NONQUALIFIED STOCK OPTION CONTRACT
Exhibit
4.22
NONQUALIFIED
STOCK
OPTION
CONTRACT
THIS
NONQUALIFIED STOCK OPTION CONTRACT
is
entered into effective as of the __day of ____, ____, 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 effective as of _____, and the terms and subject to the conditions
of
the Company’s ____ Stock Option Plan (the "1999 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 $_____ 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 1999 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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 that 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 1999 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 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, 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.
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 1999 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 1999 Plan. In the event of a conflict between
the terms of this Contract and the terms of the 1999 Plan, then in such event,
the terms of 1999 Plan shall govern. Except as otherwise provided herein, all
capitalized terms used herein shall have the same meaning ascribed to them
in
the 1999 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 1999 Plan and the options granted
to the Optionee under the 1999 Plan, subject to the limitations contained in
the
1999 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 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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INTER
PARFUMS, INC.
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