EMPLOYMENT AGREEMENT
, Amended and Restated as of April
27, 2007, between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware
corporation (“RCPC” and, together with its parent
Revlon, Inc. and its subsidiaries, the “Company”), and
Robert K. Kretzman (the “Executive”).
RCPC wishes to continue to employ the
Executive as Executive Vice President, Human Resources, Chief Legal
Officer and General Counsel, and the Executive wishes to accept
continued employment with the Company on the terms and conditions
set forth in this Agreement, as amended and restated.
Accordingly, RCPC and the Executive
hereby agree as follows:
1. 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 as chief legal officer and the executive responsible for
world-wide legal affairs, human resources, licensing and security
of Revlon, Inc. and its subsidiaries, and to perform such other
duties consistent therewith as may be assigned to the Executive
from time to time. The Executive’s title shall be Executive
Vice President, Human Resources, Chief Legal Officer and General
Counsel, 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. The Executive shall be a member
of the Operating Committee or such other committee of the
Company’s most senior executives as may succeed the Operating
Committee from time to time and report to the President and Chief
Executive Officer of Revlon, Inc. or his designee.
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.
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.
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 the date hereof (the
“Effective Date”) and shall end on such date as is
provided pursuant to Section 2.2.
2.2 End-of-Term Provisions .
At any time during the Term, RCPC shall have the right to give
written notice of non-extension of the Term. In the event RCPC
gives such notice of non-extension, the Term automatically shall
end on the second anniversary of the date on which RCPC give such
notice. The giving of such notice shall not be deemed to be a
breach of this Agreement by RCPC for purposes of Section 4.4.
During any period that the Executive’s employment shall
continue following expiration of the Term, the Executive shall be
eligible for severance on terms no less favorable than those of the
Revlon Executive Severance Policy as in effect on January 1, 2002
(the “Executive Severance Policy”), provided that in no
event shall the severance and benefit continuation be less than 24
months, upon the Executive’s compliance with the terms
thereof, and the Executive shall be deemed to be an employee at
will.
2.3 Special Curtailment . The
Term shall end earlier than the date provided in Section 2.2, if
sooner terminated pursuant to Section 4.
3. Compensation; Benefits
.
3.1 Salary . As compensation
for all services to be rendered pursuant to this Agreement, RCPC
agrees to pay the Executive during the Term a base salary, payable
in bi-weekly arrears, at the annual rate of not less than that
currently in effect on the Effective Date (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. 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 . In addition to the
amounts to be paid to the Executive pursuant to Section 3.1, the
Executive shall be eligible to receive a maximum annual bonus with
respect to each year during the Term equal to 100% of Base Salary
at the rate or rates in effect during the year for which bonus is
earned, with a target bonus equal to 75% of Base Salary, based upon
achievement of objectives set annually. Notwithstanding the
foregoing, if the Executive’s employment shall end pursuant
to Section 4.2 or 4.4 at any time during the Term, the
Executive’s bonus with respect to the calendar year in which
the termination occurs shall be an amount equal to the bonus that
would have been payable to the Executive with respect to such year
if the Executive had remained employed to the date for payment of
bonuses under such Plan, multiplied by a fraction of which the
numerator is the number of days of the Term during such year and
the denominator is 365. 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 the Executive’s 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
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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.
3.3 Stock Awards . During the
Term, the Executive shall be considered for recommendation to the
Compensation Committee or other committee of the Board (the
“Compensation Committee”) administering the Second
Amended and Restated Revlon, Inc. Stock Plan (or any plan that may
replace it) and/or any other long-term incentive compensation plan
of the Company as from time to time in effect, for awards of stock
options, restricted shares or other awards, at levels and on terms
consistent with the Company’s long-term incentive
compensation programs and policies as in effect from time to time
commensurate with his position as Executive Vice President, Human
Resources, Chief Legal Officer and General Counsel of the Company.
