Exhibit 4.22


2004 STOCK
OPTION PLAN


OF


INTER
PARFUMS, INC. (As Amended)


 


1.
Purposes of The Plan. This stock option plan (the "Plan") is designed to provide an incentive to key employees,
officers, directors and consultants of Inter Parfums, Inc., a Delaware corporation (the "Company"), and its present
and future subsidiary corporations, as defined in Paragraph 17 ("Subsidiaries"), and to offer an additional inducement
in obtaining the services of such individuals. The Plan provides for the grant of "incentive stock options," within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), nonqualified stock options
and stock appreciation rights ("SARs").


 


2.
Shares Subject To The Plan. The aggregate number of shares of Common Stock, $.001 par value per share, of the Company ("Common
Stock") for which options or SARs may be granted under the Plan shall not exceed 1,000,0001. Such shares may,
in the discretion of the Board of Directors, consist either in whole or in part of authorized but unissued shares of Common Stock
or shares of Common Stock held in the treasury of the Company. The Company shall at all times during the term of the Plan reserve
and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of the Plan. Subject
to the provisions of Paragraph 14, any shares subject to an option or SAR which for any reason expire, are canceled or are terminated
unexercised (other than those which expire, are canceled or terminated pursuant to the exercise of a tandem SAR or option) shall
again become available for the granting of options or SARs under the Plan. The number of shares of Common Stock underlying that
portion of an option or SAR which is exercised (regardless of the number of shares actually issued) shall not again become available
for grant under the Plan.


 


3.
Administration Of The Plan.


 


(a)
The Plan shall be administered by the Board of Directors, or if appointed, by a committee consisting of not less than two (2)
members of the Board of Directors, each of whom shall be a “non-employee director” within the meaning of Rule 16b-3
promulgated by the Securities and Exchange Commission. (The group administering the plan is referred to as the “Committee”).
The failure of any of the Committee members to qualify as a non-employee director shall not otherwise affect the validity of the
grant of any option or SAR, or the issuance of shares of Common Stock otherwise validly issued upon exercise of any such option.
A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, and any acts approved in writing by all members without a meeting, shall be the acts of
the Committee.


 





 



1The
number of shares was adjusted to 1,500,000 shares in order to take into account our 3:2 forward stock split in the nature of a
50% stock dividend to shareholders of record on May 15, 2008.


 




    	 



    	 



    

 


(b)
Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole discretion, to determine the
individuals who shall receive options and SARS; the times when they shall receive them; whether an option shall be an incentive
or a nonqualified stock option; whether an SAR shall be granted separately, in tandem with or in addition to an option; the number
of shares to be subject to each option and SAR; the term of each option and SAR; the date each option and SAR shall become exercisable;
whether an option or SAR shall be exercisable in whole, in part or in installments, and if in installments, the number of shares
to be subject to each installment; whether the installments shall be cumulative, the date each installment shall become exercisable
and the term of each installment; whether to accelerate the date of exercise of any installment; whether shares may be issued
on exercise of an option as partly paid, and, if so, the dates when future installments of the exercise price shall become due
and the amounts of such installments; the exercise price of each option and the base price of each SAR; the form of payment of
the exercise price; the form of payment by the Company upon the optionee's exercise of an SAR; whether to require that the optionee
remain in the employ of the Company or its Subsidiaries for a period of time from and after the date the option or SAR is granted
to him; the amount necessary to satisfy the Company's obligation to withhold taxes; whether to restrict the sale or other disposition
of the shares of Common Stock acquired upon the exercise of an option or SAR and to waive any such restriction; to subject the
exercise of all or any portion of an option or SAR to the fulfillment of contingencies as specified in the Contract (as described
in Paragraph 12), including without limitations, contingencies relating to financial objectives (such as earnings per share, cash
flow return, return on investment or growth in sales) for a specified period for the Company, a division, a product line or other
category, and/or the period of continued employment of the optionee with the Company or its Subsidiaries, and to determine whether
such contingencies have been met; to construe the respective Contracts and the Plan; with the consent of the optionee, to cancel
or modify an option or SAR, provided such option or SAR as modified would be permitted to be granted on such date under the terms
of the Plan; and to make all other determinations necessary or advisable for administering the Plan. The determinations of the
Committee on the matters referred to in this Paragraph 3 shall be conclusive.


