Exhibit 10.26


 


AGREEMENT REGARDING INDEMNIFICATION
OBLIGATIONS


 


THIS AGREEMENT REGARDING INDEMNIFICATION OBLIGATIONS
(this “Agreement”), is entered as of April 14, 2011 and is effective as of January 25, 2011, by and among Coty
Inc., a Delaware corporation (the “Company”), Worldwide Beauty Onshore L.P., Worldwide Beauty Offshore L.P.
(with Worldwide Beauty Onshore L.P., each, a “WB Fund Stockholder” and together, the “WB
Fund Stockholders”) and Steven Langman (the “WB Designee”).


 


RECITALS 


 


WHEREAS, pursuant to and in accordance with
the terms of the Stockholders Agreement, dated as of January 25, 2011, by and among the Company, the WB Fund Stockholders, Donata
Holding SE, Donata Holdings BV, Berkshire Fund VII Investment Corp., Berkshire Fund VII-A Investment Corp., Berkshire Investors
III LLC and Berkshire Investors IV LLC, the WB Fund Stockholders are entitled to designate one director of the Board of Directors
of the Company;


 


WHEREAS, the Company (a) has indemnification
and advancement provisions in favor of its directors in Article VIII of its Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) and Article VIII of its Second Amended and Restated By-laws (the “By-laws”),
(b) is entering into an indemnification agreement, effective as of January 25, 2011, with the WB Designee with respect to
his or her service on the Board of Directors (the “Indemnification Agreement”), and (c) maintains directors’
and officers’ liability insurance; and


 


WHEREAS, the Company acknowledges that the WB
Designee has certain rights to indemnification, advancement of expenses and/or insurance provided by the WB Fund Stockholders and
their affiliates in connection with the WB Designee’s activities on behalf of the WB Fund Stockholders and their affiliates,
including acting as a director of a current or former portfolio company, that the Company and the WB Fund Stockholders and their
affiliates intend to be secondary to the primary obligation of the Company to indemnify the WB Designee pursuant to and in accordance
with the terms of the Indemnification Agreement.


 


AGREEMENT


 


In consideration of the foregoing, the mutual
covenants contained herein and other good and valuable consideration (the receipt, adequacy and sufficiency of which are hereby
acknowledged by the parties by their execution hereof), the parties agree as follows.


 


1.Indemnification and Advancement Obligations.
The Company agrees (a) to indemnify and advance expenses to the WB Designee in accordance with Article VIII (or any successor provision)
of the Certificate of Incorporation, Article VIII (or any successor provision) of the By-laws and the terms and conditions of the
Indemnification Agreement, (b) to pay indemnification and advance expenses to the WB Designee on a timely basis and in any event
within the time frames specified in the Indemnification Agreement and (c) otherwise to comply with Article VIII (or





    	 



    	



    

any successor
provision) of the Certificate of Incorporation, Article VIII (or any successor provision) of the By-laws and the terms and conditions
of the Indemnification Agreement.


 


2.Primary Responsibility. The Company
hereby acknowledges that the WB Designee has certain rights to indemnification, advancement of expenses and/or insurance provided
by the WB Fund Stockholders and their affiliates in connection with the WB Designee’s activities on behalf of the WB Fund
Stockholders and their affiliates, including acting as a director of a current or former portfolio company, that the Company and
the WB Fund Stockholders and their affiliates intend to be secondary to the primary obligation of the Company to indemnify the
WB Designee pursuant to and in accordance with the terms of the Indemnification Agreement. The Company acknowledges and agrees
that, as a result of its obligations under the Certificate of Incorporation, By-laws and the Indemnification Agreement, (a) the
Company is the indemnitor of first resort and the Company is wholly and primarily responsible for the payment of any and all indemnification,
and the advancement of any and all expenses, to which the WB Designee is entitled under the Certificate of Incorporation, the By-laws
or the Indemnification Agreement, or otherwise pursuant to any rights that the Company has granted to the WB Designee in connection
with the WB Designee’s service on the Board of Directors of the Company, and any obligation of the WB Fund Stockholders and
their affiliates to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the WB Designee
are secondary, (b) the Company shall be required to advance the full amount of expenses incurred by the WB Designee and its affiliates
and shall be liable for the full amount of all Expenses to the extent legally permitted and as required by the terms of the Indemnification
Agreement and the Certificate of Incorporation and By-laws of the Company (or other any other agreement between the Company and
the WB Designee), without regard to any rights Indemnitee may have against the WB Fund Stockholders and their affiliates, (c) any
such indemnification and expenses shall be paid by or on behalf of the Company, and (d) the Company it irrevocably waives, relinquishes
and releases the WB Fund Stockholders and their affiliates from any and all claims against the WB Fund Stockholders or their affiliates
for contribution, reimbursement, subrogation, set-off, exoneration or otherwise from any of the WB Fund Stockholders or any affiliate
thereof for amounts paid in respect thereof. The Company further agrees that no advancement or payment by the WB Fund Stockholders
or their affiliates on behalf of the WB Designee with respect to any claim for which the WB Designee has sought indemnification
from the Company shall affect the foregoing and the WB Fund Stockholders shall be subrogated to all of the rights of recovery of
the WB Designee against the Company. The Company and WB Designee agree that the WB Fund Stockholders and their affiliates are express
third party beneficiaries of the terms of this Section 2.


