Exhibit 10.44


Restricted Stock Unit 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 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. Equity and Long-Term Incentive Plan, as
amended and restated 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 for any reason not provided in Section 2(b) or 2(d) 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.

 	
 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.

 
	
  

 	
  

 
	
 7.

 	
 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.

 
	
  

 	
  

 
	
 8.

 	
 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.

 
	
  

 	
  

 
	
 9.

 	
 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.

 
	
  

 	
  

 
	
 10.

 	
 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.

 
	
  

 	
  

 
	
 11.

 	
 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.

 










 	
  

 	
  

 
	
 12.

 	
 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.

 
	
  

 	
  

 
	
 13.

 	
 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.

 
	
  

 	
  

 
	
 14.

 	
 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.

 
	
  

 	
  

 
	
 15.

 	
 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.

 
	
  

 	
  

 
	
 16.

 	
 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