Exhibit 10.37


COTY INC.


STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


1. Purpose


          The
purpose of the Coty Inc. Stock Plan for Non-Employee Directors (the “Plan”) is
to promote the interests of Coty Inc. (the “Company”) and its stockholders by
increasing the proprietary and vested interest of non-employee directors in the
growth and performance of the Company by granting such directors options to
purchase Class A Common Stock, $.01 par value (the “Shares”), of the Company.


2. Definitions


          As
used herein, the following terms shall have the following meanings:


          “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by the
Company and (ii) any entity in which the Company has a significant equity
interest, in either case as determined by the Committee.


          “Board”
shall mean the Board of Directors of the Company.


          “Business
Day” means any day other than a Saturday, Sunday, legal holiday or a day in
which the national securities exchange that constitutes the principal market
for the Shares is closed.


          “Change
of Control” shall have the same definition for purposes of this Plan as under
the Company’s Long-Term Incentive Plan, or any successor plan thereto.


          “Exchange
Act” shall mean the Securities and Exchange Act of 1934, as amended.


          “Committee”
shall mean a committee of the Board designated by the Board to administer the
Plan. If no such Committee has been designated, the Board shall be the
Committee under the Plan.


          “Fair
Market Value” per Share shall mean, as of any date, (i) the most recent closing
sales price per Share on the national securities exchange which constitutes the
principal trading market for the Shares, or (ii) if the Shares are not then
listed on a national securities exchange, such value as the Board may have
determined.


          “Option”
shall mean a right to purchase Shares granted under and in accordance with
Section 6.





3. Administration


          The
Plan shall be administered by the Committee. Subject to the provisions of the
Plan, the Committee shall be authorized to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan and to make
all other determinations necessary or advisable for the administration of the
Plan; provided, however, that the Committee shall have no discretion with
respect to the selection of directors to receive Options, the number of Shares
to be subject to Options, or the timing of grants of Options under the Plan,
all of which shall be determined in accordance with the provisions of this
Plan. The determinations of the Committee in the administration of the Plan, as
described herein, shall be final and conclusive. The Secretary of the Company
shall be authorized to implement the Plan in accordance with its terms and to
take such actions of a ministerial nature as shall be necessary to effectuate
the intent and purposes thereof. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware.


4. Eligibility


          The
class of individuals eligible to receive grants of Options under the Plan shall
be directors of the Company who are not employees of the Company or its Affiliates
(“Eligible Directors”). Directors who are employees, officers or directors of
Joh. A. Benckiser GmbH shall be considered to be Eligible Directors, provided
they are not also employees of the Company or its other Affiliates. Any holder
of Options granted hereunder shall hereinafter be referred to as a
“Participant.”


5. Shares Subject to the Plan


          Subject
to adjustment as provided in Section 8, an aggregate of 50,000 Shares shall be
available for grant under the Plan. The Shares issued upon the exercise of
Options may be made available from authorized but unissued Shares or treasury
Shares.


6. Automatic Grants of Options


          (a)
Notwithstanding any other provision of the Plan, each Eligible Director shall
be granted an Option to purchase 5,000 shares on the date he or she is first
elected as a Director following the Plan’s Effective Date (hereafter defined)
and shall automatically be granted on November 15 (or the preceding Business
Day, if such date is not a Business Day) of each year an Option to purchase
2,000 Shares. Each such Option shall have a term of ten years. Each such Option
shall become exercisable to the extent of one-third on each of the first,
second and third anniversaries of the date of grant, but only to the extent the
Participant is a director of the



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Company on each such anniversary. The option
price for such an Option shall equal the Fair Market Value of one Share on the
date the Option is granted. 


          (b)
Such Option shall expire on the earlier of (i) the tenth anniversary of the
date of grant or (ii) the first anniversary of the date the director ends his
or her service as a director of the Company
and shall also be exercisable in full upon (w) the Participant’s death, (x) the
Participant’s disability, (y) the Participant’s retirement in accordance with
the mandatory retirement age specified in the Company’s Bylaws or (z) a Change
of Control of the Company. Such Option shall have such other terms and
conditions not inconsistent with the foregoing as the Committee shall
determine.


          (c)
Upon any valid exercise of an Option or any portion thereof prior to an initial
public offering of the Company (“IPO”), an Eligible Director shall be entitled
to receive only a payment in cash equal to the excess, if any, of the Fair
Market Value, as of the exercise date, of the Shares underlying the Option or
portion thereof so exercised over the aggregate exercise price of such Option
or portion thereof. The payment of cash shall be made as promptly as
practicable after an exercise in accordance herewith. The requirement to
receive cash only under this Section shall cease and be of no further force or
effect upon the consummation of the IPO.