 


(c)
Subject to the express provisions of the Plan and solely with respect to employees of the Company who are not executive officers
or directors of the Company, the Committee hereby delegates to the Chief Executive Officer, and to act in place and on behalf
of the Committee, the authority to grant nonqualified options and SARs to such employees; to determine the term of such nonqualified
options and SARs; to determine whether an option or SAR shall be exercisable in whole, in part or in installments; to determine
whether to require that the optionee remain in the employ of the Company or its Subsidiaries for a period of time from and after
the date the option or SAR is granted to him; and to subject the exercise of all or any portion of an option or SAR to the fulfillment
of contingencies as specified in the Contract (as described in Paragraph 12). Any such action by the Chief Executive Officer shall
be promptly reduced to writing and provided to the Committee.


 


4.
Eligibility.


 


(a)
The Committee may, consistent with the purposes of the Plan, grant incentive stock options to key employees (including officers
and directors who are employees) and nonqualified stock options and/or SARs to key employees, officers, directors and consultants
of the Company or any of its Subsidiaries from time to time, within ten (10) years from the date of adoption of the Plan by the
Board of Directors, covering such number of shares of Common Stock as the Committee may determine; provided, however, that the
aggregate market value (determined at the time the stock option is granted) of the shares for which any eligible person may be
granted incentive stock options under the Plan or any plan of the Company, or of a Parent or a Subsidiary of the Company which
are exercisable for the first time by such optionee during any calendar year shall not exceed $100,000. Any option (or portion
thereof) granted in excess of such amount shall be treated as a nonqualified stock option.


 




    	 



    	 



    

 


 (b)          Notwithstanding
any other provision of the Plan, if the Committee determines that at the time a person is granted an option or SAR, such person
is then, or is likely to become, a Covered Person (as hereinafter defined), then the Committee may provide that this Section 4(b)
is applicable to such grant.


 


(i)          Notwithstanding
any provision of this Plan, no person eligible to receive a grant of an option or SAR under this Plan shall be granted options
to purchase or an SAR in excess of 150,000 shares of common stock in any one fiscal year. Such 150,000 maximum number shall be
appropriately adjusted for stock splits, stock dividends and the like.


 


(ii)         Notwithstanding
any provision of this Plan, the exercise price for all options and the base price for all SARs to be granted under the Plan, shall
not be less than the fair market value of the Common Stock at the time of grant.


 


(iii)        The
term “Covered Person” shall mean a “covered employee” within the meaning of Code Section 162(m)(3) or
any successor provision thereto.


 


5.
Exercise Price And Base Price.


 


(a)
The exercise price of the shares of Common Stock under each option and the base price for each SAR shall be determined by the
Committee; provided, however, in the case of an incentive stock option, the exercise price shall not be less than 100% of the
fair market value of the Common Stock on the date of grant, and further provided, that if, at the time an incentive stock option
is granted, the optionee owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, of any of its Subsidiaries or of a Parent, the exercise price shall not be less
than 110% of the fair market value of the Common Stock subject to the option at the time of the granting of such option.


 


(b)
The fair market value of the Common stock on any day shall be (a) if the principal market for the Common stock is a national securities
exchange, the average between the high and low sales prices of the Common stock on such day as reported by such exchange or on
a consolidated tape reflecting transactions on such exchange; (b) if the principal market for the Common Stock is not a national
securities exchange and the Common Stock is quoted on The Nasdaq Stock Market ("NASDAQ"), and (i) if actual sales price
information is available with respect to the Common Stock, then the average between the high and low sales prices of the Common
Stock on such day on NASDAQ, or (ii) if such information is not available, then the average between the highest bid and lowest
asked prices for the Common Stock on such day on NASDAQ; or (c) if the principal market for the Common Stock is not a national
securities exchange and the Common Stock is not quoted on NASDAQ, then the average between the highest bid and lowest asked prices
for the Common Stock on such day as reported by The Nasdaq Bulletin Board, or a comparable service; provided that if clauses (a),
(b) and (c) of this Paragraph are all inapplicable, or if no trades have been made or no quotes are available for such day, then
the fair market value of the Common Stock shall be determined by the Committee by any method consistent with applicable regulations
adopted by the Treasury Department relating to stock options. The determination of the Committee shall be conclusive in determining
the fair market value of the stock.


