Employment Offer Letter and Contract of Employment Agreement dated February 3, 2018, between Avon Cosmetics Limited and Jan Zijderveld

Pension entitlement and enrolment

Bank details

Avon’s data privacy agreement

Zijderveld

Jan

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Chief Executive Officer of Avon

Board of Directors of Avon (the “Board”)

As stated in your offer letter, you will be appointed as a member of the Board. As a member of the Board, you agree to serve in accordance with Avon’s Corporate Governance Guidelines, as in effect from time to time, and applicable law.

At the request of the Board, you agree to serve as an officer, director or other appointee with respect to any member of the Avon Group. It is anticipated that you will be appointed as a member of the Board of Managers of New Avon LLC. For the avoidance of doubt, you shall not be entitled to any additional compensation or benefits for your membership on the Board or such other officer, director or other appointee positions for which the Board requires your services.

February 5, 2018. This is the date your employment with the Company starts.

No previous service counts towards your continuity of employment with the Avon Group.

No less than £850,000 per annum, payable in accordance with the Company’s remuneration practices (see “Remuneration” below).

As stated in your offer letter, beginning with the 2018 performance year and for each subsequent performance year during the term of this contract of employment, you will be eligible to participate in the annual incentive programme available to senior executives, with a target level of 200% of annual base salary. The actual amount of annual incentive payable to you is contingent on achievement of relevant individual and/or business performance goals, as determined by the Compensation and Management Development

As stated in your offer letter, you will be eligible to participate in Avon’s long-term incentive plan available for senior executives (“LTIP”).

You will receive sign-on equity awards in the form of (i) 600,000 service-vesting restricted stock units (“Sign-On RSUs”) and (ii) 600,000 PSUs (“Sign-On PSUs”). Each RSU and PSU will cover one Share.

You will work the Company’s normal office hours and such other hours without additional remuneration in order to meet the requirements of the business and for the proper performance of your duties. In view of your seniority and

You will be based at Avon’s corporate headquarters in Chiswick Park, United Kingdom (“UK”). You must be able to legally reside and work in the UK. You may be required to work at other Avon sites, and you may be required to travel domestically and internationally for business purposes from time to time (see “Flexibility” below).

Your relocation benefits will be provided under Avon’s Permanent International Transfer Policy - Tier 1 (the “Permanent Relocation Policy”), as may be in effect from time to time. Your relocation benefits include:

Differential rental housing allowance for two (2) years.

Reimbursement for certain expenses (including temporary living expenses, destination services, work permit fees, tax preparation and shipping fees).

Relocation allowance.

Tax gross-up on such benefits, to the extent applicable.

In the event any provision of this contract of employment conflicts with Avon’s Working Hours Policy, the provisions of this contract of employment shall govern.

As Chief Executive Officer of Avon, you must devote your full business time, attention and skills to the affairs of the Avon Group. Avon will expect you to perform all reasonable tasks assigned to you (commensurate with your position) during the course of your employment which it believes you are competent to perform. You will be required to be flexible in your job responsibilities and to react to the needs of the business. This means that you may be required to:

You will be eligible for private medical coverage for yourself, your spouse and eligible dependents, depending on your personal circumstances. Your private medical coverage will be subject to the terms of the applicable medical coverage plan and insurance contract.

The Company operates a Company Sick Pay Scheme for the benefit of its employees, which is in addition to Statutory Sick Pay entitlement. All payments made under the Company

The Company operates an employee contributory pension scheme, which is open to all permanent and fixed term employees. Under current Auto Enrolment legislation, the Company is required to enrol automatically employees who meet certain criteria into a qualifying scheme. Full details of the current Avon Pension Scheme, the enrolment criteria and how auto-enrolment is applied can be found in the pension documents, which will be provided to you separately. Such pension documents, along with the rules and trust deed for the pension scheme, shall govern your participation in the Company’s pension scheme.

You are eligible for a company car at the benchmark level for your grade or an annual cash equivalent of £15,252, subject to normal deductions. You will be provided separately with a copy of the company car policy. Further details can be obtained from the Car Fleet department.

The Company’s holiday year runs from 1 January to 31 December. You are entitled to 28 days’ holiday per year plus 8 public holidays.

The Company will provide you with life assurance, which will provide for a benefit of up to £1,800,000 upon your death occurring during the term of this contract of employment. This benefit will be subject to the terms of the applicable life assurance plan and insurance contract.

The Company operates a self-service electronic flexible benefits scheme called UP2U. Shortly after joining the Company, you will be sent details of Avon’s UP2U scheme, which will allow you to opt into the Private Medical Scheme and to purchase childcare vouchers at that time. This benefit will be subject to the terms of the applicable plan.

Upon a termination of your employment with the Company by any party and for any reason, you agree that, unless otherwise expressly agreed upon in writing between you and Avon, you shall be deemed (without any further action by any party) to have resigned from the Board and all offices,

Upon a Qualifying Termination, you will be eligible to receive (A) a cash severance benefit equal to twenty-four (24) months’ base salary, less any base salary paid to you during the notice period (or payment made to you in lieu of such notice period), payable in installments in accordance with the Company’s remuneration payment practices, (B) a prorated bonus under the annual incentive programme in respect of the fiscal year in which such termination occurs, provided that such termination occurs on or after August 1 of such fiscal year, such prorated bonus to equal (x) the amount that you would have been paid thereunder had you remained employed through the applicable payment date and (y) a fraction, the numerator of which is equal to the number of days you were actually employed during such fiscal year, and the denominator of which is equal to the total number of days in such fiscal year, such prorated bonus to be payable as a cash lump sum at the same time that bonuses in respect of such fiscal year are paid to other senior executives of Avon, (C) any unpaid bonus under the annual incentive programme for any fiscal year completed prior to the termination date, such bonus to be payable as a cash lump sum at the same time that bonuses in respect of such fiscal year are paid to other senior executives of Avon, and (D) continued participation in the Company’s medical coverage, life assurance and flexible benefits plans for twenty-four (24) months following your termination date (to the extent you were participating in such plans as of your termination date), subject to and in accordance with the terms of such plans as in effect from time to time; provided that, as a condition to the Company’s commencing and continuing such benefits, you must (I) enter into, and comply with, an appropriate settlement agreement with the Company which shall include, for example, a general release of claims, as well as noncompetition, nonsolicitation, nondisclosure, nondisparagement and other covenants consistent with Avon’s Severance Pay Plan, as in effect at such time, (II) comply with the restrictive covenants in this contract of employment (consisting of “Confidential Information”, “Company Equipment” and “Inventions and Improvements”) and (III) comply with the noncompetition, nonsolicitation and nondisclosure provisions of the award agreements evidencing your LTIP awards. For the avoidance of doubt, your participation in any benefit plans of the Avon

“Qualifying Termination” means (A) an involuntary termination of your employment by the Company other than (i) for cause (as defined below), (ii) due to your unsatisfactory work performance (as determined by the Board), (iii) as a result of your failure to return to work after an approved leave of absence (provided that you are able to perform the essential functions of your job with or without reasonable accommodation), (iv) due to your death or (v) due to your disability or (B) a resignation by you for Good Reason (as defined below). For greater clarity, a Qualifying Termination does not include any resignation by you without Good Reason or any retirement by you.

A termination for “cause” shall mean a termination by the Company because of (a) your continued failure to perform substantially your duties (other than due to a disability); (b) your wilful failure to perform substantially your duties or other wilful conduct that is materially detrimental to the Avon Group; (c) your personal dishonesty in the performance of your duties; (d) your breach of fiduciary duty involving personal profit; (e) your commission or conviction of, or pleading guilty to, a felony or misdemeanour (or equivalent-level crime as defined in jurisdictions outside of the UK); (f) your wilful or significant violation of any rule or procedure of any member of the Avon Group to which you are required to comply, including without limitation, absenteeism, violation of safety rules or insubordination; or (g) your violation of the Code of Conduct and Ethics. All determinations of whether any of the events above have occurred and/or whether cause shall have occurred will be determined by the Board in its sole discretion.

“disability” means your inability to perform the essential functions of your job resulting from a documented disability as defined by applicable law, after considering any reasonable accommodation required by law.

“Good Reason” means the occurrence of any one of the following events: (i) a material diminution in your base salary, (ii) a material diminution in your authority, duties or responsibilities, (iii) a material change in the geographic location at which you must perform the services or (iv) any other circumstances that the Executive and the Board mutually agree constitute Good Reason; provided that the events described in the foregoing clauses (i), (ii) and (iii) shall constitute “Good Reason” only if (1) you provide written notice to Avon of the existence of the condition constituting the Good Reason within 90 days of the initial existence of the condition constituting the Good Reason and (2) Avon or one of its affiliates, as applicable, is given 30 days to cure such condition.

You will be a covered executive in Avon’s Change in Control Policy (as may be amended or supplemented from time to time), a copy of which will be provided to you. Generally, under Avon’s Change in Control Policy, upon qualifying severance events occurring within two years following a change in control (which generally includes a termination by Avon or the surviving entity without cause or resignation by you for “Good Reason” (as defined therein)), you will be entitled to receive two times the sum of your base salary and target annual incentive, and continued participation in benefit plans for two years (subject to the applicable plan terms). These benefits are in lieu of, and not in addition to, the benefits described under “Severance” above. The foregoing summary of Avon’s Change in Control Policy is qualified by reference to the definitive plan document.

