TOO INC
EXHIBIT 10.3
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>l83829aex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
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                                                                    EXHIBIT 10.3

                                    TOO, INC.

                           FIRST AMENDED AND RESTATED
                   1999 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS

                             (AMENDED MAY 10, 2000)


1.   PURPOSE

     The purpose of the Too, Inc. 1999 Stock Plan for Non Associate Directors
     (the "PLAN") is to promote the interests of Too, Inc. (the "COMPANY") and
     its stockholders by increasing the proprietary interest of non-associate
     directors in the growth and performance of the Company by granting such
     directors options to purchase shares of common stock, par value $.01 per
     share, (the "SHARES") of the Company and by awarding Shares to such
     directors in respect of a portion of the Retainer (as defined in Section
     6(b)) payable to such directors.

2.   ADMINISTRATION

     The Plan shall be administered by the Company's Board of Directors (the
     "BOARD"). Subject to the provisions of the Plan, the Board shall be
     authorized to interpret the Plan, to establish, amend, and rescind any
     rules and regulations relating to the Plan and to make all other
     determinations necessary or advisable for the administration of the Plan.
     The determinations of the Board in the administration of the Plan, as
     described herein, shall be final and conclusive. The Secretary of the
     Company shall be authorized to implement the Plan in accordance with its
     terms and to take such actions of a ministerial nature as shall be
     necessary to effectuate the intent and purposes thereof. The validity,
     construction and effect of the Plan and any rules and regulations relating
     to the Plan shall be determined in accordance with the laws of the State of
     Delaware.

3.   ELIGIBILITY

     The class of individuals eligible to receive grants of options and awards
     of Shares in respect of the Retainer under the Plan shall be directors of
     the Company who are not associates of the Company or its affiliates
     ("ELIGIBLE DIRECTORS"). Any holder of an option or Shares granted hereunder
     shall hereinafter be referred to as a "PARTICIPANT."

4.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 7, an aggregate of 50,000
     Shares shall be available for issuance under the Plan. The Shares
     deliverable upon the exercise of options or in respect of the Retainer may
     be made available from authorized but unissued Shares or treasury Shares.
     If any option granted under the Plan shall terminate for any reason without
     having been exercised, the Shares subject to, but not delivered under, such
     option shall be available for issuance under the Plan.

5.   GRANT, TERMS AND CONDITIONS OF OPTIONS

     (a)   On the date of an Eligible Director's initial election to the Board,
           such Eligible Director will be granted an option to purchase 5,000
           Shares.

     (b)   Subsequently, on the date of each annual meeting of the Company's
           shareholders, each Eligible Director will be granted an option to
           purchase 5,000 Shares.

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(c)      Eligible Directors may also be granted options to purchase Shares by
         action of the Board of Directors.

(d)      The options granted will be nonstatutory stock options not intended to
         qualify under Section 422 of the Internal Revenue Code of 1986, as
         amended and shall have the following terms and conditions:

         (i)      PRICE. The purchase price per Share deliverable upon the
                  exercise of each option shall be one hundred (100) percent of
                  the Fair Market Value per Share on the date the option is
                  granted. For purposes of the Plan, "FAIR MARKET VALUE" shall
                  be determined in accordance with procedures established in
                  good faith by the Board of Directors.

         (ii)     PAYMENT. Options may be exercised only upon payment of the
                  purchase price thereof in full. Such payment shall be made in
                  cash.

         (iii)    EXERCISABILITY AND TERMS OF OPTIONS. Options shall become
                  exercisable in annual 25% annual installments commencing on
                  the first anniversary of the date of grant, provided the
                  holder of such Option is an Eligible Director on such
                  anniversary, and shall be exercisable until the earlier of ten
                  (10) years from the date of grant and the expiration of the
                  one (1) year period provided in paragraph (iv) below.

