DYNAMEX INC
AMENDED/RESTATED 1996 STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.3
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<FILENAME>d92976ex10-3.txt
<DESCRIPTION>AMENDED/RESTATED 1996 STOCK OPTION PLAN
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                                                                   EXHIBIT 10.3


            DYNAMEX INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN




                                    SECTION 1
                                     PURPOSE

         The purposes of this Dynamex Inc. Amended and Restated 1996 Stock
Option Plan (this "Plan") are to attract and retain the best available employees
and directors of Dynamex Inc. (the "Company") and any Parent or Subsidiary of
the Company (each as hereinafter defined), to provide additional incentive to
such persons and to promote the success of the business of the Company. This
Plan is intended to comply with Rule 16b-3 under Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any successor
provision ("Rule 16b-3"), and this Plan shall be construed, interpreted and
administered to so comply. This Plan amends and restates the Dynamex Inc.1996
Stock Option Plan.

                                    SECTION 2
                                OTHER DEFINITIONS

         As used in this Plan:

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Committee" means the Compensation Committee or other committee
appointed by the Board, which shall consist of two or more directors, each of
whom shall be a "disinterested person" within the meaning of Rule 16b-3(c) under
the Exchange Act, or any successor provision.

         "Common Stock" means the Common Stock, $.01 par value, of the Company.

         "Effective Date" means June 5, 1996.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "Fair Market Value" means, with respect to the Common Stock and at any
date, (i) the reported closing price of such stock on the New York Stock
Exchange or other established stock exchange or the Nasdaq National Market
System on such date, or if no sale of such stock shall have been made on such an
exchange or the Nasdaq National Market System on that date, on the preceding
date on which there was such a sale, (ii) if such stock is not then listed on
such an exchange or quoted on the Nasdaq National Market System, the average of
the closing bid and asked prices per share for such stock in the
over-the-counter market as quoted on the National Association of Securities
Dealers, Inc. Automated Quotation System ("Nasdaq") on such date, or (iii) if
such stock is not then listed on such an exchange or quoted on Nasdaq or the
Nasdaq




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National Market System, an amount determined in good faith by the Committee in
its sole discretion.

         "Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under this Plan which is intended to meet the
requirements of Section 422 of the Code or any successor provision.

         "Non-Employee Director" means a director of the Company who is not an
employee of the Company or any parent or Subsidiary of the Company.

         "Non-Qualified Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant under this Plan which is not intended to
be an Incentive Stock Option.

         "Option" means an Incentive Stock Option or a Non-Qualified Stock
Option.

         "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

         "Participant" means a person selected by the Committee to receive an
award under this Plan and Non-Employee Directors.

         "Restricted Stock" means Common Stock awarded to a Participant subject
to restrictions pursuant to the Plan.

         "Restricted Stock Grant" means an award of shares of Restricted Stock.

         "Section 16 Participant" means a Participant subject to Section 16 of
the Exchange Act.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.


                                    SECTION 3
                                 ADMINISTRATION

         (a) Committee Authority; Delegation. This Plan shall be administered by
the Committee. Among other things, the Committee shall have authority, subject
to the terms of this Plan (including, without limitation, the provisions
governing participation in this Plan by Non-Employee Directors), to grant awards
under this Plan and to determine the individuals to whom and the time or times
at which awards may be granted, the type(s) of award(s) to be granted to such
individuals pursuant to this Plan and the terms and conditions of such awards.
All administrative powers may be delegated by the Committee, except where (i)
such powers with respect to the selection of and determination of awards for
Section 16 Participants are required to be exercised by the Committee in order
to enable this Plan to qualify for the exemption provided




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by Rule 16b-3 or (ii) such delegation would cause the benefits under this Plan
to "covered employees" within the meaning of Section 162(m) of the Code to not
qualify as performance-based compensation within the meaning of Section 162(m)
of the Code and applicable interpretive authority thereunder.

         (b) Actions of Committee. Subject to the provisions of Section 10(e)
hereof, the Committee shall have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation of this
Plan as it shall from time to time consider advisable, to interpret the
provisions of this Plan and any Option Agreement or Restricted Stock Agreement
(each as hereinafter defined), and to decide all disputes arising in connection
with this Plan. The Committee's decisions and interpretations shall be final and
binding. Any action of the Committee with respect to the administration of this
Plan shall be taken pursuant to a majority vote or by the unanimous written
consent of its members.

         (c) Indemnification. The Company shall indemnify and hold harmless each
director of the Company and each Committee member for any action or
determination made in good faith with respect to this Plan or any Option
Agreement or Restricted Stock Agreement.


