EXHIBIT 4.20 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").
W I T N E S S E T H:
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 "_____ 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 _____ 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 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 _____ 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
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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 _____ 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 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.
INTER PARFUMS, INC.
By:
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