[Avon Products, Inc. Letterhead]

We are pleased to offer you the position of Executive Vice President & Chief Financial Officer for Avon Products, Inc. (“Avon”) reporting to Sheri McCoy, Chief Executive Officer. As a senior officer of Avon, your compensation is determined and approved by the Compensation and Management Development Committee (the “Committee”) of the Board of Directors (the “Board”).

1.    Title, Authority and Duties. As Chief Financial Officer, you will have such duties and authority, consistent with your position, as shall be determined from time to time by the Chief Executive Officer and the Board. During your employment with Avon, your principal place of employment shall be at Avon’s principal headquarters in New York, New York and you will devote your full business time and best efforts to the performance of your duties to Avon, and will not engage in any other business, profession or occupation for compensation or otherwise that would conflict with or interfere with the rendition of such services directly or indirectly, provided that it shall not be a violation of the foregoing for you to (i) act or serve as a director, trustee or committee member of any civic, charitable or educational organization, subject, in each case, to Avon’s policies, or (ii) manage your personal, financial and legal affairs, so long as such activities (described in clauses (i) or (ii)) do not interfere with the performance of your duties and responsibilities to the Company as provided hereunder.

2.    Annual Base Salary. Your annual base salary will be no less than $800,000, payable in regular installments in accordance with Avon’s payroll practices. Although this salary is quoted on an annual basis, it does not imply a specific period of employment.

3.    Incentive Programs.

(a)    You will be eligible to participate in Avon’s annual incentive program available to senior executives. Your annual target award under the annual incentive program will be 100% of your earned base salary for the performance period. Annual awards are contingent on relevant individual and business performance goals established by the Committee being achieved and are subject to the terms and conditions of Avon’s annual incentive program. Avon may from time to time change the design of the program available to senior executives. Payments in respect of your annual incentive awards, if any, will be made in the calendar year following the performance period at the same time when annual incentive payments are generally made to Avon’s other senior executives. Payment in respect of your 2015 annual incentive award will be guaranteed at no less than $800,000.

(b)    You will be eligible to participate in Avon’s long-term incentive program available to senior executives. You will receive your first regular award upon the date of your commencement of employment with Avon (the “Commencement Date”). Long-term incentive awards generally have a three year vesting or performance period and are currently delivered 60% in performance-based restricted stock units (“PRSU”) and 40% in time-based restricted stock units (“RSU”); however, Avon from time to time may change the composition of long-term incentive awards and the design of the program available to senior executives. Your 2015 long-term incentive award will be granted to you at a value of 300% of your annual base salary and in accordance with Avon’s shareholder-approved stock plan in effect at such time (currently, Avon’s 2013 Stock Incentive Plan, the “Stock Plan”) and it is expected that you shall receive a long-term incentive award valued at no less than 300% of your annual base salary each year that you remain an Avon employee. Should your Commencement Date occur after April 1, 2015, then the value of your 2015 long-term incentive award shall be reduced on a pro-rata basis based on the Commencement Date, such reduction to be effected by multiplying 300% by a fraction, the numerator of which is 365 minus the number of days between April 1, 2015 and the Commencement Date and the denominator of which is 365. Further details on the 2015 long-term incentive program will be provided to you.

(c)    We recognize that you will be forfeiting a significant amount of value in unvested equity and other benefits when you leave your current employer. To help offset this loss, you will receive: (i) a cash sign-on bonus of $1,000,000 (the “Bonus”), payable within 30 days of the Commencement Date, (ii) a special award of 489,596 time-based restricted stock units on the Commencement Date, pursuant to the Restricted Unit Award form attached hereto as Exhibit A, which will (A) vest in equal installments on each of the first three anniversaries of the Commencement Date and, except as provided herein, contain terms and conditions consistent with RSU awards under the Stock Plan made to senior executives as part of the long-term incentive program for 2015 and (B) vest in full upon any termination by the Company of your employment other than for Cause (as defined in the Stock Plan) or any termination of your employment by you for Good Reason (as defined in the Company’s publicly filed Amended and Restated Change in Control Policy dated as of January 9, 2013 (the “Change in Control Policy”)) and (iii) a special award of PRSUs with a value of $1,000,000 on the Commencement Date, pursuant to the Performance Contingent Restricted Stock Unit Award form attached hereto as Exhibit B, which will vest following the three-year vesting period on the date that the 2015 PRSUs granted to other senior executives vest and contain terms and conditions, including performance conditions, consistent with the PRSU awards under the Stock Plan made to senior executives as part of the long-term incentive program for 2015. Should you leave Avon voluntarily, or your employment is terminated for Cause (as defined in the Stock Plan), in each case prior to the first anniversary of the Commencement Date, you will be required to repay the Bonus to Avon within 45 days of your termination of employment.