                                    SECTION 4
                                   ELIGIBILITY

         The following individuals shall be eligible to receive awards pursuant
to this Plan as follows:

         (a) Any employee (including any officer or director who is an employee)
of the Company or any Parent or Subsidiary of the Company shall be eligible to
receive Incentive Stock Options under this Plan. Any employee (including any
officer or director who is an employee) of the Company or any Parent, Subsidiary
or other affiliate of the Company shall be eligible to receive Non-Qualified
Stock Options and Restricted Stock Grants under this Plan. Eligible employees
may receive more than one Option or Restricted Stock Grant under this Plan.

         (b) Any Non-Employee Director of the Company shall be eligible to
receive Options and Restricted Stock Grants only as set forth in Section 8
hereof.


                                    SECTION 5
                         STOCK AVAILABLE UNDER THIS PLAN

         (a) Number of Shares Available. Subject to any adjustments made
pursuant to Section 5(b) hereof, the aggregate number of shares of Common Stock
that may be delivered pursuant to the exercise of all Options granted and
pursuant to all Restricted Stock Grants awarded under this Plan shall be
1,100,000, of which no more than 110,000 shares may be delivered pursuant to
Restricted Stock Grants and the exercise of Options awarded to Non-Employee
Directors in accordance with Section 8 hereof. If any Option expires or is
terminated before exercise or if any portion of any Restricted Stock Grant is
forfeited for any reason, the




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shares of Common Stock which were subject to but were either forfeited to the
Company or not delivered under such Option or Restricted Stock Grant, and any
other shares of Common Stock that for any other reason are not issued to a
Participant, shall again be available for award under this Plan as if no Option
or Restricted Stock Grant had been awarded with respect to such shares. Awards
under this Plan may be fulfilled with either authorized and unissued shares of
Common Stock or issued and reacquired shares of Common Stock.

         (b) Adjustment. In the event of a stock dividend, stock split or
combination of shares of Common Stock, recapitalization or other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company, appropriate and proportionate adjustment shall
be made in (i) the number and kind of shares of stock in respect of which
Options or Restricted Stock Grants may be awarded under this Plan, (ii) the
number and kind of shares of stock or other property subject to outstanding
Options and Restricted Stock Grants, and (iii) the award, exercise or conversion
price with respect to any of the foregoing.


                                    SECTION 6
                         TERMS AND CONDITIONS OF OPTIONS

         (a) Grants of Options. Subject to the provisions of this Plan, the
Committee may award Incentive Stock Options and Non-Qualified Stock Options and
determine the number of shares to be covered by each Option, the option price
therefor, the term of the Option, and the other conditions and limitations
applicable to the exercise of the Option. The terms and conditions of Incentive
Stock Options shall be subject to and comply with Section 422 of the Code, or
any successor provision, and any regulations thereunder. Each grant of an Option
may be made alone or in combination with, in addition to or in relation to any
other award authorized by this Plan. The terms of each Option need not be
identical, and the Committee need not treat Participants uniformly. Except as
otherwise provided by this Plan or a particular Option Agreement, any
determination with respect to an Option may be made by the Committee at the time
of award or at any time thereafter.

         (b) Agreement in Writing; Provisions. Each Option under this Plan shall
be evidenced by a written agreement (each, an "Option Agreement") delivered to
the Participant specifying the terms and conditions thereof and containing such
other terms and conditions not inconsistent with the provisions of this Plan as
the Committee considers necessary or advisable to achieve the purposes of this
Plan or comply with applicable tax and regulatory laws and accounting
principles. Each Option Agreement shall specify whether the Options granted
thereby are Incentive Stock Options or Non-Qualified Stock Options.

         (c) Option Price. The option price per share of Common Stock
purchasable under an Option shall be 100% of the Fair Market Value of the Common
Stock on the date of award. If the Participant owns or is deemed to own (by
reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the
Company or any Subsidiary or Parent of the Company and an Incentive Stock Option
is granted to such Participant, the option price shall be 110% of Fair Market
Value of the Common Stock on the date of award.



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         (d) Method of Payment. The purchase price for any share purchased
pursuant to the exercise of any Option granted under this Plan shall be paid in
full upon exercise of the Option by any of the following methods, to the extent
permitted under the particular Option Agreement: (i) by cash, (ii) by check or
(iii) by transferring to the Company shares of Common Stock at their Fair Market
Value as of the date of exercise of the Option. Notwithstanding the foregoing,
the Company may arrange for or cooperate in permitting cashless exercise
procedures and may extend and maintain, or arrange for the extension and
maintenance of, credit to a Participant to finance the Participant's purchase of
shares pursuant to the exercise of Options, on such terms as may be approved by
the Committee, subject to applicable regulations of the Federal Reserve Board
and any other applicable laws or regulations in effect at the time such credit
is extended.

