EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into this 20th day of June, 2016 between Coty Services UK Limited, a company incorporated in England and Wales with the company number 325646 (the “Company”) and Patrice de Talhouët (“Executive”). The Company is a direct or indirect subsidiary of Coty Inc., ("Coty Inc") which has its head offices at 350 Fifth Avenue, New York, NY 10118.

NOW, THEREFORE, the parties agree as follows:

The Company agrees to employ Executive on 1^st July, 2016, or such date as agreed by the parties (the “Effective Date”), and Executive accepts such employment, on the terms and conditions set forth in this Agreement. Executive’s period of employment with Coty Group shall count towards Executive’s period of continuous employment, which began on 1^st January 2014.

Executive’s position will be based at the Company’s principal office in London. Notwithstanding the foregoing, Executive will be required to travel extensively within the normal course of his duties. Executive may also be required to relocate in accordance with the Company's needs, such relocation being subject to the terms of the Company’s International Transfer Policy.

Executive’s compensation and benefits during his employment under this Agreement shall be as follows:

The Company shall pay Executive base salary (“Salary”) at an annual rate of £550,000 payable in equal monthly instalments in arrears. Executive’s Salary shall be payable in accordance with the Company’s normal payroll practices as in effect from time to time. The next salary review will be in October 2016 subject to Board validation.

Executive shall be eligible to participate in the Coty Annual Performance Plan (the “APP”), with a Target Award of sixty percent (60%) of Executive’s Salary. The actual APP award (“Bonus”) will depend on the value of Coty financial metrics, and will be between 0 and 3.6 times the Target Award (i.e., a maximum potential award of 216% of Executive’s Salary).

Executive understands that the APP is a discretionary bonus plan and may be amended or terminated by Coty in its sole discretion at any time, and that a Bonus is not guaranteed by Coty. In order to be entitled to receive any Bonus, Executive must remain in employment on the date of payment.

With respect to each calendar year during which Executive is employed by the Company and subject in each case to his continued employment through the date of grant, at or about the time that the Company makes annual grants generally to its senior officers Executive shall receive annual equity based incentive compensation awards pursuant to and in accordance with the Company’s then effective equity incentive plan and the Company’s generally applicable incentive compensation practices as in effect from time to time. Subject to the discretion of the Board (or the appropriate committee thereof) to modify the form and/or size of such award, it is currently expected that that annual grants to Executive shall be with respect to restricted stock units with a value of US$ 1,500,000, with each such unit representing the right to receive upon vesting one share of the Related Common Stock (the “Annual RSUs”), having terms and conditions established in accordance with the terms of such plan that the Board (or the appropriate committee thereof) determines to be appropriate. Executive will participate to the 2016 annual grant.

Executive shall be entitled to receive a sign-on bonus of such amount as is necessary to result in the Executive receiving US$ 16,000 net monthly paid in GBP (at the daily exchange rate of the payment) from July 2016 until December 2016 after the deduction of tax and national insurance contributions and the payment of any further tax due from Executive in respect of such bonus, to be paid monthly. Executive’s entitlement to this exceptional Bonus shall be conditional on Executive remaining in employment for the period of at least two years from the Effective Date. Accordingly, in the event that the Executive ceases to be an employee of the Company before the second anniversary of the Effective Date, other than due to death, disability or ill-health, he shall repay to the Company an amount equal to this Bonus less any income tax of social security contributions withheld by the Company at the time of payment, or subsequently paid by Executive in relation to this Bonus.

Executive shall be eligible to participate in the Company’s employee benefit plans in effect from time to time for employees of the Company generally.

Executive shall be entitled to join the Company’s pension scheme subject to eligibility criteria and subject to the rules of the Scheme as amended from time to time.

Executive shall be given a car allowance of £13,200 per annum payable in monthly instalments, or use of a Company car in accordance with Company policy.

You will benefit from the International transfer policy for your move to London.

Schooling fees will be paid for, or reimbursed by, the company as defined in the Company International Transfer policy.

Executive will benefit from the tax assistance provided by Company Tax Consultant (currently PriceWaterhouseCoopers) to help him properly report his Coty income in required geographies. The assistance ends when the employment ends.

