Exhibit
4.5
Nonqualified Stock Option
Contract
THIS NONQUALIFIED STOCK OPTION
CONTRACT is entered into
effective as of the 20 th day of April, 2005, by and between INTER
PARFUMS, INC., a Delaware corporation (the "Company") and
_______(“Optionee”).
WITNESSETH:
1. The
Company, in accordance with the resolutions adopted by the Stock
Option Committee on the 20 th day of April, 2005, and the terms and subject to
the conditions of the Company’s 2004 Stock Option Plan (the
“2004 Plan”), hereby grants to the Optionee as of the
date hereinabove set forth, a nonqualified option to purchase an
aggregate of _____ shares (the “Shares”)
of the common stock, $.001 par value per share, of the Company (the
"Common Stock"), at $9.967 per share.
2. The
term of this option shall be five (5) years from the date hereof,
subject to earlier termination as provided in the 2004 Plan. This
option may be exercised in whole or in part and from time to time
as to the Shares but prior to the end of the term of the option, by
giving written notice to the Company at its principal office,
presently 551 Fifth Avenue, New York, New York 10176, stating that
the Optionee is exercising this nonqualified stock option,
specifying the number of shares purchased and accompanied by
payment in full of the aggregate purchase price therefor (i) in
cash or certified check, or (ii) with previously acquired shares of
Common Stock or a combination of the foregoing if permitted in the
discretion of the Committee. This option shall not be exercisable
at any time in an amount less than 100 Shares (or the remaining
Shares then covered and purchasable under this option if fewer that
100 Shares). In no event may this option be exercised with respect
to a fractional Share. In addition, upon the exercise of this
option, the Company may withhold cash and/or Shares to be issued
with respect thereto, having an aggregate fair market value equal
to the amount which it determines is necessary to satisfy its
obligation to withhold federal, state and local income taxes or
other taxes incurred by reason of such exercise. Alternatively, the
Company may require the holder to pay to the Company such amount,
in cash, promptly upon demand. The Company shall not be required to
issue any Shares pursuant to this option until all required
payments have been made.
3. Nothing
in the 2004 Plan or herein shall confer upon the Optionee any right
to continue in the empl
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