S-8

As Filed With the Securities and Exchange Commission on August 24, 2006

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington. D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE COAST DISTRIBUTION SYSTEM, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-2490990
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
350 Woodview Avenue, Morgan Hill, California	95037
(Address of principal executive offices)	(Zip Code)

2005 STOCK INCENTIVE PLAN

(Full title of the plan)

Thomas R. McGuire, Chairman and Chief Executive Officer

The Coast Distribution System, Inc.

350 Woodview Avenue, Morgan Hill, California 95037

(Name and address of agent for service)

(408) 782-6686

(Telephone number, including area code, of agent for service)

Copy to:

Ben A. Frydman, Esq.

Stradling Yocca Carlson & Rauth, a Professional Corporation

660 Newport Center Drive, Suite 1600, Newport Beach, California 92660

(949) 725-4000

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Stock, $0.001 par value	350,000 shares	$	10.28	$	3,598,000	$	385.00

(1) Also registered hereunder are an indeterminate number of shares which may become issuable pursuant to the anti-dilution adjustment provisions of the Registrant’s 2005 Stock Incentive Plan (the “2005 Plan”).

(2) The aggregate offering price for the 350,000 shares of Common Stock registered hereby which may be issued under the 2005 Plan is estimated solely for the purpose of calculating the registration fee, in a accordance with Rule 457(h)(1), on the basis of the price of securities of the same class as determined in accordance with Rule 457(c), using the average of the high and low prices reported by American Stock Exchange for the Common Stock on August 21, 2006, which was $10.28.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents listed below have been filed by The Coast Distribution System, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) and are incorporated herein by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the Commission on March 31, 2006.

(b) Amendment No. 1, on Form 10-K/A, to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Commission on April 28, 2006.

(c) The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the Commission on August 14, 2006.

(d) The Company’s Proxy Statement for its 2006 Annual Meeting of Stockholders filed with the Commission on July 10, 2006.

(e) The description of the Company’s Common Stock that is contained in the subsection, entitled “Description of Securities” contained in Item 2 of Part II of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, as filed with the Commission under the Exchange Act as of May 14, 1998.

(f) The description of the Company’s Preferred Stock Purchase Rights that is contained in the Registration Statement on Form 8A as filed by the Company with the Commission on February 6, 2006 under the Exchange Act of 1934.

(g) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report referred to in paragraph (a) above.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or other document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Ben A. Frydman, who serves as a member of the Company’s Board of Directors, is a shareholder of Stradling Yocca Carlson & Rauth, a Professional Corporation, the Company’s legal counsel.

Item 6. Indemnification of Directors and Officers.

The Company’s Bylaws provide that the Company will indemnify its directors and officers and may indemnify its employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”). The Company believes that indemnification under its Bylaws covers at least negligence and gross

negligence by indemnified parties, and permits the Company to advance litigation expenses in the case of stockholder derivative actions or other actions, against an undertaking by the indemnified party to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification. The Company maintains liability insurance for its officers and directors.

In addition, the Company’s Amended and Restated Certificate of Incorporation provides that, pursuant to the DGCL, its directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty to the Company and its stockholders. This provision in the Amended and Restated Certificate of Incorporation does not eliminate the directors’ fiduciary duty, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under the DGCL. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to the Company for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under the DGCL. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

The Company has entered into separate indemnification agreements with its directors and officers. These agreements require the Company, among other things, to indemnify them against liabilities that may arise by reason of their status or service as directors or officers (other than liabilities arising from actions not taken in good faith or in a manner the indemnitee believed to be opposed to the best interests of the Company), and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:

Number	Description
5.1	Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, counsel to the Registrant.
10.1	The Coast Distribution System, Inc. 2005 Stock Incentive Plan.
10.2	Form of Stock Option Agreement for Options Granted under the Plan
10.3	Form of Restricted Stock Purchase Agreement for Stock Purchase Grants under the Plan
23.1	Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (see Exhibit 5.1).
23.2	Consent of Grant Thornton LLP
24.1	Power of Attorney (included on signature page to this Registration Statement).

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

3

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Morgan Hill, State of California, as of the 23rd day of August, 2006.

THE COAST DISTRIBUTION SYSTEM, INC.
By:	/s/ THOMAS R. MCGUIRE
	Thomas R. McGuire,
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of The Coast Distribution System, Inc., do hereby constitute and appoint Thomas R. McGuire, Sandra A. Knell and David Berger, and each of them, individually, our true and lawful attorneys and agents, to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents required in connection therewith, and to do any and all acts and things in our names and in the capacities indicated below, which said attorneys and agents, or either of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any applicable rules, regulations, and requirements of the Securities and Exchange Commission; and we do hereby ratify and confirm all that the said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ THOMAS R, MCGUIRE Thomas R. McGuire	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	August 23, 2006
/s/ SANDRA A. KNELL Sandra A. Knell	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 23, 2006
/s/ JOHN W. CASEY John W. Casey	Director	August 23, 2006
/s/ BEN A. FRYDMAN Ben A. Frydman	Director	August 23, 2006
/s/ LEONARD P. DANNA Leonard P. Danna	Director	August 23, 2006
/s/ ROBERT S. THROOP Robert S. Throop	Director	August 23, 2006

S-1

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, counsel to the Registrant.
10.1	The Coast Distribution System, Inc. 2005 Stock Incentive Plan.
10.2	Form of Stock Option Agreement for Options Granted under the Plan.
10.3	Form of Restricted Stock Purchase Agreement for Stock Purchase Grants under the Plan.
23.1	Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation (see Exhibit 5.1).
23.2	Consent of Grant Thornton LLP.
24.1	Power of Attorney (included on signature page of this Registration Statement).

E-1

EX-5.1

EXHIBIT 5.1

STRADLING YOCCA CARLSON & RAUTH

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

660 Newport Center Drive, Suite 1600

Newport Beach, California 92660-6441

August 23, 2006

The Coast Distribution System, Inc.

350 Woodview Avenue,

Morgan Hill, California 95037

RE: Registration Statement on Form S-8 for the Registration of 350,000 shares of Common Stock under the 2005 Stock Incentive Plan of The Coast Distribution System, Inc.

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) being filed by The Coast Distribution System, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 350,000 shares of the Company’s common stock, $.001 par value (“Common Stock”), reserved for issuance pursuant to future grants of stock options and restricted stock purchase rights under the Company’s 2005 Stock Incentive Plan (the “2005 Plan”). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above.

Based on the foregoing, it is our opinion that the 350,000 shares of Common Stock, when issued against full payment therefor in accordance with the respective terms and conditions of the 2005 Plan, will be legally and validly issued, fully paid and nonassessable.

As you are aware, Ben A. Frydman, one of the members of the Company’s Board of Directors, is a shareholder of our firm.

We consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ STRADLING YOCCA CARLSON & RAUTH

STRADLING YOCCA CARLSON & RAUTH

EX-10.1

EXHIBIT 10.1

THE COAST DISTRIBUTION SYSTEM, INC.

2005 STOCK INCENTIVE PLAN

This 2005 STOCK INCENTIVE PLAN (the “Plan”) is hereby established by The Coast Distribution System, Inc., a Delaware corporation (the “Company”), and has been adopted by its Board of Directors, as of July 21, 2005 (the “Effective Date”).

1. Purposes of the Plan

1.1 Purposes. The purposes of the Plan are (a) to enhance the ability of the Company and its Affiliated Companies to attract and retain the services of officers, qualified employees and directors of the Company, upon whose judgment, initiative and efforts the successful conduct and development of the Company’s businesses 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 have an interest in the success and increased value of the Company that coincides with the financial interests of the Company’s stockholders.

2. Definitions

For purposes of this Plan, the following terms shall have the meanings indicated:

2.1 Acquiring Entity. “Acquiring Entity” means a corporation or other entity that (i) acquires, on consummation a merger or consolidation in which the Company is a party, the direct or indirect beneficial ownership of at least a majority of the outstanding shares of the Surviving Entity in such merger or consolidation, whether that Surviving Entity is the Company or another corporation or party to such merger or consolidation, or (ii) on consummation of a sale of all or substantially all of the Company’s assets, will become or be the owner of such assets or of the securities or other ownership interests representing at least a majority of the voting power of any corporation or other entity that becomes the owner of such assets.