Executive will be required to apply for an American Express credit card to use for company expenses incurred during the operation of day to day duties. This card will be registered in Executive’s name and Executive will be responsible for making the monthly payments. Subject to production of valid receipts; the Company will reimburse Executive for these expenses subject to the terms of the Coty Travel & Expenses policy as in effect from time to time.

Executive shall accrue paid vacation at the rate of twenty-five (25) work days per year (in addition to the usual 8 public holidays in England), subject to the terms and conditions of the Company’s standard vacation policies for its employees as in effect from time to time (the “Vacation Policy”), including, without limitation, such overall limitations on accrued but unused vacation as the Vacation Policy may provide. In scheduling vacation Executive shall duly consider the business requirements of the Company.

Commencing on the Effective Date and at all times thereafter, Executive shall not use for any purpose or disclose to any third party any Confidential Information (as defined below) other than (i) in the performance of Executive’s duties under this Agreement, (ii) as may otherwise be required by law, regulation or legal process, or (iii) as may be required by a governmental authority, agency or body. “Confidential Information” means any proprietary and/or confidential information relating to Coty, Coty’s customers, or other parties with which Coty has a business relationship or that may provide Coty with a competitive advantage, and includes, without limitation, trade secrets; inventions (whether or not patentable); technology and business processes; business, product, strategic, or marketing plans; negotiating strategies; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; compilations of public information that become proprietary as a result of Coty’s compilation of such public information for use in its business; and documents (including any electronic record, videotapes or audiotapes) and oral communications incorporating Confidential Information. Executive shall also comply with any confidentiality obligations of Coty to a third party that Executive knows or should know about, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information if it is or becomes generally available to the public other than as a result of an unauthorized disclosure or action by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from Executive. Because Confidential Information is extremely valuable, the Company takes measures to maintain its confidentiality and guard its secrecy. Confidential Information may be copied, disclosed or used by Executive during his employment with the Company only as necessary to carry out Company business and, where applicable, only as required or authorized under the terms of any agreements between the Company and any third party. If Executive is ever asked to disclose any information or materials that are subject to these confidentiality restrictions, pursuant to legal process or otherwise, Executive must contact the Company to seek the Company's written consent prior to any disclosure.

Executive will enter into the Company’s standard restrictive covenant agreement for senior executives contained in the Confidentiality and Non-Competition Agreement attached at Annex 1. Participation in LTIP and other company equity plans is subject to the execution of such agreement, a copy of which has been given to Executive.

Executive agrees that all patents, patentable inventions, copyrights, trade secret rights, trademark rights and associated goodwill, rights in know-how, and all other intellectual property rights, as well as all their physical and intangible embodiments, that are conceived, discovered, developed, created or reduced to practice by Executive, solely or in collaboration with others, during the period of his employment with the Company and that relate in any manner to the business of Coty that Executive may be directed to undertake, investigate or experiment with or that Executive may become associated with in performing services for the Company or for Coty (collectively, “Intellectual Property”) are the sole property of the Company. At the Company's request or in the event any Intellectual Property is deemed for any reason to be owned by Executive, Executive shall hold them on trust for the Company and Executive also agrees at the request of the Company to assign (or cause to be assigned) fully to the Company all such Intellectual Property. Executive hereby irrevocably waives any and all moral rights which Executive has or may become entitled to under the Copyright Designs and Patents Act 1988 (or any equivalent laws anywhere in the world) in relation to any existing or future works, the Intellectual Property which are vested in the Company pursuant to this Section 12.1.

Executive agrees to assist the Company or its designee, at the Company’s expense, in every lawful way to secure, document and record the Company’s rights in Intellectual Property, including the disclosure to the Company of all pertinent information and data with respect to all Intellectual Property, the execution of all documents, applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to all Intellectual Property. Executive also agrees that Executive’s obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement. Executive further agrees not to assert or make a claim of ownership of any Intellectual Property, and that Executive shall not file any applications for patents or copyright or trademark registration relating to any Intellectual Property.

