Nonqualified Stock Option Contract
Exhibit
4.27
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 26th
day of
December, 2007, 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 Company’s Executive
Compensation and Stock Option Committee (the “Committee”) effective on the
15th
day of
December 2006, and the terms and subject to the conditions of the Company’s 2004
Stock Option Plan (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 $18.865 per share.
2. Subject
to earlier termination as provided in the 2004 Plan, the term of this option
shall be six (6) years from the date hereof; provided
that,
such
option shall vest and become exercisable to purchase shares of Common Stock
as
follows: 20% one year after the date of grant, and then 20% on each of the
second, third, fourth and fifth consecutive years from the date of grant on
a
cumulative basis, so that each option shall become fully vested and exercisable
on the fifth year from the date of grant.
3. (a) Subject
to the provisions contained in Section 2 hereof, this option may be exercised
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 100 Shares (unless less than 100 Shares
remain to be purchased, then such amount remaining), or fractional Shares),
by
giving written 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
Company’s Executive Compensation and Stock Option Committee (the “Committee”).
(b) 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.
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
the Option Holder in Registration Statement No. 333-136988 under the 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 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).
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.
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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, or in the event of the death
or
disability of the Option Holder, 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.
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Schedule
of Executive Officers and Number of Shares Underlying
Option
|
Executive
Officer
|
Number
of Shares
|
|
Xxxx
Xxxxx
|
19,000
|
|
Xxxxxxxx
Xxxxxxx
|
19,000
|
|
Xxxxxxx
Xxxxxxxxx
|
15,000
|
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