Exhibit 4.33


 











2016 STOCK OPTION PLAN


OF


INTER PARFUMS, INC.


 


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 1,000,000, and the Company hereby reserves
50,000 shares of Common Stock to be available solely for issuance to Nonemployee Directors, as hereinafter defined, upon options
to be granted under 2016 Option Plan. 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 “Nonemployee 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 Nonemployee 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.


 









     


     


    

 





(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, or in association with, 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, but not limited to, 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 or consultants 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 or consultants; 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, or association with, the Company or its
Subsidiaries for a period of time from and after the date the option or SAR is granted to such person; 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. Any such action by
the Chief Executive Officer shall be promptly reduced to writing and provided to the Committee.


 


(d)      With
regard to option grants to Nonemployee Directors, the Plan shall be self-executing. However, subject to the express provisions
of the Plan, with regard to Nonemployee Directors, the Committee have the power to interpret the Plan; correct any defect, supply
any omission or reconcile any inconsistency in the Plan; prescribe, amend and rescind rules and regulations relating to the Plan;
and make all other determinations necessary or advisable for the administration of the Plan.


 






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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 SARs to key employees, officers, directors and consultants of the
Company or any of its Subsidiaries from time to time, but not to Nonemployee Directors, who are to receive automatic grants of
nonqualified stock options without discretion of the Committee, as hereinafter set forth, 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 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 (as hereinafter defined) 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.


 


(c)      Nonemployee
Directors shall not be eligible to receive a stock option or SAR grant in the discretion of the Committee. In lieu of such discretionary
grants, each Nonemployee Director shall receive the following option grants:


 


(i)      Each individual
who becomes a Nonemployee Director, shall on the date of his initial election or appointment to the Board be granted an option
to purchase 2,000 shares of Common Stock.


 


(ii)   Each Nonemployee
Director shall be granted an option to purchase 1,000 shares of Common Stock commencing on the next February 1st, and each succeeding
February 1st throughout the term of this Plan for so long as such person is a Nonemployee Director. Notwithstanding the foregoing,
no option shall be granted on such February 1st grant date to any Nonemployee Director who first becomes a Nonemployee Director
within six (6) months prior to such February 1st grant date. Notwithstanding the foregoing, if a Nonemployee Director did not attend
one of the two in-person board meetings that are usually held the prior June-July and December-January, then the option to be granted
on the following February 1, under this Plan would be reduced by 50%; and if such Nonemployee Director did not attend both of such
meetings, then such Nonemployee Director would not receive any option grant on the following February 1.


 






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(iii)   If a sufficient
number of shares of Common Stock reserved for issuance upon proper exercise of options to be granted to Nonemployee Directors on
the February 1st grant date does not exist, then the aggregate remaining number of shares shall be prorated equally among options
to be granted to all Nonemployee Directors at such February 1st grant date, and options shall be granted to purchase such reduced
number of shares. Notwithstanding the foregoing, if a sufficient number of shares of Common Stock reserved for issuance upon proper
exercise of options to be granted to Nonemployee Directors on the February 1st grant date does not exist, then options shall be
granted under any pre-existing Nonemployee Director plan in order to satisfy such deficiency, if, and to the extent available.


 


(iv)  All options
that may be granted from time to time under the Plan to Nonemployee Directors shall vest and become exercisable to purchase shares
of Common Stock as follows: 25% one year after the date of grant, and then 25% on each of the second, third and fourth consecutive
years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the fourth
year from the date of grant.


 


(v)   It is the
express intent that options to be granted to Nonemployee Directors shall be first made under the 2004 Nonemployee Director Stock
Option Plan, as amended (the “2004 Nonemployee Director Plan”), until all shares of Common Stock under that plan have
been exhausted. Upon no further shares of Common Stock being available for grant under the 2004 Nonemployee Director Plan, then
options to purchase Common Stock to Nonemployee Directors are to be granted under this Plan.


 


(vi)  All grants
under this Plan to Nonemployee Directors shall be in lieu of any other option grants that a Nonemployee Director may have been
entitled to under any other plan of the Company.


 





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 that, in the case of


 


(i)     Nonemployee
Directors, all options granted under this Plan shall have an exercise price equal to one hundred percent (100%) of the fair market
value of the Common Stock as hereinafter determined (“Fair Market Value”) on the date of grant, and


 






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(ii)   an incentive
stock option, the exercise price shall not be less than 100% of the Fair Market Value 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,
then the exercise price shall not be less than 110% of the Fair Market Value subject to the option at the time of the granting
of such option.


