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COTY > SEC Filings for COTY > Form 8-K on 6-Dec-2013All Recent SEC Filings

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Form 8-K for COTY INC.


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2013, Coty Inc. (the "Company") announced the appointment of Patrice de Talhouët, 47, to the position of Chief Financial Officer.

In connection with Mr. de Talhouët's appointment, the Company entered into an employment agreement with Mr. de Talhouët, which provides that Mr. de Talhouët will serve as the Company's Chief Financial Officer commencing on or about January 1, 2014 and continuing on an at will basis. The employment agreement provides for an annual base salary of $750,000 and an annual incentive bonus under the Company's Annual Performance Plan targeted to be 60% of Mr. de Talhouët's salary, with a maximum bonus of up to 3.6 times the target amount, and other employee benefits set forth in the employment agreement. The employment agreement also provides for a one-time grant of restricted stock units with respect to a number of shares of the Company's Class A common stock having a fair market value as of the grant date of $800,000 and cliff vesting on the third anniversary of Mr. de Talhouët's employment and a one-time sign-on bonus payable at the option of the Remuneration and Nomination Committee in either (A) restricted stock units with respect to a number of shares of the Company's Class A common stock having a fair market value as of the grant date of $300,000 and cliff vesting in three years or (B) cash. In the event that the Company terminates Mr. de Talhouët's employment without Cause (as defined in the employment agreement), Mr. de Talhouët will be entitled to severance compensation consisting of 12 months of base salary continuation.

Previous to his appointment as Chief Financial Officer, Mr. de Talhouët spent nearly seven years with food products manufacturer Mars, Inc., serving since April 2011 as Corporate Finance Officer Americas and a member of the finance executive committee. During that time, Mr. de Talhouët successfully led a multiple year program to transform the global Finance function for the company, oversaw governance and compliance in the region, and was Dean of Mars University for Finance. From January 2007 through March 2011, Mr. de Talhouët served as Chief Financial Officer Europe Mars Chocolate. Before joining Mars, Inc., Mr. de Talhouët spent more than a decade in senior finance positions for Alcatel. He started his career at Société Générale bank where he spent four years. Mr. de Talhouët has also served as a director of information technology service company Devoteam since January 2004 and as a member of Devoteam's Remuneration Committee from 2005 through 2010 and of Devoteam's Audit Committee since 2011. He holds Bachelor Degrees in Economics and International Management as well as a Master's Degree in Finance, Accounting and Corporate Law.

Mr. de Talhouët will succeed Sérgio Pedreiro, 48, who notified the Board of Directors of the Company on December 3, 2013 of his decision to resign as Chief Financial Officer. Mr. Pedreiro's resignation will become effective at the commencement of Mr. de Talhouët's term. The Company has entered a letter agreement with Mr. Pedreiro, providing for Mr. Pedreiro to continue as an employee

of the Company through March 31, 2014 and during that time to assist in transitioning duties to Mr. de Talhouët and to perform related special projects. In return for these services, Mr. Pedreiro will receive $412,500 (less applicable statutory deductions and authorized withholdings) and other benefits set forth in the letter agreement. In addition, Mr. Pedreiro's outstanding IPO Units scheduled to vest on June 13, 2014 will vest as if Mr. Pedreiro's employment had continued through the vesting date, and Mr. Pedreiro will receive continued coverage under the Company's medical and dental plans for up to nine months after his employment ends.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit      Description of Exhibit
10.1         Employment Agreement, dated December 3, 2013, between the Company
             and Patrice de Talhouët.
10.2         Letter agreement, dated December 3, 2013, between the Company and
             Sérgio Pedreiro.

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