SETTLEMENT AGREEMENT

Coty SAS, a French société par actions simplifiée (simplified form of limited liability company) with a share capital of €22,905,465, registered with the Companies Registry of Paris under number 394 710 552 and having its registered office at 14 rue Quatre Septembre, 75002 Paris, France, represented by Sébastien Froidefond, Senior Vice President, Human Resources, duly empowered for the purposes hereof.

Mr. Jean Mortier, born on 16 January 1960, in Boulogne-Billancourt, of French nationality, domiciled at ## ### ###### ## ## ###### #####, ##### #####, ######,

For the purposes of this Contract, the term "Group" shall mean any company, as well as its subsidiaries and affiliates, directly or indirectly controlling the Company, and any company, as well as its subsidiaries and affiliates, directly or indirectly controlled by the Company.

He insisted first of all on the fact that the alleged differences of opinion mentioned in support of his dismissal were only a pretext to remove him.

He claimed that he could not be reproached for having given his opinion, as part of his duties and responsibilities, and without misusing his freedom of speech, on the orientations and projects which had been submitted to him and were impacting the Global Markets structure under his supervision.

He added that he considered that he had always demonstrated his commitment and skills, as illustrated by his professional development within the Group and the responsibilities entrusted to him

More generally, Mr. Mortier stated that termination of his employment contract, in these conditions, was therefore totally unjustified and caused him considerable financial loss, moral prejudice, professional harm and damage to his career.

Therefore, the Company considered that the differences of opinion over strategy which Mr. Mortier displayed in carrying out his assignments were affecting the credibility of the decisions made by his superiors regarding the Global Markets structure’s teams and were incompatible with his level of responsibility and his position within the Company and the Group.

It indeed considered that Mr. Mortier should be the spokesperson for Management and the strategic vision of the Group, and this was incompatible with the disagreements and strong criticisms that he was expressing.

The Company therefore confirmed to Mr. Mortier that it could not go back on its decision that it considered was totally legitimate.

After discussions and exchanges of views concerning their respective rights, the Parties, having taken all advice necessary from their respective advisers to be able to express their consent freely, have come together and have decided to resolve their dispute in a final manner by means of a settlement by giving the reciprocal concessions set out hereinafter.

Mr. Mortier acknowledges receipt of his dismissal letter dated 2 November 2015.

However, in order to allow a smooth transition to Mr. Mortier's successor, and in light of the various projects underway within the Group and more specifically within the Global Markets structure, the Parties agree that Mr. Mortier's three-month notice period will be extended to 30 June 2016 (the "Extended Notice Period").

The Parties agree that Mr. Mortier will work during the Extended Notice Period.

Until 31 March 2016, Mr. Mortier agrees to work first and foremost on the following subjects:

The subjects presented here do not represent an exhaustive list. Therefore, Mr. Mortier also agrees to work first and foremost on any subject identified by the Company subsequently to the signing of this settlement agreement.

As from 1 April 2016, the Parties also agree that Mr. Mortier, without being released from having to work during his notice period, will have full liberty in the organization of his work time, subject to ad hoc interventions that he may be asked to conduct on the Anti-Trust project. By signing this settlement agreement, Mr. Mortier expressly agrees to respond favorably to the Company’s requests regarding the Anti-Trust project for the remainder of his Extended Notice Period.

In any event, Mr. Mortier shall be entitled to the entirety of his fixed and variable remuneration, his benefits in kind and expatriation bonus, until 30 June 2016, expiration date of the Extended Notice Period.

For the avoidance of doubt, it is expressly noted that the aforementioned sums shall be subject to deduction of the social contributions as provided for by applicable legislation.

Mr. Mortier will also receive around 30 June 2016:

If applicable, Mr. Mortier will receive his bonus, calculated over the entire 2015-2016 fiscal year, in light of the performance indicators on which the bonus is based. The amount corresponding to this bonus will be paid to him, as the case may be, no later than 31 October 2016.

Mr. Mortier acknowledges that he has not been released from his non-compete obligation as provided in Article 8 of his employment contract (the “Non-Compete Obligation”) and therefore that he is bound by this Non-Compete Obligation during a period of 12 months starting 1 July 2016.

The Company also acknowledges being bound by the terms of the Non-Compete Obligation and agrees to pay Mr. Mortier as from 1 July 2016 the financial compensation set out in the employment contract, i.e., €69,944.44 gross (sixty-nine thousand nine hundred and forty- four Euros and forty-four cents gross) for the duration of the Non-Compete Obligation, subject to full compliance with its terms by Mr. Mortier.

Without acknowledging the validity of Mr. Mortier's claims, the Company accepts, in the interest of conciliation and in order to end all litigation between the parties, to make the following concessions:

The Company accepts to pay Mr. Mortier, as remedy for the moral prejudice, financial loss, professional harm and damage to his career that he is claiming he has suffered, the sum of €4,891,842.80 Euros gross, i.e., four million eight hundred and ninety-one thousand eight hundred and forty-two Euros and eighty cents gross as compensation for the global, final and lump-sum settlement of all amounts owed and as a final settlement of any alleged cause of any loss, prejudice or harm and of any dispute having arisen or which may arise as a result of the conclusion, the performance, and the termination of his employment contract.

This settlement and lump sum amount will be paid in two installments, after deduction of the applicable social contributions, by wire transfer to Mr. Mortier’s account:

Mr. Mortier owns stock options and shares granted to him in connection with the performance of his employment contract in accordance with the rules for the Coty Inc. ELTIP and LTIP plans.