2.2 Administrator. “Administrator” means the Board or, if the Board delegates responsibility for any matter to a committee of the Board, the term Administrator shall mean that Committee. Unless and until otherwise changed by action of the Board, the Administrator shall be the Compensation Committee of the Board.

2.3 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.

2.4 Board. “Board” means the Board of Directors of the Company.

2.5 Change in Control. “Change in Control” means:

(a) The acquisition, directly or indirectly, in one transaction or a series of related transactions, by any Person or Group, of the beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of all outstanding securities of the Company;

(b) A merger or consolidation in which the Company is not the Surviving Entity, except for a merger or consolidation in which the Persons who, immediately prior to such merger or consolidation, were the holders of the outstanding voting securities of the Company, as a result of their ownership thereof become the holders (in the aggregate) of securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Surviving Entity or the Acquiring Entity (as the case may be) in such merger or consolidation immediately after consummation thereof;

(c) A reverse merger in which the Company is the Surviving Entity, but as a result of which the Persons who were the holders of the Company’s outstanding voting securities immediately prior to the consummation of such merger will hold, in the aggregate, immediately after consummation of such merger, securities possessing less than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Company or its Acquiring Entity, if any, in such merger;

(d) The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, except for a transaction in which the Company will receive, in exchange for the sale of such assets, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the Acquiring Entity in such transaction(s); or

(e) The approval by the Company’s stockholders of a plan or proposal for the liquidation or dissolution of the Company.

2.6 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.7 Committee. “Committee” means a committee of two or more members of the Board appointed to administer the Plan, as set forth in Section 7.1 hereof.

2.8 Common Stock. “Common Stock” means the Common Stock of the Company, subject to adjustment pursuant to Section 4.2 hereof.

2.9 Covered Employee. “Covered Employee” means the chief executive officer of the Company (or the individual acting in such capacity) and the four (4) other individuals that are the highest compensated officers of the Company for the relevant taxable year for whom total compensation is required to be reported to stockholders under the Exchange Act.

2.10 Disability. “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The Administrator’s determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties.

2.11 Effective Date. “Effective Date” means the date on which this Plan was adopted by the Board, as set forth on the first page hereof.

2.12 Exchange Act. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

2.13 Exercise Price. “Exercise Price” means the purchase price per share of Common Stock payable upon exercise of an Option.

2.14 Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows:

(a) If the Common Stock is then listed or admitted to trading on a stock exchange which reports closing sale prices, such as, but not limited to the New York Stock Exchange, the American Stock Exchange, or the NASDAQ national market system, the Fair Market Value shall be the closing sale price on the date of valuation on the principal exchange on which the Company’s Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such principal exchange on the next preceding day for which a closing sale price is reported.

(b) If the Common Stock is not then listed or admitted to trading on a stock exchange which reports closing sale prices, then, the Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the date of valuation.

(c) If neither (a) nor (b) is applicable as of the date of valuation, then the Fair Market Value shall be determined by the Administrator in good faith using any reasonable method of valuation, which determination shall be conclusive and binding on all interested parties.

10.1-2

2.15 Incentive Option. “Incentive Option” means any Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

2.16 Incentive Option Agreement. “Incentive Option Agreement” means an Option Agreement with respect to an Incentive Option.

2.17 Involuntary Termination. “Involuntary Termination” means the termination of a Participant’s Continuous Service by reason of:

(a) Optionee’s involuntary dismissal or discharge by the Company or, following consummation of a Change in Control, by the Successor Entity or Acquiring Entity (or any subsidiary thereof employing the Participant), as the case may be, for reasons other than Misconduct, or

(b) Optionee’s voluntary resignation within thirty (30) days following (i) a change in Participant’s position with the Company (or parent or any subsidiary thereof) or with the Successor or Acquiring Entity (as the case may be) or any parent or subsidiary thereof, which materially reduces Participant’s duties and responsibilities or the level of management to which Participant reports, (ii) a reduction in Participant’s level of compensation (including base salary, fringe benefits and target bonus under any performance based bonus or incentive programs) by more than fifteen percent (15%), except for a reduction that applies generally to all employees, or (iii) a relocation of Participant’s principal place of employment by more than thirty (30) miles, provided and only if such change, reduction or relocation is effected (i) on or within without twelve (12) months following the consummation of a Change of Control of the Company and (ii) without Participant’s written consent.

2.18 Misconduct. Each of the following shall constitute Misconduct” by a Participant: (a) the commission of any act of fraud, embezzlement or dishonesty by Participant which materially and adversely affects the business or reputation of the Company or any Affiliated Company or, following a Change in Control of the Company, of any Successor Entity or Acquiring Entity (as the case may be) in the Change in Control, or any Affiliated Company thereof; (b) any unauthorized use or disclosure by Participant of confidential information or trade secrets of the Company or any Affiliated Company or, following a Change in Control of the Company, of any Successor Entity or Acquiring Entity (as the case may be) in the Change in Control, or any Affiliated Company thereof, (c) the continued refusal or omission by Participant to perform any lawful material duties required of him or her if such duties are consistent with duties customary for the position held by such Participant with the Company or any Affiliated Company or, following a Change in Control of the Company, of any Successor Entity or Acquiring Entity (as the case may be) in the Change in Control, or any Affiliated Company thereof, (d) any material act or omission by a Participant involving malfeasance or gross negligence in the performance of Participant’s duties to, or a material deviation from any lawful policy or directive of, the Company or any Affiliated Company or, following a Change in Control, of the Successor Entity or Acquiring Entity (as the case may be) in the Change in Control or any Affiliated Company thereof, (e) conduct by Participant which constitutes the breach of any statutory or common law duty of loyalty to the Company or any Affiliated Company or, following a Change in Control, to the Successor or Entity or Acquiring Entity (as the case may be), or any Affiliated Company thereof, or (f) any illegal act by Participant which materially and adversely affects the business or reputation of the Company or any Affiliated Company, or following a Change in Control, of the Successor Entity or Acquiring Entity in the Change of Control or any Affiliated Company thereof, or the conviction of Participant as a felon.

2.19 NASD Dealer. “NASD Dealer” means a broker-dealer that is a member of the National Association of Securities Dealers, Inc.

2.20 Non-Employee Director. “Non-employee Director” shall mean a director of the Company who is neither an employee nor an executive officer of the Company.

2.21 Nonqualified Option. “Nonqualified Option” means any Option that is not an Incentive Option. To the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a 10% Stockholder or because it exceeds the annual limit provided for in Section 5.6 below, it shall to that extent constitute a Nonqualified Option.

10.1-3

2.22 Nonqualified Option Agreement. “Nonqualified Option Agreement” means an Option Agreement with respect to a Nonqualified Option.

2.23 Option. “Option” means any option to purchase Common Stock granted pursuant to the Plan.

2.24 Option Agreement. “Option Agreement” means the written agreement entered into between the Company and the Optionee with respect to an Option granted under the Plan.

2.25 Optionee. “Optionee” means a Participant who holds an Option.

2.26 Participant. “Participant” means a Person who holds an Option or shares of Restricted Stock under the Plan.

2.27 Person. “Person” means any natural person, any corporation, limited liability company, general or limited partnership, trust, estate or unincorporated association or other entity.

2.28 Purchase Price. “Purchase Price” means the purchase price per share of Restricted Stock.

2.29 Restricted Stock. “Restricted Stock” means shares of Common Stock issued pursuant to Section 6 hereof, subject to any restrictions and conditions as are established pursuant to such Section 6.

2.30 Stock Purchase Agreement. “Stock Purchase Agreement” means the written agreement entered into between the Company and a Participant with respect to the purchase of Restricted Stock under the Plan.

2.31 Substitute Options. “Substitute Options” means options to purchase Common Stock to be issued by the Successor Entity or Acquiring Entity (as the case may be) in a Change of Control transaction, on terms approved by the Administrator, in exchange for the cancellation or surrender, on consummation of the Change in Control, of Options granted under this Plan and held by employees of the Company or any Subsidiary.

2.32 Substitute Restricted Stock. “Substitute Restricted Stock” means restricted stock to be issued by the Successor Entity or Acquiring Entity (as the case may be) in a Change of Control transaction, on terms approved by the Administrator, in exchange for the cancellation or surrender, on consummation of the Change in Control, of Restricted Stock issued this Plan and held by employees of the Company or any Subsidiary.

