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COTY INC. | Coty Inc | Coty Services UK Limited

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Date: 8/18/2016
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

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Exhibit 10.27


This Employment Agreement (the “ Agreement ”) is entered into this day of 7th June, 2016 between Coty Services UK Limited, a company incorporated in England and Wales with the company number 325646 (the “ Company ”) and Sebastien Froidefond (“ Executive ”). The Company is a direct or indirect subsidiary of Coty Inc., ("Coty Inc.") which has its head offices at 350 Fifth Avenue, New York, NY 10118.



The parties desire that Executive will become employed by the Company on 1 July 2016, or such earlier date as agreed by the parties.



The parties desire to set forth in this Agreement the terms of Executive’s employment with the Company.

NOW, THEREFORE , the parties agree as follows:





In General

The Company agrees to employ Executive on 1 July, 2016, or such date as agreed by the parties (the “ Effective Date ”), and Executive accepts such employment, on the terms and conditions set forth in this Agreement. Executive’s period of employment with Coty SAS shall count towards Executive’s period of continuous employment, which began on 24th August, 2015.





Chief Human Resources Officer



Executive shall be the Company’s CHRO, reporting to the Chief Executive Officer, and shall serve on the Company’s Executive Committee. Executive shall perform all duties customarily associated with his office and shall perform such additional duties consistent with his position as may be assigned to him from time to time by the Chief Executive Officer.



Subject to Section 2.1.3, Executive shall devote his entire business time, attention, and energies to the business of the Company during Executive’s employment with the Company and shall use his best efforts to perform such responsibilities faithfully and efficiently. Executive shall comply with the Coty Code of Business Conduct, as in effect from time to time. Executive’s working hours are 9am to 5pm Monday to Friday, including an unpaid hour for lunch, plus such additional hours required for the proper performance of his duties under his employment. Executive agrees, in accordance with Regulation 5 of the Working Time Regulations 1998, that the provisions of Regulation 4(1) do not apply to Executive, and that Executive shall give the Company three months’ notice in writing if he wishes Regulation 4(1) to apply to him.













Nothing herein shall prohibit Executive from pursuing charitable activities that are unrelated to the Company’s business as long as they do not violate Section 7, conflict with the interests of the Coty group, or interfere with the performance of his duties pursuant to this Agreement.




Executive’s position will be based at the Company’s principal office in London. Notwithstanding the foregoing, Executive will be required to travel extensively within the normal course of his duties. Executive may also be required to relocate in accordance with the Company's needs, such relocation being subject to the terms of the Company’s International Transfer Policy.


Compensation and Benefits

Executive’s compensation and benefits during his employment under this Agreement shall be as follows:



The Company shall pay Executive base salary (“ Salary ”) at an annual rate of £320,000 payable in equal monthly instalments in arrears. Executive’s Salary shall be payable in accordance with the Company’s normal payroll practices as in effect from time to time.



Executive shall be eligible to participate in the Coty Annual Performance Plan (the “ APP ”), with a Target Award of sixty percent (60%) of Executive’s Salary. The actual APP award (“ Bonus ”) will depend on the value of Coty financial metrics, and will be between 0 and 3.6 times the Target Award (i.e., a maximum potential award of 216% of Executive’s Salary).

Executive understands that the APP is a discretionary bonus plan and may be amended or terminated by Coty in its sole discretion at any time, and that a Bonus is not guaranteed by Coty. In order to be entitled to receive any Bonus, Executive must remain in employment on the date of payment.


Long-Term Incentive Plan


With respect to each calendar year during which Executive is employed by the Company and subject in each case to his continued employment through the date of grant, at or about the time that the Company makes annual grants generally to its senior officers Executive shall receive annual equity based incentive compensation awards pursuant to and in accordance with the Company’s then effective equity incentive plan and the Company’s generally applicable incentive compensation practices as in effect from time to time. Subject to the discretion of the Board (or the appropriate committee thereof) to modify the form and/or size of such award, it is currently expected that that annual grants to Executive shall be with respect to restricted stock units with a value of US$600,000, with each such unit representing the right to receive upon vesting one share of the Related Common Stock (the “ Annual RSUs ”), having terms and conditions established in accordance with the terms of such plan that the Board (or the appropriate committee thereof) determines to be appropriate. Executive will participate to the 2016 annual grant.












