WEST MARINE INC
AMENDED STOCK BUYING PLAN
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<TYPE>EX-10.3
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<FILENAME>dex103.txt
<DESCRIPTION>AMENDED STOCK BUYING PLAN
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                                                                    Exhibit 10.3

                                WEST MARINE, INC.
                          ASSOCIATES STOCK BUYING PLAN
                         (As amended through March 2002)

                                    SECTION 1
                                     PURPOSE

West Marine, Inc. hereby establishes the West Marine, Inc. Associates Stock
Buying Plan (the "Plan"), effective as of November 1, 1994, in order to provide
eligible employees of the Company and its participating Subsidiaries with the
opportunity to purchase Common Stock through payroll deductions. The Plan is
intended to qualify as an employee stock purchase plan under Section 423 of the
Code.

                                    SECTION 2
                                   DEFINITIONS

     2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific Section of the 1934 Act or regulation thereunder shall
include such Section or regulation, any valid regulation promulgated under such
Section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such Section or regulation.

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

     2.3 "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific Section of the Code or regulation thereunder shall include such
Section or regulation, any valid regulation promulgated under such Section, and
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such Section or regulation.

     2.4 "Committee" shall mean the committee appointed by the Company's Chief
Executive Officer to administer the Plan. The members of the Committee shall
serve at the pleasure of the Chief Executive Officer. As of the effective date
of the Plan, the members of the Committee shall consist of the Company's Chief
Financial Officer, Director of Human Resources, and Compensation and Benefits
Manager. Any member of the Committee may resign at any time by notice in writing
mailed or delivered to the Secretary of the Company.

     2.5 "Common Stock" means the common stock of the Company.

     2.6 "Company" means West Marine, Inc., a Delaware corporation.

     2.7 "Compensation" means a Participant's taxable compensation that is (or
would be) payable to him or her in cash or its equivalent, calculated after
elected deferrals and deductions.

     2.8 "Eligible Employee" means every Employee of an Employer who has been
employed for such period as the Committee may determine (up to two years),
except any

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Employee who, immediately after the grant of an option under the Plan, would own
stock and/or hold outstanding options to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of the Company or of any Subsidiary of the Company (including stock attributed
to such Employee pursuant to Section 424(d) of the Code.

     2.9 "Employee" means an individual who is a common-law employee of any
Employer, whether such employee is so employed at the time the Plan is adopted
or becomes so employed subsequent to the adoption of the Plan.

     2.10 "Employer" or "Employers" means any one or all of the Company and
those Subsidiaries which, with the consent of the board of Directors, have
adopted this Plan.

     2.11 "Enrollment Date" means each May 1 and November 1, and/or such other
dates determined by the Committee from time to time.

     2.12 "Grant Date" means any date on which a Participant is granted an
option under the Plan.

     2.13 "Participant" means an Eligible Employee who (a) has become a
Participant in the Plan pursuant to Section 4.1 and (b) has not ceased to be a
Participant pursuant to Section 8 or Section 9.

     2.14 "Plan" means the West Marine, Inc. Associates Stock Buying Plan, as
set forth in this instrument and as hereafter amended from time to time.

     2.15 "Purchase Date" means the last business day of April and October, or
such other specific business days as may be established by the Committee from
time to time prior to an Enrollment Date for all options to be granted on such
Enrollment Date.

     2.16 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of
granting options under the Plan, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

                                    SECTION 3
                           SHARES SUBJECT TO THE PLAN

     3.1 Number Available. A total of 1,000,000 shares of Common Stock are
available for issuance pursuant to the Plan, which includes 800,000 shares of
Common Stock that were previously reserved for issuance hereunder. Shares sold
under the Plan may be newly issued shares or treasury shares.

     3.2 Adjustments. In the event of any reorganization, recapitalization,
stock split, reverse stock split, stock dividend, combination of shares, merger,
consolidation, offering of rights or other similar change in the capital
structure of the Company, the Board may make such adjustment, if any, as it
deems appropriate in the number, kind and purchase price of the shares

                                       -2-

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available for purchase under the Plan and in the maximum number of shares
subject to any option under the Plan.

                                    SECTION 4
                                   ENROLLMENT

     4.1 Participation. Each Eligible Employee may elect to become a Participant
by enrolling or re-enrolling in the Plan effective as of any Enrollment Date. In
order to enroll, an eligible employee must complete, sign and submit to the
Company an enrollment form in such form as may be specified by the Committee
from time to time. Any enrollment form received by the Company no later than
fourteen (14) calendar days before an Enrollment Date shall effective on that
Enrollment Date, provided that the Committee, in its discretion, may (on a
uniform and nondiscriminatory basis) specify an earlier or later deadline for
the submission of enrollment forms. Any Participant whose option expires and who
has not withdrawn from the Plan automatically will be re-enrolled in the Plan on
the Enrollment Date immediately following the Purchase Date on which his or her
option expired.

