Exhibit 10.36


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)


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”).


	
  

 	
  

 	
  

 
	
 1.

 	
 Option
 Grant. In
 accordance with the terms of the Plan and subject to the terms and conditions
 of these Terms and Conditions, the Company hereby grants to the Participant
 as of the Grant Date a Matching Option (the “Option”) to purchase all or any part of an aggregate of the
 number of shares of the Company’s Shares set forth in your individual
 portfolio in the Employee LTIP Portal (the “Option Shares”). This
 Option is a nonqualified stock option and is not intended to be an incentive
 stock option within the meaning of Code Section 422. 

 
	
  

 	
  

 
	
 2.

 	
 Exercise
 Price. The Exercise
 Price of the Option will be the price per Share set forth in your total
 compensation letter.

 
	
  

 	
  

 
	
 3.

 	
 Vesting
 and Exercisability of Option. The Participant may exercise this Option only after it has become
 vested and exercisable in accordance with the following:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 In
 General. The
 Option shall vest and become exercisable on the fifth anniversary of the
 Grant Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Change in Control. If, within twelve months following a
 Change in Control, (i) the Participant is terminated by the Company or an
 employing Affiliate without Cause or (ii) the Participant resigns for Good
 Reason, the Option shall vest and become exercisable.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Retirement, Death, or
 Disability. The
 Option shall vest and become exercisable to the extent provided in paragraph
 7 in the event of the Participant’s termination of Service by reason of
 Retirement, death, or Disability.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Expiration. Subject to paragraph 7, the Option will expire on the tenth
 anniversary of the Grant Date (the “Expiration
 Date”).

 
	
  

 	
  

 
	
 5.

 	
 Transferability of Option. 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Except as otherwise provided in Section 5(b), these
 Terms and Conditions or the Plan, (i) no Matching Option granted under the
 Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
 hypothecated, other than by will or 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 by the laws of descent and distribution, and (ii)
 all Matching Options shall be exercisable during the Participant’s lifetime
 only by the Participant or his or her guardian or legal representative. The
 Committee may, in its sole discretion, require a Participant’s guardian or
 legal representative to supply it with the evidence the Committee deems
 necessary to establish the authority of the guardian or legal representative
 to act on behalf of the Participant.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Subject to applicable law, vested Matching Options
 may be transferred to a Successor. Such transferred Matching Options may only
 be further sold, transferred, pledged, assigned or otherwise alienated by the
 Successor in accordance with this Section 5, and shall be subject in all
 respects to the these Terms and Conditions and the Plan. For a transfer to be
 effective, the Successor shall promptly furnish the Company with written
 notice thereof and a copy of such other evidence as the Committee may deem
 necessary to establish the validity of the transfer and the acceptance of the
 Successor of the terms and conditions of the Plan.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Exercise
 of Option.

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Notice of Exercise. After the Option has become exercisable
 pursuant to paragraph 3, and while it remains exercisable in accordance with
 paragraph 7, the Participant may exercise the Option in whole or in part on
 any Exercise Date by delivering a signed, written exercise notice to the
 Company. The notice shall indicate the number of Shares being purchased. The
 Option must be exercised as to a whole number of Shares. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Payment of Exercise Price. Unless the Option exercise is settled in
 cash, the Participant must pay the Exercise Price of the Option at the time
 of exercise as follows: (i) in cash or by check payable to the order of the
 Company; or (ii) by means of a cashless exercise procedure approved by the
 Committee; or (ii) a combination of the foregoing.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Withholding Obligation. Unless the Option exercise is settled in
 cash, the withholding obligation upon the Participant’s exercise of the
 Option must be satisfied by paying the amount of required withholding to the
 Company. If the Participant does not pay the amount of required withholding
 to the Company, or if the Option exercise is settled in cash, the Company
 will withhold from the Shares delivered or from the cash payable to the
 Participant the minimum amount of funds required to cover any Withholding Tax
 required to be withheld by the Company by reason of such exercise of the
 Option.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Use of Shares. Shares used to satisfy the Exercise Price
 and/or any required withholding tax (including Shares underlying surrendered
 Options) will be valued at their Fair Market Value, determined in accordance
 with the Plan.

 



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 (e)

 	
 Condition of Transfer. The Company
 will issue no Shares pursuant to the Option before the Participant has paid
 the Exercise Price and any withholding obligation in full.

 
	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Automatic Exercise. Any
 exercisable Option that has not been exercised by its holder shall be
 automatically exercised in accordance with subsection (b)(ii) hereof on the
 Exercise Date immediately prior to its expiration if, on such Exercise Date,
 there is a Matching Option Spread with respect to such Option. 

