securities of the surviving entity) at least 66 2/3% of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or consolidation; or
(iv) the stockholders of the Corporation approve a plan of complete liquidation
or winding-up of the Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets.
<PAGE> 9
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8. RIGHTS
8.1. Rights granted under the Plan shall be evidenced by an
Agreement specifying the terms and conditions of the grant. A Right may be
granted under the Plan:
(i) in connection with, and at the same time as, the
grant of an Option under the Plan;
(ii) by amendment of an outstanding Option granted under
the Plan; or
(iii) independently of any Option granted under the Plan.
A Right granted under clause (i) or (ii) of the preceding sentence is
a Related Right. A Related Right may, in the Committee's discretion, apply to
all or a portion of the Shares subject to the Related Option.
8.2. A Right may be exercised in whole or in part as provided in the
applicable Agreement, and, subject to the terms of the Agreement, entitles its
Optionee to receive, without payment to the Corporation (but subject to
required tax withholding), either cash or that number of Shares (equal to the
highest whole number of Shares), or a combination thereof, in an amount or
having a fair market value determined as of the Date of Exercise not to exceed
the number of Shares subject to the portion of the Right exercised multiplied
by an amount equal to the excess of (i) the Fair Market Value on the Date of
Exercise of the Right over (ii) either (A) the Fair Market Value on the Date of
Grant of the Right if it is not a Related Right, or (B) the Option Price as
provided in the Related Option if the Right is a Related Right.
8.3. The Right Period shall be determined by the Committee and
specifically set forth in the Agreement, subject to the following conditions:
(i) a Right may not be exercised until the expiration of
six months from the Date of Grant (except that this limitation need not apply
in the event of the death or disability of the Optionee within the six-month
period);
(ii) a Right will expire no later than the earlier of (A)
ten years from the Date of Grant, or (B) in the case of a Related Right, the
expiration of the Related Option;
<PAGE> 10
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(iii) a Right may be exercised only when the Fair Market
Value on the Date of Exercise exceeds either (A) the Fair Market Value on the
Date of Grant of the Right if it is not a Related Right or (B) the Option Price
of the Related Option if the Right is a Related Right; and
(iv) a Right that is a Related Right to an Incentive Stock
Option may be exercised only when and to the extent the Related Option is
exercisable.
8.4. The exercise, in whole or in part, of a Related Right shall
cause a reduction in the number of Shares subject to the Related Option equal
to the number of Shares with respect to which the Related Right is exercised.
Similarly, the exercise, in whole or in part, of a Related Option shall cause a
reduction in the number of Shares subject to the Related Right equal to the
number of Shares with respect to which the Related Option is exercised.
8.5. Rights granted under the Plan shall comply with all applicable
requirements of Rule 16b-3(e) with respect to an Optionee. Should any
provision of this Article 8 necessary for that purpose no longer be necessary
to comply with the applicable requirements of Rule 16b-3(e) or should any
additional provisions be necessary for this Article 8 to comply with the
applicable requirements of Rule 16b-3(e), the Board or the Committee may amend
this Plan to delete, add to or modify the provisions of the Plan accordingly.
The Corporation intends to comply, if and to the extent applicable, with the
public information and reporting requirements of Rule 16b-3(e)(1); however, the
Corporation's failure for any reason whatsoever to comply with such
requirements or with any other requirements of Rule 16b-3, and any resultant
unavailability of Rule 16b-3(e) to Optionees shall not result in any liability
on the Corporation to any Optionee or any other party.
8.6. To the extent required by Rule 16b-3(e) or otherwise provided
in the Agreement, the Committee shall have sole discretion to consent to or
disapprove the election of any Optionee to receive cash in full or partial
settlement of a Right. In cases where an election of settlement in cash must
be consented to by the Committee, the Committee may consent to, or disapprove,
such election at any time after such election, or within such period for taking
action as is specified in the election, and failure to give consent shall be
disapproval. Consent may be given in whole or as to a portion of the Right
surrendered by the Optionee. If the election to receive cash is disapproved in
whole or in part, the Right shall be deemed to have been exercised for Shares,
or, if so specified in the notice of exercise and
<PAGE> 11
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election, not to have been exercised to the extent the election to receive cash
is disapproved.
9. EXERCISE OF OPTIONS AND RIGHTS
9.1. An Option or Right may, subject to the terms of the applicable
Agreement under which it was granted, be exercised in whole or in part by the
delivery to the Corporation of written notice of the exercise, in such form as
the Committee may prescribe, accompanied, in the case of an Option, by full
payment for the Shares with respect to which the Option is exercised. To the
extent provided in the applicable Option Agreement, payment may be made, in
whole or in part, in Shares (other than Restricted Stock) valued at Fair Market
Value on the Date of Exercise or by delivery of a promissory note as provided
in Section 9.2 hereof.
