COTY INC.
For the period ended Jun 30, 2026. Filed Sep 24, 2026.
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Jun 30, 2026 · Filed Sep 24, 2026
Contents
Certain Additional Payments
Unless specified below, each NEO would not be entitled to any additional payments upon termination of his or her employment for any reason or a change in control, except for accelerated vesting under the ELTIP.
Mr. Strobel is entitled to three months’ notice of termination of his employment by the Company or, if the Company elects not to require him to work during the notice period, payment in lieu of such notice in accordance with applicable law. Following termination of his employment, Mr. Strobel generally will also be entitled to monthly payments equal to two-thirds of his base salary for a period of 12 months in consideration of his non-competition obligations, subject to the terms of his employment agreement. In addition (defined terms set forth in the employment agreement), if Mr. Strobel’s employment is terminated by the Company without Cause before, or more than one year following, a Significant Corporate Transaction, subject to his timely execution and non-revocation of a release of claims, a prorated portion of his outstanding and unvested stock options will vest on the termination date, based on achievement of the applicable performance criteria as of that date. If his employment is terminated by the Company without Cause or by Mr. Strobel for Good Reason, in either case on or within one year following a Significant Corporate Transaction and subject to the same release requirement, a portion of his outstanding and unvested stock options will vest without proration, based on achievement of the applicable performance criteria as of the termination date.
Ms. Blazewicz is entitled to three months’ notice of a termination of her employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which she would have been entitled during the notice period, monthly payments equal to her base salary for a period of 12 months in consideration of her non-competition and non-solicitation obligations in the event of the termination of her employment agreement, and a severance payment equal to her base salary for a period of 12 months.
Ms. von Bayern is entitled to six months’ notice of a termination of her employment agreement by the Company, or payment in lieu of such notice in an amount equal to the base salary to which she would have been entitled during the notice period, and monthly payments equal to her base salary for a period of 12 months in consideration of her non-competition and non-solicitation obligations in the event of the termination of her employment agreement.
Mr. von Bretten is serving pursuant to a secondment arrangement. Under the Secondment Arrangement, Mr. von Bretten may be terminated without cause by JAB following the receipt of prior written approval of the Company (email being sufficient).
Pursuant to his Transition Agreement, Mr. Mercier’s employment is expected to continue through June 30, 2027, during which period he will continue to receive his annual base salary of €825,000 in consideration for the provision of advisory services. If Mr. Mercier elects to accelerate the termination of his employment to a date no earlier than December 20, 2026, he will also be entitled to receive a lump-sum payment equal to the base salary otherwise payable from the accelerated termination date through June 30, 2027. Beginning November 1, 2026, Mr. Mercier will be released from active duties but will remain available to provide transition-related advisory services through June 30, 2027. Upon termination of his employment, Mr. Mercier will be entitled to receive the applicable contractual non-competition payments for the 12-month period following termination, as well as applicable contractual and collective bargaining severance benefits.
Pursuant to the Nabi Separation Agreement, Ms. Nabi received a lump sum cash payment in lieu of notice representing six months of base salary, which was paid prior to January 15, 2026. Pursuant to the Nabi Separation Agreement, restricted stock units relating to shares of the Company vested on January 2, 2026 pursuant to the terms of such awards. All other outstanding and unvested equity awards held by Ms. Nabi as of the December 20, 2025 separation date were forfeited.
Effect of Section 409A on Timing of Payments and Equity Awards
Any amounts that are not exempt from Section 409A are subject to the required six-month delay in payment after termination of service if the NEO is a “specified employee” for purposes of Section 409A at the time of termination of employment. Amounts that otherwise would have been paid during the six-month delay will be paid in a lump sum on the first day after the delay period expires.
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