EMPLOYMENT AGREEMENT, dated as of August 18, 2003 between REVLON
CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and, together with
its parent Revlon, Inc. and its subsidiaries, the "Company"), and Xxxxxx X.
XxXxxxx (the "Executive").
RCPC wishes to employ the Executive and the Executive wishes to
accept employment with the Company on the terms and conditions set forth in this
Agreement.
Accordingly, RCPC and the Executive hereby agree as follows:
Employment, Duties and Acceptance.
----------------------------------
1.1 Employment, Duties. RCPC hereby employs the Executive for
the Term (as defined in Section 2.1) to render exclusive and full-time services
to the Company in the capacity of chief financial officer of the Company and of
Revlon, Inc. with responsibility for all financial operations of the Company and
Revlon, Inc., including, without limitation, treasury, accounting, investor
relations, internal audit, tax and information technology functions, and to
perform such other duties and responsibilities consistent with such position
(including service as a director of the Company and of Revlon, Inc. or director
or officer of any subsidiary of the Company if elected) as may be assigned to
you from time to time by the Chief Executive Officer of Revlon, Inc. (the
"CEO"). The Executive's title shall be Chief Financial Officer and Executive
Vice President, or such other title of at least equivalent level consistent with
the Executive's duties from time to time as may be assigned to the Executive by
the CEO. The Executive shall report directly to the CEO, or his designee.
Executive shall be a member of RCPC's Operating Committee.
1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, to devote the Executive's entire business time, energy and skill to
such employment, and to use the Executive's best efforts, skill and ability to
promote the Company's interests. The Executive may manage his personal
investments and assets and may participate in professional, civic, and
charitable activities including without limitation participation on AICPA
national committee, continuing professional education (CPE) for CPA, and
attending to administrative requirements to maintain registration and good
standing of Human Capital Formation, LLC, (solely owned by Executive) as long as
they do not involve the initiation or continuation of any business activities,
provided in each case such activities do not interfere in any significant way
with Executive's performance of his duties hereunder.
1.3 Location. The duties to be performed by the Executive
hereunder shall be performed primarily at the office of RCPC in the New York
City metropolitan area, subject to reasonable travel requirements consistent
with the nature of the Executive's duties from time to time on behalf of the
Company.
1.4 Performance Warranty. As an inducement for the Company to
enter into this Agreement, you hereby represent that you are not a party to any
contract, agreement or understanding which prevents, prohibits or limits you in
any way from entering into and fully performing your obligations under this
Agreement and any duties and responsibilities that may be assigned to you
hereunder.
2. Term of Employment; Certain Post-Term Benefits.
----------------------------------------------
2.1 The Term. The Term of the Executive's employment under this
Agreement (the "Term") shall commence on August 18, 2003 or such earlier date
mutually agreeable to the Executive and RCPC (the "Effective Date") and shall
end on August 17, 2006. During any period that the Executive's employment shall
continue following the end of the Term, the Executive shall be deemed an
employee at will, provided, however, that the Executive shall be eligible for
severance on the terms and subject to the conditions of the Revlon Executive
Severance Policy as in effect from time to time (the "Executive Severance
Policy"), provided that the Severance Period for the Executive under the
Executive Severance Policy shall be no less than 24 months.
2.2 Special Curtailment. The Term shall end earlier than the
date provided in Section 2.1, if sooner terminated pursuant to Section 4.
3. Compensation; Benefits.
-----------------------
3.1 Salary. The Company agrees to pay the Executive during the
Term a base salary, payable bi-weekly, at the annual rate of not less than
$500,000 (the "Base Salary"). All payments of Base Salary or other compensation
hereunder shall be less such deductions or withholdings as are required by
applicable law and regulations. The Executive will be considered for merit
review in connection with the Executive's performance evaluations, which are
performed in accordance with the Company's salary administration policies and
procedures. In the event that RCPC, in its sole discretion, from time to time
determines to increase the Base Salary, such increased amount shall, from and
after the effective date of the increase, constitute "Base Salary" for purposes
of this Agreement and shall not thereafter be decreased.
3.2 Bonus.
------
(a) The Executive shall be eligible to participate in the
Revlon Executive Bonus Plan as in effect from time to time, or such plan or
plans, if any, as may succeed it (the "Bonus Plan") with maximum bonus
eligibility for 2003, 2004, 2005 and 2006 of 70% of Base Salary for
significantly over-achieving performance objectives set by the Compensation
Committee or its designee and target bonus eligibility of 45% of Base Salary for
achieving performance objectives set by the Compensation Committee or its
designee (and 100% for significant overachievement and 75% for achieving
performance objectives after 2006), subject to the terms and conditions of such
Bonus Plan. For the 2003 bonus year, the CEO and the Executive shall meet to
establish goals and performance objectives for bonus eligibility. In the event
that the Executive's employment shall terminate pursuant to Section 4.4 during
any calendar year, the Executive's bonus with respect to the year during which
such termination occurs shall be prorated for the actual number of days of
active employment during such year and such bonus as prorated shall be payable
(i) if and to the extent bonuses are payable to executives under the Bonus Plan
for that year based upon achievement of the objectives set for that year and not
including any discretionary bonus amounts which may otherwise be payable to
other executives despite non-achievement of bonus objectives for such year and
(ii) on the date bonuses would otherwise be payable to executives under the
Bonus Plan. Notwithstanding anything herein or contained in the Bonus Plan to
the contrary, in the event that the Executive's employment shall terminate
pursuant to Section 4.4 during any calendar year, the Executive shall be
entitled to receive his bonus (if not already paid) with respect to the year
immediately preceding the year of termination (if bonuses with respect to such
year are payable to other executives based upon achievement of bonus objectives
and not based upon discretionary amounts which may be paid to other executives
despite non-achievement of bonus objectives) as and when such
2
bonuses would otherwise be payable to executives under the Bonus Plan, despite
the fact that Executive may not be actively employed on such date of payment.
(b) Within one year of the Executive's start date, the
Company will provide a retention incentive to Executive of $600,000 gross, less
applicable taxes and withholdings (the "Retention Incentive"). Should
Executive's employment with the Company's terminate for Cause pursuant to
Section 4.3 or should Executive terminate his employment for a reason other than
"Good Reason" under Section 4.4, but in no other circumstances, Executive shall
be required to repay the Company that portion of the Retention Incentive equal
to the product of (i) the Retention Incentive multiplied by (ii) a fraction the
numerator of which shall equal 48 minus the number of full months that have
elapsed between the date of commencement of Executive's employment by the
Company and the date of termination and the denominator of which shall equal 48
and the Company shall be entitled to offset any amounts not so repaid against
any other amounts due to the Executive from the Company.
3.3 Stock-Based Compensation.
-------------------------
(a) Stock Options. As promptly as practicable after the
Effective Date the Executive shall be recommended to the Compensation Committee
or other committee of the Board administering the Revlon, Inc. Fourth Amended
and Restated 1996 Stock Plan or any plan that may replace it, as from time to
time in effect (the "Stock Plan") to receive a non-qualified stock option grant
of 100,000 shares of Revlon Class A Common Stock at an exercise price equal to
the market price of Revlon Class A Common Stock on the date of grant, with
vesting and terms as set forth on Schedule A. Subject to Executive's continued
employment, the Executive shall be recommended to the Compensation Committee to
receive in each of 2004 and 2005 a non-qualified stock option grant of 25,000
shares of common stock in accordance with the terms of the Stock Plan, with
vesting and terms as set forth on Schedule A.
(b) Restricted Stock. As promptly as practicable after the
Effective Date, the Executive shall be recommended to the Compensation Committee
to receive 50,000 shares of restricted Revlon Class A common stock with vesting
and terms as set forth on Schedule A.
3.4 Business Expenses. RCPC shall pay or reimburse the Executive
for all reasonable expenses actually incurred or paid by the Executive during
the Term in the performance of the Executive's services under this Agreement,
subject to and in accordance with the Company's applicable expense reimbursement
and related policies and procedures as in effect from time to time.
3.5 Vacation. During each year of the Term, the Executive shall
be entitled to a vacation period or periods in accordance with the vacation
policy of the Company as in effect from time to time, but not less than four
weeks.
3.6 Fringe Benefits. During the Term, the Executive shall be
entitled to participate in those qualified and non-qualified defined benefit,
defined contribution, group life insurance, medical, dental, disability and
other benefit plans and programs of the Company as from time to time in effect
(or their successors) generally made available to other executives of the
Executive's level and in such other plans and programs and in such perquisites
as may be generally made available to senior executives of the Company of the
Executive's level generally. Further, during the Term, the Executive will be
eligible (a) to participate in Revlon's Executive Financial Counseling and Tax
Preparation Program, as from time to time in effect, (b) to receive a car
allowance at the rate of $15,000 per annum, which is intended to cover lease,
insurance, operating and maintenance costs under the car allowance program as in
effect from time to time, and (c) to participate in a special rate for personal
training sessions at a strength and
3
conditioning center located on 00xx Xxxxxx in NYC on a basis consistent with
other executives at Executive's level, as such program is in effect from time to
time.
3.7 Relocation Assistance.
----------------------
(a) The Executive shall be eligible for relocation
benefits in accordance with the terms and conditions of the RCPC's Relocation
Policy, as from time to time in effect, and at a minimum as in effect on July
21, 2003 (a copy of the Relocation Policy is attached as Schedule B). Approval
is granted as an exception to that policy to exceed the $500,000 fair market
value limitation for disposition of present residence, up to $950,000.
Relocation must be substantially completed within 12 months of the Executive's
start date which shall mean that Executive shall have sold his home in the
Atlanta area and shall be in the process of moving to the New York metropolitan
area with such move completed within 14 months of Executive's start date. The
Company agrees that it will provide reasonable corporate housing for Executive
for a period of up to 12 months from Executive's start date, and will reimburse
Executive for reasonable temporary living expenses incurred during the first 90
days immediately following the Executive's start date, upon submission of
appropriate documentation in accordance with the Company's applicable expense
reimbursement and related policies and procedures as in effect from time to
time.
(b) The Company agrees to reimburse the Executive for the
reasonable commuting expenses (coach airfare and taxis) incurred by him for up
to one trip per week by the Executive or one member of his family to and from
Atlanta, Georgia and the New York metropolitan area during the first 12 months
immediately following the Executive's start date, subject to the terms and
conditions of the Company's applicable expense reimbursement and related
policies and procedures, as in effect from time to time.
(c) In the event that on or prior to August 17, 2006, (i)
the Executive's employment is terminated pursuant to Section 4.4 and (ii) the
Executive sells his residence in the New York metropolitan area, then the
Company will reimburse the Executive for the difference between the sales
commissions in connection with the sale of the Executive's residence in Georgia
and the sale of his residence in the New York metropolitan area, with such
reimbursement not to exceed $40,000. The Company will make such payment upon the
Executive's submission of reasonable documentation of such sales commission
expenses.
3.8 Agreement Preparation Fees. Upon execution of this Agreement
by Executive and commencement of employment, RCPC shall promptly reimburse the
Executive for reasonable and documented attorneys' fees and expenses incurred by
the Executive in connection with the review, negotiation and preparation of this
Agreement up to a maximum of $2,500.
4. Termination.
------------
4.1 Death. If the Executive shall die during the Term, the Term
shall terminate and no further amounts or benefits shall be payable hereunder,
other than (i) for accrued, but unpaid, Base Salary as of such date and (ii)
pursuant to life insurance provided under Section 3.6.
4.2 Disability. If during the Term the Executive shall become
physically or mentally disabled, whether totally or partially, such that the
Executive is unable to perform the Executive's services hereunder for (i) a
period of six consecutive months or (ii) shorter periods aggregating six months
during any twelve month period, RCPC may at any time after the last day of the
six consecutive months of disability or the day on which the shorter periods of
disability shall have equaled an aggregate
4
of six months, by written notice to the Executive (but before the Executive has
returned to active service following such disability), terminate the Term and no
further amounts or benefits shall be payable hereunder other than (i) for
accrued, but unpaid, Base Salary as of such date and (ii) pursuant to disability
insurance provided under Section 3.6.
4.3 Cause. RCPC may at any time by written notice to the
Executive terminate the Term for "Cause" and, upon such termination, the
Executive shall be entitled to receive no further amounts or benefits hereunder,
except for accrued, but unpaid, salary as of such date and as required by law.
As used herein the term "Cause" shall mean gross neglect by the Executive of the
Executive's duties hereunder, conviction of the Executive of any felony,
conviction of the Executive of any lesser crime or offense involving the
property of the Company or any of its affiliates, misconduct by the Executive in
connection with the performance of the Executive's duties hereunder or other
material breach by the Executive of this Agreement (specifically including,
without limitation, Section 1.4), any breach of the Revlon Code of Business
Conduct, or the Employee's Agreement as to Confidentiality and Non Competition.
The Executive shall not be deemed to have been terminated for Cause unless (i)
reasonable notice has been delivered to him setting forth the reasons for the
Company's intention to terminate for Cause, and (ii) a period of ten (10) days
has elapsed since delivery of such notice during which Executive was afforded an
opportunity to cure, if capable of remedy, the reasons for the Company's
intention to terminate for Cause.
4.4 Company Breach; Other Termination. The Executive shall be
entitled to terminate the Term and the Executive's employment upon 60 days'
prior written notice (if during such period RCPC fails to cure any such breach)
in the event that (i) RCPC materially breaches its obligations by the
Compensation Committee (or other appropriate Committee) of the Board of
Directors of Revlon, Inc. failing to fully implement the recommendations of
management regarding stock options and restricted stock pursuant to Section 3.3;
(ii) RCPC or the Company materially breaches its obligations under Section 3.1,
3.2, 3.6 and/or 3.7 of this Employment Agreement; or (iii) there shall occur a
material adverse change in the position, title, duties, responsibilities or
reporting structure of the Executive pursuant to Section 1.1. Such termination
of the Executive's employment and the Term pursuant to (i), (ii) or (iii) shall
be deemed a termination for "Good Reason". In addition, RCPC shall be entitled
to terminate the Term and the Executive's employment at any time and without
prior notice (otherwise than pursuant to the provisions of Section 4.2 or 4.3).
In consideration of the Executive's covenant in Section 5.2, upon termination
under this Section 4.4 by the Executive, or in the event RCPC so terminates the
Term otherwise than pursuant to the provisions of Section 4.2 or 4.3, RCPC
agrees, and the Company's sole obligation arising from such termination shall be
(at the Executive's election by written notice within 10 days after such
termination), for RCPC either
(i) to make payments in lieu of Base Salary in the amounts
prescribed by Section 3.1, to pay the Executive the portion, if any, of any
annual bonus contemplated by Section 3.2, to pay amounts due under Section
3.7(c) (if applicable), and to continue the Executive's participation in the
medical, dental and group life insurance plans of the Company in which the
Executive was entitled to participate pursuant to Section 3.6 (in each case less
amounts required by law to be withheld) through August 17, 2006 (such period
shall be referred to in this Subsection (i) as the "Severance Period"), provided
that (1) such benefit continuation is subject to the terms of such plans, (2)
life insurance continuation is subject to a limit of two years, (3) the
Executive shall cease to be covered by medical and/or dental plans of the
Company at such time as the Executive becomes covered by like plans of another
company, (4) any bonus payments required pursuant to this Section 4.4(i) shall
be payable as and when bonuses would otherwise be payable to executives under
the Bonus Plan as then in effect, and (5) the Executive shall, as a condition,
execute such release, confidentiality, non-competition and other covenants as
would be required in order for the Executive to receive payments and benefits
under the Executive Severance Policy referred to in clause (ii) below, or
5
(ii) to make the payments and provide the benefits
prescribed by the Executive Severance Policy of the Company as in effect from
time to time, upon the Executive's compliance with the terms and conditions
thereof, provided that the Severance Period for this Subsection (ii) for the
Executive shall be no less than 24 months, and to pay amounts due under Section
3.7(c), if applicable.
Any cash compensation paid or payable or any non-cash compensation paid or
payable in lieu of cash compensation to the Executive from other employment or a
consultancy during the Severance Period shall reduce the payments required
pursuant to clause (i) above or shall be governed by the terms of the Executive
Severance Policy in the case of clause (ii) above.
4.5 Litigation Expenses. If RCPC and the Executive become
involved in any action, suit or proceeding relating to the alleged breach of
this Agreement by RCPC or the Executive, or any dispute as to whether a
termination of the Executive's employment is with or without Cause, then if and
to the extent that a final, non-appealable, judgment in such action, suit or
proceeding is rendered in favor of the Executive, RCPC shall reimburse the
Executive for all expenses (including reasonable attorneys' fees) incurred by
the Executive in connection with such action, suit or proceeding or the portion
thereof adjudicated in favor of the Executive.
5. Protection of Confidential Information; Non-Competition.
--------------------------------------------------------
5.1 The Executive acknowledges that the Executive's services
will be unique, that they will involve the development of Company-subsidized
relationships with key customers, suppliers, and service providers as well as
with key Company employees and that the Executive's work for the Company will
give the Executive access to highly confidential information not available to
the public or competitors, including trade secrets and confidential marketing,
sales, product development and other data and plans which it would be
impracticable for the Company to effectively protect and preserve in the absence
of this Section 5 and the disclosure or misappropriation of which could
materially adversely affect the Company. Accordingly, the Executive agrees:
6
5.1.1 except in the course of performing the Executive's duties
provided for in Section 1.1, not at any time, whether during or after the
Executive's employment with the Company, to divulge to any other entity or
person any confidential information acquired by the Executive concerning the
Company's or its affiliates' financial affairs or business processes or methods
or their research, development or marketing programs or plans, any other of its
or their trade secrets, any information regarding personal matters of any
directors, officers, employees or agents of the Company or its affiliates or
their respective family members, or any information concerning the circumstances
of the Executive's employment and any termination of the Executive's employment
with the Company or any information regarding discussions related to any of the
foregoing. The foregoing prohibitions shall include, without limitation,
directly or indirectly publishing (or causing, participating in, assisting or
providing any statement, opinion or information in connection with the
publication of) any diary, memoir, letter, story, photograph, interview,
article, essay, account or description (whether fictionalized or not) concerning
any of the foregoing, publication being deemed to include any presentation or
reproduction of any written, verbal or visual material in any communication
medium, including any book, magazine, newspaper, theatrical production or movie,
or television or radio programming or commercial or over the internet. In the
event that the Executive is requested or required to make disclosure of
information subject to this Section 5.1.1 under any court order, subpoena or
other judicial process, the Executive will promptly notify RCPC, take all
reasonable steps requested by RCPC to defend against the compulsory disclosure
and permit RCPC, at its expense, to control with counsel of its choice any
proceeding relating to the compulsory disclosure. The Executive acknowledges
that all information the disclosure of which is prohibited by this section is of
a confidential and proprietary character and of great value to the Company.
5.1.2 to deliver promptly to the Company on termination of the
Executive's employment with the Company, or at any time that RCPC may so
request, all memoranda, notes, records, reports, manuals, drawings, blueprints
and other documents (and all copies thereof) relating to the Company's business
and all property associated therewith, which the Executive may then possess or
have under the Executive's control, including, without limitation, computer
disks or data (including, data retained on any computer), and any home-office
equipment or computers purchased or provided by Revlon or other materials
5.2 In consideration of RCPC's covenant in Section 4.4, the
Executive agrees (i) in all respects fully to comply with the terms of the
Employee Agreement as to Confidentiality and Non-Competition referred to in the
Executive Severance Policy (the "Non-Competition Agreement"), whether or not the
Executive is a signatory thereof, with the same effect as if the same were set
forth herein in full, and (ii) in the event that the Executive shall terminate
the Executive's employment otherwise than as provided in Section 4.4, the
Executive shall comply with the restrictions set forth in paragraph 9(e) of the
Non-Competition Agreement through the date on which the Term would then
otherwise have expired pursuant to Section 2.1, subject only to the Company
continuing to make payments equal to the Executive's Base Salary during such
period, notwithstanding the limitation otherwise applicable under paragraph 9(d)
thereof or any other provision of the Non-Competition Agreement.
5.3 If the Executive commits a breach of any of the provisions
of Sections 5.1 or 5.2 hereof, RCPC shall have the following rights and
remedies:
5.3.1 the right and remedy to immediately terminate all further
payments and benefits provided for in this Agreement, except as may otherwise be
required by law in the case of qualified benefit plans,
5.3.2 the right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach will
7
cause irreparable injury to the Company and that money damages and disgorgement
of profits will not provide an adequate remedy to the Company, and, if the
Executive attempts or threatens to commit a breach of any of the provisions of
Sections 5.1 or 5.2, the right and remedy to be granted a preliminary and
permanent injunction in any court having equity jurisdiction against the
Executive committing the attempted or threatened breach (it being agreed that
each of the rights and remedies enumerated above shall be independent of the
others and shall be severally enforceable, and that all of such rights and
remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to RCPC under law or in equity), and
5.3.3 the right and remedy to require the Executive to account
for and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits") derived or received by
the Executive as the result of any transactions constituting a breach of any of
the provisions of Sections 5.1 or 5.2 hereof, and the Executive hereby agrees to
account for and pay over such Benefits as directed by RCPC.
5.4 If any of the covenants contained in Sections 5.1, 5.2 or
5.3, or any part thereof, hereafter are construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect, without regard to the invalid
portions.
5.5 If any of the covenants contained in Sections 5.1 or 5.2, or
any part thereof, are held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or area of
such provision so as to be enforceable to the maximum extent permitted by
applicable law and, in its reduced form, said provision shall then be
enforceable.
5.6 The parties hereto intend to and hereby confer jurisdiction
to enforce the covenants contained in Sections 5.1, 5.2 and 5.3 upon the courts
of any state or country within the geographical scope of such covenants. In the
event that the courts of any one or more of such states or country shall hold
such covenants wholly unenforceable by reason of the breadth of such covenants
or otherwise, it is the intention of the parties hereto that such determination
not bar or in any way affect RCPC's right to the relief provided above in the
courts of any other states or country within the geographical scope of such
covenants as to breaches of such covenants in such other respective
jurisdictions, the above covenants as they relate to each state being for this
purpose severable into diverse and independent covenants.
5.7 Any termination of the Term or the Executive's employment
shall have no effect on the continuing operation of this Section 5.
6. Inventions and Patents.
-----------------------
6.1 The Executive agrees that all processes, technologies and
inventions (collectively, "Inventions"), including new contributions,
improvements, ideas and discoveries, whether patentable or not, conceived,
developed, invented or made by his during the Term shall belong to the Company,
provided that such Inventions grew out of the Executive's work with the Company
or any of its subsidiaries or affiliates, are related in any manner to the
business (commercial or experimental) of the Company or any of its subsidiaries
or affiliates or are conceived or made on the Company's time or with the use of
the Company's facilities or materials. The Executive shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions for the
United States and foreign countries; (c) sign all papers necessary to carry out
the foregoing; and (d) give testimony in support of the Executive's
inventorship.
8
6.2 If any Invention is described in a patent application or is
disclosed to third parties, directly or indirectly, by the Executive within two
years after the termination of the Executive's employment with the Company, it
is to be presumed that the Invention was conceived or made during the Term.
6.3 The Executive agrees that the Executive will not assert any
rights to any Invention as having been made or acquired by the Executive prior
to the date of this Agreement, except for Inventions, if any, disclosed to the
Company in writing prior to the date hereof.
7. Intellectual Property.
----------------------
Notwithstanding and without limitation of Section 6, the Company
shall be the sole owner of all the products and proceeds of the Executive's
services hereunder, including, but not limited to, all materials, ideas,
concepts, formats, suggestions, developments, arrangements, packages, programs
and other intellectual properties that the Executive may acquire, obtain,
develop or create in connection with or during the Term, free and clear of any
claims by the Executive (or anyone claiming under the Executive) of any kind or
character whatsoever (other than the Executive's right to receive payments
hereunder). The Executive shall, at the request of RCPC, execute such
assignments, certificates or other instruments as RCPC may from time to time
deem necessary or desirable to evidence, establish, maintain, perfect, protect,
enforce or defend its right, title or interest in or to any such properties.
8. Revlon Code of Business Conduct / Code of Ethics for Senior
Financial Officers.
-----------------------------------------------------------
In consideration of the Company's execution of this Agreement, you
agree in all respects to fully comply with the terms of the Revlon Code of
Business Conduct, annexed at Schedule C, and the Code of Ethics for Senior
Financial Officers, annexed at Schedule D, whether or not you are a signatory
thereof, with the same effect as if the same were set forth herein in full.
9. Indemnification.
---------------
Subject to the terms, conditions and limitations of its by laws and
applicable Delaware law, RCPC will defend, and will advance to Executive the
costs, including without limitation reasonable attorneys' fees incurred by
Executive in defending any such action, suit or proceeding subject to Executive
providing any undertaking then required by law or the Company's by-laws relating
to such advancement, and shall indemnify the Executive, to the maximum extent
permitted by applicable law and the Company's by-laws, against all costs,
charges and expenses incurred or sustained by the Executive in connection with
any action, suit or proceeding to which the Executive may be made a party,
brought by any shareholder of the Company directly or derivatively or by any
third party or government entity by reason of any act or omission of the
Executive as an officer, director or employee of the Company or of any
subsidiary or affiliate of the Company.
10. Notices.
--------
All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, sent by overnight courier or mailed
first class, postage prepaid, by registered or certified mail (notices mailed
shall be deemed to have been given on the date mailed) provided that all notices
to the Company shall be sent simultaneously by fax and email, as follows (or to
such other address as either party shall designate by notice in writing to the
other in accordance herewith):
9
If to the Company, to:
Revlon Consumer Products Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Senior Vice President
and General Counsel
Fax: 000-000-0000
Email: xxxxxx.xxxxxxxx@xxxxxx.xxx
If to the Executive, to the Executive's principal residence as
reflected in the records of the Company with a copy by fax and e-mail to:
Xxxxxx X. Xxxxxx, Esq.
Xxxxxx & Xxxxxx LLP
000 Xxxxxxxxx Xxxxxx XX
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Fax: 000-000-0000
Email: xxx@xx-xxx.xxx
11. General.
--------
11.1 This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York applicable to
agreements made between residents thereof and to be performed entirely in New
York.
11.2 The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
11.3 This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof including any offer letter or term
sheets. No representation, promise or inducement has been made by either party
that is not embodied in this Agreement, and neither party shall be bound by or
liable for any alleged representation, promise or inducement not so set forth.
11.4 This Agreement, and the Executive's rights and obligations
hereunder, may not be assigned by the Executive, nor may the Executive pledge,
encumber or anticipate any payments or benefits due hereunder, by operation of
law or otherwise. RCPC may assign its rights, together with its obligations,
hereunder (i) to any affiliate or (ii) to a third party in connection with any
sale, transfer or other disposition of all or substantially all of any business
to which the Executive's services are then principally devoted, provided that no
assignment pursuant to clause (ii) shall relieve RCPC from its obligations
hereunder to the extent the same are not timely discharged by such assignee.
11.5 This Agreement may be amended, modified, superseded,
canceled, renewed or extended and the terms or covenants hereof may be waived,
only by a written instrument executed by both of the parties hereto, or in the
case of a waiver, by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof shall in no
manner affect the right at a later time to enforce the same. No waiver by either
party of the breach of any term or
10
covenant contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this Agreement.
11.6 This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
12. Subsidiaries and Affiliates. As used herein, the term
"subsidiary" shall mean any corporation or other business entity controlled
directly or indirectly by the corporation or other business entity in question,
and the term "affiliate" shall mean and include any corporation or other
business entity directly or indirectly controlling, controlled by or under
common control with the corporation or other business entity in question.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
REVLON CONSUMER PRODUCTS CORPORATION
By /s/ XXXXXXX X. XXXXXXX
------------------------------
Xxxxxxx X. Xxxxxxx
Executive Vice President, Human Resources
/s/ XXXXXX X. XXXXXXX
------------------------------
Xxxxxx X. XxXxxxx
11
