INTER
PARFUMS, INC. AND SUBSIDIARIES
Exhibit
4.21.1
AMENDMENT
TO
INTER
PARFUMS,
INC.
2004
NONEMPLOYEE
DIRECTOR
STOCK
OPTION
PLAN
The
2004
Nonemployee Director Stock Option Plan is hereby amended by the addition of
a
new paragraph 4(f), as follows:
(f) On
or
after June 19, 2006, all options that may be granted from time to time under
the
Plan 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.