Exhibit
10.3


 


Amended
and Restated


Strategic
Distribution, Inc.


1996
Non-Employee Director Stock Plan


 


1.                                       Purpose.   This
Amended and Restated 1996 Non-Employee Director Stock Plan (the “Plan”) is
intended to promote the interests of Strategic Distribution, Inc. (the “Company”)
by promoting ownership of Company stock by the non-employee members of the
Company’s Board of Directors (the “Board”).


 


2.                                       Shares
to be Granted.   Under the Plan,
options (“Options”) to purchase shares of common stock, par value $.10, of the
Company (“Common Stock”) are granted to non-employee members of the Board (“Non-Employee
Directors”) on an annual basis.  The
number of Options so granted is determined in each instance in accordance with
the terms of the Plan.  Options granted
under the Plan are not intended to qualify as “incentive stock options” under Section 422
of the Internal Revenue Code.


 


3.                                       Available
Shares.   The total number of shares of Common Stock to be
granted shall not exceed 27,500 subject to adjustment in accordance with Section 12
hereof.  Shares subject to the Plan are
authorized but unissued shares or shares that were once issued and subsequently
reacquired by the Company.


 


4.                                       Administration.   The
Plan shall be administered by the Board. 
The Board shall have the power to construe the Plan and to adopt and
amend such rules and regulations for the administration of the Plan as it may
deem desirable.


 


5.                                       Eligibility
and Limitations.   Options shall be granted pursuant to the
Plan only to Non-Employee Directors.


 


6.                                       Fair
Market Value.   For purposes of the Plan, the Fair Market
Value of a share of Common Stock on any date shall be the mean of the closing
bid and asked quotations in the over-the-counter market on such date, as
reported by the National Association of Securities Dealers, through
NASDAQ.  In the event the shares are
listed on any exchange or on the NASDAQ National Market System, the Fair Market
Value shall be the closing sale price on such exchange or in the over-the-counter
market, as reported by the National Association of Securities Dealers, Inc.
through NASDAQ, on such date or, if there are no sales on such date, the mean
of the bid and asked price for the shares on such exchange or in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc., through NASDAQ, at the close of business on such date.


 


7.                                       Grant
of Options.   On December 31 of each calendar year
commencing with calendar year 1996, each person who is a Non-Employee Director
as of such date shall be granted without further action by the Board an Option to
purchase 400 shares of Common Stock, with a per share exercise price equal to
the Fair Market Value of a share of Common Stock on such date.  Each such option shall be fully vested on the
date of grant, shall have a maximum term of five years, and shall be subject to
such other terms and conditions as the Board shall approve.  Each Non-Employee


 


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Director shall enter into a customary stock option agreement with
respect to each Option granted under the Plan.


 


8.                                       Transferability;
Share Certificates.   Options may not be sold, transferred,
assigned, pledged or otherwise encumbered by a Non-Employee Director other than
by will or the laws of descent and distribution.  At the time a Non-Employee Director’s Options
are exercised, a certificate for shares of Common Stock covered by the Options
shall be registered in the Non-Employee Director’s name and delivered to the
Non-Employee Director (or to such Non-Employee Director’s legal representative
or designated beneficiary in the event of the Non-Employee Director’s death).


 


9.                                       Shareholder
Rights.   A Non-Employee Director shall have no rights as a
shareholder with respect to shares of Common Stock covered by Options until the
time such Options are exercised and certificates for such shares are registered
in the Non-Employee Director’s name.


 


10.                                 Exercise
of Options.   Options granted under the Plan may be
exercised by written notice to the Company in such form as the Board may
designate, accompanied by full payment of the exercise price therefore.  The exercise price may be paid (i) in cash or
cash equivalents, (ii) by tendering shares of Stock previously owned for at
least six months, having a Fair Market Value equal to the exercise price, and
(iii) by any other means approved by the Board.


 


11.                                 Legends.   The
certificates representing shares granted under the Plan shall carry such
appropriate legends, and such written instructions shall be given to the
Company’s Transfer Agent, as may be deemed necessary or advisable by counsel to
the Company in order to comply with the requirements of the Securities Act of
1933 or any state securities laws.


 


12.                                 Adjustments
Upon Changes in Capitalization and Other Matters.   In
the event that the outstanding shares of Common Stock are changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, recapitalization or reclassification, or in the event of a stock
split, combination of shares or dividends payable in capital stock, the Board
shall equitably adjust (i) the number and kind of available shares set forth in
Section 3 hereof, (ii) the number and kind of shares subject to each
outstanding Option and (iii) the per share exercise price applicable to each
outstanding Option.


 


13.                                 Restrictions
on Issuance of Shares.          Any
other provision of this Plan notwithstanding, the Company shall have no
obligation to deliver any certificate or certificates for shares until the
following conditions have been satisfied:


 


(i)                                     The
shares to be granted are at the time of the issuance of such shares effectively
registered under applicable Federal and state securities acts as now in force
or hereafter amended; or


 


(ii)                                  Counsel
for the Company shall have determined that such shares are exempt from registration
under Federal and state securities acts as now in force or hereafter amended;


 


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and the Company
has complied with all applicable laws and regulations, including without
limitation all regulations required by any stock exchange upon which the Common
Stock is then listed.


 


The Company shall use its best efforts to
bring about compliance with the above conditions within a reasonable time,
except that the Company shall be under no obligation to cause a registration
statement or a post-effective amendment to any registration statement to be
prepared at its expense solely for the purpose of covering the issuance of
shares under the Plan.


 


14.                                 Representations.   The
Company may require any Non-Employee Director to deliver written warranties and
representations upon delivery of shares that are necessary to show compliance
with Federal and state securities laws including to the effect that an
acquisition of shares under the Plan is made for investment and not with a view
to distribution (as that term is used in the Securities Act of 1933).


 


15.                                 Termination
and Amendment of Plan.   The Board may at any time terminate
the Plan or make such modification or amendment thereof as it deems advisable,
provided, however, that the Board may not, without approval by the affirmative
vote of the holders of a majority of the shares present in person or by proxy
and entitled to vote at a meeting of stockholders, increase the maximum number
of shares that may be granted under the Plan.


 


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