2.33 10% Stockholder. “10% Stockholder” means a Person who, as of a relevant date, owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of an Affiliated Company.

3. Eligibility

3.1 Incentive Options. Only employees of the Company or of an Affiliated Company (including officers of the Company and members of the Board if they are employees of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan.

3.2 Nonqualified Options and Restricted Stock. Employees of the Company or of an Affiliated Company, officers of the Company and members of the Board (whether or not employed by the Company or an Affiliated Company), are eligible to receive Nonqualified Options or acquire Restricted Stock under the Plan.

3.3 Section 162(m) Limitation. Subject to the provisions of Section 4.2, no employee of the Company or of an Affiliated Company shall be eligible to be granted, in any calendar year, Options or rights to Restricted Shares covering more than 100,000 shares of Common Stock.

3.4 Restrictions. Notwithstanding Sections 3.1 and 3.2 above or any other provision of this Plan to the contrary, no director or officer of the Company or any Affiliated Company shall be eligible to exercise an Option or acquire Restricted Stock pursuant to this Plan unless and until this Plan has been approved by a majority of the shares present and entitled to vote at a meeting of the Company’s stockholders.

10.1-4

4. Plan Shares

4.1 Shares Subject to the Plan. A total of 350,000 shares of Common Stock may be issued under the Plan, subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation, in the event that (a) all or any portion of any Option granted or Restricted Stock granted or offered for purchase under the Plan can no longer under any circumstances be exercised or purchased, or (b) any shares of Common Stock are reacquired by the Company which were initially the subject of an Incentive Option Agreement, Nonqualified Option Agreement or Stock Purchase Agreement, the shares of Common Stock allocable to the unexercised portion of such Option or such Stock Purchase Agreement, or the shares so reacquired, as the case may be, shall again be available for grant or issuance under the Plan.

4.2 Changes in Capital Structure. In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, reverse stock split, combination of shares, reclassification, stock dividend, or other similar change in the capital structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and kind of shares issuable thereafter under this Plan, the number and kind of shares and the price per share subject to outstanding Option Agreements and Stock Purchase Agreements and the limit on the number of shares under Section 3.3 above, all in order to preserve, as nearly as practical, but not to increase, the benefits to Participants.

5. Options

5.1 Option Agreement. Each Option granted pursuant to this Plan shall be evidenced by an Option Agreement that shall specify the number of shares which may become exercisable thereunder, the Exercise Price per share, and whether the Option is an Incentive Option or a Nonqualified Option. As soon as is practical following the grant of an Option, an Option Agreement shall be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option was granted. Each Option Agreement shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable, including, without limitation, the imposition of any rights of first refusal and resale obligations upon any shares of Common Stock acquired pursuant to an Option Agreement. The terms and provisions of each Option Agreement may be different from those contained in each other Option Agreement.

5.2 Exercise Price. The Exercise Price per share of Common Stock covered by each Option shall be determined by the Administrator, subject to the following: (a) the Exercise Price of an Incentive Option and any Nonqualified Option shall not be less than 100% of Fair Market Value on the date that Option is granted, and (b) notwithstanding the foregoing, if the Person to whom an Incentive Option is granted is a 10% Stockholder on the date of grant of such Option, the Exercise Price shall not be less than 110% of Fair Market Value on the date the Option is granted. However, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424 of the Code.

5.3 Payment of Exercise Price. Payment of the Exercise Price shall be made upon exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by payment in or wire transfer of cash or delivery of the Optionee’s check in the amount of the Exercise Price; or, if approved by the Administrator: (a) the surrender of shares of Common Stock owned by the Optionee, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (b) the cancellation of the right to acquire, pursuant to the exercise of the Option, a number of shares having a Fair Market Value equal to the aggregate Exercise Price (a “net exercise”), (c) the cancellation of indebtedness of the Company to the Optionee; (d) the waiver of the right to receive compensation due or accrued to the Optionee for services rendered; (e) a “same day sale” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (f) a “margin” commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the

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Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (f) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable law and approved by the Administrator.

5.4 Term and Termination of Options. The term and provisions for termination of each Option shall be as fixed by the Administrator, but no Option may be exercisable more than ten (10) years after the date it is granted, except that any Incentive Option granted to a person who is a 10% Stockholder on the date of grant shall not be exercisable more than five (5) years after the date it is granted.

5.5 Vesting and Exercise of Options. Each Option shall vest and become exercisable on the date of grant or in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives, as shall be determined by the Administrator.

5.6 Annual Limit on Incentive Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock, with respect to which Incentive Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time by an Optionee during any calendar year, shall not exceed $100,000. If and to the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, because the foregoing limitation is exceeded, it shall to that extent constitute a Nonqualified Option.

5.7 Nontransferability of Options. Except as otherwise provided by the Administrator in an Option Agreement and as permissible under applicable law, no Option shall be assignable or transferable except by will or the laws of descent and distribution, and during the life of the Optionee shall be exercisable only by such Optionee.

5.8 No Rights as Stockholder Prior to Exercise. An Optionee or permitted transferee of an Option shall have no rights or privileges as a stockholder with respect to any shares covered by an Option until such Option has been duly exercised and certificates representing shares purchased upon such exercise have been issued to such Person.

5.9 Unvested Shares. The Administrator shall have the discretion to grant Options which are exercisable for unvested shares of Common Stock. Should the Optionee cease being an employee, an officer or a director of the Company while owning such unvested shares, the Company shall have the right to repurchase, at the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Administrator and set forth in the document evidencing such repurchase right.

6. Restricted Stock

6.1 Issuance and Sale of Restricted Stock. The Administrator shall have the right to sell and issue, pursuant to this Plan, shares of Common Stock subject to such terms, restrictions and conditions as the Administrator may determine at the time of grant (“Restricted Stock”), at a Purchase Price that shall be determined by the Administrator, provided, however, that the Purchase Price applicable to Restricted Stock sold and issued to any Covered Employee shall not be less than Fair Market Value of such Shares at the time of their issuance. Such restrictions and conditions to which Restricted Stock may be subject, may include, but are not limited to, the Participant’s continued employment or service with the Company or any Affiliated Company or the achievement of specified performance goals or objectives.

6.2 Restricted Stock Purchase Agreements. A Participant shall have no rights with respect to the shares of Restricted Stock covered by a Stock Purchase Agreement until the Participant has paid the full Purchase Price to the Company in the manner set forth in Section 6.3 hereof and has executed and delivered to the Company the Stock Purchase Agreement with respect to such shares of Restricted Stock. Each Stock Purchase Agreement shall be in such form, and shall set forth the Purchase Price and such other terms, conditions and restrictions of the Restricted Stock, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. The terms, provisions, restrictions and conditions contained in a Stock Purchase Agreement may be different from the terms, provisions, restrictions and conditions contained in each other Stock Purchase Agreement evidencing rights to Restricted Stock granted under this Plan.

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6.3 Payment of Purchase Price. Subject to any legal restrictions, payment of the Purchase Price may be made, in the discretion of the Administrator, by payment or wire transfer of cash or delivery of a check of the Participant or, with the prior approval of the Administrator: (a) the surrender of shares of Common Stock owned by the Participant, which surrendered shares shall be valued at Fair Market Value as of the date of the acceptance of such shares as payment of the Purchase Price; (b) the cancellation of indebtedness owed by the Company to the Participant; (c) the issuance of the Participant’s promissory note; (d) the waiver of compensation due or accrued to the Participant for services rendered; or (e) any combination of the foregoing methods of payment or any other consideration or method of payment as is permitted by applicable law and approved by the Administrator.

6.4 Rights as a Stockholder. Upon complying with the provisions of Sections 6.2 and 6.3 hereof, a Participant shall have the rights of a stockholder with respect to the Restricted Stock purchased pursuant to a Stock Purchase Agreement, including voting and dividend rights, subject to the terms, restrictions and conditions as are set forth in such Stock Purchase Agreement. Unless the Administrator shall determine otherwise, certificates evidencing shares of Restricted Stock shall remain in the possession of the Company until such shares have vested in accordance with the terms of the Stock Purchase Agreement and shall bear a restrictive legend referencing the Stock Purchase Agreement pursuant to which the Restricted Stock was issued and the restrictions contained therein.