         (e) Termination. No Option shall be exercisable more than ten years
after the date the Option is awarded. If a Participant owns or is deemed to own
(by reason of the attribution rules of Section 424(d) of the Code) more than 10%
of the total combined voting power of all classes of stock of the Company or any
Subsidiary or Parent of the Company and an Incentive Stock Option is awarded to
such Participant, such Option shall not be exercisable after the expiration of
five years from the date of award.

         (f) Exercise. No Option shall be exercisable during the lifetime of a
Participant by any person other than the Participant or his or her guardian or
legal representative. The Committee shall have the power to set the time or
times within which each Option shall be exercisable and to accelerate the time
or times of exercise of each Option, other than, in each case, Options awarded
or to be awarded to Non-Employee Directors. To the extent that a Participant has
the right to exercise one or more Options and purchase shares pursuant thereto,
the Options may be exercised from time to time by written notice to the Company
stating the number of shares being purchased and accompanied by payment in full
of the option price for such shares. Any certificate for shares of outstanding
Common Stock used to pay the option price shall be accompanied by a stock power
duly endorsed in blank by the registered owner of the certificate (with the
signature thereon guaranteed). In the event the certificate tendered by the
Participant in such payment covers more shares than are required for such
payment, the certificate shall also be accompanied by instructions from the
Participant to the Company's transfer agent with respect to the disposition of
the balance of the shares covered thereby.

         (g) Disability, Death, Retirement or Other Termination. The Committee
shall determine the effect on an Option (other than an Option awarded or to be
awarded to a Non-Employee Director) of the disability, death, retirement or
other termination of employment of a Participant and the extent to which, and
the period during which, the Participant's legal representative, guardian or
designated beneficiary may exercise rights thereunder.

         (h) Nontransferability. No Option or interest therein or right
thereunder shall be transferable by a Participant other than by will or the laws
of descent and distribution.



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         (i) Limitations on Amount.

                  (1) If required by applicable tax rules regarding a particular
         grant, to the extent that the aggregate Fair Market Value (determined
         as of the date an Incentive Stock Option is granted) of the shares with
         respect to which an Incentive Stock Option grant under this Plan (when
         aggregated, if appropriate, with shares subject to other Incentive
         Stock Option grants made before said grant under this Plan or any other
         plan maintained by the Company or any Parent or Subsidiary of the
         Company) is exercisable for the first time by a Participant during any
         calendar year exceeds $100,000 (or such other limit as is prescribed by
         the Code), such Option grant shall be treated as a grant of
         Non-Qualified Stock Options pursuant to Code Section 422(d).

                  (2) In no event shall Options be granted to any one
         Participant to purchase more than 500,000 shares.

         (j) Disposition of Incentive Stock Options. A Participant shall notify
the Committee in the event that he or she disposes of Common Stock acquired upon
exercise of an Incentive Stock Option within the two-year period following the
date the Incentive Stock Option was granted or within the one-year period
following the date he or she received Common Stock upon the exercise of an
Incentive Stock Option.

         (k) Option Modification. The Committee may amend, modify or terminate
any outstanding Option held by a Participant other than a Non-Employee Director,
including substituting therefor another Option of the same or a different type,
changing the date of exercise or vesting and converting an Incentive Stock
Option to a Non-Qualified Stock Option, provided that the Participant's consent
to such action shall be required unless the Committee determines in its sole
discretion that the action, taking into account any related action, would not
materially and adversely affect the Participant.


                                   SECTION 7
                TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS

         (a) Restricted Stock Grants. Subject to the provisions of this Plan,
the Committee may award Restricted Stock Grants and determine the number of
shares of Restricted Stock covered by such Grant, the restrictions thereon
(which may include, without limitation, restrictions on the transfer of such
shares, restrictions on the right to vote such shares and restrictions on the
right to receive dividends on such shares), the time or times at which and the
conditions upon which such restrictions shall lapse, and the other terms and
conditions applicable to such Grant. Each Restricted Stock Grant may be made
alone or in combination with, in addition to or in relation to any other award
authorized by this Plan. The terms of each Restricted Stock Grant need not be
identical, and the Committee need not treat Participants uniformly. Except as
otherwise provided by this Plan or a particular Restricted Stock Agreement, any
determination with respect to a Restricted Stock Grant may be made by the
Committee at the time of award or at any time thereafter. The Committee may, but
shall not be




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required to, award Restricted Stock Grants based upon the attainment of one or
more "performance goals" within the meaning of Section 162(m) of the Code and
applicable interpretive authority thereunder. In no event shall Restricted Stock
Grants covering more than 100,000 shares be granted to any one Participant.

