Exhibit
4.1
1999 STOCK OPTION
PLAN
OF
INTER PARFUMS,
INC.
1. Purposes of The Plan. This stock option plan (the "Plan")
is designed to provide an incentive to key employees, officers,
directors and consultants of Inter Parfums, Inc., a Delaware
corporation (the "Company"), and its present and future subsidiary
corporations, as defined in Paragraph 17 ("Subsidiaries"), and to
offer an additional inducement in obtaining the services of such
individuals. The Plan provides for the grant of
"incentive stock options," within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"),
nonqualified stock options and stock appreciation rights
("SARs").
2. Shares Subject To The Plan.
The aggregate number of
shares of Common Stock, $.001 par value per share, of the Company
("Common Stock") for which options or SARs may be granted under the
Plan shall not exceed 1,000,000. Such shares may, in the discretion
of the Board of Directors, consist either in whole or in part of
authorized but unissued shares of Common Stock or shares of Common
Stock held in the treasury of the Company. The Company
shall at all times during the term of the Plan reserve and keep
available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of the
Plan. Subject to the provisions of Paragraph 14, any
shares subject to an option or SAR which for any reason expire, are
canceled or are terminated unexercised (other than those which
expire, are canceled or terminated pursuant to the exercise of a
tandem SAR or option) shall again become available for the granting
of options or SARs under the Plan. The number of shares of Common
Stock underlying that portion of an option or SAR which is
exercised (regardless of the number of shares actually issued)
shall not again become available for grant under the
Plan.
3.
Administration Of The Plan.
(a) The Plan shall be administered by the Board
of Directors, or if appointed, by a Stock Option Committee
consisting of not less than two (2) members of the Board of
Directors, each of whom shall be a “non-employee
director” within the meaning of Rule 16b-3 promulgated by the
Securities and Exchange Commission. (The group administering the
plan is referred to as the "Committee). The failure of any of the
Committee members to qualify as a Anon-employee director" shall not
otherwise affect the validity of the grant of any option or SAR, or
the issuance of shares of Common Stock otherwise validly issued
upon exercise of any such option. A majority of the members of the
Committee shall constitute a quorum, and the acts of a majority of
the members present at any meeting at which a quorum is present,
and any acts approved in writing by all members without a meeting,
shall be the acts of the Committee.
(b)
Subject to the express provisions of the Plan, the Committee shall
have the authority, in its sole discretion, to determine the
individuals who shall receive options and SARS; the times when they
shall receive them; whether an option shall be an incentive or a
nonqualified stock option; whether an SAR shall be granted
separately, in tandem with or in addition to an option; the number
of shares to be subject to each option and SAR; the term of each
option and SAR; the date each option and SAR shall become
exercisable; whether an option or SAR shall be exercisable in
whole, in part or in installments, and if in installments, the
number of shares to be subject to each installment; whether the
installments shall be cumulative, the date each installment shall
become exercisable and the term of each installment; whether to
accelerate the date of exercise of any installment; whether shares
may be issued on exercise of an option as partly paid, and, if so,
the dates when future installments of the exercise price shall
become due and the amounts of such installments; the exercise price
of each option and the base price of each SAR; the form of payment
of the exercise price; the form of payment by the Company upon the
optionee's exercise of an SAR; whether to require that the optionee
remain in the employ of the Company or its Subsidiaries for a
period of time from and after the date the option or SAR is granted
to him; the amount necessary to satisfy the Company's obligation to
withhold taxes; whether to restrict the sale or other disposition
of the shares of Common Stock acquired upon the exercise of an
option or SAR and to waive any such restriction; to subject the
exercise of all or any portion of an option or SAR to the
fulfillment of contingencies as specified in the Contract
(described in Paragraph 12), including without limitations,
contingencies relating to financial objectives (such as earnings
per share, cash flow return, return on investment or growth in
sales) for a specified period for the Company, a division, a
product line or other category, and/or the period of continued
employment of the optionee with the Company or its Subsidiaries,
and to determine whether such contingencies have been met; to
construe the respective Contracts and the Plan; with the consent of
the optionee, to cancel or modify an option or SAR, provided such
option or SAR as modified would be permitted to be granted on such
date under the terms of the Plan; and to make all other
determinations necessary or advisable for administering the
Plan. The determinations of the Committee on the matters
referred to in this Paragraph 3 shall be conclusive.