9.2. To the extent provided in an Option Agreement and permitted by
applicable law, the Committee may accept as partial payment of the Option Price
a promissory note executed by the Optionee evidencing his or her obligation to
make future cash payment thereof; provided, however, that in no event may the
Committee accept a promissory note for an amount in excess of the difference
between the aggregate Option Price and the par value of the Shares. Promissory
notes made pursuant to this Section 9.2 shall be payable upon such terms as may
be determined by the Committee, shall be secured by a pledge of the Shares
received upon exercise of the Option and shall bear interest at a rate fixed by
the Committee.
10. RESTRICTED STOCK AWARDS
10.1. Restricted Stock awards under the Plan shall consist of Shares
that are restricted against transfer, subject to forfeiture, and subject to
such other terms and conditions intended to further the purposes of the Plan as
may be determined by the Committee. Such terms and conditions may provide, in
the discretion of the Committee, for the vesting of such awards to be
contingent upon the achievement of one or more specified Performance Goals.
10.2. Restricted Stock awards under the Plan shall be evidenced by
Agreements specifying the terms and conditions of the Award. Each Agreement
evidencing an award of Restricted Stock shall contain the following:
<PAGE> 12
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(i) prohibitions against the sale, assignment, transfer,
exchange, pledge, hypothecation, or other encumbrance of (A) the Shares awarded
as Restricted Stock under the Plan, (B) the right to vote the Shares, and (C)
the right to receive dividends thereon, in each case during the restriction
period applicable to the Shares; provided, however, that the Grantee shall have
all the other rights of a stockholder including, but not limited to, the right
to receive dividends and the right to vote the Shares;
(ii) a requirement that each certificate representing
Shares of Restricted Stock shall be deposited with the Corporation, or its
designee, and shall bear the following legend:
"This certificate and the shares of stock represented hereby are
subject to the terms and conditions (including the risks of
forfeiture and restrictions against transfer) contained in the
GSE Systems, Inc. 1995 Long-Term Incentive Plan, and an
Agreement entered into between the registered owner and GSE
Systems, Inc. Release from such terms and conditions shall be
made only in accordance with the provisions of the Plan and the
Agreement, a copy of each of which is on file in the office of
the Secretary of GSE Systems, Inc."
(iii) the terms and conditions upon which any
restrictions applicable to Shares of Restricted Stock shall lapse and new
certificates free of the foregoing legend shall be issued to the Grantee or his
or her legal representative; and
(iv) such other terms, conditions and restrictions as the
Committee in its discretion may specify including, without limitation, terms
that condition the lapse of forfeiture and transfer restrictions upon the
achievement of Performance Goals.
10.3. The Committee may include in a Restricted Stock Agreement a
requirement that in the event of a Grantee's termination of employment for any
reason prior to the lapse of restrictions, all Shares of Restricted Stock shall
be forfeited by the Grantee to the Corporation without payment of any
consideration by the Corporation, and neither the Grantee nor any successors,
heirs, assigns or personal representatives of the Grantee shall thereafter have
any further rights or interest in the Shares or certificates.
<PAGE> 13
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11. INCENTIVE SHARE AWARDS
11.1. Incentive Shares awarded under the Plan shall be evidenced by
an Agreement specifying the terms and conditions of such Award. Incentive
Share awards shall provide for the issuance of Shares to a Grantee at such
times and subject to such terms and conditions as the Committee shall deem
appropriate including, but not limited to, terms that condition the issuance of
Shares upon the achievement of Performance Goals.
12. NONTRANSFERABILITY
Awards made under this Plan shall not be transferable other than (i)
by will or the laws of descent and distribution, or (ii) pursuant to a
qualified domestic relations order as defined in section 414(p) of the Code.
An Option or Right may be exercised during the Optionee's lifetime only by the
Optionee or, in the event of his or her legal disability, by his or her legal
representative. A Related Right is transferable only when the Related Option
is transferable and only with the Related Option and under the same conditions
that apply to the Related Option.
13. CAPITAL ADJUSTMENTS
In the event of any change in the outstanding Common Stock by reason
of any stock dividend, split-up, recapitalization, reclassification,
combination or exchange of shares, merger, consolidation or liquidation and the
like, the Committee may, in its discretion, provide for a substitution for or
adjustment in (i) the number and class of Shares subject to outstanding
Options, Rights, Restricted Stock and Incentive Share awards, (ii) the Option
Price of Options and the base price upon which payments under Rights that are
not Related Rights are determined, and (iii) the aggregate number and class of
Shares for which Awards thereafter may be made under the Plan and to individual
Award recipients. The adjustments made with respect to Nonstatutory Stock
Options granted pursuant to Article 7 shall be equivalent to the treatment
accorded to holders of Common Stock.