7. Listing and Registration


          Each
Option shall be subject to the requirement that, if at any time the Committee
shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of Options or the issuance or purchase of Shares upon exercise of Options, no
Options may be exercised unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any condition
not acceptable to the Committee.


          The
Committee may refuse to issue or transfer any Shares or other consideration
upon exercise of an Option if, acting in its sole discretion, it determines
that the issuance or transfer of such Shares or such other consideration might
violate any applicable law or regulation or entitle the Company to recover any
amount from the Participant under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary
in connection with the exercise of such Option shall be promptly refunded to
the relevant Participant or Successor (defined below). Without limiting the
generality of the foregoing, no Option granted hereunder shall be construed as
an offer to sell securities of the Company, and no such offer shall be
outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all applicable
requirements of the U.S. federal securities laws and any other laws to which
such offer, if made, would be subject.


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8. Adjustments and Extraordinary
Events


          In
the event of a stock split, stock dividend, subdivision or combination of the
Shares, reorganization, reclassification, spin-off, partial liquidation, merger
or other change in corporate structure affecting the Shares, the number of
Shares subject to an Option granted under Section 6, the number and kind of
Shares subject to any outstanding Option and the exercise price of any
outstanding Option shall be increased or decreased proportionately, as the case
may be, or shall otherwise be adjusted as determined by the
Committee to be appropriate to avoid enhancement or diminution of the benefits
intended to be provided to Eligible Directors under this Plan.


9. No Rights of Shareholders


          Neither
a Participant nor his or her legal representative shall be, or have any of the
rights and privileges of, a Shareholder of the Company in respect to any
Options unless and until certificates for the Underlying Shares shall have been
issued.


10. Transferability


          Other
than (a) by will or the laws of descent and distribution, or (b) with respect
to an Option, to the extent vested, by a transfer to the Participant’s spouse
or lineal descendants or to any trust the beneficiaries of which consist only
of the Participant, the Participant’s spouse and/or the Participant’s lineal
descendants, each Option is nontransferable and may not be sold, assigned,
transferred, disposed of, pledged or otherwise encumbered by the Participant.
Any Participant’s successor (a “Successor”) shall take rights herein granted
subject to the terms and conditions hereof, shall not sell, assign, transfer,
dispose of, pledge or otherwise encumber an Option, and shall transfer any
Shares acquired upon exercise of an Option only in compliance with applicable
law. No transfer of an Option to any Successor shall be effective to bind the
Company unless the Company shall have been furnished 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 by such Successor of
the terms and conditions hereof.


11. Withholding


          The
Participant agrees to make appropriate arrangements with the Company for
satisfaction of any applicable federal, state, local or foreign tax withholding
requirements or like requirements, including the payment to the Company of all
such taxes and requirements at the time of any exercise of an Option, and the
Company shall have the right and is hereby authorized to withhold from the
Shares deliverable to the Participant upon any such event or from any other
compensation or other amount owing to the Participant such amount (in cash,
Shares or other property, as the case may be) as may be necessary in the
opinion of the Company to satisfy all such taxes and requirements.


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12. Option Agreements


          Each
Option granted hereunder shall be evidenced by an Option Agreement which shall
be delivered to the Participant and shall specify the terms and conditions of
the Option grant, and any rules applicable thereto. Each Option granted under
the Plan shall be subject to the Company’s Insider Trading Policy, the terms of
which are incorporated by reference herein and in each respective Agreement.


13. No Trust or Fund Created


          The
Plan and any Option grant shall not create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or
any Affiliate and a Participant or any other person. To the extent that any
person acquires a right to receive payments or distributions from the Company
or any Affiliate pursuant to an Option grant, such right shall be no greater
than the right of any unsecured general creditor of the Company or any
Affiliate.


14. No Fractional Shares; Lot Size


          No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Option, and the Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated. Any exercise hereunder shall be in a lot
of 500 or more Shares.


15. Headings


          Headings
are given to the Sections and subsections of the Plan solely as a convenience
to facilitate reference. Such headings shall not be deemed in any way material
or relevant to the construction or interpretation of the Plan or any provision
thereof.


16. Plan Amendments


          The
Plan may be terminated or, subject to Section 3 herein, amended by the Board,
as it shall deem advisable or to conform to any change in any law or regulation
applicable thereto.


17. Effective Date and Duration of
Plan


          The
Plan shall become effective as of November 1, 2001 (the “Effective Date”). The
Plan shall terminate on the tenth anniversary of the Effective Date, unless the
Plan is extended or terminated at an earlier date by the Shareholders or is
terminated by exhaustion of the Shares available for issuance hereunder. 


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