 






	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Termination
 of Service. Upon
 termination of Service with the Company or an Affiliate, the Participant’s
 right to exercise the Option will be subject to the following rules:

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Retirement, Disability or
 Death. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 If the Participant’s
 Service terminates due to Retirement, Disability or death before the Option
 has otherwise become vested, then the Option shall immediately become vested
 and exercisable with respect to the Applicable Fraction of the Option Shares,
 and shall be immediately forfeited and canceled with respect to the remaining
 Option Shares. The “Applicable Fraction” means a fraction,
 the numerator of which is the number of days elapsed from the Grant Date of
 an Award to the date of the Participant’s termination of Service and
 the denominator of which is the number of days between the Grant Date and the
 date the Award was scheduled to become exercisable or otherwise vest. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The portion of an Option
 that is vested (whether by application of paragraph 7(a)(i) above or
 otherwise) on the date the Participant terminates Service due to Retirement,
 Disability or death may be exercised on an Exercise Date occurring on or
 before the second anniversary of the date of the Participant’s termination.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Other Termination of
 Service. Except as
 provided in Section 3(b), if the Participant’s Service terminates for any
 reason other than Retirement, Disability or death, the Participant may
 exercise the Option to the extent that it was exercisable on the date of such
 termination on any Exercise Date on or before the later of the 90-day period
 following such termination. Any Option that is not vested on the date the
 Participant’s Service shall be immediately forfeited and canceled. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Option Expiration. In no event may the Option be exercised
 after the Expiration Date.

 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Plan and
 Terms and Conditions Not a Contract of Employment or Service. Neither the Plan nor these Terms and
 Conditions is a contract of employment or Service, and no terms of the
 Participant’s employment or Service will be affected in any way by the Plan,
 these Terms and Conditions or related instruments, except to the extent
 specifically expressed therein. Neither the Plan nor these Terms and
 Conditions will be construed as conferring any legal rights on the
 Participant to continue to be employed or remain in 

 





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 Service with the Company,
 nor will it interfere with any Company Party’s right to discharge the
 Participant or to deal with him or her regardless of the existence of the
 Plan, these Terms and Conditions or the Option.

 
	
  

 	
  

 
	
 9.

 	
 Participant
 to Have No Rights as a Shareholder. Before the date as of which the Participant is recorded on the books
 of the Company as the holder of any Shares underlying the Option, the
 Participant will have no rights as a shareholder with respect to those
 Shares.

 
	
  

 	
  

 
	
 10.

 	
 Notice. Any notice or other communication required
 or permitted under these Terms and Conditions must be in writing and must be
 delivered personally, sent by certified, registered or express mail, or sent
 by overnight courier, at the sender’s expense. Notice will be deemed given
 when delivered personally or, if mailed, three (3) days after the date of
 deposit in the United States mail or, if sent by overnight courier, on the
 regular business day following the date sent. Notice to the Company should be
 sent to:

 
	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Coty Inc.

 
	
  

 	
  

 	
  

 	
 Two Park Avenue

 
	
  

 	
  

 	
  

 	
 17th Floor

 
	
  

 	
  

 	
  

 	
 New York, New York 10016

 
	
  

 	
  

 	
  

 	
 Attention: General Counsel

 
	
  

 	
  

 
	
  

 	
 Notice to the Participant
 should be sent to the address on file with the Company. Either party may
 change the Person and/or address to which the other party must give notice
 under this paragraph 10 by giving such other party written notice of such
 change, in accordance with the procedures described above.

 
	
  

 	
  

 
	
 11.

 	
 Governing
 Law. To the extent
 not preempted by federal law, these Terms and Conditions will be construed
 and enforced in accordance with, and governed by, the laws of the State of
 New York, without giving effect to its conflicts of law principles that would
 require the application of the law of any other jurisdiction.

 
	
  

 	
  

 
	
 12.

 	
 Plan
 Document Controls.
 The rights granted under these Terms and Conditions are in all respects
 subject to the provisions set forth in the Plan to the same extent and with
 the same effect as if set forth fully in these Terms and Conditions. If the
 terms of these Terms and Conditions conflict with the terms of the Plan
 document, the Plan document will control.

 
	
  

 	
  

 
	
 13.

 	
 Amendment
 of these Terms and Conditions. These Terms and Conditions may be amended unilaterally by the
 Committee to the extent provided under the Plan, or by a written instrument
 signed by both parties.

 
	
  

 	
  

 
	
 14.

 	
 Entire Agreement. These Terms and
 Conditions, together with the Plan, constitute the entire obligation of the
 parties with respect to the subject matter of these Terms and Conditions and
 supersedes any prior written or oral expressions of intent or understanding
 with respect to such subject matter.

 



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 15.

 	
 Administration. The Committee
 administers the Plan and these Terms and Conditions. The Participant’s rights
 under these Terms and Conditions are expressly subject to the terms and
 conditions of the Plan, including any guidelines the Committee adopts from
 time to time. The Participant hereby acknowledges receipt of a copy of the
 Plan.

 






	
  

 	
  

 
	
  

 	
 COTY INC.

 
	
  

 	
 /s/ Michele Scannavini

 
	
  

 	 

 
	
  

 	
 Michele Scannavini 

 
	

  

 	
 Chief Executive Officer 

 



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