6.5 Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided in the Stock Purchase Agreement. In the event of termination of a Participant’s employment or service as a director of the Company for any reason whatsoever (including death or disability), the Stock Purchase Agreement may provide, in the discretion of the Administrator, that the Company shall have the right, exercisable at the discretion of the Administrator, to repurchase, at the original Purchase Price paid by the holder of such Restricted Stock, any shares of Restricted Stock which have not vested as of the date of termination.

6.6 Vesting of Restricted Stock. Subject to Section 6.5 above, the Stock Purchase Agreement shall specify the date or dates, or the performance goals or objectives which must be achieved, and any other conditions on which the Restricted Stock may vest.

6.7 Dividends. If payment for shares of Restricted Stock is made by promissory note, any cash dividends paid with respect to the Restricted Stock may be applied, in the discretion of the Administrator, to the payment of interest and other amounts payable under and the repayment of the principal of such note.

7. Administration of the Plan

7.1 Administrator. Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may delegate such responsibilities in whole or in part to a committee consisting of two (2) or more members of the Board who are Non-Employee Directors of the Company (the “Committee”). Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. The Board may limit the composition of the Committee to those persons necessary to comply with the requirements of Section 162(m) of the Code and Section 16 of the Exchange Act.

7.2 Powers of the Administrator. In addition to any other powers or authority conferred upon the Administrator elsewhere in this Plan or by law, the Administrator shall have full power and authority: (a) to determine the Persons to whom, and the time or times at which, Incentive Options or Nonqualified Options or rights to purchase Restricted Stock shall be granted, the number of shares to be represented by each Option and the number of shares of Restricted Stock to be offered, and the consideration to be received by the Company upon the exercise of such Options or sale of such Restricted Stock; (b) to interpret the provisions of this Plan; (c) to create, amend or rescind rules and regulations relating to this Plan; (d) to determine the terms, conditions and restrictions contained in, and the form of, Option Agreements and Stock Purchase Agreements; (e) to determine the identity or capacity of any Persons who may be entitled to exercise a Participant’s rights under any Option or Stock Purchase Agreement under the Plan; (f) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Option Agreement or Stock Purchase Agreement; (g) to accelerate the vesting of any Option or release or waive any repurchase rights of the Company with respect to or restrictions on Restricted Stock; (h) to extend the exercise date of any Option or acceptance date of any Restricted Stock; (i) to provide for rights of first refusal and/or repurchase rights; (j) to amend outstanding Option Agreements and Stock Purchase Agreements to provide for, among other things, any change or modification which the Administrator could have included in the original Agreement or in furtherance of the powers provided for

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herein, provided, however, that no such change or modification may adversely affect, in any material respect, the rights of any Participant under his or her Option Agreement or Stock Purchase Agreement; and (k) to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, decision, interpretation or determination made in good faith by the Administrator in the exercise of its authority conferred upon it under the Plan shall be final and binding on the Company and all Participants.

7.3 Limitation on Liability. No employee of the Company or member of the Board or Committee shall be subject to any liability with respect to duties under the Plan unless that Person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board and the Committee, and any employee of the Company with duties under the Plan, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of such Person’s conduct in the performance of duties under the Plan.

8. Change in Control

8.1 Change in Control. In order to preserve a Participant’s rights in the event of a Change in Control of the Company:

(a) Acceleration of Vesting and Lapse of Restrictions. Except as otherwise provide in Paragraph 8.1(b) below, if a Change of Control is consummated, Options that would not otherwise have become vested immediately prior to consummation of such Change in Control shall become fully vested, and any restrictions on Restricted Stock that would not otherwise have lapsed immediately prior to such Change in Control shall lapse, in each case effective immediately prior to consummation of that Change in Control.

(b) Exception to Acceleration Provisions. Notwithstanding Paragraph 8.1(a) above, but subject to Paragraph 8.1(e) below, Options held by employees of the Company or any Subsidiary that have not previously become vested shall not become vested, and restrictions on Restricted Stock held by employees of the Company or any Subsidiary as to which the restrictions have not previously lapsed shall not lapse, by reason of the consummation of a Change in Control if, pursuant to the terms of the definitive agreement providing for consummation of the Change in Control transaction, the Surviving or Acquiring Entity (as the case may be) in such Change in Control transaction, (i) assumes, or agrees to and does issue to such employees Substitute Options for, such outstanding Options, and agrees to and does issue Substitute Restricted Stock in exchange for the cancellation and surrender of the Restricted Stock held by employees of the Company or any Subsidiary, on terms and conditions approved by the Administrator, or (ii) agrees to and does issue, on terms and conditions approved by the Administrator, other incentives in exchange for the Options and Restricted Stock held by employees of the Company or any Subsidiary under a new incentive program (“New Incentives”) that the Administrator, in its sole discretion, determines are of a value that is comparable to the value of the Options and Restricted Stock being exchanged therefor by employees of the Company or any Subsidiary. The foregoing exception shall not, however, apply to Options or Restricted Stock held by any Non-Employee Directors or independent contractors.

(c) Special Vesting Provisions On Assumption or Substitution of Options or Restricted Stock. In the event that the Surviving or Acquiring Entity (as the case may be) in any Change in Control transaction assumes, or issues Substitute Options or New Incentives for, the outstanding Options and Substitute Restricted Stock or New Incentives for the outstanding Restricted Stock, held by employees of the Company, on terms approved by the Administrator, as provided in Paragraph 8.1(b) above, then, the terms governing the vesting of any assumed Options shall be modified to provide, and the terms governing any Substitute Options or Substitute Restricted Stock or New Incentives (as the case may be) shall provide, that any unvested assumed or Substitute Options (as the case may be) held by a Participant shall immediately become fully vested and exercisable, and any restrictions on any Substitute Restricted Stock held by a Participant shall immediately lapse, if there occurs an Involuntary Termination of the Continuous Service of such Participant, in connection with, or on or within twelve (12) months of, the consummation of the Change in Control. Any such accelerated vesting of Options or Substitute Options or lapse of restrictions on Restricted Stock or Substitute Restricted Stock, or of New Incentives (as the case may be), due to an Involuntary Termination of the Continuous Service of a Participant, as provided for in this Paragraph 8.1(c), shall be deemed to have occurred on the day immediately prior to the date of such Involuntary Termination of Continuous Service.

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(d) Net Exercise Provisions. If the terms of an outstanding Option Agreement provide for accelerated vesting, or the Administrator elects to accelerate any outstanding Options in the event of the consummation of a Change in Control, or to the extent that an Option is vested and not yet exercised, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or cancellation and exchange of any or all of such Options for an amount of cash or other property having a value equal to the difference (or “spread”) between: (i) the value of the cash or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control, and (ii) the Exercise Price of the Option.

(e) Discretionary Authority of the Committee. Notwithstanding anything to the contrary that may be contained elsewhere in this Section 8, including in Paragraph 8.1(b), the Administrator shall have the power and authority, in its sole discretion, to accelerate the vesting of any or all of the Options and/or the lapse of the restrictions on any or all of the Restricted Stock even if the Surviving or Acquiring Entity in a Change in Control transaction agrees to assume the Options outstanding under this Plan, or issue Substitute Options or Restricted Stock or New Incentives for the then outstanding Options or Restricted Stock, as contemplated in Paragraph 8.1(b) above. Additionally, the terms and conditions relating to the vesting of Options and the lapse of restrictions on Restricted Stock in the event of the consummation of a Change in Control may vary from Option Agreement to Option Agreement and from Restricted Stock Purchase Agreement to Restricted Stock Purchase Agreement, as the Administrator, in its discretion, deems appropriate. For example, the Administrator, in its discretion, may provide for full acceleration of vesting of Options or of the lapse of restrictions on Restricted Stock in certain Option Agreements or certain Restricted Stock Purchase Agreements and not in others.

(f) Termination of Options on Consummation of Change in Control. Notwithstanding any provision to the contrary that may be contained in this Plan or in any Option Agreement for Options granted under this Plan, all outstanding Options that have not been exercised or deemed exercised at or before the consummation of a Change of Control transaction shall terminate and cease to be exercisable upon consummation of such Change in Control except to the extent that the Options are assumed by the Surviving or Acquiring Entity pursuant to the terms of the Change in Control transaction.