14. TERMINATION OR AMENDMENT
The Board may amend, alter or terminate the Plan in any respect at
any time; provided, however, that, after the Plan has been approved by the
stockholders of the Corporation, no amendment, alteration or termination of
<PAGE> 14
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the Plan shall be made by the Board without approval of (i) the Corporation's
stockholders to the extent stockholder approval of the amendment is required by
applicable law or to comply with the requirements of Rule 16b-3, and (ii) each
affected Optionee or Grantee if such amendment, alteration or termination would
adversely affect his or her rights or obligations under any Award made prior to
the date of such amendment, alteration or termination. No amendment to the
Independent Director Program shall be made more frequently than once every six
months, other than to comport with changes in the Code or the rules thereunder.
15. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS, RIGHTS, RESTRICTED
STOCK AND INCENTIVE SHARES; SUBSTITUTED OPTIONS AND RIGHTS
15.1. Subject to the terms and conditions of the Plan, the Committee
may modify, extend or renew outstanding Options and Rights, or accept the
surrender of outstanding options and stock appreciation rights (to the extent
not theretofore exercised) granted under the Plan or under any other plan of
the Corporation or a Subsidiary, and authorize the granting of new Options and
Rights pursuant to the Plan in substitution therefor (to the extent not
theretofore exercised), and the substituted Options or Rights may specify a
lower exercise price than the surrendered options and stock appreciation
rights, a longer term than the surrendered options and stock appreciation
rights, or have any other provisions that are authorized by the Plan. Subject
to the terms and conditions of the Plan, the Committee may modify the terms of
any outstanding awards of Restricted Stock or Incentive Shares.
Notwithstanding the foregoing, however, no modification of an Award shall,
without the consent of the Optionee or Grantee, alter or impair any of the
Optionee's or Grantee's rights or obligations under such Award.
15.2. Anything contained herein to the contrary notwithstanding,
Options and Rights may, at the discretion of the Committee, be granted under
the Plan in substitution for stock appreciation rights and options to purchase
shares of capital stock of another corporation which is merged into,
consolidated with, or all or a substantial portion of the property or stock of
which is acquired by, the Corporation or one of its Subsidiaries. The terms
and conditions of the substitute Options and Rights so granted may vary from
the terms and conditions set forth in this Plan to such extent as the Committee
may deem appropriate (but only to the extent consistent with the requirements
of Rule 16b-3) in order to conform, in whole or part, to the provisions of the
options and stock appreciation rights in substitution for which they are
granted. Such Options and Rights shall not be counted toward the 100,000 Share
limit imposed by the second sentence of
<PAGE> 15
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Section 5.1, except to the extent it is determined by the Committee that the
applicability of such sentence is required in order for grants of Options and
Rights hereunder to be eligible to qualify as "performance-based compensation"
within the meaning of Section 162(m) of the Code.
16. EFFECTIVENESS OF THE PLAN
The Plan and any amendments requiring stockholder approval pursuant
to Article 14 are subject to approval by vote of the stockholders of the
Corporation within 12 months after their adoption by the Board. Subject to
that approval, the Plan and any amendments are effective on the date on which
they are adopted by the Board. Options, Rights, Restricted Stock and Incentive
Shares may be granted or awarded prior to stockholder approval of the Plan or
amendments, but each such Award shall be subject to the approval of the Plan or
amendments by the stockholders. Except to the extent required to satisfy the
requirements of Rule 16b-3, the date on which any Option, Right, Restricted
Stock or Incentive Shares granted or awarded prior to stockholder approval of
the Plan or amendment is granted or awarded shall be the Date of Grant for all
purposes as if the Option, Right, Restricted Stock or Incentive Shares had not
been subject to approval. No Option or Right may be exercised prior to such
stockholder approval, and any Restricted Stock or Incentive Shares awarded
shall be forfeited if such stockholder approval is not obtained.
17. WITHHOLDING
The Corporation's obligation to deliver Shares or pay any amount
pursuant to the terms of any Award hereunder shall be subject to the
satisfaction of applicable federal, state and local tax withholding
requirements. To the extent provided in the applicable Agreement and in
accordance with rules prescribed by the Committee, an Optionee or Grantee may
satisfy any such withholding tax obligation by any of the following means or by
a combination of such means: (i) tendering a cash payment, (ii) authorizing
the Corporation to withhold Shares otherwise issuable to the Optionee or
Grantee, or (iii) delivering to the Corporation already owned and unencumbered
Shares.
