EX-4.(C) SECOND AMENDMENT TO AMENDED AND RESTATED



 










Exhibit 4(c)




INDUSTRIAL DISTRIBUTION GROUP, INC.




SECOND AMENDMENT TO AMENDED AND RESTATED




EMPLOYEE STOCK PURCHASE PLAN




     This Second Amendment to the Amended and Restated Industrial Distribution Group, Inc. Employee
Stock Purchase Plan (the “Amendment”) is made as of the 29th day of April, 2005,
by Industrial Distribution Group, Inc., a Delaware corporation (the “Company”).



W I T N E S S E T H:




     WHEREAS, the Company established the Industrial Distribution Group, Inc. Employee Stock
Purchase Plan effective September 19, 1997, which was amended and restated on December 10, 1997 and
further amended on March 23, 2001 (the “Plan”; capitalized terms used herein and not
otherwise defined herein shall have the meanings given such terms in the Plan);



     WHEREAS, Section 6.5 of the Plan permits the Board of Directors of the Company to amend the
Plan without stockholder approval if such amendment does not require stockholder approval pursuant
to any federal or state law or regulation or the rules of any stock exchange or automated quotation
system on which the Stock may then be listed or quoted; and



     WHEREAS, the Board of Directors has authorized amending the Plan to reduce the amount of the
discount at which employees may purchase Common Stock pursuant to the Plan, but increase the
frequency with which purchases may be made by participants in the Plan to monthly from quarterly.



     NOW, THEREFORE, for and in consideration of the foregoing premises, and other good and
valuable consideration, the Plan is amended as follows:



     1.      Section 2.13 is hereby amended by deleting such section in its entirety and inserting the
following in lieu thereof:



     “Sec. 2.13 “OFFERING DATE” means the first business day of each month during which the Plan is
in effect; provided, however, that the initial Offering Date (“Initial Offering Date”) shall be the
first business day after the Effective Date as of which the Administrative Committee determines
that participation in the Plan can be offered to Eligible Employees.”



     2.      Section 2.15 is hereby amended by deleting such section in its entirety and inserting the
following in lieu thereof:



     “Sec. 2.15 “PURCHASE DATE” means any single occasion during each month of the year that a
participant elects to purchase shares of Stock.”



 









 





     3.      Section 2.18 is hereby amended by deleting such section in its entirety and inserting the
following in lieu thereof:



     “Sec. 2.18 “PURCHASE PERIOD” means each calendar month during which the Plan is in effect;
provided that the initial Purchase Period (“Initial Purchase Period”) shall be period that began on
the Initial Offering Date and ended on December 1, 1997.”



     4.      Section 4.2 is hereby amended by deleting such section in its entirety and inserting the
following in lieu thereof:



     “Sec. 4.2 LIMITATION ON SHARES AVAILABLE. Subject to the limit in Section 4.4(b) and the
other limitations set forth in the Plan, the maximum number of shares of Stock that may be
purchased for each Participant on a Purchase Date is the lesser of (a) the number of shares of
Stock that can be purchased by applying the full balance of his Stock Purchase Account to such
purchase of shares at the Purchase Price (as hereinafter determined), (b) the number of shares of
Stock that would not cause the Participant to exceed the limit of Section 2.8(c), or (c) an amount
equal to 10% of the Participant’s expected Purchase Period Compensation divided by 95% of the
Market Value of the Stock on the Offering Date. A Participant’s expected Purchase Period
Compensation shall be determined by multiplying his normal hourly or weekly rate of Compensation
(as in effect on the last day prior to such Offering Date) by the number of regularly scheduled
hours or weeks of work for such Participant during the Purchase Period; provided, however, for the
Initial Purchase Period only, the limitation in (c) above shall be increased to an amount equal to
10% of the Participant’s expected annual Compensation divided by 95% of the Market Value of the
Stock on the Initial Offering Date, where expected annual Compensation shall be determined using
the Compensation rate in effect on the last day prior to the Initial Offering Date. Any portion of
a Participant’s Stock Purchase Account that cannot be applied by reason of the foregoing limitation
shall remain in the Participant’s Stock Purchase Account for application to the purchase of Stock
on the next Offering Date (unless withdrawn before such next Offering Date).”



     5.      Section 4.3 is hereby amended by deleting such section in its entirety and inserting the
following in lieu thereof:



     “Sec. 4.3 PURCHASE PRICE OF SHARES. The Purchase Price per share of the Stock purchased for
Participants pursuant to any Offering shall be the sum of (a) ninety-five percent (95%) of the
Market Value of such share on the first trading day of the Purchase Period in which a participant
makes an election to purchase shares, and (b) any transfer, excise, or similar tax imposed on the
transaction pursuant to which such share of Stock is purchased. If the Purchase Date with respect
to the purchase of Stock is a day on which the stock is selling ex-dividend but is on or before the
record date for such dividend, then for Plan purposes the Purchase Price per share will be
increased by an amount equal to the dividend per share. In no event shall the Purchase Price be
less than the par value of the Stock.”



 









 





     6.      This Amendment shall be effective as of the date set forth above. Except as hereby
amended, the Plan shall remain in full force and effect.



     IN WITNESS WHEREOF, the undersigned does hereby execute this Amendment as of the date set
forth above.



	 	 	 	 	 
	 	INDUSTRIAL DISTRIBUTION GROUP, INC.

 	 
	 	By:  	/s/ Andrew B. Shearer
 	 
	 	 	Andrew B. Shearer 	 
	 	 	President and Chief Executive Officer