Exhibit 10.34
Adoption
of Amendments to
Restricted Stock Units
Under the Coty Inc. Executive Ownership Plan
(applicable to awards outstanding on December 7, 2012)
D. | The undersigned officer has determined that the form of amendment attached hereto as Exhibit A is appropriate to implement such actions of theBoard. |
NOW THEREFOREby this instrument theCompany hereby amends and restates each of theOutstanding Awards in the manner set forth in Exhibit A hereto.
Title: SVP, General Counsel & Secretary
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Amendment
to
Restricted Stock Unit Terms
(applicable to Restricted Stock Units outstanding onDecember 7, 2012)
This Amendment to the terms of the award (the “Award”) granting the Participant restricted stock units (the “Units”) under the Coty Inc. Executive Ownership Plan (the “Plan”) is effectiveDecember 7, 2012.
1. | Capitalized terms not defined in this Amendment shall have the meanings given such terms in theNotice and in theRestatedPlan. |
2. | Restriction Period.TheRestriction Period for the Units is the period commencing on the Grant Date and ending on the earliest of the following dates: |
(a) | the fifth anniversary of the Grant Date; |
(b) | the datethe Participant’sService terminates; or |
(c) | the date of a Change in Control. |
3. | Settlement of Units.Within fifteen (15) days after the end of the Restriction Period the Company shall pay the Participant for each Unit the sum of (i) the Fair Market Value of one Share as of the Valuation Date immediately preceding or coinciding with the last day of the Restriction Period and (ii) the amount of dividends and other cash distributions paid with respect to a Share during the five-year period beginning on the Grant Date. If the Participant is still employed, the Participant may elect, in such manner and at such time as the Committee shall determine, for the settlement of his or her Units at the end of the Restriction Period to be made in Shares in lieu of cash. In the absence of such election, payment shall be made in cash. |
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