     4.2 Payroll Withholding. On his or her enrollment form, each Participant
must elect to make Plan contributions via payroll withholding from his or her
Compensation at a rate equal to any whole percentage from 1% to such maximum
percentage (not to exceed 15%) that the Committee may establish from time to
time for all options to be granted on any Enrollment Date. A Participant may
elect to increase or decrease his or her rate of payroll withholding (effective
as of any Enrollment Date) by submitting a new enrollment form in accordance
with such procedures as may be established by the Committee from time to time.
In order to be effective, the enrollment form must be received by the Company no
later than fourteen (14) calendar days before the Enrollment Date elected for
the change, provided that the Committee, in its discretion, may (on a uniform
and nondiscriminatory basis) specify an earlier or later deadline for the
submission of enrollment forms. Any Participant who is automatically re-
enrolled in the Plan will be deemed to have elected to continue his or her
contributions at the percentage last elected by the Participant.

                                    SECTION 5
                        OPTIONS TO PURCHASE COMMON STOCK

     5.1 Grant of Option. On each Enrollment Date on which the Participant
enrolls or re-enrolls in the Plan, he or she shall be granted an option to
purchase shares of Common Stock.

     5.2 Duration of Option. Each option granted under the Plan shall expire on
the earliest to occur of (a) the completion of the purchase of shares on the
last Purchase Date occurring within 27 months of the Grant Date of such option,
(b) such shorter option period as may be established by the Committee from time
to time prior to an Enrollment Date for all options to be granted on such
Enrollment Date, or (c) the date on which the Participant ceases to be such for
any reason. Effective as of November 1 and until otherwise determined by the
Committee for all options to be granted on an Enrollment Date, the period
referred to in clause (b) in the preceding sentence shall mean the expiration of
12 months from the Grant Date.

     5.3 Number of Shares Subject to Option. The number of shares available for
purchase by each Participant under the option will be established by the
Committee from time to

                                       -3-

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time prior to an Enrollment Date for all options to be granted on such
Enrollment Date. Notwithstanding the preceding, an option (taken together with
all other options then outstanding under this Plan and under all other similar
employee stock purchase plans of the Employers) shall not give the Participant
the right to purchase shares at a rate which accrues in excess of $25,000 of
fair market value at the applicable Grant Dates of such shares (less the fair
market value at the applicable Grant Dates of any shares previously purchased
during such year under options which have expired or terminated) in any calendar
year during which such Participant is enrolled in the Plan at any time.

     5.4 Other Terms and Conditions. Each option shall be subject to the
following additional terms and conditions: (a) payment for shares purchased
under the option shall be made only through payroll withholding under Section
3.2; (b) purchase of shares upon exercise of the option will be accomplished
only in installments in accordance with Section 6.1; (c) the price per share
under the option will be determined as provided in Section 6.1; (d) the option
in all respects shall be subject to such terms and conditions (applied on a
uniform and nondiscriminatory basis), as the Committee shall determine from time
to time in its discretion.

                                    SECTION 6
                               PURCHASE OF SHARES

     6.1 Exercise of Option. On each Purchase Date, the funds then credited to
each Participant's account shall be used to purchase shares of Common Stock. The
price of the shares purchased under any option shall be 85% of the lower of: (a)
the closing price of Common Stock on the Grant Date for such option on the
National Association of Securities Dealers National Market System; or (b) the
closing price of Common Stock on that Purchase Date on the National Association
of Securities Dealers National Market System.

     6.2 Crediting of Shares. Shares purchased on any Purchase Date shall be
delivered to a broker designated by the Committee for the benefit of the
Participant. As determined by the Committee from time to time, such shares shall
be delivered as physical certificates or by means of a book entry system.
Although the Participant may direct the broker to sell such shares at any time
(subject to applicable securities laws), the shares may not be transferred to
another broker or to any other person (including the Participant) until 24
months after the Grant Date of the option with which the shares were purchased.

     6.3 Exhaustion of Shares. If at any time the shares available under the
Plan are over-enrolled, enrollments shall be reduced proportionately to
eliminate the over-enrollment. Any funds that cannot be applied to the purchase
of shares due to over-enrollment shall be refunded to the Participants.

                                    SECTION 7
                                   WITHDRAWAL

     7.1 Withdrawal. A Participant may withdraw from the Plan by submitting a
completed enrollment form to the Company. A withdrawal will be effective only if
it is received by the Company at least fourteen (14) calendar days before the
proposed date of withdrawal, provided that the Committee, in its discretion, may
specify (on a uniform and nondiscriminatory basis) an earlier or later deadline
for the submission of enrollment forms. When a withdrawal

                                       -4-

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becomes effective, the Participant's payroll contributions shall cease and all
amounts then credited to the Participant's account shall be distributed to him
or her (without interest). Notwithstanding any contrary provision of the Plan, a
Participant who has withdrawn from the Plan pursuant to this Section 7 may not
re-enroll in the Plan until the next Enrollment Date after the date of his or
her withdrawal.

