Unassociated Document


    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").

    


    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 "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 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 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 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.

     

    
      	 	 	 
	 	INTER
              PARFUMS, INC.
	 
 	 
 	 
 
	 	By: