X0202 4 2005-04-01 0 0000082788 REFAC [AMEX:REF] 0001237795 CARDONNE RAYMOND A JR REFAC ONE BRIDGE PLAZA FORT LEE NJ 07024-7102 0 1 0 0 V.P. & Chief Financial Officer Option to acquire common stock 4.12 2005-04-01 4 A 0 50000 0 A 2015-04-01 Common Stock 50000 107500 D One-third of the options are vested and exercisable as of 4/1/05. The remaining options vest and become exercisable with respect to an additional one-third (1/3) of the total grant on each of the first 2 anniversaries of the date of grant, provided that Mr. Cardonne is employed by REFAC on such date. In the event that his employment with REFAC is terminated (i) by him for Good Reason, (ii) by REFAC without Cause, (iii) due to his death or disability, or (iv) on or after the expiration of the term of the Employment Agreement, then the option shall immediately become exercisable as to all shares and shall remain exercisable for the remainder of the term of the option; provided that in the event of a termination for Good Reason solely as a result of a Change in Control, the option shall remain exercisable for a period of one year following the date of such termination. Pursuant to the Agreement and Plan of Merger among REFAC, Palisade Concentrated Equity Partnership, L.P. ("Palisade") and a wholly owned subsidiary of Palisade (the "Merger Agreement"), dated as of August 19, 2002, Mr. Cardonne will acquire 0.2 shares of REFAC common stock, $3.60 in cash and the Payment Right (as defined in the Merger Agreement) per option upon exercise of 42,500 of such options. With respect to the balance of 65,000 of such options, Mr. Cardonne will acquire one share of REFAC common stock per option exercised. /s/ Raymond A. Cardonne, Jr. 2005-04-06