Exhibit 10.45


Restricted Stock and Restricted Stock Unit Tandem
Award

Terms and Conditions

Under

COTY INC. EQUITY AND LONG-TERM INCENTIVE PLAN

(As Amended and Restated April 8, 2013 and Effective as of the
Effective Date)


This instrument (the “Terms and Conditions”) evidences the purchase by you (the “Participant”)
from Coty Inc., a Delaware corporation (the “Company”), of shares of Restricted Stock and the grant to you by
the Company of Restricted Stock Units pursuant to your proper election to participate in the Coty Platinum Plan in accordance with
the election materials provided to you by the Company (the “Platinum Election”).  The purchase of that
number of shares of Restricted Stock set forth in your Platinum Election (the “Restricted Shares”) and the grant
of Restricted Stock Units pursuant to your purchase of the Restricted Shares (the “Restricted Stock Units” and,
together with the Restricted Shares, the “Award”), is effective on the first Exercise Date following your Platinum
Election (the “Grant Date”). Any term capitalized but not defined in these Terms and Conditions will have the
meaning set forth in the Coty Inc. Equity and Long-Term Incentive Plan, as amended and restated effective April 8, 2013 (the “Plan”).
The Award and any Shares acquired hereunder are subject to the following terms and conditions:


	
  

 	
  

 	
  

 
	
 1.

 	
 Restricted Stock Investment.
 Subject to the terms herein, the Participant hereby purchases as of the Grant
 Date the Restricted Shares at the Fair Market Value per Share. Such purchase
 shall be null and void and have no further effect unless full payment for the
 Restricted Shares has been delivered to the Company no later than the Grant
 Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Section 83(b) Election.
 As a condition to this purchase, the Participant, if a United States
 taxpayer, shall no later than thirty (30) days after the Grant 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. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Custody of Restricted Stock.
 During the Restricted 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.

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

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

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Restricted Stock Unit Grant. Subject to the
 terms herein, the Participant hereby is granted the Restricted Stock Units as
 of the Grant Date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Settlement of Restricted Stock Units.
 Within fifteen (15) days after the Restricted Stock Units become vested
 pursuant to Section 2(b), the Company shall deliver to the Participant for
 each Restricted Stock Unit one Share (thereafter, an Owned Share). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Restriction Period. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 In General. Except as otherwise provided in
 Section 2(b)(ii), 2(b)(iii) or 2(c), the Restricted Stock Unit shall become
 fully vested upon the expiration of the Restricted Period so long as the
 Participant has not sold, transferred, pledged, assigned or otherwise
 alienated or hypothecated any underlying Restricted Shares during the
 Restricted Period. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Change in Control. The Restriction Period
 shall immediately end and the Restricted Stock Units shall become fully
 vested if, within twelve months following a Change in Control, (i) the
 Participant is terminated by the Company or an employing Affiliate without
 Cause or (ii) the Participant resigns for Good Reason.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Retirement, Death or Disability. If the
 Participant’s Service terminates due to Retirement, Disability or death, the
 Restriction Period shall immediately end and the Restricted Stock Units shall
 become vested with respect to the Applicable Fraction, and any remaining
 Restricted Stock Units will be forfeited and canceled. The “Applicable
 Fraction” means a fraction, the numerator of which is the number of complete
 days elapsed from the Grant Date of an Award 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Forfeiture. In the
 event the Participant’s Service terminates other than as 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Dividend Equivalents.
 During the Restriction Period, Restricted Stock Units shall be credited with
 regular dividend equivalents, dividend equivalents and other distribution
 equivalents paid on the underlying Shares. Such dividend 

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 equivalents, dividend equivalents and other distribution shall be
 subject to the same vesting conditions as the underlying Restricted Stock
 Units, and shall be paid within 30 days following the end of the Restriction
 Period.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Voting Rights. The
 Participant shall have no voting rights with respect to Restricted Stock
 Units unless and until such Restricted Stock Units are settled in delivery of
 Shares.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Nontransferability. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Awards. Except as
 provided in Section 2(f)(i), during the Restricted Period, (i) no Restricted
 Stock Unit 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 and distribution, and (ii) all rights with respect to
 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 a
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Successors. Subject
 to applicable law, Restricted Stock Units may be transferred to a Successor.
 Such transferred Restricted Stock Units may only be further sold,
 transferred, pledged, assigned or otherwise alienated by the Successor in
 accordance with this Section 2(f)(ii), and shall be subject in all respects
 to 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 other 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.

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 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.

 













	
  

 	
  

 	
  

 
	
 4.

 	
 No Limitation on
 Rights of the Company. The grant of the Award 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.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 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 these Terms and Conditions by giving such
 other party written notice of such change, in accordance with the procedures
 described above.

 
	
  

 	
  

 	
  

 
	
 7.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 8.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 9.

 	
 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 Award.

 













	
  

 	
  

 	
  

 
	
 10.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 11.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 12.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 13.

 	
 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.

 
	
  

 	
  

 	
  

 
	
 14.

 	
 Section 409A. The
 Award 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