                                    SECTION 8
                           CESSATION OF PARTICIPATION

     8.1 Termination of Status as Eligible Employee. A Participant shall cease
to be a Participant immediately upon the cessation of his or her status as an
Eligible Employee (for example, because of his or her termination of employment
from all Employers for any reason). As soon as practicable after such cessation,
the Participant's payroll contributions shall cease and all amounts then
credited to the Participant's account shall be distributed to him or her
(without interest).

     8.2 Leave of Absence. Unless a Participant voluntarily withdraws from the
Plan, shares will be purchased for that Participant's account on the Purchase
Date next following commencement of a leave of absence by such Participant.
However, the Participant will cease to be a Participant immediately after such
purchase of shares, provided that if and when he or she returns from the leave,
he or she may re-enroll under Section 4.1, if then eligible.

                                    SECTION 9
                           DESIGNATION OF BENEFICIARY

     9.1 Designation. If permitted by the Committee, each Participant may,
pursuant to such procedures as the Committee may specify, designate one or more
Beneficiaries to receive any amounts credited to the Participant's account at
the time of his or her death.

     9.2 Changes. A Participant may designate different Beneficiaries (or may
revoke a prior Beneficiary designation) at any time by delivering a new
designation (or revocation of a prior designation) in like manner. Any
designation or revocation shall be effective only if it is received by the
Committee. However, when so received, the designation or revocation shall be
effective as of the date the notice is executed (whether or not the Participant
still is living), but without prejudice to the Committee on account of any
payment made before the change is recorded. The last effective designation
received by the Committee shall supersede all prior designations.

     9.3 Failed Designations. If a Participant dies without having effectively
designated a Beneficiary, or if no Beneficiary (primary or secondary) survives
the Participant, the Participant's Account shall be payable to his or her
estate.

                                   SECTION 10
                                 ADMINISTRATION

     10.1 Plan Administrator. The Plan shall be administered by the Committee.
The Committee shall have the authority to control and manage the operation and
administration of the Plan.

                                       -5-

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     10.2 Actions by Committee. Each decision of a majority of the members of
the Committee then in office shall constitute the final and binding act of the
Committee. The Committee may act with or without a meeting being called or held
and shall keep minutes of all meetings held and a record of all actions taken by
written consent.

     10.3 Powers of Committee. The Committee shall have all powers and
discretion necessary or appropriate to supervise the administration of the Plan
and to control its operation in accordance with its terms, including, but not by
way of limitation, the following discretionary powers:

          (a)  To interpret and determine the meaning and validity of the
               provisions of the Plan and the options and to determine any
               question arising under, or in connection with, the
               administration, operation or validity of the Plan and the
               options;

          (b)  To determine any and all considerations affecting the eligibility
               of any employee to become a Participant or remain a Participant
               in the Plan;

          (c)  To cause an account or accounts to be maintained for each
               Participant;

          (d)  To determine the time or times when, and the number of shares for
               which, options shall be granted;

          (e)  To establish and revise an accounting method or formula for the
               Plan;

          (f)  To determine the manner and form in which shares are to be
               delivered to the designated broker;

          (g)  To determine the status and rights of Participants and their
               Beneficiaries or estates;

          (h)  To employ such brokers, counsel, agents and advisers, and to
               obtain such broker, legal, clerical and other services, as it may
               deem necessary or appropriate in carrying out the provisions of
               the Plan;

          (i)  To establish, from time to time, rules for the performance of its
               powers and duties and for the administration of the Plan;

          (j)  To adopt such procedures and subplans as are necessary or
               appropriate to permit participation in the Plan by employees who
               are foreign nationals or employed outside of the United States;

          (k)  To delegate to any one or more of its members or to any other
               person, severally or jointly, the authority to perform for and on
               behalf of the Committee one or more of the functions of the
               Committee under the Plan.

     10.4 Decisions of Committee. All actions, interpretations, and decisions of
the Committee shall be conclusive and binding on all persons, and shall be given
the maximum possible deference allowed by law.

                                       -6-

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     10.5 Administrative Expenses. All expenses incurred in the administration
of the Plan by the Committee, or otherwise, including legal fees and expenses,
shall be paid and borne by the Employers, except any stamp duties or transfer
taxes applicable to the purchase of shares may be charged to the account of each
Participant. Any brokerage fees for the purchase of shares by a Participant
shall be paid by the Company, but brokerage fees for the resale of shares by a
Participant shall be borne by the Participant.