 

(d)    As a senior executive of Avon, you will need to adhere to stock ownership guidelines, which encourage executive share ownership and align executive interests with those of shareholders, consistent with best practices among high-performing companies. You will be

required to own Avon stock equal to three times base salary within five years from the Commencement Date.

    

4.    Employee Benefits.

(a)    During your employment, you will have the opportunity to participate in the benefit programs generally available to Avon senior executives, subject to any generally applicable eligibility requirements. Accordingly, you will be eligible for our health and welfare benefits such as medical, dental, vision and long-term disability plans as of the Commencement Date. Avon reserves the right to amend, modify or terminate any of its employee benefit plans, programs and arrangements at any time, including without limitation any incentive programs, the Severance Plan (as defined below) or any other employee benefit plans referred to in this letter.

(b)    In addition, assuming you satisfy the eligibility requirements, the Avon Personal Savings Account Plan (Avon’s 401(k) plan), which also includes a Retirement Savings Account (“RSA”) component, will be available to you as of the Commencement Date. You will also be eligible for a financial planning allowance up to $12,500 per year, subject to the terms of Avon’s executive perquisite program as in effect from time to time.

(c)    You will also be covered under Avon’s compensation-related policies applicable to similarly situated senior executives, including Avon’s Change in Control Policy and Compensation Recoupment Policy.

(d)    During your employment, you will be eligible to participate in the Avon Products, Inc. Deferred Compensation Plan. This plan allows you to defer a percentage of your base salary and your annual bonus beginning in the calendar year following the year you begin employment. This plan also contains a feature providing for crediting of “excess RSA” contributions that cannot be made to your account under Avon’s 401(k) plan due to certain IRS limits. We will forward the plan brochure and enrollment instructions to you at the appropriate time.

(e)    You will be eligible for four weeks of vacation per year beginning in 2015, pro-rated for 2015 based on the Commencement Date.

5.    Severance Benefits. If your employment is terminated under circumstances that would trigger the payment of severance benefits under Avon’s Severance Pay Plan (the “Severance Plan”), then you will become entitled to severance benefits (which, for your level, is currently 24 months of base salary payable in the form of salary continuation).  Any severance benefits payable to you under this letter will be payable as if the benefits were payable under the Severance Plan and will be subject to other terms and conditions of the Severance Plan, including for example provisions requiring that you sign a general release of all claims, non-competition and non-solicitation provisions applicable to “Selected Exempt Eligible Employees” and other specified covenants and provisions related to Section 409A of the Internal Revenue Code (“Section 409A”). However, unlike severance benefits payable under the Severance Plan, your cash severance benefits under this letter will not be limited to 200% of the limit specified under Internal Revenue Code Section 401(a)(17).

 

6.    Applicable Withholdings. All payments made to you by Avon will be subject to any and all federal, state, and local taxes and other withholdings to the extent required by applicable law.

7.    Section 409A. It is intended that this letter either comply with or be exempt from Section 409A and, to the maximum extent permitted, this letter will be interpreted accordingly.  Your compensation and benefits, to the extent that they are not exempt from Section 409A, are subject to the limitations imposed by Section 409A for “specified employees,” including a six-month delay before payments or benefits may be provided as a result of a “separation from service” to the extent required under 409A. Avon makes no representation about the effect of Section 409A on the provisions of this letter and Avon will not have any liability to you in the event that you become subject to taxation under Section 409A.

