Nonqualified Stock Option Contract
Exhibit
4.6
THIS NONQUALIFIED STOCK OPTION
CONTRACT is entered into effective as of the 1st day of February, 2005,
by and between Inter Parfums,
Inc., a Delaware corporation (the "Company") and ____________
("Optionee").
WITNESSETH:
1. The
Company, in accordance with the terms and subject to the conditions of the 2004
Nonemployee Director Stock Option Plan of the Company adopted by the Board of
Directors on 26 March 2004 and approved by a vote the shareholders of the
Company at the 2004 annual meeting of stockholders (the "Plan"), hereby grants
to the Optionee as of the date hereinabove set forth, a nonqualified option to
purchase an aggregate of 1,500 shares (the "Shares") of the common stock, $.001
par value per share, of the Company (the "Common Stock"), at $10.133 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 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 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Plan or herein shall confer upon the Optionee 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 Optionee with the Company, its Parent or any of its
Subsidiaries.
4. The
Optionee represents and agrees that in the event of any exercise of this option,
unless the Shares received upon such exercise shall have been registered under
an effective registration statement under the Securities Act of 1933, as amended
(the "Act"), or there is an exemption from registration, the Shares will be
acquired for investment and not with a view towards distribution thereof, and
agrees that the Shares shall not be sold except in compliance with the
applicable provisions of the Act.
5.
Notwithstanding anything to the contrary, if at any time the Board of Directors
or the Committee shall determine in 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,
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 Board of Directors or the
Committee.
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6. The
Company and the Optionee further agree that they will both be subject to and
bound by all of the terms and conditions of the Plan, which is incorporated by
reference herein and made a part hereof as if fully set forth herein. In the
event the Optionee'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 Optionee, the rights hereunder shall be governed by, and made
subject to, the provisions of the Plan. In the event of a conflict between the
terms of this Contract and the terms of the Plan, then in such event, the terms
of Plan shall govern. Except as otherwise provided herein, all capitalized terms
used herein shall have the same meaning ascribed to them in the
Plan.
7. 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 Optionee, only by
the Optionee or his legal representatives.
8. The
Optionee agrees that the Company may amend the Plan and the options granted to
the Optionee under the Plan, subject to the limitations contained in the
Plan.
9. 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 Optionee's right hereunder.
10. This
Contract shall be governed by and construed in accordance with the laws of the
State of Delaware, 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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INTER
PARFUMS, INC.
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx
Xxxxxxxxx, Executive
Vice President
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Optionee
List:
Xxxxxxxx
Xxxxxxxxx
Xxxx
Xxxx
Xxxxxx
Xxxxxxxxxx-Xxxxxx
Xxxxx
Rosinoer
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