Exhibit 10.34



Adoption


of Amendments to


Restricted Stock Units


Under the Coty Inc. Executive Ownership
Plan


(applicable to awards outstanding on
December 7, 2012)


RECITALS:


		A.	The Coty Inc. Executive Ownership Plan (the “Plan”)
grants authority to the Board of Directors (the “Board”) of Coty
Inc. (the “Company”) to amend by unilateral action, prospectively or retroactively, awards
previously granted under the Plan, consistent with the latest version of the Plan as in
effect from time to time.



		B.	At its November 8, 2012, the Board amended and restated the Plan,
effective December 7, 2012 (the Plan as so amended and restated, the “Restated
Plan”), in order to reflect equity plan design changes presented to the Board
(the “Equity Plan Recommendations”), including, among other things, giving Participants
the right to receive fair market value for shares of Coty Inc. common stock received pursuant to the Restated Plan if the Participant’s
Service is terminated for any reason.



		C.	The Board delegated authority to the undersigned, as an officer of the Company,
to amend Outstanding Awards in such manner as he determines to be appropriate to reflect the Equity
Plan Recommendations that pertain to Outstanding Awards.



		D.	The undersigned officer has determined that the form of amendment attached hereto as Exhibit A
is appropriate to implement such actions of the Board.



NOW THEREFORE
by this instrument the Company hereby amends and restates each of the Outstanding
Awards in the manner set forth in Exhibit A hereto.


COTY INC.


By: /s/ Jules
Kaufman                                  


Name:Jules
Kaufman                                  


Title: SVP,
General Counsel & Secretary    


Date: April 8, 2013                                     


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Exhibit A


Amendment


to


Restricted Stock Unit Terms


(applicable to Restricted Stock Units
outstanding on December 7, 2012)


This Amendment to the terms of the award
(the “Award”) granting the Participant restricted stock units (the “Units”) under the Coty
Inc. Executive Ownership Plan (the “Plan”) is effective December 7,
2012.


		1.	Capitalized terms not defined in this Amendment
shall have the meanings given such terms in the Notice
and in the Restated Plan.



		2.	Restriction Period. The Restriction
Period for the Units is the period commencing on the Grant Date and ending on the earliest of the following dates:



		(a)	the fifth anniversary of the Grant Date; 



		(b)	the date the
Participant’s Service terminates; or 



		(c)	the date of a Change in Control. 



		3.	Settlement of Units. Within
fifteen (15) days after the end of the Restriction Period the Company shall pay the Participant for each Unit the sum of (i) the
Fair Market Value of one Share as of the Valuation Date immediately preceding or coinciding with the last day of the Restriction
Period and (ii) the amount of dividends and other cash distributions paid with respect to a Share during the five-year period beginning
on the Grant Date. If the Participant is still employed, the Participant may elect, in such manner and at such time as the Committee
shall determine, for the settlement of his or her Units at the end of the Restriction Period to be made in Shares in lieu of cash.
In the absence of such election, payment shall be made in cash. 




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