     10.6 Eligibility to Participate. No member of the Committee who is also an
employee of an Employer shall be excluded from participating in the Plan if
otherwise eligible, but he or she shall not be entitled, as a member of the
Committee, to act or pass upon any matters pertaining specifically to his or her
own account under the Plan.

     10.7 Indemnification. Each of the Employers shall, and hereby does,
indemnify and hold harmless the members of the Committee and the Board, from and
against any and all losses, claims, damages or liabilities (including attorneys'
fees and amounts paid, with the approval of the Board, in settlement of any
claim) arising out of or resulting from the implementation of a duty, act or
decision with respect to the Plan, so long as such duty, act or decision does
not involve gross negligence or willful misconduct on the part of any such
individual.

                                   SECTION 11
                      AMENDMENT, TERMINATION, AND DURATION

     11.1 Amendment, Suspension, or Termination. The Board, in its sole
discretion, may amend or terminate the Plan, or any part thereof, at any time
and for any reason. If the Plan is terminated, the Board may elect to terminate
all outstanding options either immediately or upon completion of the purchase of
shares on the next Purchase Date, or may elect to permit options to expire in
accordance with their terms (and participation to continue through such
expiration dates). If the options are terminated prior to expiration, all
amounts then credited to Participants' accounts that have not been used to
purchase shares shall be returned to the Participants (without interest) as soon
as administratively practicable.

     11.2 Duration of the Plan. The Plan shall commence on the date specified
herein, and subject to Section 12.1 (regarding the Board's right to amend or
terminate the Plan), shall remain in effect thereafter.

                                   SECTION 12
                               GENERAL PROVISIONS

     12.1 Participation by Subsidiaries. One or more Subsidiaries of the Company
may become participating Employers by adopting the Plan and obtaining approval
for such adoption from the Board of Directors. By adopting the Plan, a
Subsidiary shall be deemed to agree to all of its terms, including (but not
limited to) the provisions granting exclusive authority (a) to the Board of
Directors to amend the Plan, and (b) to the Committee to administer and
interpret the Plan. Any Subsidiary may terminate its participation in the Plan
at any time. The liabilities incurred under the Plan to the Participants
employed by each Employer shall be solely the liabilities of that Employer, and
no other Employer shall be liable for benefits accrued by a Participant during
any period when he or she was not employed by such Employer.

                                       -7-

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     12.2 Inalienability. In no event may either a Participant, a former
Participant or his or her Beneficiary, spouse or estate sell, transfer,
anticipate, assign, hypothecate, or otherwise dispose of any right or interest
under the Plan; and such rights and interests shall not at any time be subject
to the claims of creditors nor be liable to attachment, execution or other legal
process. Accordingly, for example, a Participant's interest in the Plan is not
transferable pursuant to a domestic relations order. The preceding shall not
affect the Participant's right to direct the sale or transfer of shares that
have been allocated to the Participant's account at the broker designated by the
Participant (subject to the provisions of the Plan).

     12.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

     12.4 Requirements of Law. The granting of options and the issuance of
shares shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
the Committee may determine are necessary or appropriate.

     12.5 No Enlargement of Employment Rights. Neither the establishment or
maintenance of the Plan, the granting of any options, the purchase or any
shares, not any action of any Employer or the Committee, shall be held or
construed to confer upon any individual any right to be continued as an employee
of the Employer nor, upon dismissal, any right or interest in any specific
assets of the Employers other than as provided in the Plan. Each Employer
expressly reserves the right to discharge any employee at any time, with or
without cause.

     12.6 Apportionment of Costs and Duties. All acts required of the Employers
under the Plan may be performed by the Company for itself and its Subsidiary,
and the costs of the Plan may be equitably apportioned by the Committee among
the Company and the other Employers. Whenever an Employer is permitted or
required under the terms of the Plan to do or perform any act, matter or thing,
it shall be done and performed by any officer or employee of the Employer who is
thereunto duly authorized by the board of directors of the Employer.

     12.7 Construction and Applicable Law. The Plan is intended to qualify as an
"employee stock purchase plan" within the meaning of Section 423 of the Code.
Any provision of the Plan which is inconsistent with Section 423 of the Code
shall without further act or amendment by the Company or the Board be reformed
to comply with the requirements of Section 423. The provisions of the Plan shall
be construed, administered and enforced in accordance with such Section and with
the laws of the State of California (excluding California's conflict of laws
provisions).

     12.8 Captions. The captions contained in and the table of contents prefixed
to the Plan are inserted only as a matter of convenience and for reference and
in no way define, limit, enlarge or describe the scope or intent of the Plan nor
in any way shall affect the construction of any provision of the Plan.

                                       -8-

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