Exhibit 4.28


 


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




 





Nonqualified
Stock Option Contract


 


THIS NONQUALIFIED
STOCK OPTION CONTRACT is entered into effective as of the 14th day of February, 2008, by and between INTER PARFUMS,
INC., a Delaware corporation (the “Company”) and _________ (“Option Holder”).


 


W I T N E S S E T H:


 


1.The Company,
in accordance with the resolutions adopted by the Company’s Executive Compensation and Stock Option Committee (the “Committee”)
effective on the 14th day of February, 2008, and the terms and subject to the conditions of the Company’s 2004
Stock Option Plan (the “2004 Plan”), hereby grants to the Option Holder as of the date set forth above, a nonqualified
stock option to purchase an aggregate of ______ shares (the “Shares”) of the common stock, $.001 par value per
share, of the Company (the “Common Stock”), at the exercise price of $16.945 per share.


 


2.Subject to earlier
termination as provided in the 2004 Plan, the term of this option shall be six (6) years from the date hereof; provided that,
such option shall vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant,
and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so
that each option shall become fully vested and exercisable on the fifth year from the date of grant.


 


3.(a)Subject
to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the
end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased,
then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently
551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of
Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or
(ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the
Company’s Executive Compensation and Stock Option Committee (the “Committee”).


 


(b)In addition,
upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate
fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and
local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay
to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this
option until all required payments have been made.


 






    	



    	 



    
 


 


4.This option is
not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the
Option Holder, only by the Option Holder or his legal representatives.


 


5.Nothing in the
2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company,
its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder
with the Company, its Parent or any of its Subsidiaries.


 


6.The Option Holder
understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-136988 under
the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule
144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent
effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands
that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission
from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information
in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information
to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.


 


7.(a)The Option
Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC
Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished
them to the SEC.


 


(b)In addition,
the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial
Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration
Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).


 


8.Notwithstanding
anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall
determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities
association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable
as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares,
then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.


 






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9.(a)The Company
and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004
Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.


 


(b)In the event
the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the
event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions
of the 2004 Plan.


 


(c)In the event
of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall
govern.


 


(d)Except as otherwise
provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.


 


(e)The Option Holder
agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the
limitations contained in the 2004 Plan.


 


10.This Contract
shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or
legal representative entitled by law to the Option Holder's right hereunder.


 


11.This Contract
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts
of laws.


 


IN WITNESS WHEREOF,
the parties hereto have entered into this Contract effective as of the date first above written.


 


 


	 	INTER PARFUMS, INC.
	 	 
	 	By: 	
	 	 	[Name and Title]
	 	 	 
	 	 	 



 


 




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Schedule of Executive Officers and Number
of Shares Underlying Option


 


	Executive Officer	Number of Shares
	 	 
	Jean Madar 	9,250
	Philippe Benacin	9,250



 


 



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