 


3.Indemnification by the Company.
The Company agrees to indemnify, reimburse and hold harmless each of the WB Fund Stockholders or any of its affiliates for any
and all amounts for which the Company is wholly and primarily responsible under Section 1 or 2 hereof in the event that any
of the WB Fund Stockholders or any of its affiliates actually pays any such amounts for any reason to or on behalf of the WB Designee.
Any and all amounts paid by an insurance provider pursuant to a policy maintained by any of the WB Fund Stockholders or an affiliate
thereof (other than the Company) shall be deemed amounts paid by such WB Fund Stockholder for purposes of this Agreement.






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4.Waiver. Neither the failure nor
any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this
Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right,
power, or privilege. To the maximum extent permitted by applicable legal requirements, (a) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given, and (b) no notice to or demand on one party will be
deemed to be a waiver of any right of the party giving such notice or demand to take further action without notice or demand.


 


5.Entire Agreement; Amendment. This
Agreement supersedes all prior agreements between the parties with respect to its subject matter and, along with the Indemnification
Agreement, Certificate of Incorporation and By-laws, constitute a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed
by the parties.


 


6.Assignment. This Agreement, and
the rights, interests and obligations hereunder, will not be assigned by any party by operation of law or otherwise without the
express written consent of the other party (which consent may be granted or withheld in the sole and absolute discretion of such
other party); provided, that, without the consent of the Company, the WB Fund Stockholders may assign their rights, interests and
obligations hereunder to one or more of their affiliates or successors. Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.


 


7.Governing Law. This Agreement and
all of the rights and duties of the parties to this Agreement arising from or relating in any way to the subject matter of this
Agreement, including any claims, shall be governed by, construed and enforced in accordance with, the internal laws of the State
of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles
of the State of Delaware.


 


8.Consent to Jurisdiction; Venue.
All actions and proceedings arising out of or relating to this Agreement will be heard and determined in the courts of the State
of Delaware, and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding
and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The parties hereby
consent to service of process by mail or any other manner permitted by applicable legal requirements.


 


9.Jury Trial Waiver. THE PARTIES
HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY OR THEIR RESPECTIVE REPRESENTATIVES IN THE
NEGOTIATION OR PERFORMANCE HEREOF.






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10.Counterparts; Facsimile Signatures.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or other telecommunications mechanism will be effective as delivery of a manually
executed counterpart of this Agreement. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted
by facsimile machine, telecopier, or electronically scanned and transmitted in a .pdf file format is to be treated as an original
document. The signature of any party thereon, for purposes hereof, is to be considered as an original signature, and the document
transmitted is to be considered to have the same binding effect as an original signature on an original document. At the request
of any party, any facsimile, or electronically scanned document is to be re executed in original form by the parties who executed
the facsimile, telecopy or electronically scanned document. No party may raise the use of a facsimile machine, telecopier or electronic
transmission permitted in this Section 10 or the fact that any signature was transmitted through the use of a facsimile,
telecopier machine or electronically in a .pdf file format as a defense to the enforcement of this Agreement or any amendment
or other document executed in compliance with this Section 10.


 


11.No Third Party Beneficiaries.
Except as set forth in Section 2, this Agreement is for the sole benefit of the parties, their permitted assigns and the affiliates
(other than the Company) of the WB Fund Stockholders and nothing herein, express or implied, is intended to or will confer upon
any other person or entity any legal or equitable benefit, claim, cause of action, remedy or right of any kind.


 


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed in counterparts all effective as of the day and
year first above written.


 


	 	COTY, INC.	 
	 	 	 	 
	 	By:	/s/ Jules Kaufman	 
	 	Name: 	Jules Kaufman	 
	 	Title: 	S.V.P., General Counsel & Secretary	 
	 	 	 	 
	 	WORLDWIDE BEAUTY ONSHORE L.P.	 
	 	 	 	 
	 	By:	/s/ M. Allison Steiner	 
	 	Name: 	M. Allison Steiner	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 
	 	WORLDWIDE BEAUTY OFFSHORE L.P.	 
	 	 	 	 
	 	By:	/s/ M. Allison Steiner	 
	 	Name: 	M. Allison Steiner	 
	 	Title: 	Authorized Signatory	 
	 	 	 	 
	 	WB DESIGNEE	 
	 	 	 	 
	 	By:	/s/ Steven Langman	 
	 	Name: 	Steven Langman	 


 


Signature Page to Agreement Regarding Indemnification
Obligations