<PAGE> 16
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18. TERM OF THE PLAN
Unless sooner terminated by the Board pursuant to Article 14, the
Plan shall terminate on June 30, 2005, and no Options, Rights, Restricted Stock
or Incentive Shares may be granted or awarded after such date. The termination
of the Plan shall not affect the validity of any Award outstanding on the date
of termination.
19. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have
as Directors or as members of the Committee, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option,
Right, Restricted Stock or Incentive Shares granted or awarded hereunder, and
against all amounts reasonably paid by them in settlement thereof or paid by
them in satisfaction of a judgment in any such action, suit or proceeding, if
such members acted in good faith and in a manner which they believed to be in,
and not opposed to, the best interests of the Corporation.
20. GENERAL PROVISIONS
20.1. The establishment of the Plan shall not confer upon any
Employee or Independent Director any legal or equitable right against the
Corporation, any Subsidiary or the Committee, except as expressly provided in
the Plan.
20.2. The Plan does not constitute inducement or consideration for
the employment of any Employee or the service of any Independent Director, nor
is it a contract between the Corporation or any Subsidiary and any Employee or
Independent Director. Participation in the Plan shall not give an Employee or
Independent Director any right to be retained in the service of the Corporation
or any Subsidiary.
20.3. Neither the adoption of this Plan nor its submission to the
stockholders, shall be taken to impose any limitations on the powers of the
Corporation or its Subsidiaries to issue, grant, or assume options, warrants,
<PAGE> 17
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rights, or restricted stock, otherwise than under this Plan, or to adopt other
stock option or restricted stock plans or to impose any requirement of
stockholder approval upon the same.
20.4. The interests of any Employee or Independent Director under
the Plan are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered except as provided in Article 12.
20.5. The Plan shall be governed, construed and administered in
accordance with the laws of the State of Delaware and the intention of the
Corporation that Incentive Stock Options granted under the Plan qualify as such
under section 422 of the Code.
20.6. The Committee may require each person acquiring Shares
pursuant to Awards hereunder to represent to and agree with the Corporation in
writing that such person is acquiring the Shares without a view to distribution
thereof. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates for Shares issued pursuant to the Plan shall be subject to such
stock transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Common Stock is then
listed, and any applicable federal or state securities laws. The Committee may
place a legend or legends on any such certificates to make appropriate
reference to such restrictions.
20.7. The Corporation shall not be required to issue any certificate
or certificates for Shares with respect to Awards under this Plan, or record
any person as a holder of record of such Shares, without obtaining, to the
complete satisfaction of the Committee, the approval of all regulatory bodies
deemed necessary by the Committee, and without complying to the Committee's
complete satisfaction, with all rules and regulations, under federal, state or
local law deemed applicable by the Committee.
<PAGE> 1
EXHIBIT 4.4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of June 28,
1996 by and between GSE Systems, Inc., a Delaware corporation ("GSE"), and Dr.
Peter Koestenbaum of Reseda, California (the "Consultant").
W I T N E S S E T H:
WHEREAS, GSE has agreed to engage the Consultant to provide certain
consulting services pursuant to a Services Agreement of even date herewith (the
"Services Agreement");
WHEREAS, pursuant to Work Authorization No. 1 under the Services
Agreement, GSE has agreed to grant to the Consultant the stock option granted
hereunder.
NOW, THEREFORE, in consideration of the foregoing and the covenants
contained herein, GSE and the Consultant agree as follows:
1. Grant of Option.
(a) Subject to the terms and conditions set forth herein, GSE
hereby grants to the Consultant the right to purchase up to the Applicable
Number of Shares (as defined in Subsection (b) below) of GSE's common stock,
par value $.01 per share ("Stock"), at an exercise price equal to the Exercise
Price (as defined in Subsection (c) below), subject to adjustment as provided
in Section 4 hereof ("Option").
(b) "Applicable Number of Shares" shall mean an amount initially
equivalent to 2,000 shares and which shall be increased in increments of 2,000
shares with the passage of specified dates, so long as the Consultant has
continued to perform services for GSE in accordance with the Services Agreement
through the dates so specified, to a total amount not to exceed 8,000 shares in
the following manner: (i) an additional 2,000 shares as of June 30, 1996; (ii)
an additional 2,000 shares as of December 31, 1996; and (iii) an additional
2,000 shares as of June 30, 1997.
(c) "Exercise Price" shall mean $14.00 per share.
<PAGE> 2
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2. Exercise of Option.