         (b) Agreement in Writing; Provisions. Each Restricted Stock Grant shall
be evidenced by a written agreement (each, a "Restricted Stock Agreement")
delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions
of this Plan as the Committee considers necessary or advisable to achieve the
purposes of this Plan or comply with applicable tax and regulatory laws and
accounting principles.

         (c) Delivery of Shares. Each share of Restricted Stock, when issued,
shall be issued in the name of the Participant and the certificate evidencing
such share shall be deposited with the Company, together with a stock power duly
endorsed in blank, upon such issuance and continuing until all applicable
restrictions on such share shall have lapsed.

         (d) Disability, Death, Retirement or Other Termination. The Committee
shall determine the effect on a Restricted Stock Grant (other than a Restricted
Stock Grant awarded or to be awarded to a Non-Employee Director) of the
disability, death, retirement or other termination of employment of a
Participant.

         (e) Nontransferability. Prior to the lapse of all restrictions thereon,
no share of Restricted Stock or interest therein or right thereunder shall be
transferable by a Participant otherwise than by will or the laws of descent and
distribution.

         (f) Restricted Stock Grant Modification. The Committee may amend,
modify or terminate any outstanding Restricted Stock Grant held by a Participant
other than a Non-Employee Director, including substituting therefor another
Restricted Stock Grant of the same or a different type and changing the time or
times at which any restrictions shall lapse, provided that the Participant's
consent to such action shall be required unless the Committee determines in its
sole discretion that the action, taking into account any related action, would
not materially and adversely affect the Participant.


                                    SECTION 8
                             NONDISCRETIONARY AWARDS
                            TO NON-EMPLOYEE DIRECTORS

         Notwithstanding any other provision of this Plan, Non-Employee
Directors shall participate in this Plan only to the extent set forth in this
Section 8. The provisions of this Plan applicable to awards granted or to be
granted to Non-Employee Directors are intended to comply with the provisions of
Rule 16b-3 under the Exchange Act, or any successor provision, and such
provisions shall be construed, interpreted and administered to so comply. The
Committee shall have no authority to take any action, and shall not take any
action, if the authority to take such action, or the taking of such action,
would result in noncompliance with such provisions.




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         (a) Date of Grant; Number of Shares. On the date upon which a
Non-Employee Director is first elected or appointed a member of the Board, he
shall receive a grant of a Non-Qualified Stock Option to purchase 2,500 shares
of Common Stock. Non-Employee Directors subsequently re-elected at any Annual
Meeting of stockholders shall receive as of the date of such Annual Meeting
(commencing with the 2002 Annual Meeting), the grant of a Non-Qualified Stock
Option to purchase 2,500 shares of Common Stock. Options granted to Non-Employee
Directors shall be immediately exercisable.

         (b) Term. The term of each Option granted to a Non-Employee Director
shall be ten years from its date of grant, unless sooner terminated or extended
in accordance with Section 8(d) below.

         (c) Option Price. The option price of the shares of Common Stock
subject to each Option granted to a Non-Employee Director shall be the Fair
Market Value of such shares on the date the Option is granted.

         (d) Exercise after Death or Other Termination. If a Non-Employee
Director ceases to be a director of the Company, such Non-Employee Director's
Options shall be exercisable by him only during the six months following the
date such person ceases to be a director, except that:

                  (i) if a Non-Employee Director dies while serving as a
         director, such Non-Employee Director's Options shall be exercisable by
         his or her executor or administrator or, if not so exercised, by the
         legatees or the distributees of his or her estate, only during the six
         months following his or her death; and

                  (ii) notwithstanding the foregoing, a Non-Employee Director's
         Options shall terminate immediately on the date that such person is
         removed as a director for cause. For purposes of this Section 8, a
         Non-Employee Director shall be considered to have been dismissed "for
         cause" in the event he or she is dismissed on account of any act of (x)
         fraud or intentional misrepresentation or (y) embezzlement,
         misappropriation, or conversion of assets or opportunities of the
         Company or any Subsidiary of the Company.