 


(b)      The
Fair Market Value on the date of grant shall be: (i) If the principal market for the Common stock is a national securities exchange,
then the closing price of the Common Stock on the last trading day immediately preceding the date of grant as reported by such
exchange; or (ii) if the principal market for the Common Stock is not a national securities exchange, then the Fair Market Value
shall be determined by the Committee by any method consistent with United States generally accepted accounting principles. The
determination of the Committee shall be conclusive in determining Fair Market Value.


 


6.       Term.


 


(a)      Except
as otherwise provided in this Plan, the term of each option and SAR granted pursuant to the Plan shall be as established by the
Committee, in its sole discretion. 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 grant thereof; 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, then the term of the incentive stock option shall be
for a period not exceeding five (5) years.


 


(b)      For
options granted to Nonemployee Directors, the term of each option shall be five (5) years.


 


(c)      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 (i) in cash, by certified check or by wire transfer of funds through the Federal Reserve
System, (ii) 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 (iii) 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.


 






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(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 such shares; provided that, until such shares are 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,
then 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 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 (Other Than Death or Permanent Disability).


 


(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 (“Permanent Disability”) 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 that, if such association
shall be terminated either (i) for cause, or (ii) without the consent of the Company, then said option shall terminate immediately.


 






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(b)      Except
with regard to stock options granted to Nonemployee Directors, 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 Disability 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.


 


(e)       If a Nonemployee Director to whom an option has been granted under the Plan shall cease to serve on the Board, otherwise than by
reason of death or Permanent Disability, then such option may be exercised (to the extent that the Nonemployee Director was entitled
to do so at the time of cessation of service) at any time within three (3) months after such cessation of service but not thereafter,
and in no event after the date on which, except for such cessation of service, the option would otherwise expire.


 


10.      Death
or Permanent Disability of An Optionee.


 


(a)      Except
with regard to options held by Nonemployee Directors, 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), then the remaining unexercised portion of the option or SAR may be exercised
in whole or in part (notwithstanding that the option or SAR had not yet become exercisable with respect to all or part of such
shares at the date of death, i.e., all vesting requirements shall lapse) by such person’s executor, administrator
or other person at the time entitled by law to the decedent’s 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)      If
a Nonemployee Director to whom an option has been granted under the Plan shall die while he is serving on the Board, or within
three (3) months after cessation of service on the Board, then the remaining unexercised portion of the option may be exercised
in whole or in part (notwithstanding that the option had not yet become exercisable with respect to all or part of such shares
at the date of such death, i.e., all vesting requirements shall lapse) by such person’s executor, administrator or
other person at the time entitled by law to the decedent’s rights, at any time within one (1) year after his death, but in
no event after the date on which, except for such death, the option would otherwise expire.


 






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(c)       Except
with regard to options held by Nonemployee Directors, any holder whose association with the Company or its Subsidiaries has terminated
by reason of a Permanent Disability 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.


 


(d)       If a Nonemployee Director to whom an option has been granted under the Plan shall cease to serve on the Board by reason of a Permanent
Disability, then the remaining unexercised portion of the option may be exercised in whole or in part by the Nonemployee Director
(notwithstanding that the option had not yet become exercisable with respect to all or part of such shares at the date of such
Permanent Disability i.e., all vesting requirements shall lapse) at any time within one (1) year after such Permanent Disability,
but not thereafter, and in no event after the date on which, except for such Permanent Disability, the option would otherwise expire.


 


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, then 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, (i) that the optionee agrees that he will remain in the employ of or association
with the Company or its Subsidiaries, at the election of the Company, for the later of (A) the period of time determined by the
Committee at or before the time of grant or (B) the date to which such optionee is then contractually obligated to remain associated
with the Company or its Subsidiaries, (ii) 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 (iii) 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.


 






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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, then 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 13 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 June 28, 2016. No options may be granted under
the Plan after June 27, 2026. 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 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.


 






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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.       Certain
Definitions.


 


(a)       The
term "Subsidiary" shall have the same definition as "subsidiary corporation" in Section 424(f) of the Code.


 


(b)       The
term "Parent" shall have the same definition as "parent corporation" in Section 424(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 424(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.


 




 






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