(a) Exercise of Option. The Consultant may exercise the Option
to a maximum of 4,000 shares after January 1, 1997 and the Consultant may
exercise the Option in full after January 1, 1998. The Option may be
exercised, in whole or in part, by the delivery to GSE of a written notice of
such exercise, accompanied by (i) full payment of the exercise price with
respect to that portion of the Option being exercised and (ii) any amounts
required to be withheld pursuant to applicable income tax or other laws in
connection with such exercise. Until GSE notifies the Consultant to the
contrary, the form attached to this Agreement as Attachment A shall be used to
exercise the Option. Upon the exercise of the Option, GSE shall deliver to the
Consultant a certificate or certificates representing the number of shares of
Stock being issued to and purchased by the Consultant. The aggregate exercise
price for the shares of Stock to be purchased shall be paid by certified check.
(b) Expiration of Option. To the extent that the Option has not
been exercised, this Agreement shall terminate and be of no further force and
effect, and the Option shall expire, on December 31, 2000.
3. Representations, Warranties and Covenants of the Consultant. The
Consultant hereby represents and warrants to and covenants with GSE as follows:
(a) The Consultant is an "accredited investor" as that term is
defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended, and was not formed for the specific purpose of acquiring the
Option or the shares of Stock issuable upon exercise of the Option. The
Consultant has received and carefully read GSE's Prospectus dated July 27, 1995
and Form 10-Q report for the three months ended September 30, 1995 and all
other periodic reports filed by GSE with the Securities and Exchange Commission
after December 1, 1995.
(b) The Consultant acknowledges that all documents, books and
records requested by it and pertaining to GSE have been made available to it
for inspection by it and its agents and representatives; that it and its agents
and representatives have had a reasonable opportunity to ask questions of and
receive answers from GSE or persons acting on behalf of GSE concerning the
terms and conditions of the Option and the business and prospects of GSE. The
Consultant and its agents and representatives have such knowledge and
experience in financial and business matters as to enable them to utilize the
information made available to them in connection with the execution of this
<PAGE> 3
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Agreement and the acquisition of shares of Stock upon exercise of the Option,
to evaluate the merits and risks of an investment in GSE and to make an
informed decision with respect thereto and such an evaluation and informed
decision has been made.
(c) To the extent the Consultant exercises the Option, the
Consultant will acquire the shares of Stock upon exercise of the Option for
investment only and not with a view to resale, and will not sell, pledge or
otherwise dispose of such shares so issued unless and until (i) GSE is
furnished with an opinion of counsel to the effect that registration of such
shares pursuant to the Securities Act of 1933, as amended, or any other
applicable law is not required by such Act or law and the rules and regulations
thereunder; or (ii) such registration or notification as is, in the opinion of
counsel for GSE, required for the lawful disposition of such shares has been
filed by GSE and has become effective; provided, however, that GSE is not
obligated hereby to file any such registration or notification or take any
other action to facilitate the sale of such shares. The Consultant further
agrees that GSE may place a legend embodying such restrictions on the
certificates evidencing such shares.
4. Adjustment Upon Changes in Capitalization.
The type and number of shares of Stock or other consideration
subject to the Option and the purchase price per share shall be appropriately
adjusted to preserve the value of the Option in the event of a stock dividend,
stock split or reverse stock split, recapitalization, merger, consolidation,
reorganization, cash or property dividend (including without limitation a
dividend payable in shares of stock of a subsidiary of GSE), exchange of
shares, repurchase of shares or any other change in corporate structure of or
by GSE that in any such event materially affects the outstanding shares of
Stock.
5. Rights as Stockholder.
The Consultant shall have no rights as a stockholder with respect
to any shares of Stock subject to the Option until and unless a certificate or
certificates representing such shares are issued to the Consultant pursuant to
Section 2(a) of this Agreement. Except as provided in Section 4, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the issuance of such certificate or certificates.
<PAGE> 4
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6. Nontransferability.
The Consultant's rights under this Agreement are not transferable
by the Consultant other than by will or in accordance with the laws of descent
and distribution, and are exercisable, during the Consultant's lifetime, only
by the Consultant or, during his disability, by his legal representative, and,
after the Consultant's death, by his estate, heirs or devisees and their
successors and assigns.
7. Miscellaneous.
(a) Headings. The headings in this Agreement are inserted for
convenience only and shall have no significance in the interpretation of this
Agreement.
(b) Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the transactions contemplated
hereunder other than the Services Agreement and documents referred to therein
and supersedes all prior arrangements or understandings with respect thereto,
written or oral. No agreements or representations, oral or otherwise,
expressed or implied, with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this Agreement.
