Exhibit
10.4


 


Non-Employee
Director


Stock
Option Agreement


 


This Option Agreement
(the “Agreement”) is made as of the      day of                  ,
200  , by and between Strategic
Distribution, Inc., a Delaware corporation (the “Company”), and                              
(the “Optionee”), a non-employee director of the Company.


 


WHEREAS, pursuant to the
Amended and Restated Strategic Distribution, Inc. 1996 Non-Employee Director
Stock Plan (the “Plan”), the Optionee is entitled to a grant of Options for calendar
year 2004.


 


NOW, THEREFORE, in
connection with the mutual covenants hereinafter set forth and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.  Definitions.  Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Plan.  The terms and provisions of the Plan are
incorporated herein by reference.


 


2.  Grant of Option.  The Company hereby grants to the Optionee the
right and option (the “Option”) to purchase up to, but not exceeding in the
aggregate,                      
(        ) shares of Common Stock, on
the terms and conditions herein set forth. 
The Option is not intended to be an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code.


 


3.  Exercise Price.  The exercise price of each share of Common
Stock covered by the Option shall be $            .


 


4.  Term of Option.  Subject to Section 6 hereof, the Option shall
be exercisable for a period of five (5) years from the date hereof, and shall
thereafter terminate.


 


5.  Vesting of Option.  The Option, subject to the terms contained
herein, shall be fully vested and exercisable as of the date hereof.


 


6.  Termination of Directorship.  Upon termination of the Optionee’s
directorship, the Option shall remain exercisable (i) in the case of
termination for any reason other than death or disability, for a period of 90
days after the date of such termination, and (ii) in the case of termination by
reason of death or disability, for a period of one year after the date of such
termination, and shall thereafter terminate.


 


7.  No Rights as a Shareholder.  The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock issuable upon the
exercise of the Option until the date of issuance to the Optionee of a
certificate evidencing such shares.  No
adjustments, other than as provided in Section 12 of the Plan, shall be made for
dividends or


 





















 


distributions for which the
record date is prior to the date on which the certificate for such shares of
Common Stock is issued.


 


8.  Method of Exercising Option.  (a) 
The Option may be exercised by written notice to the Company at its
principal executive offices, Attn:  Corporate
Secretary.  Such notice shall state
the election to exercise the Option and the number of shares of Common Stock in
respect of which the Option is being exercised, and shall be accompanied by
payment in full of the exercise prices for such shares of Common Stock.


 


(b)  Payment of the exercise price shall be made
in United States dollars by certified check or bank cashier’s check payable to
the order of the Company.  Subject to
such procedures and rules as may be adopted from time to time by the Board, the
Optionee may also pay the exercise price (i) by tendering to the Company shares
of Common Stock owned by her for at least six months with an aggregate Fair
Market Value on the date of exercise equal to the exercise price, (ii) at the
discretion of the Board, by delivery to the Company of a copy of irrevocable
instructions to a stockbroker to sell shares of Common Stock to be acquired
upon exercise of the Option and to deliver promptly to the Company an amount
sufficient to pay the exercise price, or (iii) any other method of payment
approved by the Board.  The certificate
for shares of Common Stock as to which the Option shall have been so exercised
shall be registered in the Optionee’s name.


 


9.  Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the heirs, executors, administrators and successors of
the parties hereto.


 


10.  Governing Law.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of Delaware without
reference to the principles of conflicts of laws thereof.


 


11.  Headings.  Headings are for the convenience of the
parties and are not deemed to be part of this Agreement.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date and year first written
above.


 


 


	
   

  	
   

  	
  STRATEGIC DISTRIBUTION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald C. Woodring

  
	
   

  	
   

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


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