SAFEGUARD SCIENTIFICS INC
FORM OF DIRECTORS' STOCK OPTION GRANT CERTIFICATE
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<TYPE>EX-10.3
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<FILENAME>w68353exv10w3.htm
<DESCRIPTION>FORM OF DIRECTORS' STOCK OPTION GRANT CERTIFICATE
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<P align="right" style="font-size: 10pt"><B>Exhibit&nbsp;10.3</B>



<P align="center" style="font-size: 10pt"><IMG src="w68353w6835300.gif" alt="(SAFEGUARD SCIENTIFICS, INC. LOGO)">



<P align="left" style="font-size: 10pt">Safeguard Scientifics, Inc., a Pennsylvania corporation (the &#147;Company&#148;), hereby
grants to the grantee named below (&#147;Grantee&#148;) an option (this &#147;Option&#148;) to
purchase the total number of shares shown below of Common Stock of the Company
(the &#147;Shares&#148;) at the exercise price per share set forth below, subject to all
of the terms and conditions on the reverse side of this Stock Option Grant
Certificate and the _____ Equity Compensation Plan (the &#147;Plan&#148;). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to them in the Plan. The terms and conditions set forth on the
reverse side hereof and the terms and conditions of the Plan are incorporated
herein by reference. This Stock Option Grant Certificate shall constitute the
&#147;Agreement&#148; for this Option as such term is used in the Plan.


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="49%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Grant Date:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Type of Option:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Nonqualified Stock Option</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Shares Subject to Option:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exercise Price Per Share:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$<U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Term of Option:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>years</TD>
</TR>

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<P align="left" style="font-size: 10pt">Shares subject to issuance under this Option will vest as follows:
________________; provided, however, if Grantee&#146;s service terminates prior to
the date this option would otherwise become fully vested as a result of (i)
death, (ii)&nbsp;permanent disability, (iii)&nbsp;retirement on or
after his or her 65<SUP>th</SUp>
birthday, (iv)&nbsp;upon the occurrence of a Reorganization or Change of Control (as
defined in the Plan) or (v)&nbsp;not being nominated by the Corporate Governance
Committee for re-election to the Company&#146;s Board of Directors if the
Compensation Committee has determined that the Grantee is a Retiring Director,
this option will be deemed fully vested as of the date of such termination of
service.



<P align="left" style="font-size: 10pt">In witness whereof, this Stock Option Grant Certificate has been executed by the
Company by a duly authorized officer as of the date specified hereon.



<P align="left" style="font-size: 10pt">Safeguard Scientifics, Inc.



<P align="left" style="font-size: 10pt">By: <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>


<P align="left" style="font-size: 10pt"><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U><U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U>


<P align="left" style="font-size: 10pt">Grantee hereby acknowledges receipt of a copy of the Plan, represents that
Grantee has read the Plan and understands the terms and provisions of the Plan,
and accepts this Option subject to all the terms and conditions of the Plan and
this Stock Option Grant Certificate. Grantee acknowledges that the grant and
exercise of this Option, and the sale of Shares obtained through the exercise of
this Option, may have tax implications that could result in adverse tax
consequences to the Grantee and that Grantee is not relying on the Company for
any tax, financial or legal advice and will consult a tax adviser prior to such
exercise or disposition.




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<P align="left" style="font-size: 10pt">1. Option Expiration. The Option shall automatically terminate upon the
happening of the first of the following events:



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;the expiration of the 90-day period after the Grantee ceases to be
employed by, or providing services to, the Company, if the termination is for
any reason other than disability (as defined in the Plan), death, cause (as
defined in the Plan), retirement as provided herein, or not being nominated for
re-election to the Company&#146;s Board of Directors by the Corporate Governance
Committee if the Compensation Committee has determined that the Grantee is a
Retiring Director;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;the expiration of the one-year period after the Grantee ceases to be
employed by, or providing services to, the Company on account of the Grantee&#146;s
disability;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;the expiration of the one-year period after the Grantee ceases to be
employed by, or providing services to, the Company if the Grantee dies while
employed by the Company or within three months after the Grantee ceases to be
so employed or provide such services on account of a termination described in
subparagraph (a)&nbsp;above;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;the expiration of the one-year period after the Grantee&#146;s employment
or service terminates as a result of retirement on or after the Grantee&#146;s
sixty-fifth birthday, or after such earlier date as may be determined by the
Committee, in its sole discretion, to be warranted given the particular
circumstances surrounding the earlier termination of the Grantee&#146;s employment
or service;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;the expiration of the two-year period after the Grantee&#146;s service on
the Company&#146;s Board of Directors terminates as a result of not being nominated
by the Corporate Governance Committee for re-election to the Company&#146;s Board of
Directors if the Compensation Committee has determined that the Grantee is a
Retiring Director;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;the date on which the Grantee ceases to be employed by, or providing
services to, the Company for cause; or


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, in no event may the Option be exercised
after the expiration of the Term of Option specified on the reverse side. Any
portion of the Option that is not vested at the time the Grantee ceases to be
employed by, or providing service to, the Company shall immediately terminate.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event a Grantee ceases to be employed by, or providing service to,
the Company for cause, the Grantee shall automatically forfeit all shares
underlying any exercised portion of an Option for which the Company has not yet
delivered the share certificates upon refund by the Company of the exercise
price paid by the Grantee for such shares.