         (iv)     TERMINATION OF SERVICE AS ELIGIBLE DIRECTOR. Upon termination
                  of a Participant's service as a director of the Company for
                  any reason, all outstanding options held by such Eligible
                  Director, to the extent then exercisable, shall be exercisable
                  in whole or in part for a period of one (1) year from the date
                  on which the Participant ceases to be a Director, provided
                  that in no event shall the options be exercisable beyond the
                  period provided for in paragraph (iii) above.

         (v)      NONTRANSFERABILITY OF OPTIONS. No option may be assigned
                  alienated, pledged, attached, sold or otherwise transferred or
                  encumbered by a Participant otherwise than by will or the laws
                  of descent and distribution, and during the lifetime of the
                  Participant to whom an option is granted it may be exercised
                  only by the Participant or by the Participant's guardian or
                  legal representative. Notwithstanding the foregoing, options
                  may be transferred pursuant to a qualified domestic relations
                  order.

         (vi)     OPTION AGREEMENT. Each option granted hereunder shall be
                  evidenced by an agreement with the Company which shall contain
                  the terms and provisions set forth herein and shall otherwise
                  be consistent with the provisions of the Plan.

(e)      CHANGE IN CONTROL. Immediately upon a "CHANGE IN CONTROL" of the
         Company, all outstanding options, whether or not vested at that time,
         shall fully vest and be immediately exercisable. For purposes of the
         Plan, "CHANGE IN CONTROL" means the occurrence of any of the following:

(i)      Any "Person" (as such term is used in Sections 13(d) and 14(d) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or
         becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of securities of the Corporation
         representing 25% or more of the combined voting power of the
         Corporation's then outstanding securities (a "25% Shareholder")
         provided however, that the term 25% Shareholder shall not include any
         Person if such Person would not otherwise be a 25% Shareholder but for
         a reduction in the number of outstanding voting shares resulting from a
         stock repurchase program or other similar plan of the Company or from a
         self-tender offer of the Company, which plan or tender offer commenced
         on or after the date hereof, provided, however, that the term "25%
         Shareholder" shall include such Person from and after the first date
         upon which (A) such Person, since the date of the commencement of such
         plan or tender offer, shall have acquired Beneficial Ownership of, in
         the aggregate, a number of voting shares of the Company equal to 1% or
         more of the voting shares of the Company then outstanding, and (B) such
         Person, together with all affiliates and associates of such Person,
         shall Beneficially Own 25% or more of the voting shares of the Company
         then outstanding. In calculating the percentage of the outstanding
         voting shares that are Beneficially Owned by a Person for purposes of


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         this subsection (e)(i), voting Shares that are Beneficially Owned by
         such Person shall be deemed outstanding, and voting shares that are not
         Beneficially Owned by such Person and that are subject to issuance upon
         the exercise or conversion of outstanding conversion rights, exchange
         rights, rights, warrants or options shall not be deemed outstanding.
         Notwithstanding the foregoing, if the Board of Directors of the Company
         determines in good faith that a Person that would otherwise be a 25%
         Shareholder pursuant to the foregoing provisions of this subsection
         (e)(i) has become such inadvertently, and such Person (a) promptly
         notifies the Board of Directors of such status and (b)as promptly as
         practicable thereafter, either divests of a sufficient number of voting
         shares so that such Person would no longer be a 25% Shareholder, or
         causes any other circumstance, such as the existence of an agreement
         respecting voting shares, to be eliminated such that such Person would
         no longer be a 25% Shareholder as defined pursuant to this subsection
         (e)(i), then such Person shall not be deemed to be a 25% Shareholder
         for any purposes of this Agreement. Any determination made by the Board
         of Directors of the Company as to whether any Person is or is not a 25%
         Shareholder shall be conclusive and binding; or

         (ii)     A change in composition of the Board of Directors of the
                  Corporation occurring any time during a consecutive two-year
                  period as a result of which fewer than a majority of the Board
                  of Directors are Continuing Directors (for purposes of this
                  section, the term "Continuing Director" means a director who
                  was either (A) first elected or appointed as a Director prior
                  to May 10, 2000; or (B) subsequently elected or appointed as a
                  director if such director was nominated or appointed by at
                  least a majority of the then Continuing Directors); or

         (iii)    Any of the following occurs:

                  (A)      a merger or consolidation of the Corporation, other
                           than a merger or consolidation in which the voting
                           securities of the Corporation immediately prior to
                           the merger or consolidation continue to represent
                           (either by remaining outstanding or being converted
                           into securities of the surviving entity) 60% or more
                           of the combined voting power of the Corporation or
                           surviving entity immediately after the merger or
                           consolidation with another entity;

                  (B)      a sale, exchange, or other disposition (in a single
                           transaction or a series of related transactions) of
                           all or substantially all of the assets of the
                           Corporation which shall include, without limitation,
                           the sale of assets aggregating more than 50% of the
                           assets of the Corporation on a consolidated basis;

                  (C)      a liquidation or dissolution of the Corporation;

                  (D)      a reorganization, reverse stock split, or
                           recapitalization of the Corporation which would
                           result in any of the foregoing; or

                  (E)      a transaction or series of related transactions
                           having, directly or indirectly, the same effect as
                           any of the foregoing.


6.         GRANT OF SHARES

(a)        Fifty (50) percent of the Retainer of each Eligible Director shall be
           paid in quarterly installments in a number of shares equal to the
           quotient of (i) fifty (50) percent of the Retainer divided by (ii)
           the Fair Market Value on the Retainer Payment Date. Cash shall be
           paid to an Eligible Director in lieu of a fractional Share.

(b)        For purposes of this Plan "RETAINER" shall mean the portion of the
           annual retainer payable to an Eligible Director (as defined in
           Section 3) for any fiscal quarter of the Company and "RETAINER
           PAYMENT DATE" shall mean the last business day of the Company's
           relevant fiscal quarter.

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7.         ADJUSTMENT OF AND CHANGES IN SHARES

           In the event of a stock split, stock dividend, extraordinary cash
           dividend, subdivision or combination of the Shares or other change in
           corporate structure affecting the Shares, the number of Shares
           authorized by the Plan shall be increased or decreased
           proportionately, as the case may be, and the number of Shares subject
           to any outstanding option shall be increased or decreased
           proportionately, as the case may be, with appropriate corresponding
           adjustment in the purchase price per Share thereunder.

8.         NO RIGHTS OF SHAREHOLDERS

           Neither a Participant nor a Participant's legal representative shall
           be, or have any of the rights and privileges of, a shareholder of the
           Company in respect of any Shares purchasable upon the exercise of any
           option, in whole or in part, unless and until certificates for such
           Shares shall have been issued.

9.         PLAN AMENDMENTS

           The Plan may be amended by the Board as it shall deem advisable or to
           conform to any change in any law or regulation applicable thereto
           subject, to the extent deemed necessary or desirable to comply with
           applicable law, to the approval of the Company's shareholders.

10.        LISTING AND REGISTRATION

           Each Share shall be subject to the requirement that if at any time
           the Board shall determine, in its discretion, that the listing,
           registration or qualification of the Shares upon any securities
           exchange or under any state or federal law, or the consent or
           approval of any governmental regulatory body, is necessary or
           desirable as a condition of, or in connection with, the granting of
           such Shares, no such Share may be disposed of unless such listing,
           registration, qualification, consent or approval shall have been
           effected or obtained free of any condition not acceptable to the
           Board.

11.        EFFECTIVE DATE AND DURATION OF PLAN

           The Plan shall become effective on the date the Company's Shares are
           distributed by The Limited, Inc. to its shareholders. The Plan shall
           terminate the day following the tenth (10th) Annual Shareholders
           Meeting of the Company at which Directors are elected succeeding such
           distribution, unless the Plan is extended or terminated at an earlier
           date by the Company's shareholders or is terminated by exhaustion of
           the Shares available for issuance hereunder.



IN WITNESS WHEREOF, the Company has caused this First Amended and Restated Stock
Plan for Non-Associate Directors to be executed by its duly authorized officer
this 10th day of May, 2000.



                                    TOO, INC.

                                        By:_________________________________

                                        Name:_______________________________

                                        Title:______________________________


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