 




    	 



    	 



    

 


6.
Term. The term of each option and SAR granted pursuant to the Plan shall be such term as is established by the Committee,
in its sole discretion, at or before the term of each incentive stock option granted pursuant to the Plan shall be for a period
not exceeding ten (10) years from the date of granting thereof, and further, provided, that if, at the time an incentive stock
option is granted, the optionee owns (or is deemed to own) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company, of any of its Subsidiaries or of a Parent, the term of the incentive stock
option shall be for a period not exceeding five (5) years. Options shall be subject to earlier termination as hereinafter provided.


 


7.
Exercise.


 


(a)
An option or SAR (or any part or installment thereof) shall be exercised by giving written notice to the Company at its principal
office (at present 551 Fifth Avenue, New York, NY 10176) stating whether an incentive or nonqualified stock option or SAR is being
exercised, specifying the number of shares as to which such option or SAR is being exercised, and in the case of an option, accompanied
by payment in full of the aggregate exercise price therefor (or the amount due on exercise if the Contract permits installment
payments) in the discretion of the Committee (a) in cash or by certified check, (b) with previously acquired shares of Common
Stock having an aggregate fair market value, on the date of exercise, equal to the aggregate exercise price of all options being
exercised, or (c) any combination thereof. In addition, upon the exercise of a nonqualified stock option or SAR, the Company may
withhold cash and/or shares of Common Stock to be issued with respect thereto having an aggregate fair market value equal to the
amount which it determined 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 any such option or SAR until all required
payments have been made. Fair market value of the shares shall be determined in accordance with Paragraph 5.


 


(b)
A person entitled to receive Common Stock upon the exercise of an option or SAR shall not have the rights of a shareholder with
respect to such shares until the date of issuance of a stock certificate to him for such shares; provided, however, that until
such stock certificate is issued, any option holder using previously acquired shares in payment of an option exercise price shall
have the rights of a shareholder with respect to such previously acquired shares.


 


(c)
In no case may a fraction of a share be purchased or issued under the Plan. Any option granted in tandem with an SAR shall no
longer be exercisable to the extent the SAR is exercised, and the exercise of the related option shall cancel the SAR to the extent
of such exercise.


 




    	 



    	 



    

 


8.
Stock Appreciation Rights.


 


(a)
An SAR may be granted separately, in tandem with or in addition to any option, and may be granted before, simultaneously with
or after the grant of an option hereunder. In addition, the holder of an option may, in lieu of making the payment required at
the time of exercise under Paragraph 7, include in the written notice referred to therein an "election" to exercise
the option as an SAR. In such case, the Committee shall have fifteen (15) days from the receipt of notice of the election to decide,
in its sole discretion, whether or not to accept the election and notify the option holder of its decision. If the Committee consents,
such exercise shall be treated as the exercise of an SAR with a base price equal to the exercise price.


 


(b)
Upon the exercise of an SAR, the holder shall be entitled to receive an amount equal to the excess of the fair market value of
a share of Common Stock on the date of exercise over the base price of the SAR. Such amount shall be paid, in the discretion of
the Committee, in cash, Common Stock having a fair market value on the date of payment equal to such amount, or a combination
thereof. For purposes of this Paragraph 8, fair market value shall be determined in accordance with Paragraph 5.


 


9.
Termination Of Association With The Company.


 


(a)
Any holder of an incentive option whose association with the Company (and its Subsidiaries) has terminated for any reason other
than his death or permanent and total disability (as defined in Section 22(e)(3) of the Code) may exercise such option, to the
extent exercisable on the date of such termination, at any time within three (3) months after the date of termination, but in
no event after the expiration of the term of the option; provided, however, that if his association shall be terminated either
(i) for cause, or (ii) without the consent of the Company, said option shall terminate immediately.


 


(b)
Any and all nonqualified stock options or SARs granted under the Plan shall terminate simultaneously with the termination of association
of the holder of such nonqualified option or SAR with the Company (and its Subsidiaries) for any reason other than the death or
permanent and total disability (as defined in Section 22(e)(3) of the Code) of such holder.


 


(c)
Options and SARs granted under the Plan shall not be affected by any change in the status of an optionee so long as he continues
to be associated with the Company or any of the Subsidiaries.


 


(d)
Nothing in the Plan or in any option or SAR granted under the Plan shall confer on any individual any right to continue to be
associated with the Company or any of its Subsidiaries, or interfere in any way with the right of the Company or any of its Subsidiaries
to terminate the holder's association at any time for any reason whatsoever without liability to the Company or any of its subsidiaries.


 




    	 



    	 



    

 


10.
Death Or Disability Of An Optionee.


 


(a)
If an optionee dies while he is associated with the Company or any of its Subsidiaries, or within three (3) months after such
termination for the holder of an incentive option (unless such termination was for cause or without the consent of the Company),
the option or SAR may be exercised, to the extent exercisable on the death, by his executor, administrator or other person at
the time entitled by law to his rights under the option or SAR, at any time within one (1) year after death, but in no event after
the expiration of the term of the option or SAR.


 


(b)
Any holder whose association with the Company or its Subsidiaries has terminated by reason of a permanent and total disability
(as defined in Section 22(e) (3) of the Code) may exercise his option or SAR, to the extent exercisable upon the effective date
of such termination, at any time within one (1) year after such date, but in no event after the expiration of the term of the
option or SAR.


 


11.
Compliance With Securities Laws. The Committee may require, in its discretion, as a condition to the exercise of an option
or SAR that either (a) a registration statement under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to such shares shall be effective at the time of exercise or (b) there is an exemption from registration under the
Securities Act for the issuance of shares of Common Stock upon such exercise. Nothing herein shall be construed as requiring the
Company to register shares subject to any option or SAR under the Securities Act. In addition, if at any time the Committee shall
determine in its discretion that the listing or qualification of the shares subject to such option or SAR on any securities exchange
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 SAR, or the issue of shares thereunder, such option or SAR 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 Committee.


 


12.
Stock Option And SAR Contracts. Each option and SAR shall be evidenced by an appropriate Contract which shall be duly executed
by the Company and the optionee, and shall contain such terms and conditions not inconsistent herewith as may be determined by
the Committee, and which shall provide, among other things, (a) that the optionee agrees that he will remain in the employ of
the Company or its Subsidiaries, at the election of the Company, for the later of (i) the period of time determined by the Committee
at or before the time of grant or (ii) the date to which he is then contractually obligated to remain associated with the Company
or its Subsidiaries, (b) that in the event of the exercise of an option or an SAR which is paid with Common stock, unless the
shares of Common Stock received upon such exercise shall have been registered under an effective registration statement under
the Securities Act, such shares will be acquired for investment and not with a view to distribution thereof, and that such shares
may not be sold except in compliance with the applicable provisions of the Securities Act, and (c) that in the event of any disposition
of the shares of Common Stock acquired upon the exercise of an incentive stock option within two (2) years from the date of grant
of the option or one (1) year from the date of transfer of such shares to him, the optionee will notify the Company thereof in
writing within 30 days after such disposition, pay the Company, on demand, in cash an amount necessary to satisfy its obligation,
if any, to withhold any Federal, state and local income taxes or other taxes by reason of such disqualifying disposition and provide
the Company, on demand, with such information as the Company shall reasonably request to determine such obligation.


 




    	 



    	 



    

 


13.
Adjustment of and Changes in Common Stock. 


 


(a)
If the outstanding shares of the Common Stock are increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities of the Corporation through reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or the like, an appropriate and proportionate adjustment shall be made in the (i) aggregate number and kind
of securities available under the Plan, and (ii) number and kind of securities issuable upon the exercise of all outstanding options
and SARs granted under the Plan, without change in the total price applicable to the unexercised portion of such options or SARs,
but with a corresponding adjustment in the exercise price or base price for each unit of any security covered by such options
or SARs.


 


(b)
Upon the dissolution or liquidation of the Corporation, or upon a reorganization, merger or consolidation of the Corporation with
one or more corporations as a result of which the Corporation is not the surviving corporation, or upon the sale of substantially
all of the assets of the Corporation, the Committee shall provide in writing in connection with such transaction for one or more
of the following alternatives, separately or in combination: (i) the assumption by the successor entity of the options theretofore
granted or the substitution by such entity for such options of new options or SARs covering the stock of the successor entity,
or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; or (ii) the continuance
of such option agreements by such successor entity in which such options shall remain in full force and effect under the terms
so provided.


 


(c)
Any adjustments under this Section 10 shall be made by the Committee, whose good faith determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive.


