<PAGE>   1
                                                                    EXHIBIT 10.4


                              NET PERCEPTIONS, INC.

                              AMENDED AND RESTATED

                     1999 NON-EMPLOYEE DIRECTOR OPTION PLAN

                        as amended through April 2, 2001


ARTICLE 1. PURPOSE OF THE PLAN

          The Plan is intended to promote the interests of the Corporation by
providing the non-employee members of the Board with the opportunity to acquire
a proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of the
Corporation.

ARTICLE 2. ADMINISTRATION

          The terms and conditions of each automatic option grant (including the
timing and pricing of each such option grant) shall be determined by the express
terms and conditions of the Plan. The terms and conditions of each discretionary
option grant (including the timing and pricing of each such option grant) shall
be determined by the Board.

ARTICLE 3. STOCK SUBJECT TO THE PLAN

          A. Shares of Common Stock shall be available for issuance under the
Plan and shall be drawn from either the Corporation's authorized but unissued
shares of Common Stock or from reacquired shares of Common Stock, including
shares repurchased by the Corporation on the open market. The number of shares
of Common Stock reserved for issuance over the term of the Plan shall be fixed
at 500,000 shares (which number of shares gives effect to the 2-for-1 stock
split effected in connection with the Corporation's initial public offering).

          B. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full, then the shares subject to
the portion of each option not so exercised shall be available for subsequent
option grant under the Plan. In addition, should the exercise price of an
outstanding option under the Plan be paid with shares of Common Stock, then the
number of shares of Common Stock available for issuance under the Plan shall be
<PAGE>   2
reduced by the net number of shares of Common Stock actually issued to the
holder of such option.

          C. Should any change be made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the number and/or class of securities
for which automatic option grants and discretionary option grants are to be
subsequently made to each newly-elected or continuing non-employee Board member
under the Plan, and (iii) the number and/or class of securities and price per
share in effect under each option outstanding under the Plan. The adjustments to
the outstanding options shall be made by the Board in a manner which shall
preclude the enlargement or dilution of rights and benefits under such options
and shall be final, binding and conclusive.

ARTICLE 4. ELIGIBILITY

          The individuals eligible to receive automatic option grants and
discretionary option grants pursuant to the provisions of this Plan shall be
limited to those individuals serving as non-employee Board members, whether
through appointment by the Board or election by the Corporation's stockholders.
A non-employee Board member shall not be eligible to receive the initial
automatic option grant if such individual has previously been in the employ of
the Corporation (or any parent or subsidiary). However, a non-employee Board
member shall be eligible to receive one or more annual automatic option grants
and one or more discretionary option grants, whether or not he or she has
previously been in the employ of the Corporation (or any parent or subsidiary).
Each non-employee Board member eligible to participate in the Plan pursuant to
the foregoing criteria is hereby designated an Eligible Director.

ARTICLE 5. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS AND
DISCRETIONARY OPTION GRANTS

         A. GRANT DATE. Option grants shall be made on the dates specified
below:

         (i)      Each individual who becomes an Eligible Director, whether
                  through election by the Corporation's stockholders or
                  appointment by the Board, shall automatically be granted, at
                  the time of such initial election or appointment, a

                                       2
<PAGE>   3
                  non-statutory option to purchase 50,000 shares of Common
                  Stock.

         (ii)     On the date of each Annual Meeting, each Eligible Director who
                  serves on the Board on the meeting date shall automatically be
                  granted a non-statutory option to purchase 15,000 shares of
                  Common Stock. An Eligible Director who resigns effective at an
                  Annual Meeting shall not be eligible to be granted an option
                  at that time.

         (iii)    The Board may, from time to time, approve discretionary grants
                  to Eligible Directors of non-statutory options to purchase
                  Common Stock. Each such grant of a discretionary option shall
                  be evidenced by a Stock Option Agreement between the Optionee
                  and the Corporation and shall be subject to such terms, not
                  inconsistent with the Plan, as the Board may determine.

          There shall be no limit on the number of annual 15,000-share automatic
option grants or discretionary option grants any one Eligible Director may
receive over his or her period of continued Board service.

         B. EXERCISE PRICE. The exercise price per share of Common Stock subject
to each automatic option grant and each discretionary option grant shall be
equal to one hundred percent (100%) of the Fair Market Value per share of Common
Stock on the grant date.

         C. PAYMENT.

         The exercise price shall become immediately due upon exercise of the
option. The entire exercise price shall be payable in cash or cash equivalents
at the time when such shares of Common Stock are purchased. The exercise price
may also be paid in one of the alternative forms specified below:

         (i)      all or any part of the exercise price may be paid by
                  surrendering, or attesting to the ownership of, shares of
                  Common Stock that are already owned by the Optionee. Such
                  shares of Common Stock shall be valued at their Fair Market
                  Value on the date when the option is exercised. The Optionee
                  shall not surrender, or attest to the ownership of, shares of
                  Common Stock in payment of the exercise price if such action
                  would cause the Corporation to recognize compensation expense
                  (or additional compensation expense) with respect to the
                  option for financial reporting purposes; or


                                       3
<PAGE>   4
         (ii)     all or any part of the exercise price and any withholding
                  taxes may be paid by delivering (on a form prescribed by the
                  Corporation) an irrevocable direction to a securities broker
                  approved by the Corporation to sell all or part of the shares
                  of Common Stock being acquired upon exercise of the option and
                  to deliver all or part of the sales proceeds to the
                  Corporation; or

         (iii)    all or any part of the exercise price and any withholding
                  taxes may be paid by delivering (on a form prescribed by the
                  Corporation) an irrevocable direction to pledge all or part of
                  the shares of Common Stock being acquired upon exercise of the
                  option to a securities broker or lender approved by the
                  Corporation, as security for a loan, and to deliver all or
                  part of the loan proceeds to the Corporation.

         For purposes of this Section 5.C, the Exercise Date shall be the date
on which written notice of the option exercise is delivered to the Corporation.
Except to the extent the broker sale or broker pledge procedure specified above
is used, payment of the exercise price for the purchased shares must accompany
the exercise notice.

         D. EXERCISABILITY/VESTING. Each 50,000-share automatic grant shall
become exercisable for the option shares in a series of 24 equal monthly
installments measured from the grant date, provided that the option shall become
fully vested immediately prior to the effective date of the adoption by the FASB
of an accounting rule or issuance of an interpretive release which would result
in adverse accounting treatment based on the foregoing vesting schedule. Each
15,000-share automatic grant shall become exercisable for 100% of the option
shares upon the grant date. Each discretionary option grant shall become
exercisable at such time(s) as the Board shall determine.

         E. OPTION TERM. Each automatic option grant and each discretionary
option grant under the Plan shall have a maximum term of ten (10) years measured
from the grant date.

         F. NON-TRANSFERABILITY. During the lifetime of the Optionee, each
automatic option grant and each discretionary option grant shall be exercisable
only by the Optionee and shall not be assignable or transferable by the Optionee
other than a transfer of the option effected by will or by the laws of descent
and distribution following Optionee's death.



                                       4
<PAGE>   5
         G. EFFECT OF TERMINATION OF BOARD SERVICE.

         1.       Should the Optionee cease to serve as a Board member for any
                  reason (other than death) while holding one or more automatic
                  option grants or discretionary option grants under the Plan,
                  then such individual shall have a twelve (12)-month period
                  following the date of such cessation of Board service in which
                  to exercise each such option for any or all of the option
                  shares.

         2.       Should the Optionee die while serving as a Board member or
                  within twelve (12) months after cessation of Board service,
                  then any automatic option grant or discretionary option grant
                  held by the Optionee at the time of death may subsequently be
                  exercised, for all of the option shares (less any option
                  shares purchased by the Optionee prior to death), by the
                  personal representative of the Optionee's estate or by the
                  person or persons to whom the option is transferred pursuant
                  to the Optionee's will or in accordance with the laws of
                  descent and distribution. The right to exercise each such
                  option shall lapse upon the expiration of the twelve
                  (12)-month period measured from the date of the Optionee's
                  cessation of service.

         3.       In no event shall any automatic option grant or discretionary
                  option grant under this Plan remain exercisable after the
                  expiration date of the maximum ten (10)-year option term. Upon
                  the expiration of the applicable post-service exercise period
                  under subparagraphs 1 through 2 above or (if earlier) upon the
                  expiration of the maximum ten (10)-year option term, the grant
                  shall terminate and cease to be outstanding for any option
                  shares for which the option was not exercised.

         H. STOCKHOLDER RIGHTS. The holder of an automatic option grant or
discretionary option grant shall have none of the rights of a stockholder with
respect to any shares subject to such option until such individual shall have
exercised the option and paid the exercise price for the purchased shares.

         I. REMAINING TERMS. The remaining terms and conditions of each
automatic option grant and each discretionary option grant shall be as set forth
in the form Stock Option Agreement approved for use under the Plan.

ARTICLE 6. CHANGE IN CONTROL EVENTS

         A. In the event of a Change in Control, each automatic option grant and
each discretionary option grant under the Plan held by an individual who is then
serving as a Board member shall immediately become fully exercisable and vested.
Immediately following the consummation of a Change in Control, each automatic
option grant and each discretionary option grant under the Plan shall terminate



                                       5
<PAGE>   6
and cease to be outstanding, except to the extent assumed by the successor
corporation or its parent company.

         B. The automatic option grants and discretionary option grants
outstanding under the Plan shall in no way affect the right of the Corporation
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.

