GSE SYSTEMS, INC.
1995 LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective April 5, 1999)
1. Restatement, Purpose and Types of Awards GSE Systems, Inc., a Delaware corporation (the "Corporation"),
maintained the GSE Systems, Inc. 1995 Long-Term Incentive Plan (As Amended through November 20, 1998)
(the "Prior Plan"). The Prior Plan has been amended and restated, as set forth herein, effective April 5, 1999,
subject to the approval of the shareholders of the Corporation within twelve months of such effective date (the
"Plan"). Notwithstanding anything herein to the contrary, nothing in this Plan shall adversely affect the rights or
obligations, under any Award granted under the Prior Plan, of any grantee or holder of the Award without such
The purpose of the Plan is to promote the long-term growth and profitability of the Corporation by: (i) providing
key people with incentives to improve stockholder value and to contribute to the growth and financial success of
the Corporation; and (ii) enabling the Corporation to attract, retain and reward the best-available persons. The
Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422
and nonqualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom
stock, performance awards, or any combination of the foregoing.
2. Definitions Under this Plan, except where the context otherwise indicates, the following definitions apply:
(a) "Affiliate" shall mean any entity, whether now or hereafter existing, which controls, is controlled by, or is under
common control with, the Corporation (including, but not limited to, joint ventures, limited liability companies, and
partnerships). For this purpose, "control" shall mean ownership of 50% or more of the total combined voting
power or value of all classes of stock or interests of the entity.
(b) "Award" shall mean any stock option, stock appreciation right, stock award,