EXHIBIT 10.2
ELIZABETH ARDEN,
INC.
2004 Non-Employee
Director Stock Option Plan
1. Purpose. The purpose of
this Plan is to help attract, retain and compensate highly
qualified individuals who are not current employees of Elizabeth
Arden, Inc. (the "Company") as members of the Board of Directors
and, by encouraging ownership of a stock interest in the Company,
to gain for the Company the advantages inherent in directors having
a greater personal financial investment in the Company.
2. Definitions. As used
herein, the following terms shall have the meanings indicated:
"Annual Meeting Date" means
5:00 p.m. on the date of the annual meeting of the Company's
shareholders at which the Directors are elected.
"Board" means the Company's
Board of Directors.
"Code" means the Internal
Revenue Code of 1986, as amended.
"Common Stock" means the
Common Stock, par value $.01 per share, of the Company.
"Company" refers to
Elizabeth Arden, Inc., a Florida corporation, or any successor
thereof.
"Director" means a member of
the Board.
"Effective Date" is the date
specified in Section 16.1.
"Eligible Director" means
any person who is a member of the Board and who, is "a non-employee
director" (as defined in Rule 16b-3 of the Exchange Act) of the
Company
"Fair Market Value" of the
Common Stock on any date of reference means shall be determined in
good faith by the Board and may, among other methods, be the
Closing Price of the Common Stock on the grant date. For this
purpose, the Closing Price of the Common Stock on any business day
shall be (i) if such Common Stock is listed or admitted for trading
on any United States national securities exchange or is quoted on
the National Association of Securities Dealers Automated Quotations
Systems ("NASDAQ"), or if actual transactions are otherwise
reported on a consolidated transaction reporting system, the last
reported sale price of Common Stock on such exchange, NASDAQ or
reporting system, as reported in any newspaper of general
circulation; or (ii) if clause (i) is not applicable, the mean
between the high bid and low ask quotations for the Common Stock as
reported by the National Quotation Bureau, Incorporated if at least
two securities dealers have inserted both bid and ask quotations
for the Common Stock on at least 5 of the 10 preceding days.
"Option" (when capitalized)
means any stock option granted under this Plan.
"Option Agreement" means the
agreement between the Company and the Optionee for the grant of an
option.
"Option Period" means the
ten year period between the date an Option is granted and the
expiration date of the Option.
"Optionee" means an Eligible
Director to whom a stock option is granted under this Plan or any
person who succeeds to the rights of such person under this Plan by
reason of the death of such person.
"Plan" shall mean this
Non-Employee Director Stock Option Plan for the Company.
"Share(s)" shall mean a
share or shares of the Common Stock.
3. Shares and Options. Subject to Section
11 of this Plan, the maximum number of shares of Common Stock that
may be issued pursuant to Options granted under the Plan shall be
350,000 shares. Shares of Common Stock shall be made available for
issuance pursuant to the Plan either from shares of Common Stock
reacquired by the Company (either directly or indirectly through an
agent, trustee or other person or entity) or from authorized but
unissued shares. Any shares of Common Stock with respect to which
Options have expired or terminated for any reason other than
exercise of such Options, shall again be available for issuance
pursuant to the Plan, to the extent permitted under Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
4. Grants of Options. Commencing on the
2004 Annual Meeting Date, and provided that a sufficient number of
shares remain available under this Plan, each Eligible Director who
is re-elected to serve as a director on the Annual Meeting Date
shall be granted on the Annual Meeting Date an option to purchase
7,000 shares of the Common Stock, or such other amount as
determined by the Board based on a competitive review of comparable
companies. Upon the grant of each Option, the Company and the
Eligible Director shall enter into an Option Agreement, which shall
specify the grant date and the exercise price and shall include or
incorporate by reference the substance of this Plan and such other
provisions consistent with this Plan as the Board may determine.
The options to be granted under this Plan shall be nonqualified
stock options (stock options which do not constitute "incentive
stock options" within the meaning of Section 422A of the Code).
5. Exercise Price. The exercise price per
Share of any Option shall be the Fair Market Value of the Shares
underlying such Option on the date such Option is granted.
6. Exercise of Options. An Option shall
be deemed exercised when (i) the Company has received written
notice of such exercise in accordance with the terms of the Option;
(ii) full payment of the aggregate exercise price of the Shares as
to which the Option is exercised has been made; and (iii)
arrangements that are satisfactory to the Board in its sole
discretion have been made for the Optionee's payment to the Company
of the amount that is necessary for the Company to withhold in
accordance with applicable Federal or state tax withholding
requirements. The exercise price of any Shares purchased, and any
required tax payment, shall be paid, at the election of the
Company, in cash, by the tender of Shares, or both. If payment is
made in cash, it may be made by certified or official bank check,
personal check, money order or wire transfer. If payment is made by
the tender of Shares, the Fair Market Value of each Share shall be
determined as of the day the Shares are tendered for payment or, if
no sale or bid has been made on such date, then on the last
preceding day on which such sale or bid shall have been made. Any
excess of the value of the tendered Shares over the purchase price
will be returned to the Optionee as follows:
(i) any
whole Shares remaining in excess of the purchase price will be
returned to the Optionee in kind, and may be represented by one or
more certificates as determined by the Company in its sole
discretion;
(ii) any
partial Shares remaining in excess of the purchase price will be
returned to the Optionee in cash.
No Optionee shall be deemed to be a
holder of any Shares subject to an Option unless and until a stock
certificate or certificates for such Shares are issued to such
person(s) under the terms of the Plan. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights for
which the record date is prior to the date such stock certificate
is issued, except as expressly provided in Section 11 hereof.
7. Issuance of Shares. No shares shall be
issued and delivered upon exercise of any Option unless and until
in the opinion of the Company's legal counsel, any applicable
registration requirements of the Securities Act of 1933, as
amended, any applicable listing requirements of any national
securities exchange on which stock of the same class is then
listed, and any other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. The Company shall not be required to
issue any Shares if the issuance of such Shares would constitute a
violation by the individual exercising the Option or the Company of
any provisions of any law or regulation of any governmental
authority, including without limitation any provisions of the
Sarbanes-Oxley Act of 2002, and any other Federal or state
securities laws or regulations. Any determination in this
connection by the Board shall be final, binding and conclusive. The
Company shall not be obligated to take any affirmative action in
order to cause the exercise of an Option, the issuance of Shares
pursuant thereto or the grant of an Option to comply with