The Company agrees to ensure that the treatment of stock options and shares granted to Mr. Mortier shall be settled in accordance with the applicable provisions of the aforementioned plan rules.

The Company, via the voting members of its Executive Committee (Comité Exécutif) or its Board of Directors (Conseil d'Admimstration), expressly agrees to not do anything, in particular, but not limited to, to not make a public or private statement, which could harm the interests and/or adversely affect the professional image or reputation of Mr. Mortier.

Should Mr. Mortier report disparagement to the Company (through its Executive Committee or one of its members), the Company agrees to do its best to put an end to this situation.

In exchange for the obligations contracted by Mr. Mortier pursuant to Article 3 of this settlement agreement, the Company expressly and definitively agrees not to make any claim and/or any grievance, for whatever purpose, on whatever grounds, against Mr. Mortier, as well as not to take any legal action or any legal proceedings against him, of whatever kind or purpose, before any court and/or independent administrative authority whatsoever, including a criminal court, in relation to the facts and/or events and/or relations described in the introduction above and/or their performance and/or their termination.

The Company undertakes to bear the cost of advisers' fees and legal representation fees incurred by Mr. Mortier in defending his interests in connection with

finalizing this settlement, on the basis of an hourly rate of up to €450 (excluding tax) and limited to a total amount of €4,500 (excluding tax).

Mr. Mortier confirms that the payment of the settlement amount referred to in Article 2 above constitutes global, all-inclusive and final compensation for all of his causes of loss and prejudice, in that they relate to the performance and/or termination of his employment contract with the Company and the corporate offices he holds within the Group.

Mr. Mortier acknowledges, subject to full payment and due receipt of the sums mentioned in Articles 1 and 2 of this settlement agreement, that all his rights, whether existing or contingent, have been fulfilled, relating to the payment of all salary, ancillary amounts, remuneration and in particular, allowances, bonuses, overtime, reimbursement of expenses, compensation for paid leave not taken, compensation for the notice period not worked, severance pay, compensation for the non-compete agreement, variable remuneration, bonuses, benefits in kind, indemnification of whatever kind, compensation of whatever kind, other benefits granted by the Company, payable or to become payable as a result of the legal relationship or in fact which may have existed between him and the Company or any other entity of the Group.

In exchange for the obligations contracted by the Company pursuant to Article 2 of this settlement agreement, Mr. Mortier expressly and definitively agrees not to make any claim and/or any grievance, for whatever purpose, on whatever grounds, against the Company and/or any company or entity economically or legally related to the Group, or against any of the current and/or past executives and/or corporate officers and/or employees of the Group, as well as not to take any legal action or any legal proceedings against them, of whatever kind or purpose, before any court and/or independent administrative authority whatsoever, including a criminal court, in relation to the facts and/or events and/or relations described in the introduction above and/or their performance and/or their termination.

Mr. Mortier expressly agrees not to do anything, in particular, and not exclusively, not to make any public or private statement, which could harm the interests and/or adversely affect the image or reputation of the Company, of any other company of the Group and/or their current or past employees and executives.

Mr. Mortier agrees, after leaving the Group, to exercise absolute discretion concerning the confidential information relating to the Company and/or the other companies of the Group or its customers and partners, which he received or which he may have collected in connection with his collaboration with the Company or the Group.

Group, their finances, products, customers or members of staff, except with prior written consent from a legal representative of the Company.

It is expressly agreed that these agreements constitute an essential condition to this settlement agreement, the breach of which could compromise all of its provisions.

In accordance with Article 8 of his employment contract, during a period of twelve months starting 1 July 2016, Mr. Mortier shall not, without the Company's prior written consent, solicit or directly encourage, the departure of employees from the Company or its subsidiaries, or hire or assist a third party to poach an employee who was employed by the Company or one of its subsidiaries as of 1 July 2016.

The Parties agree to keep all information confidential concerning the aforementioned disagreements, the provisions of this agreement as well as the conditions and the content of the negotiations having led to its conclusion, this confidentiality being applied in particular to the reciprocal concessions granted pursuant to this settlement agreement.

This settlement agreement may only be disclosed in the following cases:

Mr. Mortier declares that he is fully aware of the social security and tax treatment of the sums paid to him pursuant to the present settlement agreement.

Therefore, each of the Parties agrees to assume any tax or social security consequences resulting from payment of the sums referred to in this settlement agreement, subject to Article 2.3.

Mr. Mortier also acknowledges that he has been informed that the payment of the settlement amount mentioned above, the gross amount of which will be declared to the French employment office (Pôle Emploi), may entail, as the case may be, postponement of the payment of unemployment benefits.

The Parties declare, each as far as they are respectively concerned, that their consent to enter into this settlement agreement has been given freely and reflects their intention with full knowledge of the facts.

Mr. Mortier acknowledges in particular that he has had the necessary time to reflect and has obtained the informed opinions of his legal adviser before signing this settlement agreement and that he has been informed that any breach of this settlement agreement could justify rescission hereof or the award of damages to the Company.

Mr. Mortier also acknowledges that his attention has been expressly drawn to the final and irrevocable nature of this settlement agreement which shall constitute, in accordance with Articles 2044 et seq. of the French Civil Code, between him and the Company, res judicata.

Subject to each of the Parties complying with its or his own respective obligations, the Company and Mr. Mortier agree not to challenge this settlement agreement, in any of its provisions whatsoever, on any grounds whatsoever, even for an error at law or in fact.

This settlement agreement is entered into in accordance with Articles 2044 to 2058 of the French Civil Code and shall therefore constitute res judicata between the Parties.