REVLON CONSUMER PRODUCTS CORPORATION
000 XXXXXXX XXXXXX
XXX XXXX, XX 00000
February 24, 1998
Xxxxx X. Xxxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxx:
Reference is made to the employment agreement between you and
Revlon Consumer Products Corporation(the "Company") dated as of January 1, 1996
(the "Agreement"). Pursuant to the Agreement, you were employed as Chief
Executive Officer of the Company. The Company and you have agreed that, except
as otherwise provided herein, the Term of the Agreement and your employment by
the Company shall be terminated as of June 30, 1997. Notwithstanding such
termination, it is agreed that you shall continue to serve as Chairman of the
Board of the Company and of Revlon, Inc. and that the stock options previously
granted to you shall remain outstanding in accordance with the terms of such
grants. You have agreed to the foregoing upon the terms hereinafter set forth.
1. Termination of Agreement. Except as otherwise provided
herein, the Term of the Agreement shall terminate effective June 30, 1997, and
upon such termination you hereby waive and release all rights and claims under
the Agreement and with respect to your employment or the termination of your
employment thereunder, including without limitation under Sections 3 and 4
(except Section 3.3 (which shall remain in effect with respect to options
previously granted and options which are to be granted to you under the
Agreement in 1999, such 1999 grant to be of 42,500 options, and Sections
3.6(ii), 3.6(iii), 4.5 and 8 which shall remain in effect during your continued
employment with any affiliate of the Company). In respect of your employment
during 1997, the Company shall have paid to you on or before December 31, 1997
an aggregate base salary of $825,000. In respect of your services to the
Company during 1998 as Chairman of the Board, the Company shall pay to you
$825,000. Notwithstanding any other provision of this agreement, you do not
hereby release or waive any
Xxxxx X. Xxxxx
As of February 24, 1998
Page 3
benefits under the tax-qualified and supplemental retirement plans of the
Company and its affiliates accrued as of June 30, 1997 or under the Section 401
savings plan of the Company and its affiliates accrued as of the end of such
date.
2. Inventions; Confidential Information; Competitors. Without
limiting the generality of paragraph 1, the provisions of Sections 5 through 7
and 9 through 11 of the Agreement shall remain in full force and effect,
including without limitation your agreement to comply with subsection 5.2.
3. Miscellaneous. This agreement shall be binding upon and
inure to the benefit of the parties hereto, their respective legal
representatives and any successor of the Company, which successor shall be
deemed substituted for the Company under the terms of this agreement. As used
in this agreement, the term "successor" shall include any person, firm,
corporation or other entity which at any time, whether by merger, purchase or
otherwise, acquires all or substantially all of the capital stock, assets or
business of the Company. The waiver by the Company or you of a breach of any
provision of this agreement by you or the Company shall not operate or be
construed as a waiver of any subsequent or other breach. Any notice required or
permitted to be given shall be sufficient if in writing and if sent by
registered or certified mail to you at your then residence or to the Company at
its then principal place of business. This instrument contains the entire
agreement of the parties with respect to the subject matter hereof and may not
be changed except in a written modification signed by both parties. This
agreement shall be governed by and construed in accordance with
Xxxxx X. Xxxxx
As of February 24, 1998
Page 4
the laws of the State of New York as applied to contracts between residents
thereof executed and performed wholly within the State of New York.
If this letter accurately sets forth our agreement, please so
indicate by returning a copy of this letter signed in the place set forth
below.
Sincerely,
REVLON CONSUMER PRODUCTS
CORPORATION
By:/s/ XXXX X. XXXXXXX III
-----------------------------
Xxxx X. Xxxxxxx III
Executive Vice President
and General Counsel
ACCEPTED AND AGREED:
/s/XXXXX X. XXXXX
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Xxxxx X. Xxxxx