(c) Successors. The terms and conditions of this Agreement
shall be binding upon and inure to the benefits of the parties hereto and their
respective heirs, personal representatives and successors.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland applicable to
agreements made and entirely to be performed within such jurisdiction except to
the extent federal law may be applicable.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
<PAGE> 5
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first written above.
GSE SYSTEMS, INC.
By: /s/ ROLF M.G. FALKENBERG
--------------------------
Name: Rolf M.G. Falkenberg
--------------------------
Title: President & COO
--------------------------
DR. PETER KOESTENBAUM
By: /s/ PETER KOESTENBAUM
--------------------------
<PAGE> 6
Attachment A
EXERCISE OF OPTION
Board of Directors
GSE Systems, Inc.
8930 Stanford Boulevard
Columbia, MD 21045
Ladies and Gentlemen:
The undersigned, the optionee under the Stock Option Agreement dated
as of June 28, 1996 (the "Agreement"), hereby irrevocably elects to exercise
the Option granted in the Agreement to purchase _________ shares of Common
Stock of GSE Systems, Inc., par value $.01 per share, and herewith makes
payment of $______________ in the form of a certified check. The undersigned
hereby confirms that the representations, warranties and covenants set forth in
Section 3 of the Agreement are accurate and in effect as of the date hereof.
Dated: Dr. Peter Koestenbaum
-----------------------
By:
----------------------------
Date Received by GSE Systems, Inc.:
----------------------------
Received by:
---------------------------------------------------
<PAGE> 1
EXHIBIT 4.5
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made as of June 11,
1996 by and between GSE Systems, Inc., a Delaware corporation ("GSE"), and Mr.
Ulf Meuller of Halmstad, Sweden (the "Consultant").
W I T N E S S E T H:
WHEREAS, GSE has agreed to engage the Consultant to provide certain
consulting services pursuant to a Services Agreement of even date herewith (the
"Services Agreement");
WHEREAS, pursuant to Work Authorization No. 1 under the Services
Agreement, GSE has agreed to grant to the Consultant the stock option granted
hereunder.
NOW, THEREFORE, in consideration of the foregoing and the covenants
contained herein, GSE and the Consultant agree as follows:
1. Grant of Option.
(a) Subject to the terms and conditions set forth herein, GSE
hereby grants to the Consultant the right to purchase up to the Applicable
Number of Shares (as defined in Subsection (b) below) of GSE's common stock,
par value $.01 per share ("Stock"), at an exercise price equal to the Exercise
Price (as defined in Subsection (c) below), subject to adjustment as provided
in Section 4 hereof ("Option").
(b) "Applicable Number of Shares" shall mean an amount not to
exceed 2,000 shares equal to the product of (i) 125 shares multiplied by (ii)
the number of authorized days of service actually provided by the Consultant to
GSE pursuant to Work Authorization No. 1 under the Services Agreement in excess
of 18 service days.
(c) "Exercise Price" shall mean $14.00 per share.
<PAGE> 2
- 2 -
2. Exercise of Option.
(a) Exercise of Option. Subject to the Consultant's compliance
with the terms of the Services Agreement and Work Authorization No. 1 which
forms an exhibit thereto, the Consultant may exercise the Option to a maximum
of 1,000 shares after January 1, 1997 and the Consultant may exercise the
Option in full after January 1, 1998. The Option may be exercised, in whole or
in part, by the delivery to GSE of a written notice of such exercise,
accompanied by (i) full payment of the exercise price with respect to that
portion of the Option being exercised and (ii) any amounts required to be
withheld pursuant to applicable income tax or other laws in connection with
such exercise. Until GSE notifies the Consultant to the contrary, the form
attached to this Agreement as Attachment A shall be used to exercise the
Option. Upon the exercise of the Option, GSE shall deliver to the Consultant a
certificate or certificates representing the number of shares of Stock being
issued to and purchased by the Consultant. The aggregate exercise price for
the shares of Stock to be purchased shall be paid by certified check.
(b) Expiration of Option. To the extent that the Option has not
been exercised, this Agreement shall terminate and be of no further force and
effect, and the Option shall expire, on December 31, 2000.
3. Representations, Warranties and Covenants of the Consultant. The
Consultant hereby represents and warrants to and covenants with GSE as follows:
(a) The Consultant is an "accredited investor" as that term is
defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended, and was not formed for the specific purpose of acquiring the
Option or the shares of Stock issuable upon exercise of the Option. The
Consultant has received and carefully read GSE's Prospectus dated July 27, 1995
and Form 10-Q report for the three months ended September 30, 1995 and all
other periodic reports filed by GSE with the Securities and Exchange Commission
after December 1, 1995.
