Unassociated Document


     

    
      This
        document constitutes part of a prospectus covering securities that have been
        registered under the Securities Act of 1933.

       

    

    NONQUALIFIED
      STOCK OPTION CONTRACT

    


    THIS
      NONQUALIFIED STOCK OPTION CONTRACT
      is
      entered into effective as of the 15th
      day of
      December, 2006, by and between INTER
      PARFUMS, INC.,
      a
      Delaware corporation (the “Company”) and «Executive_Officer»
      (“Option
      Holder”).

    


    WITNESSETH:

    


    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 «Number_of_Shares» shares
      (the “Shares”) of the common stock, $.001 par value per share, of the Company
      (the “Common Stock”), at the exercise price of $19.655 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 551
      Fifth Avenue, New York, New York 10176, 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.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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 (“Insider Trading”) 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
      www.interparfumsinc.com
      which is
      linked to the SEC Edgar 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.

    


    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. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (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.

     

    

      
        	 	
                INTER
                  PARFUMS, INC.

              
	 	 
	 	
                By:_________________________________

              
	
                 

              	
                Russell
                  Greenberg, Executive
                  Vice President

              
	 	 
	 	_______________________________
	 	
                «Executive_Officer» 

              


      

    

    


    


    Schedule
      of Executive Officers and Number of Shares Underlying Option
      Grant

    


    
      	
              Executive
                Officer

            	
              Number
                of Shares

            
	
              Philippe
                Benacin

            	
              40,000

            
	
              Jean
                Madar

            	
              40,000

            
	
              Russell
                Greenberg

            	
              25,000

            
	
              Philippe
                Santi

            	
              5,000

            
	
              Frederick
                Garcia Pelayo

            	
              5,000

            


    

    


    
      
        
        

      

      
        3