<P align="left" style="font-size: 10pt">2. Exercise Procedures.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Subject to the provisions of this Stock Option Grant Certificate and
the Plan, the Grantee may exercise part or all of the vested Option by giving
the Company written notice of intent to exercise in the manner provided in
Paragraph&nbsp;11 below, specifying the number of Shares as to which the Option is
to be exercised. On the delivery date, the Grantee shall pay the exercise
price (i)&nbsp;in cash, (ii)&nbsp;by delivering Shares of the Company (duly endorsed for
transfer or accompanied by stock powers signed in blank) which shall be valued
at their fair market value on the date of delivery, or (iii)&nbsp;by such other
method as the Committee may approve, including payment through a broker in
accordance with procedures permitted by Regulation&nbsp;T of the Federal Reserve
Board. The Committee may impose from time to time such limitations as it deems
appropriate on the use of Shares of the Company to exercise the Option.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the
Committee, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The
Company may require that the Grantee (or other person exercising the Option
after the Grantee&#146;s death) represent that the Grantee is purchasing Shares for
the Grantee&#146;s own account and not with a view to or for sale in connection with
any distribution of the Shares, or such other representation as the Board deems
appropriate. All obligations of the Company under this Stock Option Grant
Certificate shall be subject to the rights of the Company as set forth in the
Plan to withhold amounts required to be withheld for any taxes, if applicable.
Subject to Committee approval, the Grantee may elect to satisfy any income tax
withholding obligation of the Company with respect to the Option by having
Shares withheld up to an amount that does not exceed the maximum marginal tax
rate for federal (including FICA), state and local tax liabilities.


<P align="left" style="font-size: 10pt">3. Change of Control. The provisions of the Plan applicable to a Change of
Control shall apply to the Option, and, in the event of a Change of Control,
the Board may take such actions as it deems appropriate pursuant to the Plan.



<P align="left" style="font-size: 10pt">4. Restrictions on Exercise. Only the Grantee may exercise the Option during
the Grantee&#146;s lifetime. After the Grantee&#146;s death, the Option shall be
exercisable (subject to the limitations specified in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right
to exercise the Option by will or by the laws of descent and distribution, to
the extent that the Option is exercisable pursuant to this Stock Option Grant
Certificate. Notwithstanding the foregoing, the Committee may provide, at or
after grant, that a Grantee may transfer non-qualified stock options pursuant
to a domestic relations order or to family members or other persons or entities
on such terms as the Committee may determine.



<P align="left" style="font-size: 10pt">5. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan,
the terms of which are incorporated herein by reference, and in all respects
shall be interpreted in accordance with the Plan. The grant and exercise of
the Option are subject to the provisions of the Plan and to interpretations,
regulations and determinations concerning the Plan established from time to
time by the Committee in accordance with the provisions of the Plan, including,
but not limited to, provisions pertaining to (i)&nbsp;rights and obligations with
respect to withholding taxes, (ii)&nbsp;the registration, qualification or listing
of the Shares, (iii)&nbsp;capital or other changes of the Company, and (iv)&nbsp;other
requirements of applicable law. The Committee shall have the authority to
interpret and construe the Option pursuant to the terms of the Plan, and its
decisions shall be conclusive as to any questions arising hereunder.
<P align="left" style="font-size: 10pt">
6. No Employment Rights. The grant of the Option shall not confer upon the
Grantee any right to be retained by or in the employ of the Company and shall
not interfere in any way with the right of the Company to terminate the
Grantee&#146;s employment or service at any time. The right of the Company to
terminate at will the Grantee&#146;s employment or service at any time for any
reason is specifically reserved. No policies, procedures or statements of any
nature by or on behalf of the Company (whether written or oral, and whether or
not contained in any formal employee manual or handbook) shall be construed to
modify this Grant Letter or to create express or implied obligations to the
Grantee of any nature.



<P align="left" style="font-size: 10pt">7. No Stockholder Rights. Neither the Grantee, nor any person entitled to
exercise the Grantee&#146;s rights in the event of the Grantee&#146;s death, shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option until certificates for Shares have been issued upon the
exercise of the Option.



<P align="left" style="font-size: 10pt">8. No Disclosure. The Grantee acknowledges that the Company has no duty to
disclose to the Grantee any material information regarding the business of the
Company or affecting the value of the Shares before or at the time of a
termination of the Grantee&#146;s employment, including without limitation any plans
regarding a public offering or merger involving the Company.



<P align="left" style="font-size: 10pt">9. Assignment and Transfers. The rights and interests of the Grantee under
this Stock Option Grant Certificate may not be sold, assigned, encumbered or
otherwise transferred except, in the event of the death of the Grantee, by will
or by the laws of descent and distribution. In the event of any attempt by the
Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the
Option or any right hereunder, except as provided for in this Stock Option
Grant Certificate, or in the event of the levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company may
terminate the Option by notice to the Grantee, and the Option and all rights
hereunder shall thereupon become null and void. The rights and protections of
the Company hereunder shall extend to any successors or assigns of the Company
and to the Company&#146;s parents, subsidiaries, and affiliates. This Stock Option
Grant Certificate may be assigned by the Company without the Grantee&#146;s consent.



<P align="left" style="font-size: 10pt">10. Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and determined in accordance with the laws
of the Commonwealth of Pennsylvania.



<P align="left" style="font-size: 10pt">11. Notice. Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the Chief Financial Officer at the
Company&#146;s headquarters and any notice to the Grantee shall be addressed to such
Grantee at the current address shown on the payroll of the Company, or to such
other address as the Grantee may designate to the Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly
sealed envelope addressed as stated above, registered and deposited, postage
prepaid, in a post office regularly maintained by the United States Postal
Service.




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