Executive agrees that if in the course of performing services for the Company Executive incorporates into or in any way uses in creating Intellectual Property any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Executive or in which Executive has an interest, (i) Executive shall inform the Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any

Intellectual Property, and (ii) Executive hereby grants the Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, sell, copy and distribute, and to use or exploit in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Intellectual Property. Executive shall not incorporate any invention, improvement, development, concept, discovery, intellectual property or other proprietary information owned by any party other than Executive into any Intellectual Property without the Company’s prior written permission.

Executive irrevocably appoints the Company and its duly authorized officers and agents to be his attorney in his name and on his behalf to act for and on Executive’s behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright, trademark and mask work registrations with the same legal force and effect as if executed by Executive, if the Company is unable, because of Executive’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Executive’s signature for the purpose of applying for or pursuing any application for patents or mask work or copyright or trademark registrations covering the Intellectual Property owned by the Company pursuant to this Section 12. A certificate in writing, signed by any director or the secretary of the Company, that any document or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

The Company may terminate Executive’s employment and this Agreement with immediate effect for Cause. In such event the Company shall have no further obligations to Executive under this Agreement or otherwise except for any earned but unpaid Salary through the date of termination, any accrued but unused vacation, and any other vested benefits to which Executive is entitled in accordance with the terms of any plan of the Company (the “Accrued Compensation”).

“Cause” means:

If the Company terminates Executive’s employment without Cause, Executive shall receive, without duplication, the following:

If Executive voluntarily terminates his employment in accordance with this Section, he shall receive, without duplication, his Accrued Compensation.

In the event of Executive’s death while employed by the Company, this Agreement shall automatically terminate. Thereafter, Executive’s designated beneficiary (or, if there is no such beneficiary, Executive’s estate) shall receive any Accrued Compensation as of the date of Executive’s death. In no event shall a payment pursuant to this Section 15 be made later than the 60th day after Executive’s death. For purposes of determining

whether Executive’s employment has terminated due to his “Disability,” Disability shall be defined in accordance with the provisions of the long-term disability scheme operated by the Company in which Executive participates.

Except as otherwise provided in this Agreement, Executive’s participation in all Company benefit plans and programs shall be governed by the terms of the applicable plan and program documents and award agreements. For the avoidance of doubt, Executive’s Accrued Compensation as of his termination of employment for any reason shall not include any APP amount except to the extent provided by the terms of the APP or this Agreement. Company reserves the right to alter the terms of any benefit plan, or to withdraw it.

If Executive’s employment with the Company terminates for any reason, Executive shall resign at that time from all officer positions that Executive may have held with Coty. Executive hereby irrevocably appoints the Company and its duly authorized officers and agents to be his attorney in his name to execute such documents or instruments as the Company may deem reasonably necessary or desirable to effect such resignation or resignations.

Upon terminating his employment for any reason or whenever so directed by the Company, Executive shall return any documents, papers, drawings, plans, diskettes, tapes, data, manuals, forms, notes, tables, calculations, reports, or other items which Executive has received, or in or on which Executive has stored or recorded Coty data or information, in the course of his employment as well as all copies and any material into which any of the foregoing has been incorporated and any other Coty property which may be in his possession or control, to the Company or to such entity as Coty may direct, without right of retention.

    

employment with the Company (including, without limitation, any negative vacation balance) all monies Executive may owe to the Company at the time of or subsequent to the termination of Executive’s employment with the Company (including, without limitation, any negative vacation balance). To the extent any law requires an employee’s consent to the offset provided in this Section 17.2 and permits such consent to be obtained in advance, this Agreement shall be deemed to provide the required consent.

The respective rights and obligations of the parties under this Agreement shall survive any termination of this Agreement to the extent necessary for the intended preservation of such rights and obligations.

The Company has entered into this Agreement in order to obtain the benefit of Executive’s unique skills, talent, and experience. It is understood by both parties to this Agreement that the protections to Coty provided herein are meant for the reasonable protection of the business of Coty and not to impair the ability of Executive to earn a living. Executive acknowledges and agrees that any violation of Section 10, 11, or 12 shall result in irreparable damage to the Company, and accordingly the Company may obtain injunctive and other equitable relief for any breach or threatened breach of such sections, in addition to any other remedies available to the Company.