You must give the Company six (6) months’ written notice to resign from your employment. The Company, in its sole and absolute discretion, reserves the right to pay you base salary in lieu of notice. If the Company elects not to pay you in lieu of your notice, then you will be required to work during your notice period (subject to the provisions described below under “Garden Leave”). If you fail to give notice to the Company, or give incorrect notice, the Company shall be entitled to withhold a sum from any monies due to you equivalent to the value of the salary you would have been entitled to during the unworked notice period.

The Company reserves the right to require you not to attend your place of work for all or part of any notice period described above under “Notice Period”, in its absolute discretion. This period is referred to as “Garden Leave”.

If your employment is terminated for whatever reason, unless otherwise agreed in writing, you must (i) immediately return all equipment of the Avon Group in good working order as received by you, (ii) immediately return all other property of

The Avon Group may require you to agree that you will, after the termination of your employment for any reason: (a) advise and consult on matters within or related to your expertise and knowledge in connection with the business of the Avon Group; (b) make yourself available to the Avon Group to respond to requests for information concerning matters involving facts or events relating to any member of the Avon Group or its business; and (c) assist any member of the Avon Group with respect to pending and future litigation, investigations, arbitration or other dispute resolution matters. You will receive reimbursement for reasonable out-of-pocket expenses incurred in connection with such assistance. In addition, if you provide such assistance during any post-termination period for which you are not being paid severance (or pay in lieu thereof), you will be paid for your time expended at the Company’s request on such matters at an hourly rate equal to your weekly rate of base salary in effect at the time of your termination, divided by 40 hours, subject to your submission to the Company of your monthly invoices. For the avoidance of doubt, with respect to any post-termination cooperation you may provide under this section, you will not be an employee of, but rather an independent contractor to, the Company, and you will not be credited with compensation, service or age credit for purposes of eligibility, vesting or benefit accrual under any employee benefit plan of the Avon Group (including the LTIP).

You are required to adhere to Avon’s Code of Conduct and Ethics, a copy of which will be provided to you, including without limitation on the areas of gift, conflict of interest and other interests. Please appreciate that any violation of Avon’s Code of Conduct and Ethics is grounds for disciplinary action, including termination of your employment for cause (as defined above).

Any invention, design or improvement upon any existing invention, product or work during the course of your employment will belong to the Company. This includes any computer programme or design whether or not it is capable of patent registered design, design right, database, copyright or any other similar protection, and whether you made or discovered it alone or in conjunction with anybody else. You

As noted above, you will be subject to the noncompetition, nonsolicitation, nondisclosure and nondisparagement provisions of any separation agreement entered into by you and the Company upon certain terminations of your employment, as well as the noncompetition, nonsolicitation and nondisclosure provisions of the award agreements evidencing your LTIP awards. Upon any termination of your employment, the Board, in its discretion, may limit the scope of such restrictive covenants as it may determine reasonable.

As stated in your offer letter, you will be subject to Avon’s Compensation Recoupment Policy, a copy of which will be provided to you and is incorporated as if fully set forth herein. You will also be subject to the recoupment provisions of Avon’s forms of LTIP award agreements.

You must not (at any time) either during or at any time after the termination of your employment:

All information within the Avon Group is processed in accordance with the requirements of the Data Protection Act. The Company expects all staff to respect the privacy of other individuals and protection of their personal data. Your offer of employment is subject to your agreeing and signing up to our data privacy terms.

To help the Company provide a safe environment and to deter criminal, obscene, pornographic or defamatory acts while on Company premises or while using company equipment, the Company has the right to carry out:

All payments made or benefits provided to you under this contract of employment shall be subject to any applicable withholding taxes and all other required deductions.

The Company may require a medical report to enable it to make decisions regarding your employment, e.g., in cases of ill-health. The Company may require you to undergo a

You will be entitled to reimbursement for all reasonable attorneys’ fees incurred in connection with the negotiation and finalisation of this contract of employment and related documents, such reimbursement not to exceed £55,000 in the aggregate.

There is no collective agreement which directly affects your employment.

No provision of this contract of employment may be modified, waived, discharged or amended unless such modification, waiver, discharge or amendment is agreed to in writing and signed by the party against whom such modification, waiver, discharge or amendment is asserted. No waiver by either party hereto of, or compliance with, any condition or provision of this contract of employment to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

This contract of employment and the offer letter constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that, in entering into this contract of employment and offer letter, it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this contract of employment and offer letter.

This contract of employment and the offer letter, and any dispute or claim arising out of or in connection with either of them or the subject matter or formation of either of them, shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract of