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EXHIBIT 10.1
PARLUX FRAGRANCES,
INC.
EMPLOYEE STOCK OPTION PLAN
- 2000
Section 1
Purpose
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The purpose of this Parlux Fragrances, Inc.
Employee Stock Option Plan - 2000 (the "Plan") is to increase
shareholder value and to advance the interests of Parlux
Fragrances, Inc. and any subsidiary thereof (the "Company") by
awarding equity incentives designed to attract, retain and motivate
employees who are not officers or directors of the Company.
Section 2
Administration
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2.1. Administration by Board. The authority
to manage and control the operation and administration of the Plan
shall be vested in the Company's Board of Directors (the "Board").
Except to the extent prohibited by applicable law or the rules of
any stock exchange, the Board may, in its sole discretion, delegate
any or all responsibilities and powers reserved to it under the
terms of the Plan to a committee (the "Committee"). Any such
allocation or delegation may be revoked by the Board at any
time.
2.2. Authority. Subject to the provisions of
the Plan, the Board shall have the authority to (a) manage and
control the operation of the Plan, (b) interpret and construe the
provisions of the Plan, and prescribe, amend and rescind rules and
regulations relating to the Plan, (c) make awards under the Plan,
in such amounts and subject to such terms, restrictions,
limitations and conditions as it deems appropriate, (d) determine
the type of awards, (e) prescribe the form of agreement,
certificate or other instrument evidencing any award under the
Plan, (f) correct any defect or omission and reconcile any
inconsistency in the Plan or in any award hereunder, and (g) make
all other determinations and take all other actions as it deems
necessary or desirable for the implementation and administration of
the Plan, and (h) subject to the restrictions imposed by Section
6.7, cancel or suspend awards. Any interpretation of the Plan by
the Board (or the Committee, if applicable) and any decision made
by the Board (or the Committee, if applicable) on any matter within
its discretion is final and binding on all persons. No member of
the Board or the Committee shall be liable for any action or
determination made with respect to the Plan.
Section 3
Shares Subject to the Plan
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3.1. Number of Shares Reserved. Subject to
adjustment in accordance with subsection 3.2, the number of shares
of common stock of the Company ("Common Stock") with respect to
which options may be granted under the Plan shall not exceed
250,000 shares in the aggregate. Such shares may be either
authorized and unissued shares, treasury shares or a combination
thereof, as the Board may determine. The number of shares related
to awards that are forfeited, surrendered, terminated or canceled
or are not delivered because the award is settled in cash or used
to satisfy the applicable tax withholding obligation shall again be
available for additional awards under the Plan unless the Plan
shall have terminated.
3.2. Adjustments to Number of Shares. Subject
to the following provisions of this subsection 3.2, in the event of
any change in the outstanding shares of Common Stock by reason of
any stock dividend, split, spin-off, recapitalization or other
similar change, the type and number of shares of stock which are or
may be subject to awards under the Plan and the terms and the
number of outstanding awards (including the number of shares and
price at which shares of stock may be issued pursuant to an
outstanding award) shall be equitably adjusted by the Board in its
discretion to the extent the Board determines that such adjustment
is necessary to preserve the benefit of the award for the
Participant and the Company.
Section 4
Participation
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Subject to the terms and conditions of the
Plan, employees of the Company who are not officers or directors of
the Company shall be eligible to receive awards under the Plan
("Participants").
Section 5
Stock Options
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5.1. Award of Stock
Options. Subject to the terms and conditions of the Plan, the Board
shall determine the number, type and terms of the options to be
awarded to each Participant under the Plan. Any option granted
under this Plan may be either an incentive stock option (an "ISO")
or a non-qualified option (an "NQO"), as determined in the
discretion of the Board. An ISO is an option that is intended to
satisfy the requirements applicable to an "incentive stock option"
described in section 422(b) of the Code. An "NQO" is an option that
is not intended to be an "incentive stock option" as that term is
described in section 422(b) of the Code. To the extent that the
aggregate fair market value (determined at the time of grant) of
shares of Common Stock with respect to which ISOs are exercisable
for the first time by the Participant during the calendar year
under all plans of the Company exceeds $100,000, the options or
portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as NQOs. It should be
understood that there is no assurance that an option designated as
an ISO will, in fact, be treated as an ISO. In the event that an
option is designated as an ISO does not qualify as an "incentive
stock option" under section 422(b) of the Code, then the option
shall be deemed to be a NQO. Subject to subsection 3.2, the number
of ISOs that may be awarded under the Plan is 250,000. Subject to
subsection 3.2, the maximum number of shares that may be covered by
options granted to any one individual under the Plan shall be
100,000 shares during any one calendar-year period.
5.2. Option Price.
The exercise price per share for any option awarded under the Plan
shall be determined by the Board, but in no event shall the
exercise price be less than the fair market value (as determined by
the Board) of a share o
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