(b) The Consultant acknowledges that all documents, books and
records requested by it and pertaining to GSE have been made available to it
for inspection by it and its agents and representatives; that it and its agents
and representatives have had a reasonable opportunity to ask questions of and
receive answers from GSE or persons acting on behalf of GSE concerning the
terms and conditions of the Option and the business and prospects of GSE. The
Consultant and its agents and representatives have such knowledge and
<PAGE> 3
- 3 -
experience in financial and business matters as to enable them to utilize the
information made available to them in connection with the execution of this
Agreement and the acquisition of shares of Stock upon exercise of the Option,
to evaluate the merits and risks of an investment in GSE and to make an
informed decision with respect thereto and such an evaluation and informed
decision has been made.
(c) To the extent the Consultant exercises the Option, the
Consultant will acquire the shares of Stock upon exercise of the Option for
investment only and not with a view to resale, and will not sell, pledge or
otherwise dispose of such shares so issued unless and until (i) GSE is
furnished with an opinion of counsel to the effect that registration of such
shares pursuant to the Securities Act of 1933, as amended, or any other
applicable law is not required by such Act or law and the rules and regulations
thereunder; or (ii) such registration or notification as is, in the opinion of
counsel for GSE, required for the lawful disposition of such shares has been
filed by GSE and has become effective; provided, however, that GSE is not
obligated hereby to file any such registration or notification or take any
other action to facilitate the sale of such shares. The Consultant further
agrees that GSE may place a legend embodying such restrictions on the
certificates evidencing such shares.
4. Adjustment Upon Changes in Capitalization.
The type and number of shares of Stock or other consideration
subject to the Option and the purchase price per share shall be appropriately
adjusted to preserve the value of the Option in the event of a stock dividend,
stock split or reverse stock split, recapitalization, merger, consolidation,
reorganization, cash or property dividend (including without limitation a
dividend payable in shares of stock of a subsidiary of GSE), exchange of
shares, repurchase of shares or any other change in corporate structure of or
by GSE that in any such event materially affects the outstanding shares of
Stock.
<PAGE> 4
- 4 -
5. Rights as Stockholder.
The Consultant shall have no rights as a stockholder with respect
to any shares of Stock subject to the Option until and unless a certificate or
certificates representing such shares are issued to the Consultant pursuant to
Section 2(a) of this Agreement. Except as provided in Section 4, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the issuance of such certificate or certificates.
6. Nontransferability.
The Consultant's rights under this Agreement are not transferable
by the Consultant other than by will or in accordance with the laws of descent
and distribution, and are exercisable, during the Consultant's lifetime, only
by the Consultant or, during his disability, by his legal representative, and,
after the Consultant's death, by his estate, heirs or devisees and their
successors and assigns.
7. Miscellaneous.
(a) Headings. The headings in this Agreement are inserted for
convenience only and shall have no significance in the interpretation of this
Agreement.
(b) Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the transactions contemplated
hereunder other than the Services Agreement and documents referred to therein
and supersedes all prior arrangements or understandings with respect thereto,
written or oral. No agreements or representations, oral or otherwise,
expressed or implied, with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this Agreement.
(c) Successors. The terms and conditions of this Agreement
shall be binding upon and inure to the benefits of the parties hereto and their
respective heirs, personal representatives and successors.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland applicable to
agreements made and entirely to be performed within such jurisdiction except to
the extent federal law may be applicable.
<PAGE> 5
- 5 -
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first written above.
GSE SYSTEMS, INC.
By: /s/ ROLF M.G. FALKENBERG
--------------------------
Name: Rolf M.G. Falkenberg
--------------------------
Title: President & COO
--------------------------
MR. ULF MEULLER
By: /s/ ULF MEULLER
--------------------------
<PAGE> 6
Attachment A
EXERCISE OF OPTION
Board of Directors
GSE Systems, Inc.
8930 Stanford Boulevard
Columbia, MD 21045
Ladies and Gentlemen:
The undersigned, the optionee under the Stock Option Agreement dated
as of June 11, 1996 (the "Agreement"), hereby irrevocably elects to exercise
the Option granted in the Agreement to purchase _________ shares of Common
Stock of GSE Systems, Inc., par value $.01 per share, and herewith makes
payment of $______________ in the form of a certified check. The undersigned
hereby confirms that the representations, warranties and covenants set forth in
Section 3 of the Agreement are accurate and in effect as of the date hereof.
Dated: Mr. Ulf Meuller
------------------------
By:
---------------------------
Date Received by GSE Systems, Inc.:
-------------------------------
Received by:
------------------------------------------------------
<PAGE> 1
EXHIBIT 5
July 25, 1996
GSE Systems, Inc.