                                    SECTION 9
                       ACCELERATION OF EXERCISABILITY AND
                       VESTING UNDER CERTAIN CIRCUMSTANCES

         Notwithstanding any provision in this Plan to the contrary, with regard
to any Option or Restricted Stock Grant awarded to any HOLDER OF AN OPTION,
unless the particular Option or Restricted Stock Agreement provides otherwise,
the Option will become immediately exercisable and vested in full, and all
restrictions on any shares of Restricted Stock subject to a Restricted Stock
Grant shall immediately lapse, upon the occurrence, before the expiration or
termination of such Option or forfeiture of such shares, of any of the events
listed below:




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         (a) a sale, transfer or other conveyance of all or substantially all of
         the assets of the Company on a consolidated basis;

         (b) the acquisition of beneficial ownership (as such term is defined in
         Rule 13d-3 promulgated under the Exchange Act) by any "person" (as such
         term is used in Sections 13(d) and 14(d) of the Exchange Act), other
         than (i) the Company, (ii) James M. Hoak, or (iii) any of the
         affiliates of any of the foregoing, directly or indirectly, of
         securities representing 51% or more of the total number of votes that
         may be cast for the election of directors of the Company; or

         (c) the commencement (within the meaning of Rule 14d-2 promulgated
         under the Exchange Act) of a "tender offer" for stock of the Company
         subject to Section 14(d)(2) of the Exchange Act; or

         (d) the failure at any annual or special meeting of the Company's
         stockholders following an "election contest" subject to Rule 14a-11
         promulgated under the Exchange Act, of any of the persons nominated by
         the Company in the proxy material mailed to stockholders by the
         management of the Company to win election to seats on the Board,
         excluding only those who die, retire voluntarily, are disabled or are
         otherwise disqualified in the interim between their nomination and the
         date of the meeting.


                                   SECTION 10
                                  MISCELLANEOUS

         (a) No Right of Employment. No person shall have any claim or right to
be awarded an Option or Restricted Stock Grant, and the award of an Option or
Restricted Stock Grant shall not be construed as giving a Participant the right
to continued employment. The Company expressly reserves the right at any time to
dismiss a Participant free from any liability or claim under this Plan, except
as expressly provided in the applicable Option or Restricted Stock Agreement.

         (b) Plan Not Exclusive. Nothing contained in this Plan shall prevent
the Company from adopting other or additional compensation arrangements for its
employees or directors.

         (c) No Rights as Stockholders. Subject to the provisions of the
applicable Option or Restricted Stock Agreement, no Participant shall have any
rights as a stockholder with respect to any shares of Common Stock to be
distributed under this Plan until he or she becomes the record holder thereof.

         (d) Investment Representation. The Committee may require, as a
condition of receiving shares of Common Stock (including shares of Restricted
Stock) issued pursuant to any Option or Restricted Stock Grant, that a
Participant furnish to the Company such written representations and information
as the Committee deems appropriate to permit the Company, in light of the
existence or nonexistence of an effective Registration Statement under the
Securities Act, to deliver such shares in compliance with the provisions of the
Securities Act.



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         (e) Section 16 Participants. The Committee shall have no authority to
take any action, and shall not take any action, if the authority to take such
action, or the taking of such action, would disqualify this Plan from the
exemption provided by Rule 16b-3.

         (f) Effectiveness. This Plan amendment and restatement shall become
effective upon its approval by the Board, subject to approval by the
stockholders of the Company. Prior to such stockholder approval, awards may be
granted under this Plan amendment and restatement subject to such stockholder
approval.

         (g) Amendment; Termination. The Board may amend, suspend or terminate
this Plan or any portion thereof at any time, provided that (i) no amendment
shall be made without stockholder approval if such approval is necessary to
comply with any applicable tax or regulatory requirement, including any
requirements for exemptive relief under Section 16(b) of the Exchange Act or any
successor provision, and (ii) Section 8 hereof and, as it relates to awards
granted or to be granted to Non-Employee Directors, Section 9 hereof may not be
amended more than once every six months other than to comport with changes in
the Code or ERISA or the rules and regulations under either thereof. If any
amendment, suspension or termination of this Plan shall materially and adversely
affect the rights of the holder of any award then outstanding, such amendment,
suspension or termination shall not be deemed to alter such rights unless the
holder shall consent thereto.

         (h) Term. Options and Restricted Stock Grants may not be awarded under
this Plan after ten years from the Effective Date, but then outstanding Options
and Restricted Stock Grants may extend beyond such date. Unless sooner
terminated, this Plan shall terminate on the tenth anniversary of the Effective
Date, provided that such termination shall not terminate or affect any Option or
Restricted Stock Grant then outstanding.






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