Nonqualified Stock Option Contract
Exhibit
4.29
This
document constitutes part of a prospectus covering securities that have been
registered under the Securities Act of 1933.
THIS
NONQUALIFIED STOCK OPTION CONTRACT
is
entered into effective as of the 14 day of February, 2008, by and between
INTER
PARFUMS, INC.,
a
Delaware corporation (the “Company”) and _____ (“Option Holder”).
W
I T N E S S E T H:
1. The
Company, in accordance with the resolutions adopted by the Executive
Compensation and Stock Option Committee of the Board of Directors of the
Company
(the “Committee”) effective on the 14th
day of
February 2008, and the terms and subject to the conditions of the Company’s 2004
Stock Option Plan as amended by the Committee pursuant to the French Stock
Option Subplan Addendum dated 14 February 2008 (the “Addendum”) (the 2004 Stock
Option Plan and the Addendum are sometimes collectively referred to as the
“2004
Plan”), hereby grants to the Option Holder as of the date set forth above, a
nonqualified stock 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 the exercise price of U.S.$16.945 per share.
2. Subject
to earlier termination as provided in the 2004 Plan, the term of this option
shall be for a period of six (6) years from the date hereof, until 13 February
2014; provided
that,
this
option shall not vest or become exercisable to purchase shares of Common
Stock
until 14 February 2012, at which time 100% of this option shall vest and
become
exercisable to purchase shares of Common Stock.
3. (a) Subject
to the provisions contained in Section 2 hereof, this option may be exercised,
between 14 February 2012 and 13 February 2014, from time to time in whole
or in
part prior to the end of the term of the option (but not with respect to
less
than 50 Shares (unless less than 50 Shares remain to be purchased, then such
amount remaining), or fractional Shares), by giving written notice to Inter
Parfums SA (4 rond-point des Xxxxxx Xxxxxxx - 00000 Xxxxx - Xxxxxx, att. Chief
Financial Officer ) which will forward such notice to the Company at its
principal office, presently 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, stating
that the Option Holder is exercising this 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
sole discretion of the Committee.
(b) The
Option Holder understands that he will be subject to the French Tax laws
and he
shall have to pay to the French Tax Authorities and French Social Security
Authorities any taxes incurred by reason of exercise of his options rights.
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 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.
4. This
option is not transferable otherwise than by will or the laws of descent
and
distribution and may be exercised, during the lifetime of the Option Holder,
only by the Option Holder or his legal representatives.
5. Nothing
in the 2004 Plan or herein shall confer upon the Option Holder any right
to
continue in the employ of, or be associated with, the Company, its Parent
or any
of its Subsidiaries, or interfere in any way with the right to employment
or
association of the Option Holder with the Company, its Parent or any of its
Subsidiaries.
6. The
Option Holder understands that the Shares have been registered for issuance
to
and resale by the Option Holder in Registration Statement No. 333-136988
under
the United States Securities Act of 1933, as amended (the “Act”). Resale to the
public by the Option Holder is to be made under Rule 144 under the Act in
accordance with the procedure for resale of “affiliate shares” in the absence of
a subsequent effective registration statement for the resale of the Shares.
Notwithstanding registration under the Act, the Option Holder understands
that
in accordance with the provisions of the Company’s Code of Business Conduct, (i)
the Option Holder must obtain permission from the Company’s Chief Financial
Officer prior to any sale of the Shares; and (ii) the
use
of material non-public information in connection with the sale of the Company’s
shares (“Xxxxxxx Xxxxxxx”) or the communication of such information to others
who use it in trading the Company’s shares (“Tipping”) is strictly
prohibited.
7. (a) The
Option Holder understands that the Company maintains its internet website
at
xxx.xxxxxxxxxxxxxxx.xxx which is linked to the United States Securities and
Exchange Commission (“SEC”) Xxxxx database. The Option Holder can obtain through
the Company’s website, free of charge, its annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments
to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange as soon as reasonably practicable after the Company has electronically
filed with or furnished them to the SEC.
(b) In
addition, the Company will cause to be delivered to the Option Holder, upon
request to the Company directed to either the Chief Financial Officer or
the
Controller, without charge to the Option Holder, a copy of the documents
incorporated by reference into the Registration Statement, other than exhibits
(unless such exhibits are specifically incorporated by reference into the
Registration Statement).
(c) The
Option Holder understands that effectiveness of the French Stock Option Subplan
Addendum dated 14 February 2008 is made subject to the approval of the
shareholders of the Company at the next meeting of shareholders, which is
scheduled for July or August 2008.
8. Notwithstanding
anything to the contrary, if at any time the Chief Executive Officer, Board
of
Directors of the Company or the Committee shall determine it its discretion
that
the listing or qualification of the Shares on any securities exchange, with
national securities association or under any applicable law, or the consent
or
approval of any governmental regulatory body, is necessary or desirable as
a
condition of, or in connection with, the granting of an option, or the issue
of
Shares thereunder, or the sale of the Shares, then this option may not be
exercised in whole or in part unless such listing, qualification, consent
or
approval shall have been effected or obtained free of any conditions not
acceptable to the Chief Executive Officer, Board of Directors or the
Committee.
9. (a) The
Company and the Option Holder further agree that they will both be subject
to
and bound by all of the terms and conditions of the 2004 Plan, which is
incorporated by reference herein and made a part hereof as if fully set forth
herein.
(b) In
the
event the Option Holder's employment by, or association with, the Company,
its
Parent or any of its Subsidiaries terminates
(i) as
a
result of serious misconduct (which shall be determined in the sole and absolute
discretion of the Committee), then this option shall immediately terminate;
or
(ii) by
reason
of retirement, resignation, or dismissal for other than serious misconduct,
then
under Section 9.2 of the Addendum, the
Committee shall have the authority, in its sole discretion, to determine
whether
and under what conditions options granted under the
Addendum will terminate upon the Option Holder leaving the Company and to
waive
any such condition;
or
(iii) in
the
event of the death or disability of the Option Holder, then the rights hereunder
shall be governed by, and made subject to, the provisions of the 2004 Plan.
(c) In
the
event of a conflict between the terms of this Contract and the terms of the
2004
Plan, then in such event, the terms of 2004 Plan shall govern.
(d) Except
as
otherwise provided herein, all capitalized terms used herein shall have the
same
meaning ascribed to them in the 2004 Plan.
(e) The
Option Holder agrees that the Company may amend the 2004 Plan and the options
granted to the Option Holder under the 2004 Plan, subject to the limitations
contained in the 2004 Plan.
10. This
Contract shall be binding upon and inure to the benefit of any successor
or
assign of the Company and to any executor, administrator or legal representative
entitled by law to the Option Holder's right hereunder.
11. This
Contract shall be governed by and construed in accordance with the laws of
the
State of New York, without regard to the principles of conflicts of
laws.
IN
WITNESS WHEREOF,
the
parties hereto have entered into this Contract effective as of the date first
above written.
Schedule
of French Executive Officers and Number of Shares Underlying
Option
|
Last
Name
|
Number
of Shares
|
|
Xxxxxxxx
Xxxxx
|
8,500
|
|
Xxxxxxxx
Xxxxxx-Xxxxxx
|
8,500
|
|
Hugues
De La Chevasnerie
|
5,000
|
|
Xxxx
Xxxxx
|
3,150
|
