Exhibit 10.41


Restricted
Stock Unit Award

Under

Coty Inc. 2007 Stock Plan for Directors


 (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
compensation letter (the “Grant Date”) of an award of the number of
Restricted Stock Units set forth in your compensation letter (the “Restricted Stock Units”) 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. 2007 Stock Plan for Directors, as amended effective as of the
Effective Date (the “Plan”).


	
  

 	
  

 	
  

 
	
 1.

 	
 Restricted
 Stock Unit Grant. The Participant is hereby granted the
 Restricted Stock Units as of the Grant Date. The Restricted Stock Units, and
 any Shares acquired upon settlement thereof, are subject to the following
 terms and conditions and to the provisions of the Plan, the terms of which
 are incorporated by reference herein. 

 
	
  

 	
  

 
	
 2.

 	
 Restriction
 Period. 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 In General.
 The Restriction Period for the Restricted Stock Units is the five-year period
 commencing on the Grant Date.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Change in Control.
 If a Change in Control occurs, the Restriction Period shall immediately end
 and the Participant’s Restricted Stock Units shall become fully vested
 immediately.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Death or Disability.
 If a Participant’s Service is terminated by reason of such Participant’s
 death or Disability, the Restriction Period shall immediately end and the
 Participant’s Restricted Stock Units shall become fully vested immediately.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Termination of Service
 for Reasons other than Death or Disability. In the event
 the Participant’s Service terminates other than by reason of the
 Participant’s death or Disability prior to a Change in Control, then
 notwithstanding any provision in the Plan or these Terms and Conditions to
 the contrary, the Restricted Stock Units granted to the Participant shall
 become fully vested immediately except that all Restricted Stock Units
 granted within one year prior to the date of termination of the Participant’s
 Service shall become fully vested with respect to the Applicable Fraction of
 the Restricted Stock Units and shall be immediately forfeited and canceled
 with respect to the remaining Restricted Stock Units. The “Applicable Fraction” means a fraction,
 the numerator of which is the number of days elapsed from the first day of
 the fiscal year of the Company in which the Participant’s Service terminated
 and the denominator of which is 365.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Nontransferability.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Except as provided in
 Section 3(b), during the Restriction Period, (i) no Restricted Stock Units
 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 rights with respect to Restricted Stock Units shall be available
 during the Participant’s lifetime only to the Participant or the Participant’s
 guardian or legal representative. The Committee may, in its sole discretion,
 require a Participant’s guardian or legal representative to supply it with
 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, Restricted Stock Units may be transferred to a Successor. Such
 transferred Restricted Stock Units may only be further sold, transferred,
 pledged, assigned or otherwise alienated by the Successor in accordance with
 the terms of this Section 3, 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.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Settlement
 of Restricted Stock Units. Within fifteen (15) days after
 the end of the Restriction Period for Restricted Stock Units, the Company
 shall deliver to the Participant for each Restricted Stock Unit one Share
 (thereafter an Owned Share) and the amount of dividends, dividend equivalents
 and other distributions paid with respect to a Share during the vesting
 period beginning on the Grant Date.

 
	
  

 	
  

 
	
 5.

 	
 Securities Law Requirements.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If at any time the
 Committee determines that issuing Shares would violate applicable securities
 laws, the Company will not be required to issue such Shares. The Committee
 may declare any provision of these Terms and Conditions or action of its own
 null and void, if it determines the provision or action fails to comply with
 the short-swing trading rules. As a condition to exercise, the Company may
 require the Participant to make written representations it deems necessary or
 desirable to comply with applicable securities laws.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 No Person who acquires
 Shares under these Terms and Conditions may sell the Shares, unless they make
 the offer and sale pursuant to an effective registration statement under the
 Securities Act of 1933, as amended (the “Securities
 Act”), which is current and includes the Shares to be sold, or an
 exemption from the registration requirements of the Securities Act.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 No Limitation on Rights of the Company.
 The grant of the Restricted Stock Units does not and will not in any way
 affect the right or power of the Company to make adjustments,
 reclassifications or changes in its capital or business structure, or to
 merge, consolidate, dissolve, liquidate, sell or transfer all or any part of
 its business or assets.

 


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 7.

 	
 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, the Participant will have no rights as a
 shareholder with respect to those Shares.

 
	
  

 	
  

 
	
 8.

 	
 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 Section 8 by
 giving such other party written notice of such change, in accordance with the
 procedures described above.

 
	
  

 	
  

 
	
 9.

 	
 Successors.
 All obligations of the Company under these Terms and Conditions will 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 business of the Company, or a merger, consolidation, or otherwise.

 
	
  

 	
  

 
	
 10.

 	
 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.

 
	
  

 	
  

 
	
 11.

 	
 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.

 
	
  

 	
  

 
	
 12.

 	
 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.

 
	
  

 	
  

 
	
 13.

 	
 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.

 


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 14.

 	
 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.

 
	
  

 	
  

 
	
 15.

 	
 Section 409A. The
 Restricted Stock Units awarded pursuant to these Terms and Conditions are
 intended to comply with or, in the alternative, be exempt from Section 409A.
 Any reference to a termination of Service shall be construed as a “separation
 from service” for purposes of Section 409A. 

 





	
  

 	
  

 	
  

 
	
  

 	
 COTY INC.

 
	
  

 	
  

 
	
  

 	
  By:

 	  /s/ Jules Kaufman


 
	
  

 	
  

 	
 Name: Jules Kaufman

 
	
  

 	
  

 	
 Title: SVP, General Counsel and Secretary

 


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