THE COAST DISTRIBUTION SYSTEM, INC.
1999 STOCK INCENTIVE PLAN
This 1999 STOCK INCENTIVE PLAN (the "Plan") is hereby established by THE COAST DISTRIBUTION
SYSTEM, INC., a Delaware corporation (the "Company"), and adopted by its Board of Directors as of the
20th day of April 1999 (the "Effective Date").
PURPOSES OF THE PLAN
1.1 PURPOSES. The purposes of the Plan are (a) to enhance the Company's ability to attract and retain the
services of qualified employees, officers and directors (including non-employee officers and directors), upon
whose judgment, initiative and efforts the successful conduct and development of the Company's business largely
depends, and (b) to provide additional incentives to such persons to devote their utmost effort and skill to the
advancement and betterment of the Company, by providing them an opportunity to participate in the ownership
of the Company and thereby to have an interest, similar to that of the Company's stockholders, in the success and
increased value of the Company.
For purposes of this Plan, the following terms shall have the meanings indicated:
2.1 ADMINISTRATOR. "Administrator" means the Board or, if the Board delegates responsibility for any
matter to the Committee, the term Administrator shall mean the Committee.
2.2 AFFILIATED COMPANY. "Affiliated Company" means any "parent corporation" or "subsidiary
corporation" of the Company, whether now existing or hereafter created or acquired, as those terms are defined
in Sections 424(e) and 424(f) of the Code, respectively.
2.3 BOARD. "Board" means the Board of Directors of the Company.
2.4 CHANGE IN CONTROL. "Change in Control" shall mean (i) the acquisition, directly or indirectly, by any
person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of
the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total
combined voting power of all outstan