Settlement and Release Agreement (November 6th, 2014)

Acknowledgement and Acceptance of Appointment (May 14th, 2013)

The undersigned hereby acknowledges and accepts his appointment to the position of CEO of Coty Inc., a Delaware corporation (the "Company"), on the terms described in the resolutions of the Remuneration and Nomination Committee of the Board of Directors of the Company and of the Board of Directors of the Company dated as of July 23, 2012 and July 24, 2012, respectively, which resolutions are attached as Exhibit A hereto, and the resolutions of Remuneration and Nomination Committee of the Board of Directors of the Company, dated as of September 24, 2012, and attached Exhibit B.

Matching Option Award Terms and Conditions Under Coty Inc. Executive Ownership Plan (As Amended on April 8, 2013 and Effective as of the Effective Date) (April 24th, 2013)

This instrument (the Terms and Conditions) evidences the grant effective on the date set forth in your individual portfolio in the Employee LTIP Portal (the Grant Date) of a Matching Option to you (the Participant), by Coty Inc., a Delaware corporation (the Company). Any term capitalized but not defined in these Terms and Conditions will have the meaning set forth in the Coty Inc. Executive Ownership Plan, as amended on April 8, 2013 (the Plan).