 


14.
Amendments And Termination Of The Plan. The Plan was adopted by the Board of Directors on March 26, 2004. No options may be
granted under the Plan after March 31, 2024. The Board of Directors, without further approval of the Company's stockholders, may
at any time suspend or terminate the Plan, in whole or in part, or amend it from time to time in such respects as it may deem
advisable, including, without limitation, in order that incentive stock options granted hereunder meet the requirements for "incentive
stock options" under the Code, or any comparable provisions thereafter enacted and conform to any change in applicable law
or to regulations or rulings of administrative agencies; provided, however, that no amendment shall be effective without the prior
or subsequent approval of a majority of the Company's outstanding stock entitled to vote thereon which would (a) except as contemplated
in Paragraph 13, increase the maximum number of shares for which options may be granted under the Plan, (b) materially increase
the benefits to participants under the plan or (c) change the eligibility requirements for individuals entitled to receive options
hereunder. No termination, suspension or amendment of the Plan shall, without the consent of the holder of an existing option
affected thereby, adversely affect his rights under such option.


 




    	 



    	 



    

 


15.
Nontransferability Of Options. No option or SAR granted under the Plan shall be transferable otherwise than by will or the
laws of descent and distribution, or qualified domestic relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act, and options and SARs may be exercised, during the lifetime of the holder thereof, only by him or his legal
representatives. Except to the extent provided above, options and SARs may not be assigned, transferred, pledged, hypothecated
or disposed of in any way (whether by operation of law or otherwise) and shall not subject to execution, attachment or similar
process.


 


16.
Substitutions And Assumptions Of Options Of Certain Constituent Corporations. Anything in this Plan to the contrary notwithstanding,
the Board of directors may, without further approval by the stockholders, substitute new options for prior options and new SARs
for prior SARs of a Constituent Corporation (as defined in Paragraph 17) or assume the prior options or SARs of such Constituent
Corporation.


 


17.
Definitions.


 


(a)
The term "Subsidiary" shall have the same definition as "subsidiary corporation" in Section 425(f) of the
Code.


 


(b)
The term "Parent" shall have the same definition as "parent corporation" in Section 425(e) of the Code.


 


(c)
The term "Constituent Corporation" shall mean any corporation which engages with the Company, its Parent or Subsidiary,
in a transaction to which section 425(a) of the Code applies (or would apply if the option or SAR assumed or substituted were
an incentive stock option), or any Parent or any Subsidiary of such corporation.


 


18.
Conditions Precedent. The Plan shall be subject to approval by the holders of a majority of shares of the Company's capital
stock outstanding and entitled to vote thereon at the next meeting of its stockholders, or the written consent of the holders
of a majority of shares that would have been entitled to vote thereon, and no options or SARs granted hereunder may be exercised
prior to such approval, provided that the date of grant of any options granted hereunder shall be determined as if the Plan had
not been subject to such approval.


 




    	 



    	 



    

 





	 
	2004
    STOCK OPTION PLAN OF INTER PARFUMS, INC.
	 
	Addendum
    to the Plan
	 
	FRANCE
	 







 


GENERAL


 


This
Addendum to the Plan sets out the terms of the 2004 Stock Option of Inter Parfums, Inc. (the "Plan"), in relation to
France.


 


This
Addendum should be read in conjunction with the Plan and is subject to the terms and conditions of the Plan except to the extent
that the terms and conditions of the Plan differ from or conflict with the terms set out in this Addendum in which event the terms
set out in this Addendum shall prevail.


 


The
terms of this Addendum are the terms set out in the rules of the Plan modified as follows:


 


APPLICATION


 


This
Addendum will apply to any Optionee who is or may become subject to French tax (i.e. income tax and/or social security tax) on
options granted under the Plan.


 


ELIGIBILITY


 


The
Committee may not grant an option under this Addendum to an individual:


 


		Ø	unless
                                                                                                                    he is employed
                                                                                                                    by the Company
                                                                                                                    or by a company
                                                                                                                    with sufficiently
                                                                                                                    close capital
                                                                                                                    links to the
                                                                                                                    Company as
                                                                                                                    defined in
                                                                                                                    Article L225-180
                                                                                                                    of the French
                                                                                                                    "Code
                                                                                                                    de Commerce"
                                                                                                                    in France;
                                                                                                                    OR



 


		Ø	unless
                                                                                                                    he is a director
                                                                                                                    with a management
                                                                                                                    function as
                                                                                                                    defined in
                                                                                                                    Article L225-185
                                                                                                                    of the French
                                                                                                                    "Code
                                                                                                                    de Commerce"
                                                                                                                    in France
                                                                                                                    of the Company
                                                                                                                    or of a company
                                                                                                                    with sufficiently
                                                                                                                    close capital
                                                                                                                    links to the
                                                                                                                    Company as
                                                                                                                    defined in
                                                                                                                    Article L225-180
                                                                                                                    of the French
                                                                                                                    "Code
                                                                                                                    de Commerce"
                                                                                                                    ; OR



