Inter Parfums,
Inc.
2004 Nonemployee
Director
Stock Option Plan (As
amended)
**********
1. Purpose of the Plan.
The purpose of this 2004
Nonemployee Director Stock Option Plan (the “Plan”) of
Inter Parfums, Inc., a Delaware corporation (the
“Corporation”), is to make available shares of the
Common Stock, par value $.001 per share, of the Corporation (the
“Common Stock”) for purchase by directors of the
Corporation who are not employees of the Corporation, or any parent
or subsidiary thereof (“Nonemployee Directors”). Thus,
the Plan permits the Corporation to attract and
retain the services of experienced and knowledgeable Nonemployee
Directors for the benefit of the Corporation and its shareholders
and to provide additional incentive for such Nonemployee Directors
to continue to work for the best interests of the Corporation and
its shareholders through continuing ownership of its Common
Stock.
2. Stock Subject to the
Plan. Subject
to the provisions of Section 10, the total number of shares of
Common Stock which may be subject to options under the Plan shall
not exceed 50,000, whether authorized but unissued shares, or
shares which shall have been purchased or acquired by the
Corporation for this or any other purpose. Such shares are from
time to time to be allotted for option and sale to Nonemployee
Directors in accordance with the Plan. In the event any option
granted under the Plan shall expire or terminate for any reason
without having been exercised in full or shall cease for any reason
to be exercisable in whole or in part, the shares not so purchased
thereby shall again be available for the purposes of the
Plan.
3. Administration of the
Plan. The
Plan shall be self-executing. However, to the extent permitted
herein, the Plan shall be administered by either the Board of
Directors of the Corporation (the "Board") or a
committee of two (2) or more Nonemployee Directors (the
"Committee") of the Board appointed by the Board. The Board or the
Committee shall, subject to the express provisions of the Plan,
have the power to interpret the Plan; correct any defect, supply
any omission or reconcile any inconsistency in the Plan; prescribe,
amend and rescind rules and regulations relating to the Plan; and
make all other determinations necessary or advisable for the
administration of the Plan. The determination of the Board or the
Committee on the matters referred to in this Section 3 shall be
conclusive.
(a) Nonemployee Directors shall not include
directors who are also employees of the Corporation or any parent
or subsidiary thereof, but shall include directors of the
Corporation who are providing services such as business, financial,
legal or investment banking services, to, for, or on behalf of the
Corporation or any parent or subsidiary thereof, in return for
remuneration, directly or indirectly through one or more entities.
All grants under this Plan shall be in lieu of any other option
grants that a Nonemployee Director may have been entitled to under
any other plan of the Company.
(b) Each individual who becomes a Nonemployee
Director, shall on the date of his initial election or appointment
to the Board be granted an option to purchase 2,000 shares of
Common Stock.
(c) Each Nonemployee Director other than Joseph
A. Caccamo, shall be granted an option to purchase 1,000 shares of
Common Stock commencing on the next February 1st, and each
succeeding February 1st throughout the term of this Plan for so
long as he is a Nonemployee Director. In lieu of grants of options
to purchase 1,000 shares, Joseph A. Caccamo shall be granted
options to purchase 4,000 shares hereunder for as long as he is a
Nonemployee Director. Notwithstanding the foregoing, no option
shall be granted on such February 1st grant date to any Nonemployee
Director who first becomes a Nonemployee Director within six (6)
months prior to such February 1st grant date.
(d) If a sufficient number of shares
of Common Stock reserved for issuance upon proper exercise of
options to be granted to Nonemployee Directors on the February 1st
grant date does not exist, then the aggregate remaining number of
shares shall be prorated equally among options to be granted to all
Nonemployee Directors at such February 1st grant date, and options
shall be granted to purchase such reduced number of shares.
Notwithstanding the foregoing, if a sufficient number of shares of
Common Stock reserved for issuance upon proper exercise of options
to be granted to Nonemployee Directors on the February 1st grant
date does not exist, then options shall be granted under
any pre-existing Nonemployee Director plan in order to satisfy such
deficiency, if, and to the extent available.
(e) It is the express intent that options to be
granted under this Plan shall be in lieu of further option grants
under any of the Company’ existing Nonemployee Director
plans, such as the 1997 Nonemployee Director Stock Option Plan, and
the 2000 Nonemployee Director Stock Option Plan, except to the
extent to satisfy any deficiency as set forth in Section 4(d)
above.
(f) On
or after June 19, 2006, all options that may be granted from time
to time under the Plan shall vest and become exercisable to
purchase shares of Common Stock as follows: 25% one year after the
date of grant, and then 25% on each of the second, third and fourth
consecutive years from the date of grant on a cumulative basis, so
that each option shall become fully vested and exercisable on the
fourth year from the date of grant.
5. Option Price; Fair Market
Value.
(a) The price at which shares of the Common
Stock may be purchased pursuant to options granted under the Plan
shall be equal to one hundred percent (100%) of the fair market
value of the Common Stock on the date an option is
granted.
(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") or The Over The Counter
Bulletin Board (the "Bulletin Board"), 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 the B