If a court determines that any portion of this Agreement is invalid or unenforceable, the remainder of this Agreement shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If the final judgment of a court of competent jurisdiction or other authority (including an arbitrator) declares that any term or provision is invalid or unenforceable, the parties agree that the court or other authority making such determination shall have the power to reduce the scope, duration, area, or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void, or unenforceable term or provision with a term or provision that is valid and enforceable

and that comes closest to expressing the intent of the invalid or unenforceable term or provision.

The payments and benefits provided in this Agreement in respect of a termination of employment are in lieu of any other salary, bonus or benefits payable by the Company, including, without limitation, any severance or income continuation or protection under any Company plan that may now or hereafter exist. All such payments and benefits shall constitute liquidated damages, paid in full and final settlement of all obligations of the Company to Executive under this Agreement.

Any notice to be given under this Agreement to Executive may be served by being handed to him personally or by being sent by recorded delivery first class post to him at his usual or last known address; and any notice to be given to the Company may be served by being left at or by being sent by recorded delivery first class post to its registered office for the time being. Any notice served by post shall be deemed to have been served on the day (excluding Sundays and public and bank holidays) next following the date of posting and in proving such service it shall be sufficient proof that the envelope containing the notice was properly addressed and posted as a prepaid letter by recorded delivery first class post.

This Agreement is for the performance of personal services by Executive and may not be assigned by Executive, except that the rights of Executive hereunder shall pass upon Executive’s death to Executive’s designated beneficiary (or, if there is no such beneficiary, Executive’s estate), provided that Executive shall be entitled, to the extent not prohibited by applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death by giving the Company written notice thereof. This Agreement shall be binding upon and inure to the benefit of the Company’s successors and assigns. Without limiting the foregoing, the Company may assign its rights and delegate its duties hereunder in whole or in part to any transferee of all or a portion of the assets or business to which Executive’s employment relates.

The Courts of England and Wales shall have jurisdiction over all disputes arising out of or in reference to this Agreement, provided however that as to any claims or causes of action against Coty, the appropriate State and Federal courts located in New York, New York, shall have exclusive jurisdiction and venue and the parties hereby consent to such exclusive jurisdiction and venue.

Nothing in this Agreement shall be construed to impose any obligation on the Company to establish or maintain any benefit, welfare or compensation plan or program or to prevent the modification or termination of any benefit, welfare or compensation plan or program or any action or inaction with respect to any such benefit, welfare or compensation plan or program.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. An electronically scanned copy of an executed counterpart shall be given the same effect as the original for purposes of the preceding sentence.

All descriptive headings in this Agreement are intended solely for convenience, and no provision of this Agreement is to be construed by reference to any heading.

This Agreement shall not be construed for or against any party to this Agreement because that party drafted or caused that party’s legal representative to draft any of its provisions.

Save as expressly provided in this Agreement, a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. Executive will, at the request of the Company, enter into a separate agreement with any entity within Coty that the Company may require under the terms of which he will agree to be bound by provisions of this Agreement and the document attached at Annex 1 which are to the benefit of such other entity.

This Agreement and any documents referred to herein constitute the entire agreement by the parties with respect to the matters covered herein and supersedes any prior agreement, condition, practice, custom, usage and obligation with respect to such matters insofar as any such prior agreement, condition, practice, custom, usage or obligation might have given rise to any enforceable right. No agreements, understandings or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement.

SIGNED as a DEED and DELIVERED on the date first written above by        
Sebastien Froidefond in the presence of:        

Witness name: Froidefond    20.06.2016
Witness signature: /s/Sebastien Froidefond
Witness address 14, Rue du Quatre Sept. 75002 Paris    

SIGNED as a DEED and DELIVERED on the date first written above by        
COTY SERVICES UK LIMITED acting by /s/Peter Godden    
[ ] in the presence of:    

Witness name: Catherine Orezzi
Witness signature: /s/Catherine Orezzi
Witness address XX XXXXX XXX XXXX XX XXXXXXX XXXX XXX

EXECUTED by    S. Froidefond    
COTY INC acting by CHRO    
[ ] :    /s/Sebastien Froidefond