 


		Ø	who
                                                                                                                    owns more
                                                                                                                    than 10% of
                                                                                                                    the share
                                                                                                                    capital of
                                                                                                                    the Company
                                                                                                                    and who may
                                                                                                                    not therefore
                                                                                                                    be granted
                                                                                                                    an option
                                                                                                                    to satisfy
                                                                                                                    the requirements
                                                                                                                    of sub-paragraph
                                                                                                                    2 of Article
                                                                                                                    L225-182 of
                                                                                                                    the French
                                                                                                                    "Code
                                                                                                                    de Commerce";
                                                                                                                    OR



 


		Ø	who
                                                                                                                    is a member
                                                                                                                    of the Committee.



 


EXERCISE
PRICE


 


The
exercise price for an option shall be determined on the date on which the Committee resolves to grant the option.


 




    	 



    	 



    

 


The
exercise price in the case of options to subscribe for unissued shares may not be:


 


		Ø	lower
                                                                                                                 than 95% of the
                                                                                                                 average stock
                                                                                                                 exchange price
                                                                                                                 during the 20
                                                                                                                 dealing (trading)
                                                                                                                 days preceding
                                                                                                                 the grant



 


In
the case of options to purchase existing shares (also known as treasury shares), the exercise price may not be:


 


		Ø	lower
                                                                                                                    than 95% of
                                                                                                                    the average
                                                                                                                    stock exchange
                                                                                                                    price during
                                                                                                                    the 20 dealing
                                                                                                                    (trading)
                                                                                                                    days preceding
                                                                                                                    the grant



 


		Ø	in
                                                                                                                    addition,
                                                                                                                    lower than
                                                                                                                    95% of the
                                                                                                                    average actual
                                                                                                                    repurchase
                                                                                                                    price of the
                                                                                                                    shares by
                                                                                                                    the Company
                                                                                                                    of its own
                                                                                                                    shares to
                                                                                                                    be allocated
                                                                                                                    to the Optionee,
                                                                                                                    provided the
                                                                                                                    shares are
                                                                                                                    repurchased
                                                                                                                    prior to the
                                                                                                                    date of grant
                                                                                                                    of the options.



 


GRANT
OF OPTIONS


 


An
option may not be granted in the period of 20 dealing days immediately following a distribution of dividends or a capital increase.


 


Furthermore,
options cannot be granted under this Addendum


 


		Ø	within
                                                                                                                    the 10 dealing
                                                                                                                    days before
                                                                                                                    or after the
                                                                                                                    publication
                                                                                                                    of the annual
                                                                                                                    consolidated
                                                                                                                    accounts,
                                                                                                                    where required,
                                                                                                                    or of the
                                                                                                                    Company’s
                                                                                                                    annual accounts;



 


		Ø	within
                                                                                                                    a period beginning
                                                                                                                    with the date
                                                                                                                    at which the
                                                                                                                    Company's
                                                                                                                    board of directors
                                                                                                                    become aware
                                                                                                                    of any information
                                                                                                                    which, were
                                                                                                                    it to be public
                                                                                                                    knowledge,
                                                                                                                    could have
                                                                                                                    a material
                                                                                                                    impact on
                                                                                                                    the Company's
                                                                                                                    share price
                                                                                                                    and ending
                                                                                                                    10 dealing
                                                                                                                    days after
                                                                                                                    the information
                                                                                                                    becomes public
                                                                                                                    knowledge.



 


If
the option is an option to buy existing (treasury) shares of common stock, the repurchase of the shares by the Company can take
place either within a twelve month period preceding the date of grant of the option, or prior to the date on which the options
become exercisable if exercisability conditions exist.


 


VESTING
AND EXERCISE


 


Options
granted under this Addendum shall vest and become exercisable on the day following the fourth anniversary of the date of grant,
subject to paragraph 9 of this Addendum.


 


SALES
RESTRICTIONS


 


The
shares acquired upon exercise of the options issued under this Addendum will be freely transferable in France, subject to the
following conditions:


 


The
above mentioned shares may not be sold or otherwise disposed of before the day following the fourth anniversary of the date of
grant;


 


The
sales restrictions provided by sub-paragraph 7.1 above shall not apply in the case of death or of 2nd or 3rd category disability
of the Optionee as defined under Article L341-4 of the French Social Security Code;


 




    	 



    	 



    

 


The
sales restrictions provided by sub-paragraph 7.1 above shall not apply in the case of:


 


		a)	dismissal
                                                              of the Optionee by the Company or any subsidiary of the Company
                                                              provided that the Optionee exercised his options at least 3 months
                                                              prior to receipt of notice of dismissal;



 


		b)	the Optionee’s
                                                              retirement (as defined in the 3rd paragraph of Article
                                                              L. 122-14-13 of the French Labor Code) provided that the Optionee
                                                              exercised his options at least 3 months prior to the date of termination
                                                              of his/her employment contract;



 


If
the Committee so decides in its absolute discretion, after due regard to the Optionee's personal circumstances, the sales restrictions
provided by sub-paragraph 7.1 may be lifted;


 


The
sales restrictions provided by sub-paragraph 7.1 will only apply to the extent that they would not impose a restriction on resale
of the shares for a period of more than three years from the date of exercise of the option, in accordance with Article L225-177
of the French "Code de Commerce".


 


7.6
With regard to transfer restrictions in the United States of the shares acquired on exercise options granted under this Addendum,
the provisions of Article 11 of the Plan apply.


 


NON-TRANSFERABILITY
OF OPTIONS


 


No
option granted under this Addendum may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except
in the case of death of the Optionee. All options granted under this Addendum shall be exercisable during the Optionee's lifetime,
only by the Optionee.


 


DEATH
OF AN OPTIONEE; EARLY TERMINATION OF OPTION


 


9.1
If the Optionee dies, his options must be exercised by his heirs (if at all) within six months after his death after which the
option will expire.


 


9.2
Notwithstanding Section 9(b) of the Plan that provides for termination of a nonqualified stock option simultaneously with the
termination of association of an Optionee with the Company and its Subsidiaries, the Committee shall have the authority, in its
sole discretion, to determine whether and under what conditions options granted under this Addendum will terminate upon
the Optionee leaving the Company and to waive any such condition.


 


ALTERATION
OF PLAN


 


Any
alteration or addition, which would affect the subsisting rights of an Optionee, will, in all cases, require the consent of the
Optionee.


 


PLAN
LIMITS


 


Options
may not be granted under the Plan:


 




    	 



    	 



    

 


		Ø	over
                                                                                                                   more than one
                                                                                                                   third of the
                                                                                                                   Company’s
                                                                                                                   share capital
                                                                                                                   in the case
                                                                                                                   of options
                                                                                                                   to subscribe
                                                                                                                   for unissued
                                                                                                                   shares; or



		Ø	over
                                                                                                                   more than 10%
                                                                                                                   of the total
                                                                                                                   number of such
                                                                                                                   shares in issue
                                                                                                                   in the case
                                                                                                                   of options
                                                                                                                   to purchase
                                                                                                                   existing shares.



 


ADJUSTMENTS


 


The
exercise price of an option may not be changed during the term of the option.


However,
the Company is required to ensure the protection of the Optionees’ rights under the conditions provided in Article L 228-99
of the French Code de Commerce in the event of the following specific operations:


		·	Capital
                                                                                                               amortization or
                                                                                                               capital reduction;



		·	Change
                                                                                                               in the allocation
                                                                                                               of earnings;



		·	Grant
                                                                                                               of free shares;



		·	Capitalization
                                                                                                               of reserves, issue
                                                                                                               premiums or earnings;



		·	Distribution
                                                                                                               of reserves;



		·	Any
                                                                                                               issuance of equity
                                                                                                               securities or any
                                                                                                               rights giving access
                                                                                                               to equity securities
                                                                                                               including a preferential
                                                                                                               subscription right
                                                                                                               to the benefit
                                                                                                               of the shareholders.



 


No
adjustment may be made to the option which is inconsistent with French law and, in particular, with Sections 174.8 to 174.16 of
the Decree no. 67-236 of 23 March 1967.


 


CHANGES


 


The
Committee may not change the Plan in a way which affects this Addendum, or options granted under this Addendum, if the change
is inconsistent with French law and in particular with French legislation on stock options as defined in Articles L225-177 to
L225-185 of French "Code de Commerce".