THE STEPHAN CO.
1990 DIRECTORS' STOCK OPTION PLAN
As used herein, the following terms have the meanings hereinafter set forth unless the context clearly indicates to
"Board" shall mean the Board of Directors of the Company.
"Company" shall mean The Stephan Co.
"Date of Grant" shall mean the Effective Date of the Plan, the date an Eligible Director is initially elected to the
Board of Directors and for each respective fiscal year of the Company thereafter the earlier of: (i) each June 30,
(ii) the date on which the Stockholders of the Company shall elect directors at an Annual Meeting of such
Stockholders or any adjournment thereof.
Fair Market Value: As said term is used in the Plan, the "Fair Market Value" of a share of Stock on any day
(a) if the principal market for the Stock is the Boston Stock Exchange, any other national securities exchange or
the NASDAQ National Market System, the closing sales price of the Stock on such day as reported by such
exchange or market system, or on a consolidated tape reflecting transactions on such exchange or market system,
or (b) if the principal market for the Stock is not a national securities exchange and the Stock is quoted in the
National Association of Securities Dealers Automated Quotations System, the mean between the closing bid and
the closing asked prices for the Stock on such day as quoted on such System, or (c) if the principal market for
the Stock is not quoted on the National Association of Securities Dealers Automated Quotations System, the
mean between the highest bid and lowest asked prices for the Stock on such day as reported by the National
Quotation Bureau, Inc.; provided that if clauses (a), (b) and (c) of this paragraph are all inapplicable, or if no
trades have been made or quotes are available for such day, the Fair Market Value of the Stock shall be
determined by the Company by any method which it deems to be appropriate. The determination of the
Company shall be conc