3.4     Sign-On Bonus

Executive shall be entitled to receive a sign-on bonus of such amount as is necessary to result in the Executive receiving US$600,000 after the deduction of tax and national insurance contributions and the payment of any further tax due from Executive in respect of such bonus, to be paid within 90 days of the Effective Date (the “ Sign-on Bonus ”). Executive’s entitlement to the Sign-on Bonus shall be conditional on Executive remaining in employment for the period of at least five years from the Effective Date. Accordingly, in the event that the Executive ceases to be an employee of the Company before the fifth anniversary of the Effective Date, other than due to death, disability or ill-health, he shall repay to the Company an amount equal to the sum of:

(A ÷ 60) x (60 - B), where

“A” is the Sign-On Bonus less any income tax of social security contributions withheld by the Company at the time of payment, or subsequently paid by Executive in relation to the Sign-on Bonus; and

“B” is the number of whole months which have passed between the Effective Date and the date on which Executive’s employment terminates, up to a maximum of 60.



Executive shall be eligible to participate in the Company’s employee benefit plans in effect from time to time for employees of the Company generally.



Executive shall be entitled to join the Company’s pension scheme subject to eligibility criteria and subject to the rules of the Scheme as amended from time to time.



Executive shall be given a car allowance of £13,200 per annum payable in monthly instalments, or use of a Company car in accordance with Company policy.


Schooling and Tax Assistance

Schooling fees will be paid for, or reimbursed by, the company as defined in the Company International Transfer policy.

Executive will benefit from the tax assistance provided by Company Tax Consultant (currently PriceWaterhouseCoopers) to help him properly report his Coty income in required geographies. The assistance ends when the employment ends.


Business Expenses

Executive will be required to apply for an American Express credit card to use for company expenses incurred during the operation of day to day duties. This card will be registered in Executive’s name and Executive will be responsible for making the monthly payments. Subject to production of valid receipts; the Company will reimburse Executive for these expenses subject to the terms of the Coty Travel & Expenses policy as in effect from time to time.















Executive shall accrue paid vacation at the rate of twenty-five (25) work days per year (in addition to the usual 8 public holidays in England), subject to the terms and conditions of the Company’s standard vacation policies for its employees as in effect from time to time (the “ Vacation Policy ”), including, without limitation, such overall limitations on accrued but unused vacation as the Vacation Policy may provide. In scheduling vacation Executive shall duly consider the business requirements of the Company.


Sickness Absence


In case of illness the Company will continue to pay the base salary less such sums as Executive is entitled to receive by way of statutory sick pay and any other sickness or invalidity benefits from any local institution, public health insurance, or any other insurance or scheme which is wholly or partly funded by a Coty or Company scheme for the period of four weeks; after a period of employment of between one to five years, the duration of sick pay as outlined in the preceding sentence shall be 13 weeks; after a period of employment of at least 5 years the duration of sick pay as outlined in the preceding sentence shall be 26 weeks.

Without prejudice to Executive’s right to statutory sick pay ("SSP"), and provided that Executive complies with obligations regarding employer notification and medical certificate documentation, Executive will be entitled to full pay as stated above.

Any payment made hereunder in respect of a day of sickness will include the SSP entitlement and will be reduced by any other sickness benefit to which Executive may be entitled or any benefit to which Executive may be entitled under any long term disability scheme operated by the Company.



Health & Safety


The Company has a detailed health and safety policy, which includes a statement of intent, organisation responsibilities and arrangements, all of which are available on request.


It shall be the responsibility of every employee to take all reasonable care for the health and safety of himself/herself and that of fellow employees and to report any hazards, which cannot be controlled personally. Employees shall also co-operate with the company by observing safety rules and complying with any measures designed to ensure a safe and healthy working environment. Failure to comply with policy and procedures may result in disciplinary action and, in serious cases, dismissal.



Data Protection


Executive consents to the holding and processing of personal data provided by him to the Employer for all purposes relating to this employment, including but not limited to administering and maintaining personnel records, paying and reviewing salary and other remuneration and benefits, undertaking performance appraisals and reviews, maintaining sickness and other absence records and taking decisions as to fitness for work.