8930 Stanford Boulevard
Columbia, MD 21045
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") of GSE Systems, Inc. (the "Corporation") related to
the registration of 635,000 shares of the Corporation's common stock, par value
$.01 per share ("Common Stock"), which are to be offered pursuant to awards
granted or to be granted under the GSE Systems, Inc. 1995 Long-Term Incentive
Plan (the "Plan") or pursuant to the Koestenbaum Option Agreement or the
Meuller Option Agreement (the "Option Agreements").
I have been requested to furnish an opinion to be included as Exhibit
5 to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined such corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.
Based upon such examination and investigation, and upon the
assumption that there will be no material changes in the documents examined and
matters investigated, I am of the opinion that the 635,000 shares of Common
Stock referred to above have been duly authorized by the Corporation and that,
when issued in accordance with the terms of the Plan and the Option Agreements,
as the case may be, and for legal consideration of not less than $.01 per
share, such shares will be legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ THOMAS K. MILHOLLAN
------------------------
Thomas K. Milhollan
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 333-_________) of (1) our report dated March 1,
1996, on our audits of the consolidated financial statements of GSE Systems,
Inc. and Subsidiaries as of December 31, 1994 and 1995 and for the period April
14, 1994 (date of inception) to December 31, 1994 and for the year ended
December 31, 1995, (2) our report dated March 31, 1995 on our audits of the
consolidated financial statements of Simulation, Systems and Services
Technologies Company and its immediate parent company, MSHI, Inc. (formerly a
wholly-owned subsidiary of ManTech International Corporation) for the four
month period ended December 31, 1993, and for the period January 1, 1994
through April 13, 1994, and on our audit of the financial statements of
Simulation, Systems & Services Technologies Company (formerly a wholly-owned
subsidiary of Bicoastal Corporation) for the eight month period ended August
31, 1993, (3) our report dated March 31, 1995 on our audits of the financial
statements of GP International Engineering & Simulation, Inc., formerly a
wholly-owned subsidiary of GPS Technologies, Inc. (now known as SGLG, Inc.),
for the year ended December 31, 1993 and for the period January 1, 1994 through
April 13, 1994, and (4) our report dated April 21, 1995 on our audits of the
financial statements of EuroSim AB (formerly a wholly-owned subsidiary of
Vattenfall Engineering AB) for the year ended December 31, 1993 and for the
period January 1, 1994 through April 13, 1994. We also consent to the
reference to our firm under the caption "Interests of Named Experts and
Counsel."
Coopers & Lybrand L.L.P.
Washington, D.C.
July 25, 1996
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ WILLIAM E. KUHLMANN
------------------------------
William E. Kuhlmann
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ ROLF M.G. FALKENBERG
-------------------------------
Rolf M.G. Falkenberg
<PAGE> 3
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ DEV GANESAN
---------------------------
Dev Ganesan
<PAGE> 4
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ MICHAEL J. CROMWELL, III
----------------------------------
Michael J. Cromwell, III
<PAGE> 5
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ JEROME I. FELDMAN
-----------------------------------
Jerome I. Feldman
<PAGE> 6
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ LARS-GORAN MEJVIK
---------------------------------
Lars-Goran Mejvik
<PAGE> 7
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ GEORGE J. PEDERSEN
---------------------------------
George J. Pedersen
<PAGE> 8
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ MARTIN M. POLLAK
-----------------------------------
Martin M. Pollak
<PAGE> 9
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ HANS I. EBENFELT
-----------------------------------
Hans I. Ebenfelt
<PAGE> 10
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ SHELDON L. GLASHOW
--------------------------------
Sheldon L. Glashow
<PAGE> 11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ DAVID E. JEREMIAH
-----------------------------------
David E. Jeremiah
<PAGE> 12
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of GSE Systems, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby constitutes and appoints
Robert W. Stroup, Thomas K. Milhollan, Robert B. Ott and Daniel A. Raskas and
each of them (with full power to each of them to act alone), his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and on his behalf and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority) a
Registration Statement on Form S-8 (or any other appropriate form), and any and
all amendments (including post-effective amendments) thereto, with all exhibits
and any and all documents required to be filed with respect thereto, relating
to the registration under the Securities Act of 1933, as amended, of shares of
the Corporation's common stock authorized to be issued or sold pursuant to the
Corporation's 1995 Long-Term Incentive Plan or pursuant to the stock option
agreements entered or to be entered into by the Corporation with Dr. Peter
Koestenbaum, Mr. Ulf Meuller or any other consultant approved by the
Corporation's Board of Directors, granting unto said attorneys, and each of
them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer has
hereunto set his hand as of the date specified.
Dated: July 9, 1996
/s/ SYLVAN SCHEFLER
-----------------------------------
Sylvan Schefler