(g) Notice of Change in Control. If the Company enters into a definitive agreement that provides for the consummation of a Change in Control of the Company, the Administrator shall cause written notice of such proposed Change in Control transaction to be given to Participants not less than fifteen (15) days prior to the anticipated effective date of the proposed Change in Control transaction; provided, however, that any delay in giving or any failure to give such notice shall not affect the validity of nor shall it entitle any Participant to obtain a delay or postponement in the consummation of the Change in Control transaction.

8.2 Effect of Abandonment of Change in Control Transaction. Notwithstanding anything to the contrary that may be contained in this Section 8 or elsewhere in this Plan, if pursuant to Paragraph 8.1(a) above or any other provision of this Section 8, an acceleration of the vesting of any Options or the lapse of restrictions on any Restricted Stock occurs or is deemed to have occurred immediately prior to the consummation of a Change in Control, but the Change in Control transaction is terminated or abandoned, for any reason whatsoever, before consummation thereof, then such acceleration of vesting and lapse of restrictions shall be deemed to have not occurred and the vesting schedule for this Option and the schedule for lapse of restrictions on Restricted Stock, as in effect prior to such acceleration, shall be reinstated to the same extent as if no definitive agreement providing for such Change of Control Transaction had ever been entered into by the Company.

9. Amendment and Termination of The Plan

9.1 Amendments. The Administrator or the Board may from time to time alter, amend, suspend or terminate the Plan in such respects as the Administrator or Board may deem advisable. No such alteration, amendment, suspension or termination shall be made which shall substantially and adversely affect or substantially impair the rights of any Participant under an outstanding Option Agreement or Stock Purchase Agreement without such Participant’s consent. The Board also may alter or amend the Plan to comply with requirements under the Code relating to Incentive Options or other types of options which give Optionees more favorable tax treatment than that applicable to Options granted under this Plan as of the date of its adoption. Upon any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment afforded to an Optionee pursuant to such terms and conditions.

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9.2 Plan Termination. Unless the Plan shall theretofore have been terminated, the Plan shall terminate on June 30, 2015 (the “Plan Termination Date”), which Date is less than ten (10) years from the Effective Date and no Options or Restricted Stock may be granted under the Plan after the Plan Termination Date, but Option Agreements and Stock Purchase Agreements then outstanding shall continue thereafter in full force and effect in accordance with their respective terms.

10. Tax Withholding

10.1 Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any applicable Federal, state, and local tax withholding requirements with respect to any Options exercised or Restricted Stock issued under the Plan. To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax rate applicable to such Participant, by (a) directing the Company to apply shares of Common Stock which the Participant would be entitled to receive as a result of the exercise of an Option or as a result of the purchase of or lapse of restrictions on Restricted Stock, or (b) delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of the Participant’s tax withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount of income subject to withholding.

11. Miscellaneous

11.1 Benefits Not Alienable. Except as otherwise provided above in this Plan, or as required by applicable law, benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect.

11.2 No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Participant relating to, or to be consideration for or an inducement to, or a condition of, the employment or retention of the services of any Participant. Nothing contained in the Plan shall be deemed to give to any Participant a right to be retained as an employee or independent contractor of the Company or any Affiliated Company or to interfere with the right of the Company or any Affiliated Company to discharge, or to terminate the engagement of, any Participant at any time.

11.3 Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Option Agreements and Stock Purchase Agreements, except as may otherwise be provided herein, will be used for general corporate purposes.

11.4 Annual Reports. While any Option remains outstanding, the Company will furnish to each Participant that is the holder of an Option, or any permitted assignee thereof, who does not otherwise receive such materials, copies of all reports, proxy statements and other communications that the Company distributes generally to its stockholders.

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EX-10.2

Exhibit 10.2

Option No.            

THE COAST DISTRIBUTION SYSTEM, INC.

FORM OF STOCK OPTION AGREEMENT

Type of Option (check one):  ¨ Incentive                     ¨ Nonqualified

This Stock Option Agreement (the “Agreement”) is entered into as of                     , 200__, by and between THE COAST DISTRIBUTION SYSTEM, INC., a Delaware corporation (the “Company”), and                                          (the “Optionee”) pursuant to and subject to the terms of the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

1. Grant of Option. The Company hereby grants to Optionee an option (the “Option”) to purchase all or any portion of a total of                                          (                    ) shares (the “Shares”) of the Common Stock of the Company at a purchase price of             Dollars ($            ) per share (the “Exercise Price”), subject to the terms and conditions set forth herein and the provisions of the Plan. If the box marked “Incentive” above is checked, then this Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of l986, as amended (the “Code”). If this Option fails in whole or in part to qualify as an incentive stock option, or if the box marked “Nonqualified” is checked, then this Option shall to that extent constitute a nonqualified stock option.

2. Vesting of Option. The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment, as follows:

On or After	This Option shall be Exercisable as to:
, 20	Shares
, 20	an additional                      Shares
, 20	an additional                      Shares
, 20	an additional                      Shares
, 20	an additional                      Shares

No additional Shares shall vest after the date of termination of Optionee’s “Continuous Service” (as defined below), but this Option shall continue to be exercisable in accordance with Section 3 hereof with respect to that number of shares that have vested immediately prior to the termination of Optionee’s Continuous Service.

As used herein, the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies, which is uninterrupted except for vacations, illness (other than permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, (ii) service as a member of the Board of Directors of the Company until Optionee resigns, is removed from office, or Optionee’s term of office expires and he or she is not reelected, or (iii) so long as Optionee is engaged as a Service Provider to the Company or other corporation referred to in clause (i) above. Notwithstanding the foregoing, if the Optionee’s position with the Company or any Subsidiary terminates or ceases, but the Optionee obtains another position with the Company or any Subsidiary, whether as an employee, director or consultant or other service provider, within the succeeding fifteen (15) days, the Optionee’s Continuous Service shall not be deemed to have terminated or ceased and the Option granted hereunder shall not be affected by, this Agreement shall remain in full force and effect notwithstanding, such change in position.

3. Term of Option. The right of the Optionee to exercise this Option shall terminate upon the first to occur of the following:

(a) the expiration of              (    ) years from the date of this Agreement;

(b) the expiration of three (3) months from the date of termination of Optionee’s Continuous Service if such termination occurs for any reason other than permanent disability, death or voluntary resignation; provided, however, that if Optionee dies during such three-month period the provisions of Section 3(e) below shall apply;

(c) the expiration of one (1) month from the date of termination of Optionee’s Continuous Service if such termination occurs due to voluntary resignation and, in such event, Section 3(e) below shall not apply in the event Optionee dies during such one month period;

(d) the expiration of one (1) year from the date of termination of Optionee’s Continuous Service if such termination is due to permanent disability of the Optionee (as defined in Section 22(e)(3) of the Code);

(e) the expiration of one (1) year from the date of termination of Optionee’s Continuous Service if such termination is due to Optionee’s death or if death occurs during either the three-month following termination of Optionee’s Continuous Service pursuant to Section 3(b) above; or

(f) upon the consummation of a “Change in Control” (as defined in Section 2.5 of the Plan), unless such Option is otherwise assumed or replaced with a new option of comparable value or other New Incentives as provided in Section 8 below.

4. Exercise of Option. On or after the vesting of any portion of this Option, in accordance with Sections 2 or 8 hereof, and continuing until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this Option which has vested may be exercised in whole or in part by the Optionee (or, after his or her death, by the person designated in Section 5 below) upon delivery of the following to the Company at its principal executive offices:

(a) a written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased);

(b) a check or cash in the amount of the Exercise Price (or payment of the Exercise Price in such other form of lawful consideration as the Administrator may approve from time to time under the provisions of Section 5.3 of the Plan);

(c) a check or cash in the amount reasonably requested by the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by the Optionee in connection with the exercise of this Option (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee’s wages, bonus or other compensation payable to Optionee, or by the withholding of Shares issuable upon exercise of this Option or the delivery of Shares owned by the Optionee in accordance with Section 10.1 of the Plan, provided such arrangements satisfy the requirements of applicable tax laws); and

(d) a letter, if requested by the Company, in such form and substance as the Company may require, setting forth the investment intent of the Optionee, or person designated in Section 5 below, as the case may be.