4. Eligibility. The Committee may, consistent with the purposes
of the Plan, grant incentive stock options to key employees
(including officers and directors who are employees) and
nonqualified stock options and/or SARs to key employees, officers,
directors and consultants of the Company or any of its Subsidiaries
from time to time, within ten (10) years from the date of adoption
of the Plan by the Board of Directors, covering such number of
shares of Common Stock as the Committee may determine; provided,
however, that the aggregate market value (determined at the time
the stock option is granted) of the shares for which any eligible
person may be granted incentive stock options under the Plan or any
plan of the Company, or of a Parent or a Subsidiary of the Company
which are exercisable for the first time by such optionee during
any calendar year shall not exceed $100,000. Any option
(or portion thereof) granted in excess of such amount shall be
treated as a nonqualified stock option.
Section 4A.
Code Section 162(m) Provisions.
(a) Notwithstanding
any other provision of the Plan, if the Committee determines that
at the time a person is granted an option or SAR, such person is
then, or is likely to become, a Covered Person (as hereinafter
defined), then the Committee may provide that this Section 4A is
applicable to such grant.
(b) Notwithstanding
any provision of this Plan, no person eligible to receive a grant
of an option or SAR under this Plan shall be granted options to
purchase or an SAR in excess of 100,000 shares of common
stock in any one fiscal year. Such 100,000 maximum number shall be
appropriately adjusted for stock splits, stock dividends and the
like.
(c) Notwithstanding
any provision of this Plan, the exercise price for all options and
the base price for all SARs to be granted under the Plan, shall not
be less than the fair market value of the Common Stock at the time
of grant.
(d) The
term “Covered Person” shall mean a “covered
employee” within the meaning of Code
Section 162(m)(3) or any successor provision
thereto.
5. Exercise Price And Base Price.
(a) The exercise price of the shares of Common
Stock under each option and the base price for each SAR shall be
determined by the Committee; provided, however, in the case of an
incentive stock option, the exercise price shall not be less than
100% of the fair market value of the Common Stock on the date of
grant, and further provided, that if, at the time an incentive
stock option is granted, the optionee owns (or is deemed to own)
stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, of any of its
Subsidiaries or of a Parent, the exercise price shall not be less
than 110% of the fair market value of the Common Stock subject to
the option at the time of the granting of such option.
(b) The fair market value of the Common stock on
any day shall be (a) if the principal market for the Common stock
is a national securities exchange, the average between the high and
low sales prices of the Common stock on such day as reported by
such exchange or on a consolidated tape reflecting transactions on
such exchange; (b) if the principal market for the Common Stock is
not a national securities exchange and the Common Stock is quoted
on The Nasdaq Stock Market ("NASDAQ"), and (i) if actual
sales price information is available with respect to the Common
Stock, then the average between the high and low sales prices of
the Common Stock on such day on NASDAQ, or (ii) if such information
is not available, then the average between the highest bid and
lowest asked prices for the Common Stock on such day on NASDAQ; or
(c) if the principal market for the Common Stock is not a national
securities exchange and the Common Stock is not quoted on NASDAQ,
then the average between the highest bid and lowest asked prices
for the Common Stock on such day as reported by The
Nasdaq Bulletin Board, or a comparable service; provided
that if clauses (a), (b) and (c) of this Paragraph are all
inapplicable, or if no trades have been made or no quotes are
available for such day, then the fair market value of the Common
Stock shall be determined by the Committee by any method consistent
with applicable regulations adopted by