Executive further acknowledges and agrees that the Company may, in the course of its duties as an employer, be required to disclose personal data relating to him, after the end













of his employment. This does not affect Executive’s rights under the Data Protection Act 1998.



Equal Opportunities


The Company is an equal opportunities employer. No job applicant or employee will receive less favourable treatment on grounds of age, sex, sexual orientation, disability, marital status, creed, colour, race religion or ethnic origins, or be disadvantaged by conditions or requirements that cannot be shown to be justifiable. It is the duty of all employees to ensure that this policy is observed at all times. The Company will seek to ensure that individuals are selected and promoted on the basis of their aptitude, skills and ability.

If an employee believes that the Company or any of its employees has acted in breach of the policy, they should immediately raise the matter through the grievance procedure. In the event that such complaints are found to be well founded, disciplinary action will be taken against those responsible and in serious cases may result in dismissal. In particular the Company regards with severity any instances of age, sex, race or disability harassment, in accordance with the Coty Code of Business Conduct.




Commencing on the Effective Date and at all times thereafter, Executive shall not use for any purpose or disclose to any third party any Confidential Information (as defined below) other than (i) in the performance of Executive’s duties under this Agreement, (ii) as may otherwise be required by law, regulation or legal process, or (iii) as may be required by a governmental authority, agency or body. “ Confidential Information ” means any proprietary and/or confidential information relating to Coty, Coty’s customers, or other parties with which Coty has a business relationship or that may provide Coty with a competitive advantage, and includes, without limitation, trade secrets; inventions (whether or not patentable); technology and business processes; business, product, strategic, or marketing plans; negotiating strategies; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; compilations of public information that become proprietary as a result of Coty’s compilation of such public information for use in its business; and documents (including any electronic record, videotapes or audiotapes) and oral communications incorporating Confidential Information. Executive shall also comply with any confidentiality obligations of Coty to a third party that Executive knows or should know about, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information if it is or becomes generally available to the public other than as a result of an unauthorized disclosure or action by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from Executive. Because Confidential Information is extremely valuable, the Company takes measures to maintain its confidentiality and guard its secrecy. Confidential Information may be copied, disclosed or used by Executive during his employment with the Company only as necessary to carry out Company business and, where applicable, only as required or authorized under the terms of any agreements between the Company and any third party. If Executive is ever asked to disclose any information or materials that are subject to these confidentiality restrictions, pursuant to legal process or otherwise, Executive must contact the Company to seek the Company's written consent prior to any disclosure.













Non-Competition; Non-Solicitation

Executive will enter into the Company’s standard restrictive covenant agreement for senior executives contained in the Confidentiality and Non-Competition Agreement attached at Annex 1. Participation in LTIP and other company equity plans is subject to the execution of such agreement, a copy of which has been given to Executive.


Company Property



In General

Executive agrees that all patents, patentable inventions, copyrights, trade secret rights, trademark rights and associated goodwill, rights in know-how, and all other intellectual property rights, as well as all their physical and intangible embodiments, that are conceived, discovered, developed, created or reduced to practice by Executive, solely or in collaboration with others, during the period of his employment with the Company and that relate in any manner to the business of Coty that Executive may be directed to undertake, investigate or experiment with or that Executive may become associated with in performing services for the Company or for Coty (collectively, “ Intellectual Property ”) are the sole property of the Company. At the Company's request or in the event any Intellectual Property is deemed for any reason to be owned by Executive, Executive shall hold them on trust for the Company and Executive also agrees at the request of the Company to assign (or cause to be assigned) fully to the Company all such Intellectual Property. Executive hereby irrevocably waives any and all moral rights which Executive has or may become entitled to under the Copyright Designs and Patents Act 1988 (or any equivalent laws anywhere in the world) in relation to any existing or future works, the Intellectual Property which are vested in the Company pursuant to this Section 12.1.


Further Assurances

Executive agrees to assist the Company or its designee, at the Company’s expense, in every lawful way to secure, document and record the Company’s rights in Intellectual Property, including the disclosure to the Company of all pertinent information and data with respect to all Intellectual Property, the execution of all documents, applications, spec

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