5. Death of Optionee; No Assignment. The rights of the Optionee under this Agreement may not be assigned or transferred except by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by such Optionee. Any attempt to sell, pledge, assign, hypothecate, transfer or dispose of this Option in contravention of this Agreement or the Plan shall be void and shall have no effect. If the Optionee’s Continuous Service terminates as a result of his or her death and Optionee’s right to exercise this Option has vested pursuant to Section 2 or Section 8 hereof prior to his or her death, Optionee’s legal representative, his or her legatee, or the person who acquired the right to exercise the vested portion of this Option by reason of the death of the Optionee (individually, a “Successor”) shall succeed to the Optionee’s rights and obligations under this Agreement. After the death of the Optionee, only a Successor may exercise this Option and, then, only as to the portion thereof that vested prior to the death of the Optionee.

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6. Representation of Optionee. Optionee acknowledges receipt of a copy of the Plan and understands that all rights and obligations connected with this Option are set forth in this Agreement and the Plan.

7. Adjustments Upon Changes in Capital Structure. In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, reverse stock split, reclassification, stock dividend or other similar change in the capital structure of the Company, then appropriate adjustment shall be made by the Administrator to the number of Shares subject to the unexercised portion of this Option and to the Exercise Price per share, in order to preserve, as nearly as practical, but not to increase, the benefits of the Optionee under this Option, in accordance with the provisions of Section 4.2 of the Plan.

8. Change in Control. In the event of the consummation of a Change in Control (as defined in Section 2.5 of the Plan):

(a) Except as otherwise provided in Subsection (c) of this Section 8, the right to exercise the Option shall accelerate automatically and vest in full (notwithstanding the provisions of Section 2 above), which acceleration shall be deemed to have become effective immediately prior to the consummation of the Change in Control.

(b) If this Option is or becomes vested immediately prior to the consummation of a Change in Control (whether such vesting occurred pursuant to Section 2 hereof or as a result of acceleration pursuant to Subsection (a) of this Section 8), the Administrator in its discretion may provide, as to the vested portion of this Option, for the cancellation, purchase or exchange of the vested portion of this Option, effective on consummation of such Change in Control transaction, for an amount of cash or other property having a value equal to the difference (or “spread”) between: (x) the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of this Option had this Option been exercised with respect to the Shares subject to the vested portion of this Option immediately prior to the Change in Control, and (y) the aggregate Exercise Price for such Shares.

(c) If this Option is held by an employee of the Company or any Subsidiary thereof, then, notwithstanding Subsection (a) of this Section 8, the vesting of this Option shall not accelerate if either:

(i) this Option (including the unvested portion thereof) is to be assumed by the successor entity or Acquiring Party (as defined in the Plan) or a Substitute Option is to be issued in exchange for this Option by the successor entity or Acquiring Party pursuant to the terms of the Change in Control transaction, or

(ii) the consideration to be received by the stockholders of the Company in connection with the Change in Control does not consist of securities, and this Option (including the unvested portion thereof) is to be replaced by the acquiring or successor entity (or parent thereof) with other incentives of comparable value under a new incentive program (“New Incentives”) containing such terms and provisions as the Administrator in its discretion considers equitable.

(d) If this Option is assumed or a Substitute Option is issued in exchange therefor, or New Incentives are granted in place of this Option, then this Option or the Substitute Option or New Incentives (as the case may be) shall be appropriately adjusted, concurrently with the Change in Control, to apply to the number and class of securities or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of this Option had this Option been exercised immediately prior to the Change in Control, and appropriate adjustment also shall be made to the Exercise Price such that the aggregate Exercise Price of this Option or the Substitute Option or New Incentives (as the case may be) shall remain the same as nearly as practicable.

(e) If the provisions of Subsection 8(c) above apply, then this Option, the Substitute Option or the New Incentives (as the case may be) shall continue to vest in accordance with the provisions of Section 2 hereof and shall continue in effect for the remainder of the term of this Option in accordance with the provisions of Section 3

10.2-3

hereof. Notwithstanding the foregoing, however, in the event an Involuntary Termination (as defined in the Plan) of Optionee’s Continuous Service occurs on, in connection with or within twelve (12) months following, such Change in Control, then vesting of this Option, the Substitute Option or the New Incentives (as the case may be) shall vest automatically in full effective immediately prior to such Involuntary Termination. The provisions of this Section shall not limit the grounds for the dismissal or discharge of Optionee or any other individual in the service of the Company, or the successor entity or Acquiring Party in any such Change in Control.

(f) If the Company enters into a definitive agreement providing for consummation of a Change of Control transaction, then, the Administrator shall cause written notice of the Change in Control transaction to be given to the Optionee not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction, provided, however, that any delay in giving or any failure to give such notice shall not affect the validity of nor shall it entitle the Optionee to obtain a delay or postponement in the consummation of the Change in Control transaction.

(g) Notwithstanding any provision to the contrary that may be contained in this Agreement, this Option shall terminate and cease to be exercisable upon consummation of a Change in Control except to the extent that the Option is assumed by the successor entity or Acquiring Party (as defined in the Plan) pursuant to the terms of the Change in Control transaction.

(h) Notwithstanding anything to the contrary that may be contained in this Section 8 or elsewhere in this Agreement, if an acceleration of the vesting of this Option occurs immediately prior to the consummation of a Change in Control, pursuant to Subsection 8(a) above, but the Change in Control transaction is terminated or abandoned, for any reason whatsoever, before consummation thereof, then such acceleration of vesting shall be deemed to have not occurred and the vesting schedule for this Option, as in effect prior to such acceleration, shall be reinstated.

9. No Employment Contract Created. Neither the granting of this Option nor the exercise hereof shall be construed as granting to the Optionee any right with respect to continuance of employment by the Company or any of its subsidiaries. The right of the Company or any of its subsidiaries to terminate at will the Optionee’s employment at any time (whether by dismissal, discharge or otherwise), with or without cause, is specifically reserved.

10. Rights as Stockholder. The Optionee (or transferee of this option by will or by the laws of descent and distribution) shall have no rights as a stockholder with respect to any Shares covered by this Option until such person has duly exercised this Option, paid the Exercise Price and become a holder of record of the Shares purchased.

11. “Market Stand-Off” Agreement. Optionee agrees that, if requested by the Company or the managing underwriter of any proposed public offering of the Company’s securities, Optionee will not sell or otherwise transfer or dispose of any Shares held by Optionee without the prior written consent of the Company or such underwriter, as the case may be, during such period of time, not to exceed 180 days following the effective date of the registration statement filed by the Company with respect to such offering, as the Company or the underwriter may specify.

12. Notice of Disqualifying Disposition. To obtain certain tax benefits afforded to Incentive Options, an Optionee must hold the shares issued upon the exercise of an Incentive Option for two years after the date of grant of the Option and one year from the date of exercise. By executing this Agreement, Optionee hereby agrees to promptly notify the Company’s Chief Financial Officer of any disposition of Shares within one year from the date this Option is exercised or within two years of the date of grant of this Option.

13. Interpretation. This Option is granted pursuant to the terms of the Plan, and shall in all respects be interpreted in accordance therewith. The Administrator shall interpret and construe this Option and the Plan, and any action, decision, interpretation or determination made in good faith by the Administrator shall be final and binding on the Company and the Optionee. As used in this Agreement, the term “Administrator” shall refer to the committee of the Board of Directors of the Company appointed to administer the Plan, and if no such committee has been appointed, the term Administrator shall mean the Board of Directors.

14. Limitation of Liability for Nonissuance. During the term of the Plan, the Company agrees at all times to reserve and keep available, and to use its reasonable best efforts to obtain from any regulatory body having jurisdiction any requisite authority in order to issue and sell, such number of shares of its Common Stock as shall be sufficient to satisfy its obligations hereunder and the requirements of the Plan. Inability of the Company to obtain, from

10.2-4

any regulatory body having jurisdiction, authority deemed by the Company’s counsel to be necessary for the lawful issuance and sale of any shares of its Common Stock hereunder and under the Plan shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained.

15. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally or three (3) days after being deposited in the United States mail, as certified or registered mail, with postage prepaid, (or by such other method as the Administrator may from time to time deem appropriate), and addressed, if to the Company, at its principal place of business, Attention: the Chief Financial Officer, and if to the Optionee, at his or her most recent address as shown in the employment or stock records of the Company.

16. Governing Law. The validity, construction, interpretation, and effect of this Option shall be governed by and determined in accordance with the laws of the State of California except for matters related to corporate law, in which case the provisions of the Delaware General Corporation Law shall govern.

17. Severability. Should any provision or portion of this Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.

18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument.

[Signature Page Follows]

10.2-5

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

THE COAST DISTRIBUTION SYSTEM, INC.	OPTIONEE
a Delaware corporation
By:
	(Signature)
Name:
	(Type or print name)
Its:	Address:
(Title)

10.2-6

EX-10.3

Exhibit 10.3

THE COAST DISTRIBUTION SYSTEM, INC.

FORM OF RESTRICTED STOCK PURCHASE AGREEMENT

UNDER

2005 STOCK INCENTIVE PLAN

THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of             , 200_ by and between                      (hereinafter referred to as “Purchaser”), and THE COAST DISTRIBUTION SYSTEM, INC., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

R E C I T A L S:

A. Purchaser is an employee, director, consultant or other Service Provider, and in connection therewith has rendered services for and on behalf of the Company.

B. The Company desires to issue shares of common stock to Purchaser to provide an incentive for Purchaser to remain in the continuous service of the Company and to exert added effort towards its growth and success.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties agree as follows:

1. Issuance of Shares. The Company hereby offers to issue to Purchaser an aggregate of                      (            ) shares of Common Stock of the Company (the “Shares”) on the terms and conditions herein set forth. Unless this offer is earlier revoked in writing by the Company, Purchaser shall have ten (10) days from the date of the delivery of this Agreement to Purchaser to accept the offer of the Company by executing and delivering to the Company two copies of this Agreement, without condition or reservation of any kind whatsoever, together with the consideration to be delivered by Purchaser pursuant to Section 2 below.

2. Consideration. The purchase price for the Shares shall be $             per share (the “Purchase Price”), or $             in the aggregate. Any purchase price more than zero shall be paid by the delivery of Purchaser’s check payable to the Company (or in such other form of lawful consideration as the Administrator may approve from time to time under the provisions of Section 6.3 of the Plan).

3. Vesting of Shares.

3.1 Vesting of Shares. [Check Appropriate Box]

¨ (a) Time Vesting. Subject to Section 3(b) below, the Shares acquired hereunder shall vest and become “Vested Shares” as to     % of the Shares on the first anniversary of the “Vesting Commencement Date,” and thereafter, the balance of the Shares shall become Vested Shares in a series of              (    ) successive equal [monthly] [annual] installments for each full month of “Continuous Service” provided by the Purchaser, such that 100% of the Shares shall be Vested Shares on the              (    ) anniversary of the “Vesting Commencement Date.” Shares which have not yet become vested are herein called “Unvested Shares.” No additional shares shall vest after the date of termination of Purchaser’s Continuous Service. For these purposes, the “Vesting Commencement Date” shall be                     .

[or]

¨ (a) Performance Vesting. Subject to Section 3.2 below, the Shares acquired hereunder shall vest and become “Vested Shares” upon achievement of the performance goals set forth in Exhibit A hereto, the terms and provisions of which are, by this reference, incorporated into and made an integral part of this Section 3.

10.3-1

As used herein, the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by any successor entity following a Change in Control, which is uninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, (ii) service as a member of the Board of Directors of the Company until Purchaser resigns, is removed from office, or Purchaser’s term of office expires and he or she is not reelected, or (iii) so long as Purchaser is engaged as a Service Provider to the Company or other corporation referred to in clause (i) above.

(b) Notwithstanding Section 3(a), if Purchaser holds Shares at the time a Change in Control (as defined in Section 2.5 of the Plan) is consummated, all Repurchase Rights shall automatically terminate immediately prior to the consummation of such Change in Control and the Shares subject to those terminated Repurchase Rights shall immediately vest in full except to the extent that this Agreement is continued, assumed, or substituted for by the acquiring or successor entity (or parent thereof) in connection with such Change in Control. Notwithstanding the foregoing sentence, if pursuant to a Change in Control the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (with appropriate adjustments as to the number and kind of shares and the purchase price), then the Repurchase Rights shall not terminate and vesting of the Shares shall not accelerate in connection with such Change in Control; provided, however, if Purchaser’s Continuous Service is terminated pursuant to an Involuntary Termination (as defined below) within twelve (12) months following such Change in Control, all Repurchase Rights shall terminate and vesting of the Shares or any substituted shares shall accelerate in full automatically effective upon such Involuntary Termination.

(c) For purposes of Section 3(b), the following terms shall have the meanings set forth below:

(i) “Involuntary Termination” shall mean the termination of Purchaser’s Continuous Service by reason of:

(A) Purchaser’s involuntary dismissal or discharge by the Company, or by the acquiring or successor entity (or parent or any subsidiary thereof employing the Purchaser) for reasons other than Misconduct (as defined below), or

(B) Purchaser’s voluntary resignation following (x) a change in Purchaser’s position with the Company, the acquiring or successor entity (or parent or any subsidiary thereof) which materially reduces Purchaser’s duties and responsibilities or the level of management to which Purchaser reports, (y) a reduction in Purchaser’s level of compensation (including base salary, fringe benefits and target bonus under any performance based bonus or incentive programs) by more than ten percent (10%), or (z) a relocation of Purchaser’s principal place of employment by more than thirty (30) miles, provided and only if such change, reduction or relocation is effected without Purchaser’s written consent.

(ii) “Misconduct” shall mean (A) the commission of any act of fraud, embezzlement or dishonesty by Purchaser which materially and adversely affects the business of the Company, the acquiring or successor entity (or parent or any subsidiary thereof), (B) any unauthorized use or disclosure by Purchaser of confidential information or trade secrets of the Company, the acquiring or successor entity (or parent or any subsidiary thereof), (C) the continued refusal or omission by the Purchaser to perform any material duties required of him if such duties are consistent with duties customary for the position held with the Company, the acquiring or successor entity (or parent or any subsidiary thereof), (D) any material act or omission by the Purchaser involving malfeasance or gross negligence in the performance of Purchaser’s duties to, or material deviation from any of the policies or directives of, the Company or the acquiring or successor entity (or parent or any subsidiary thereof), (E) conduct on the part of Purchaser which constitutes the breach of any statutory or common law duty of loyalty to the Company, the acquiring or successor entity (or parent or any subsidiary thereof), or (F) any illegal act by Purchaser which materially and adversely affects the business of the Company, the acquiring or successor entity (or parent or any subsidiary thereof), or any felony committed by Purchaser, as evidenced by conviction thereof. The provisions of this Section shall not limit the grounds for the dismissal or discharge of Purchaser or any other individual in the service of the Company, the acquiring or successor entity (or parent or any subsidiary thereof).

10.3-2

If the Repurchase Rights automatically terminate in accordance with the provisions of this Section 3(b), then the Administrator shall cause written notice of the Change in Control transaction to be given to Purchaser not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction

(d) Notwithstanding anything to the contrary that may be contained in Section 3(b) hereof or elsewhere in this Agreement, if a termination of the Repurchase Rights applicable to the Shares and a vesting in full of the Shares are deemed to have occurred immediately prior to the consummation of a Change in Control, as provided in Section 3(b) above, but the Change in Control transaction is terminated or abandoned, for any reason whatsoever, before consummation thereof, then such termination of the Repurchase Rights and such acceleration of vesting shall be deemed to have not occurred and the vesting schedule under this Agreement with respect to the termination of the Repurchase Rights, as in effect prior to such deemed termination, shall be reinstated to the same extent as if no Change in Control had occurred.

4. Reconveyance Upon Termination of Service.

(a) Repurchase Right. The Company shall have the right (but not the obligation) to repurchase (the “Repurchase Right”) all or any part of the Unvested Shares in the event that the Purchaser’s Continuous Service terminates for any reason. Upon exercise of the Repurchase Right, the Purchaser shall be obligated to sell his or her Unvested Shares to the Company, as provided in this Section 4.