8.    Certain Reductions. In the event that any amount or benefit paid or distributed to you by Avon or its affiliates, whether pursuant to this letter agreement or otherwise (collectively, the “Covered Payments”), is or becomes subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Covered Payments will be reduced to the extent necessary so that no portion of the Covered Payments is subject to the Excise Tax (the “Reduced Amount”); provided that such amounts will not be so reduced if, without such reduction, you would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any Excise Taxes), an amount that is greater than the amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. If the determination made pursuant to this paragraph results in a reduction of the payments that would otherwise be paid to you except for the application of this paragraph, such reduction in payments will be applied in the following order: (i) any cash salary continuation severance payments, (ii) any non-equity based payments or awards that are not subject to Section 409A, (iii) any equity-based payments or awards that are subject to Section 409A, and (iv) any other payments or awards that are subject to Section 409A that you would otherwise be entitled to receive. Within each of the categories provided in subclauses (i) through (iv), payments or awards will be reduced first from the last scheduled payment or award vested and continuing in descending order to the extent necessary to effectuate the reduction in payment in that particular category.

9.    Employment Prerequisites. Your employment at Avon is contingent upon your passing a satisfactory background investigation, reference checks, compliance with immigration law and passing a drug screening test. As you may be aware, immigration law requires that Avon verify the employment authorization status of all new employees. On your first day of employment you will be asked to provide documents which establish your identity and employment eligibility. We will forward a list of acceptable documents for verification purposes in due course.

Avon maintains a drug free work environment and requires that all new hires pass a drug screen as a condition of employment. The results of this test must be received prior to your date of employment; you should allow 3 - 4 business days for the results to be processed.

10.    Employment Status, Etc.

(a)    Your employment with Avon hereunder will constitute “at will” employment and may be terminated by you or Avon at any time (subject to Avon’s obligations to you under this letter or under any Avon benefit programs in which you participate); provided that you will be required to give Avon 60 days advance notice of any resignation of your employment with Avon. You represent to Avon that you are not subject to any restrictive covenants with respect to employment other than those covenants disclosed to Avon in writing prior to the date of this letter, including your obligations under that certain Amended and Restated Employment Agreement between you and J. Crew Group, Inc., dated September 10, 2008. Having reviewed those restrictive covenants, you believe in good faith that your employment by Avon, as contemplated herein, should not be considered a breach of your restrictive covenants, and Avon has made its own independent determination regarding these matters. You covenant to Avon that you will not, during the course of your employment with Avon, seek to utilize any trade secrets or confidential or proprietary information belonging to any of your prior employers or take any action that would breach any obligation you may have to your prior employers. Subject to your disclosure of the existence of any restrictive covenant prior to the date of this letter and your compliance with the covenant in the foregoing sentence, Avon agrees to defend, indemnify and hold you harmless, including with respect to the prompt reimbursement of reasonable legal fees incurred by you, from and against any and all claims related to any breach or alleged breach of any restrictive covenants, regardless of any judicial or arbitral determination related to such claim. For the avoidance of doubt, Avon’s duty to defend, indemnify and hold you harmless, as set forth in and subject to the limitations of the preceding sentence, shall apply to any claim that your becoming employed by Avon as contemplated herein is a breach of your restrictive covenants or other obligation to your prior employers.

(b)    You agree to hold in a fiduciary capacity for the benefit of Avon all secret or confidential information, knowledge or data, including without limitation all trade secrets, relating to Avon or its affiliates, and their respective businesses (i) obtained by you during or prior to your employment by Avon or its affiliates and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by you). After termination of your employment with Avon, you will not, without the prior written consent of Avon, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than Avon and those designed by it.

11.    Reasonable Attorneys’ Fees. Avon will pay directly or reimburse you promptly for any reasonable attorneys’ fees you incur in connection with the negotiation and preparation of this letter, not to exceed $30,000. Any such payment or reimbursement will be made no later than March 15, 2016.

12.    Governing Law. This letter will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its conflict of laws principles.

13.    Counterparts. This letter may be executed in two counterparts, both of which shall be deemed an original, and all of which shall constitute one and the same instrument.

14.    Headings. Section and subsection headings in this letter are inserted for convenience of reference only and do not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

I very much look forward to your joining Avon. We appreciate that you have an obligation to provide a certain amount of notice to your current employer; however, I am hopeful that your start date with Avon is as soon as possible but no later than April 1, 2015, unless mutually agreed. I am confident that your career at Avon will be rewarding. If you have any questions, please feel free to call me at [Telephone Number].

Sincerely,

Sheri McCoy

Chief Executive Officer

Accepted and Agreed to: