Exhibit 10.28
INTER-COMPANY AGREEMENT
THIS AGREEMENT is made as of the 1st day of February 1998, BY AND BETWEEN Coty
US Inc. and its subsidiaries (the "Employer") and Coty Inc. (the "Company"),
whose principal office is at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000.
WITNESSETH
----------
WHEREAS, the Employer employs its own employees and in order to encourage and
reward their continued service as its employees has secured for selected
employees the opportunity to acquire a direct equity interest in the Company and
for those purposes has agreed with the Company that arrangements should be made
to grant these employees an opportunity to participate in any increase in the
value of the Company;
WHEREAS, the "Coty Inc. Long Term Incentive Plan" provides for the granting of
Company stock to employees of the Company and its affiliates, and the Employer
is an affiliate of the Company;
WHEREAS, the Company has arranged to facilitate the granting of Company stock to
employees of the Employer, and;
WHEREAS, the Company and the Employer have agreed that the costs incurred by
Company set out in this agreement relating to the future grant of options to
selected employees of the Employer, and the exercise of those options by those
employees should be borne by the Employer as being beneficial in the furtherance
of Employer's business and as a condition of the Company allowing those
employees to continue to participate in the Plan;
NOW IT IS AGREED to record the terms of that agreement as follows:
PART I - DEFINITIONS
--------------------
1. Definitions
In this Agreement these terms shall have these meanings:
(1) "Affiliate" shall mean any corporation, in which the Company
possesses directly or indirectly fifty per cent (50%) or more of the
total combined voting power of all classes of its stock or
partnership or other control interests, as the case may be.
(2) "Award" shall mean Company stock granted to Employees by the Company
or by one of its Affiliates pursuant to the Plan.
(3) "Employees" shall mean those directors and employees of the Employer
who are selected to receive an Award.
(4) "Plan" shall mean the Coty Inc. Long Term Incentive Plan.
(5) "Valuation Date" means the date on which an Employee receives
Company stock under the terms of an Award made to him.
1
(6) "Value" means, with respect to each Employee, the fair market value
on the applicable Valuation Date of the Company stock awarded to
Employee reduced by any consideration paid by the Employee to the
Company upon purchase of the stock. The fair market value shall be
determined as provided in the Plan.
(7) In this Agreement any reference to the singular shall include the
plural and vice versa and any reference to the masculine gender
shall include a reference to all other genders.
2. Provision of Employee Awards
The Company hereby agrees with the Employer that it will arrange for the
provision of such Awards to such of the Employees as may from time to time be
agreed between them.
3. Consideration for Award Provision
In consideration of the undertaking by the Company to make or arrange for the
provision of Awards hereunder for the Employees, the Employer undertakes that,
after the relevant Valuation Date in respect of any Award, it will as soon as
reasonably practicable, after receipt by the Employer of a notice from the
Company specifying the Value, pay to the Company an amount equal to the Value of
the Awards granted to the Employees.
4. Governing Law
This Agreement shall be governed by and construed and enforced in accordance
with the law of the State of New York, United States of America. This Agreement
shall become binding upon the parties when executed by both parties.
5. Consent to Jurisdiction
With respect to any provision of this agreement or the Plan, the parties to this
agreement agree to submit to the exclusive jurisdiction of the courts of the
State of New York, United States of America, all disputes concerning the
interpretation or operation of the Plan and this Agreement.
6. Notice
Every notice or other communication relating to this Agreement shall be in
writing, and shall be mailed, delivered or sent by facsimile to the party for
whom it is intended at such address as may from time to time be designated by it
in a notice so mailed, delivered or sent to the other party; in accordance with
this Agreement; provided, that unless and until some other address is so
designated, all notices or communications by the Company to the Employer or by
the Employer to the Company shall be so mailed, delivered or sent to their
respective office addresses set out herein.
7. Entire Agreement
2
This Agreement and the other related agreements referred to herein set forth the
entire agreement and understanding between the parties hereto and supersedes all
prior agreements relating to the subject matter hereof. Any amendment or
modification to this Agreement shall be in writing and must be signed by both
the Company and the Employer.
8. Severability
The invalidity or unenforceability of any one or more provisions of this
Agreement or any part or parts thereof shall not affect the validity or
enforceability of all or part of any other provision of this Agreement which
shall remain in full force and effect.
9. Counterparts
This Agreement may be executed in one or more counterparts, each of which when
executed shall be an original but which shall together constitute one and the
same agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first before written.
Coty US Inc. and its subsidiaries
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
(Signature)
Name: Xxxxxx X. Xxxxxxxx
--------------------------------------
Title: Vice President Finance
--------------------------------------
COTY INC.
By: /s/ W. Xxxxxxx Xxxxxxxx, XX
-------------------------------------
Name: W. Xxxxxxx Xxxxxxxx, XX
---------------------------------------
Title: Vice President, Human Resources
---------------------------------------
3
