Exhibit 10.31


Restricted
Stock Unit Award

Terms and Conditions

Under
 
COTY INC. LONG-TERM INCENTIVE PLAN

(as amended April 8, 2013 and effective on 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 an award of Restricted Stock Units (the “Restricted Stock
Units”) 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.

 	
 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. 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 Restricted Stock
 Units were granted. 

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Vesting Period. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 In General. The Restricted Stock Units shall
 vest on the fifth anniversary of the Grant Date provided the Participant has
 remained in continuous Service through such 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 Restricted Stock Units
 shall vest immediately. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Joint Venture. If the Participant becomes an
 employee of a Joint Venture before the fifth anniversary of the Grant Date,
 vesting of the Restricted Stock Units 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
 vesting period shall be extended by the number of days the Participant was an
 employee of the Joint Venture. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Retirement, Death or Disability. In the
 Participant’s Service terminates due to Retirement, death or Disability
 before the Restricted Stock Units have otherwise become vested, then the
 number of Restricted Stock Units that shall become vested is multiplied by a
 fraction, the numerator of which is the number of days elapsed from the Grant
 Date 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Forfeiture. In the event the Participant’s
 Service terminates other than by reason of the Participant’s Retirement,
 death or Disability prior to a Change in Control, 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or following a Change in Control for any reason not provided in
 Section 2(b) above, then notwithstanding any provision in the Plan or these
 Terms and Conditions to the contrary any unvested Restricted Stock Units
 granted to the Participant shall be immediately forfeited.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Nontransferability. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Except as provided in Section 3(b), 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 or
 distribution and all rights with respect to the 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 the 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 not be further
 sold, transferred, pledged, assigned or otherwise alienated by the Successor,
 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
 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 Restricted Stock Units become vested
 according to the terms of Section 2, 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.

 	
 Transferability of
 Shares.
 The Company will 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 Plan or these
 Terms and Conditions.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 9.

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

 
	
  

 	
  

 	
  

 
	
 10.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 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 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.

 
	
  

 	
  

 	
  

 
	
 13.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 14.

 	
 Amendment of the
 Agreement.
 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.

 
	
  

 	
  

 	
  

 
	
 15.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 16.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 17.

 	
 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