ARTICLE 7. AMENDMENT OF THE PLAN AND AWARDS

         The Board has complete and exclusive power and authority to amend or
modify the Plan (or any component thereof) in any or all respects whatsoever.
However, no such amendment or modification shall adversely affect rights and
obligations with respect to options at the time outstanding under the Plan,
unless the affected Optionees consent to such amendment. Stockholder approval
shall be obtained to the extent required by applicable law.

ARTICLE 8. TERM OF PLAN

         The Plan shall terminate upon the earlier of (i) February 3, 2009 or
(ii) the date on which all shares available for issuance under the Plan shall
have been issued pursuant to the exercise of the options granted under the Plan.
If the date of termination is determined under clause (i) above, then all option
grants outstanding on such date shall thereafter continue to have force and
effect in accordance with the provisions of the agreements evidencing those
option grants.

ARTICLE 9. USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the sale of shares
pursuant to option grants under the Plan shall be used for general corporate
purposes.

ARTICLE 10. REGULATORY APPROVALS

         A. The implementation of the Plan, the granting of any option under the
Plan and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it, and the Common Stock issued
pursuant to it.


                                       6
<PAGE>   7
         B. No shares of Common Stock or other assets shall be issued or
delivered under this Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
continued effectiveness of the Form S-8 registration statement for the shares of
Common Stock issuable under the Plan, and all applicable listing requirements of
the Nasdaq National Market or any Stock Exchange on which the Common Stock is
then listed for trading.

ARTICLE 11. NO IMPAIRMENT OF RIGHTS

         Neither the action of the Corporation in establishing the Plan nor any
provision of the Plan shall be construed or interpreted so as to affect
adversely or otherwise impair the right of the Corporation or the stockholders
to remove any individual from the Board at any time in accordance with the
provisions of applicable law.

ARTICLE 12. MISCELLANEOUS PROVISIONS

         A. The right to acquire Common Stock or other assets under the Plan may
not be assigned, encumbered or otherwise transferred by any Optionee.

         B. The provisions of the Plan relating to the exercise of options shall
be governed by the laws of the State of Delaware, as such laws are applied to
contracts entered into and performed in such State.

         C. The provisions of the Plan shall inure to the benefit of, and be
binding upon, the Corporation and its successors or assigns, whether by Change
in Control or otherwise, and the Optionees, the legal representatives of their
respective estates, their respective heirs or legatees and their permitted
assignees.

ARTICLE 13. DEFINITIONS

         ANNUAL MEETING: the annual meeting of the Corporation's stockholders.

         BOARD: the Corporation's Board of Directors.

         CODE: the Internal Revenue Code of 1986, as amended.

         COMMON STOCK: shares of the Corporation's common stock, par value
         $.0001 per share.


                                       7
<PAGE>   8
         CORPORATION: Net Perceptions, Inc., a Delaware corporation.

         CHANGE IN CONTROL: a change in ownership or control of the Corporation
effected through any of the following transactions:

                a. the consummation of a merger or consolidation of the
Corporation with or into another entity or any other corporate reorganization,
if more than 50% of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger, consolidation or
other reorganization is owned by persons who were not stockholders of the
Corporation immediately prior to such merger, consolidation or other
reorganization;

                b. the sale, transfer or other disposition of all or
substantially all of the Corporation's assets;

                c. a change in the composition of the Board, as a result of
which fewer than one-third of the incumbent directors are directors who either
(i) had been directors of the Corporation on the date 24 months prior to the
date of the event that may constitute a Change in Control (the "original
directors") or (ii) were elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of the aggregate of the original
directors who were still in office at the time of the election or nomination and
the directors whose election or nomination was previously so approved;

                d. any transaction as a result of which any person is the
"beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Corporation representing at least 50% of the
total voting power represented by the Corporation's then outstanding voting
securities. For purposes of this Paragraph (d), the term "person" shall have the
same meaning as when used in sections 13(d) and 14(d) of the 1934 Act but shall
exclude (i) a trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation or of a Parent or Subsidiary and (ii) a
corporation owned directly or indirectly by the stockholders of the Corporation
in substantially the same proportions as their ownership of the Common Stock of
the Corporation; or

                e. a transaction shall not constitute a Change in Control if its
sole purpose is to change the state of the Corporation's incorporation or to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Corporation's securities immediately
before such transaction.


                                       8
<PAGE>   9
         FAIR MARKET VALUE: the Fair Market Value per share of Common Stock
determined in accordance with the following provisions:

                a. If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the Nasdaq National Market or
any successor system. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

                b. If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange determined
by the Board to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

         1934 ACT: the Securities Exchange Act of 1934, as amended.

         OPTIONEE: any person to whom an option is granted under the Plan.

         PLAN: this Net Perceptions, Inc. Amended and Restated 1999 Non-Employee
         Director Option Plan.

         STOCK EXCHANGE: either the American Stock Exchange or the New York
         Stock Exchange.


                                       9