X0306 4 2015-08-25 0 0000944480 GSE SYSTEMS INC GVP 0001477462 Sorrells Christopher D. GSE SYSTEMS, INC. 1332 LONDONTOWN BLVD SYKESVILLE MD 21784 1 1 0 0 Interim COO Restricted Stock Units 2015-08-25 4 A 0 125000 A 2018-08-24 Common Stock 125000 175000 D Each Restricted Stock Unit represents the contingent right to receive one share of common stock upon vesting of the unit. The Restricted Stock Units will vest in their entirety if the following conditions are satisfied: (a) Mr. Sorrell's continued employment with the Company through August 24, 2016; (b) Achievement of performance metrics to be developed by the Board of Directors; and (c) The Volume Weighted Average Price of the Company's Common Stock as quoted on the NYSE MKT exceeds $2.50 for a 90 consecutive trading day period prior to August 24, 2018. /s/ Christopher Sorrells 2015-08-25