Exhibit 10.29


Nonqualified Stock Option Award

Terms and Conditions

Under

Coty Inc. Long-Term Incentive Plan


 (as
amended 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 total compensation letter (the “Grant Date”) of a nonqualified stock option
award 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. Long-Term Incentive Plan, as amended April 8, 2013 (the “Plan”).


	
  

 	
  

 	
  

 
	
 1.

 	
 Option Grant. In accordance with the terms of the Plan and subject to these Terms
 and Conditions, the Company hereby grants to the Participant as of the Grant
 Date an 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 total compensation letter (the “Option
 Shares”). This award is subject to cancellation unless the
 Participant executes and returns to the Company the Coty Inc. Confidentiality
 and Non-Competition Agreement by December 31 of the calendar year in which
 the Option was granted. 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 (that is not a Joint
 Venture) without Cause or (ii) the Participant resigns from the Company or an
 employing Affiliate (that is not a Joint Venture) for Good Reason, the Option
 shall vest and become exercisable.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Joint Venture. If the Participant
 becomes an employee of a Joint Venture during the Restriction Period, vesting
 of the Option shall be tolled beginning on the date the Participant becomes an
 employee of the Joint Venture and shall recommence on the date the
 Participant again becomes an Employee Accordingly, the Restriction Period
 shall be extended by the number of days the Participant was an employee of
 the Joint Venture. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 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 provided in Section 5(b), (i) the
 Participant may not sell, transfer, pledge, assign or otherwise alienate or
 hypothecate the Option, other than by will or the laws of descent and
 distribution and (ii) the Option shall be exercisable during the
 Participant’s lifetime only by the Participant or his or her guardian or
 legal representative. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Subject to applicable law, vested Stock Options may
 be transferred to a Successor. Such transferred Stock Options may only be
 further sold, transferred, pledged, assigned or otherwise alienated by the
 Successor in accordance with this Section 5(b), and shall be subject in all
 respects to the terms of 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. Upon
 the Exercise Date, the holder shall pay or provide for the Exercise Price and
 applicable Withholding Tax in full, pursuant to such procedures established
 by the Committee from time to time after giving consideration to applicable
 tax, securities and accounting rules. The Option must be exercised as to a
 whole number of Shares.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Withholding Obligation. 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, the Company will withhold from
 the Shares delivered 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 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.

 



 2









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Automatic Exercise. Any exercisable
 Option that has not been exercised by its holder shall be automatically
 exercised in accordance with Section 6(a) on the Exercise Date immediately
 prior to its expiration if, on such Exercise Date, there is a 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 paragraph 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 90th day
 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 are 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 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.

 





 3








	
  

 	
  

 	
  

 	
  

 
	
 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, constitutes 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.

 
	
  

 	
  

 
	
 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.

 




 4









	
  

 	
  

 
	
  

 	
 COTY INC.

 
	
  

 	
 /s/ Michele Scannavini

 
	
  

 	 

 
	
  

 	
 Michele Scannavini

 
	


  

 	
 Chief Executive Officer

 



 5