(b) Consideration for Repurchase Right. The repurchase price of the Unvested Shares (the “Repurchase Price”) shall be equal to the Purchase Price of such Unvested Shares.

(c) Procedure for Exercise of Reconveyance Option. For sixty (60) days after the Termination Date or other event described in this Section 4, the Company may exercise the Repurchase Right by giving Purchaser and/or any other person obligated to sell written notice of the number of Unvested Shares which the Company desires to purchase. The Repurchase Price for the Unvested Shares shall be payable, at the option of the Company, by check or by cancellation of all or a portion of any outstanding indebtedness of Purchaser to the Company, or by any combination thereof.

(d) Notification and Settlement. In the event that the Company has elected to exercise the Repurchase Right as to part or all of the Unvested Shares within the period described above, Purchaser or such other person shall deliver to the Company certificate(s) representing the Unvested Shares to be acquired by the Company within thirty (30) days following the date of the notice from the Company. The Company shall deliver to Purchaser, against delivery of the Unvested Shares, checks of the Company payable to Purchaser and/or any other person obligated to transfer the Unvested Shares in the aggregate amount of the Repurchase Price to be paid as set forth in paragraph 4(b) above.

(e) Deposit of Unvested Shares. Purchaser shall deposit with the Company certificates representing the Unvested Shares, together with a duly executed stock assignment separate from certificate in blank, which shall be held by the Secretary of the Company. Purchaser shall be entitled to vote and to receive dividends and distributions on all such deposited Unvested Shares.

(f) Termination. The provisions of this Section 4 shall automatically terminate, and the Shares shall not be subject to the Repurchase Right (and thus shall become Vested Shares), in accordance with Section 3(b) above.

(g) Assignment. The Company may assign its Repurchase Right under this Section 4 without the consent of the Purchaser.

5. Restrictions on Unvested Shares. Unvested Shares may not be sold, transferred, pledged, or otherwise disposed of, except that such Unvested Shares may be transferred to a trust established for the sole benefit of the Purchaser and/or his or her spouse, children or grandchildren. Any Unvested Shares that are transferred as provided herein remain subject to the terms and conditions of this Agreement.

10.3-3

6. Adjustments Upon Changes in Capital Structure. In the event that the outstanding Shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, combination of shares, reclassification, stock dividend, or other change in the capital structure of the Company, then Purchaser shall be entitled to new or additional or different shares of stock or securities, in order to preserve, as nearly as practical, but not to increase, the benefits of Purchaser under this Agreement, in accordance with the provisions of Section 4.2 of the Plan. Such new, additional or different shares shall be deemed “Shares” for purposes of this Agreement and subject to all of the terms and conditions hereof.

7. Shares Free and Clear. All Shares purchased by the Company pursuant to this Agreement shall be delivered by Purchaser free and clear of all claims, liens and encumbrances of every nature (except the provisions of this Agreement and any conditions concerning the Shares relating to compliance with applicable federal or state securities laws), and the purchaser thereof shall acquire full and complete title and right to all of such Shares, free and clear of any claims, liens and encumbrances of every nature (again, except for the provisions of this Agreement and such securities laws).

8. Limitation of Company’s Liability for Nonissuance; Unpermitted Transfers.

(a) The Company agrees to use its reasonable best efforts to obtain from any applicable regulatory agency such authority or approval as may be required in order to issue and sell the Shares to Purchaser pursuant to this Agreement. The inability of the Company to obtain, from any such regulatory agency, authority or approval deemed by the Company’s counsel to be necessary for the lawful issuance and sale of the Shares hereunder and under the Plan shall relieve the Company of any liability in respect of the nonissuance or sale of such Shares as to which such requisite authority or approval shall not have been obtained.

(b) The Company shall not be required to: (i) transfer on its books any Shares of the Company which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

9. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally or three (3) days after being deposited in the United States mail, as certified or registered mail, with postage prepaid, (or by such other method as the Administrator may from time to time deem appropriate), and addressed, if to the Company, at its principal place of business, Attention: the Chief Financial Officer, and if to the Purchaser, at his or her most recent address as shown in the employment or stock records of the Company.

10. Binding Obligations. All covenants and agreements herein contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the parties hereto and their permitted successors and assigns.

11. Captions and Section Headings. Captions and section headings used herein are for convenience only, and are not part of this Agreement and shall not be used in construing it.

12. Amendment. This Agreement may not be amended, waived, discharged, or terminated other than by written agreement of the parties.

13. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous written or oral agreements and understandings of the parties, either express or implied.

14. Assignment. Purchaser shall have no right, without the prior written consent of the Company, to (i) sell, assign, mortgage, pledge or otherwise transfer any interest or right created hereby, or (ii) delegate his or her duties or obligations under this Agreement. This Agreement is made solely for the benefit of the parties hereto, and no other person, partnership, association or corporation shall acquire or have any right under or by virtue of this Agreement.

10.3-4

15. Severability. Should any provision or portion of this Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.

16. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement and any party hereto may execute this Agreement by signing any such counterpart. This Agreement shall be binding upon Purchaser and the Company at such time as the Agreement, in counterpart or otherwise, is executed by Purchaser and the Company.

17. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of California without reference to choice of law principles, as to all matters, including, but not limited to, matters of validity, construction, effect or performance.

18. No Agreement to Employ. Nothing in this Agreement shall affect any right with respect to continuance of employment by the Company or any of its subsidiaries. The right of the Company or any of its subsidiaries to terminate at will the Purchaser’s employment at any time (whether by dismissal, discharge or otherwise), with or without cause, is specifically reserved, subject to any other written employment agreement to which the Company and Purchaser may be a party.

19. “Market Stand-Off” Agreement. Purchaser agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Purchaser will not sell or otherwise dispose of any Purchased Shares without the prior written consent of the Company or such underwriters, as the case may be, for a period of time (not to exceed 180 days) from the effective date of such registration as the Company or the underwriters may specify.

20. Tax Elections. Purchaser understands that Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of the acquisition of the Shares. Purchaser acknowledges that Purchaser has considered the advisability of all tax elections in connection with the purchase of the Shares, including the making of an election under Section 83(b) under the Internal Revenue Code of 1986, as amended (“Code”); Purchaser further acknowledges that the Company has no responsibility for the making of such Section 83(b) election. In the event Purchaser determines to make a Section 83(b) election, Purchaser agrees to timely provide a copy of the election to the Company as required under the Code.

21. Attorneys’ Fees. If any party shall bring an action in law or equity against another to enforce or interpret any of the terms, covenants and provisions of this Agreement, the prevailing party in such action shall be entitled to recover reasonable attorneys’ fees and costs.

[Signature Page Follows]

10.3-5

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

THE COMPANY:	PURCHASER:
THE COAST DISTRIBUTION SYSTEM, INC.
By:
Name:
	(Print Name)
Title:	Address:

10.3-6

EXHIBIT A

PERFORMANCE GOALS

Upon the Attainment of the following Performance Goals	Shares that become Vested Shares
[Performance Goal]	(            ) Shares
[Performance Goal]	(            ) Shares
[Performance Goal]	(            ) Shares
[Performance Goal]	(            ) Shares

10.3-1

CONSENT AND RATIFICATION OF SPOUSE

The undersigned, the spouse of                                         , a party to the attached Restricted Stock Purchase Agreement (the “Agreement”), dated as of                             , hereby consents to the execution of said Agreement by such party; and ratifies, approves, confirms and adopts said Agreement, and agrees to be bound by each and every term and condition thereof as if the undersigned had been a signatory to said Agreement, with respect to the Shares (as defined in the Agreement) which are the subject of said Agreement in which the undersigned has an interest, including any community property interest therein.

I also acknowledge that I have been advised to obtain independent counsel to represent my interests with respect to this Agreement but that I have declined to do so and I hereby expressly waive my right to such independent counsel.

Date:
	(Signature)
	(Print Name)
	(Print Name of Spouse that is a party to this Agreement)

10.3-2

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 6, 2006, accompanying the consolidated financial statements and schedule of The Coast Distribution System, Inc. included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. We hereby consent to the incorporation by reference of said report in the Company’s Registration Statement on Form S-8.

/s/ GRANT THORNTON LLP

San Jose, California

August 21, 2006

23.2-1