Exhibit 10.42


COTY INC.

STOCK PURCHASE PROGRAM FOR DIRECTORS


(amended and
restated as of April 8, 2013)


SECTION 1

PURPOSE AND DURATION


	
  

 	
  

 
	
 1.1

 	
 The purpose of this
 Coty Inc. Stock Purchase Program for Directors is to promote the interests of
 the Company and its shareholders by enabling Directors to acquire an
 increased stake in the Company through purchases of Shares. The original
 effective date of the Program was September 23, 2011, and the Program shall
 remain in effect until the date the Program is terminated by action of the
 Board. The effective date of this amended and restated program document is
 the Effective Date. 

 
	
  

 	
  

 
	
 SECTION
 2

 
	
 DEFINITIONS

 
	
  

 	
  

 
	
  

 	
 Whenever used in the
 Program, the following terms have the meanings set forth below. Terms not
 otherwise defined herein have the meanings given those terms in the Coty Inc.
 Executive Ownership Plan, as amended from time to time.

 
	
  

 	
  

 
	
 2.1

 	
  “Company” means Coty Inc., a Delaware
 corporation, and any successor thereto as provided in Section 8.1. 

 
	
  

 	
  

 
	
 2.2

 	
  “Director” means a member of the Board.

 
	
  

 	
  

 
	
 2.3

 	
  “Effective Date” means the means the day
 immediately prior to the date of the underwritten initial public offering of
 the Company’s common stock pursuant to a registration statement that is
 declared effective by the Securities and Exchange Commission.

 
	
  

 	
  

 
	
 2.4

 	
  “Participant” means a Director or a
 former Director holding Purchased Shares.

 
	
  

 	
  

 
	
 2.5

 	
  “Program” means this Coty Inc. Stock
 Purchase Program for Directors, as amended from time to time.

 
	
  

 	
  

 
	
 2.6

 	
 “Purchased Shares” means
 Shares purchased by a Participant under the Program.

 
	
  

 	
  

 
	
 2.7

 	
  “Share” means a share of Class A Common
 Stock, par value $0.01, of the Company. 

 
	
  

 	
  

 
	
 SECTION
 3

 
	
 Administration

 
	
  

 	
  

 
	
 3.1

 	
 The Program shall be
 administered by the Committee, which shall have full power and discretion to
 construe and interpret the Program. All determinations and decisions made by
 the Committee shall be final, conclusive and binding on all Persons.

 









SECTION
4

Shares Subject to the Program


	
  

 	
  

 
	
 4.1

 	
 An aggregate of
 10,000,000 Shares shall be available for purchase under the Program, subject
 to the Company’s Articles of Incorporation and Bylaws, as in effect from time
 to time. Such Shares may consist, in whole or in part, of
 authorized and unissued Shares or of treasury Shares.

 
	
  

 	
  

 
	
 4.2

 	
 As of the Effective
 Date, no new Shares may be purchased under the Program.

 
	
  

 	
  

 
	
 SECTION
 5

 
	
 Share Purchase Opportunity

 
	
  

 	
  

 
	
 5.1

 	
 Any Participant who is
 a Director on an Exercise Date may elect on or before such Exercise Date to
 purchase on such Exercise Date such number of Shares as the Director may
 specify on such election form as the Committee shall provide, subject to the
 overall limitation set forth in Section 4.1. 

 
	
  

 	
  

 
	
 5.2

 	
 The purchase price for
 such Shares shall be their Fair Market Value as of such Exercise Date. The
 Participant shall pay the full amount of such purchase price in cash or by
 check no later than the Exercise Date, whereupon certificates for Shares shall
 be issued in the Participant’s name. 

 
	
  

 	
  

 
	
 5.3

 	
 By making a purchase of
 Shares under this Program, a Participant agrees to be bound by the terms of
 the Program.

 
	
  

 	
  

 
	
 SECTION
 6

 
	
 Purchase and Sale Rights

 
	
  

 	
  

 
	
 6.1

 	
 Restrictions. The Committee may impose
 such restrictions on any Purchased Shares as it deems necessary or advisable,
 including, without limitation, restrictions under applicable federal
 securities laws, under the requirements of any stock exchange or market upon
 which the Shares are then listed and/or traded, and under any blue sky or
 state securities laws. 

 
	
  

 	
  

 
	
 6.2

 	
 Additional Conditions of Transfer. The
 Company shall not be required (i) to transfer on its books any Shares that
 have been sold or transferred, or (ii) to treat as owner of such Shares, to
 accord the right to vote as such owner, or to pay dividends to any transferee
 to whom such Shares have been transferred in violation of the Program. 

 


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 SECTION
 7

 
	
 Amendment, Modification and Termination

 
	
  

 	
  

 
	
 7.1

 	
 Amendment, Modification and Termination.
 The Board may at any time and from time to time alter, amend, modify or
 terminate the Program in whole or in part, without the approval of the
 Company’s shareholders, except to the extent such approval is required by
 law. 

 
	
  

 	
  

 
	
 SECTION
 8

 
	
 Miscellaneous Provisions

 
	
  

 	
  

 
	
 8.1

 	
 Successors. All obligations of the
 Company under the Program shall be binding on any successor to the Company,
 whether the existence of the successor results from a direct or indirect
 purchase of all or substantially all of the Company’s stock, or a merger or
 consolidation, or otherwise.

 
	
  

 	
  

 
	
 8.2

 	
 Requirements of Law. The issuance of
 Shares under the Program shall be subject to all applicable laws, rules and
 regulations, and to any approvals by governmental agencies or national
 securities exchanges as may be required.

 
	
  

 	
  

 
	
 8.3

 	

  Governing
 Law. To the extent not preempted by Federal law, the
 Program shall 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.
 



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