Exhibit 10.35


Restricted Stock Agreement

Under

Coty Inc. Executive Ownership Plan


 (as
amended on April 8, 2013 and effective as of the Effective Date)


This Restricted Stock
Agreement (“Agreement”), effective on the Effective Date, hereby amends
the Restricted Stock Agreement (the “Original
Restricted Stock Agreement”) entered into the Company and the
applicable Participant on the applicable Investment Date. Any term capitalized
but not defined in this Agreement will have the meaning set forth in the Coty
Inc. Executive Ownership Plan, as amended April 8, 2013 (the “Plan”).


	
  

 	
  

 	
  

 
	
 1.

 	
 Restricted
 Stock Investment. The Participant hereby purchases as of
 the Investment Date Shares of Restricted Stock (the “Restricted Shares”) at their Fair Market
 Value per share, for a total purchase price set forth in the Original
 Restricted Stock Agreement. 

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Section
 83(b) Election. As a condition to this purchase, the
 Participant, if a United States taxpayer, shall no later than 30 days after
 the Investment Date file with the Internal Revenue Service an election under
 Section 83(b) of the Internal Revenue Code on the form provided to the
 Participant for this purpose and deliver a copy of such election to the
 Company. 

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Restriction
 Period. The Restriction Period for the Restricted Shares is
 the five-year period commencing on the Investment Date; provided, that the
 Participant’s Restriction Period shall immediately end upon termination of
 Service for any reason. After the Restriction Period, the Restricted Shares
 are referred to in the Plan and this Agreement as the “Owned Shares.”

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Transferability.
 The Shares of Restricted Stock may be sold, transferred, pledged, assigned or
 otherwise alienated or hypothecated by the Participant at any time.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Custody
 of Restricted Stock. During the Restriction Period, the
 Shares of Restricted Stock shall be held for the benefit of the Participant
 in an account as may be designated by the Committee and monitored by the
 Company in accordance with the procedures designated by the Committee.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Voting
 Rights. The Participant may exercise all voting rights with
 respect to the Restricted Shares. 

 
	
  

 	
  

 	
  

 
	
 7.

 	
 Dividends
 and Other Distributions. The Participant shall receive
 regular dividends, dividend equivalents and other distributions paid on the
 Restricted Shares.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 Automatic
 Matching Option Grant. As a consequence of the
 Participant’s purchase of the Restricted Shares, the Participant will receive
 an automatic grant of a Matching Option on the Investment Date in accordance
 with the terms of the Plan and the terms of the Matching Option Agreement
 associated with such grant.

 
	
  

 	
  

 	
  

 
	
 9.

 	
 Securities
 Law Requirements.

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If at any time the
 Committee determines that exercising the Option or issuing Shares would
 violate applicable securities laws, the Option will not be exercisable, and
 the Company will not be required to issue such Shares. The Committee may
 declare any provision of this Agreement 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 this Agreement 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. 

 
	
  

 	
  

 	
  

 
	
 10.

 	
 No Limitation on Rights of the Company. The
 grant of the Restricted Shares 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.

 
	
  

 	
  

 	
  

 
	
 11.

 	
 Plan and Agreement Not a Contract of Employment or Service. Neither the Plan nor this
 Agreement 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,
 this Agreement or related instruments, except to the extent specifically
 expressed therein. Neither the Plan nor this Agreement 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, this Agreement or the Restricted
 Shares.

 
	
  

 	
  

 	
  

 
	
 12.

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

 
	
  

 	
  

 	
  

 
	
 13.

 	
 Notice. Any notice or other communication required or permitted under
 this Agreement 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 13 by giving such other party written notice of
 such change, in accordance with the procedures described above.

 
	
  

 	
  

 	
  

 
	
 14.

 	
 Successors. All obligations of the Company under this Agreement 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.

 



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 15.

 	
 Governing
 Law. To the
 extent not preempted by federal law, this Agreement 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.

 
	
  

 	
  

 	
  

 
	
 16.

 	
 Plan Document Controls. The rights granted under this
 Agreement 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 this
 Agreement. If the terms of this Agreement conflict with the terms of the Plan
 document, the Plan document will control.

 
	
  

 	
  

 	
  

 
	
 17.

 	
 Amendment of the Agreement. This
 Agreement may be amended unilaterally by the Committee to the extent provided
 under the Plan, or by a written instrument signed by both parties.

 
	
  

 	
  

 	
  

 
	
 18.

 	
 Entire Agreement. This Agreement, together with the Plan, constitutes the entire
 obligation of the parties with respect to the subject matter of this
 Agreement and supersedes any prior written or oral expressions of intent or
 understanding with respect to such subject matter.

 
	
  

 	
  

 	
  

 
	
 19.

 	
 Administration. The Committee administers the Plan and this Agreement. The
 Participant’s rights under this Agreement 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.

 
	
  

 	
  

 	
  

 
	
 20.

 	
 Counterparts. The parties may execute this Agreement in one or more counterparts, both
 of which together shall constitute but one agreement.

 
	
  

 	
  

 	
  

 
	
 21.

 	
 Revocability.
 The Participant may by written notice to the Committee revoke this Agreement
 and his or her Restricted Share purchase at any time prior to the Investment
 Date.

 



IN
WITNESS WHEREOF, the Company has duly executed this Agreement
as of the date first written above.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 COTY INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  By:

 	 

 	
  

 
	
  

 	
  

 	
 Name: Jules Kaufman

 	
  

 
	
  

 	
  

 	
 Title: SVP, General Counsel & Secretary

 	
  

 






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