If the Company shall terminate the Executive’s employment
without Cause pursuant to Section 4.4 or if the Executive shall
terminate his employment for Good Reason pursuant to Section 4.4,
each option award held by the Executive (collectively, the
“Existing Option Awards”) and each restricted share
award held by the Executive (collectively, the “Existing
Restricted Share Awards” and, together with the Existing
Option Awards, the “Existing Equity Awards”), shall (x)
in the case of each of the Existing Option Awards, (A) continue to
vest in accordance with its terms as if the Executive’s
employment had not been terminated and he had remained employed
with the Company and (B) remain exercisable until the later of (i)
one year after such Existing Option Award becomes 100% fully vested
and exercisable or (ii) 18 months following the Executive’s
termination of employment with the Company, but in no event beyond
the original option term of each such award and (y) in the case of
each of the Existing Restricted Share Awards, continue to vest as
if the Executive’s employment had not been terminated and he
had remained employed with the Company. Notwithstanding anything to
the contrary in this Section 3.3, in the event that any provision
for treatment of the Existing Equity Awards in the preceding
sentence would trigger liability for interest and additional tax
for the Executive under Section 409A (as defined in Section 4.6
below), the Company agrees that this Section 3.3 shall be construed
as providing for the continuation of vesting and the extension of
post-employment exercisability of such Existing Equity Awards to
the fullest extent allowable under Section 409A without triggering
such interest or additional tax, provided that in no event shall
the Company be required to provide for terms more favorable than
set out in the preceding sentence.
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 the
Executive’s current entitlement of four weeks.
3.6 Fringe Benefits
.
(i) During the Term, the Executive
shall be entitled to continue to participate in those qualified and
non-qualified defined benefit, defined contribution, insurance,
medical (including the Revlon Executive Supplemental Medical Plan),
dental, disability and other benefit plans and programs of the
Company as from time to time in effect (or their successors) in
which the Executive participated on the date hereof and in such
other plans and programs and in such perquisites as may be made
available to senior executives of the Company of the
Executive’s level generally. In addition, during the Term the
Company shall provide to the Executive an automobile of a class
appropriate to the Executive’s grade from time to time (but
in any event equivalent to the automobile provided on the date of
this Agreement), including all operating costs thereof, insurance,
maintenance and parking, and the Executive shall be entitled to
reimbursement for tax preparation and financial counseling services
and health club membership with annual maximums at least comparable
to those in effect on the date of this Agreement.
(ii) During the Term, RCPC shall
provide Executive, at no cost to Executive, with additional life
insurance (in excess of the basic life insurance of two times
Executive’s Base Salary provided to employees at no cost) of
two times Executive’s Base Salary. Notwithstanding any
limitations in the qualified and/or non-qualified defined benefit
pension plans, Executive shall be entitled to receive a defined
pension benefit at age 62 as if Executive had elected to receive
his pension benefit at age 65 (that is without reduction by reason
of electing to receive benefits at age 62).
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 except pursuant to
life insurance and qualified and non-qualified pension benefits
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 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 except as provided in Section 3.6 and
except that the Executive shall be entitled to receive until the
first to occur of (x) the Executive ceasing to be disabled or (y)
the Executive attaining age 65, continued coverage for the
Executive under the life insurance provided under Section 3.6 and
continued medical and dental coverage (including the executive
medical plan) for the Executive and his immediate family to the
extent permitted by such plans and to the extent such benefits are
provided to the Company’s actively employed senior executive
generally.
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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, willful 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 or any breach of the Revlon Code of
Business Conduct or the Employee Agreement as to Confidentiality
and Non-Competition.
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 in the event that (i) RCPC materially breaches any
of its obligations hereunder, (ii) a material adverse change in the
position, title or reporting structure of the Executive, or (iii) a
relocation of Revlon, Inc.’s headquarters outside the New
York metropolitan area or the relocation of the Executive’s
principal place of employment to any location other than such
headquarters, provided the Company shall fail to cure any such
event described in (i), (ii) or (iii) within 30 days after such
notice; or that at any time prior to a Change of Control, the
Compensation Committee (or other appropriate Committee) of the
Board of Directors of Revlon, Inc. shall fail to grant awards
pursuant to Section 3.3. 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 4.3. 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 pursuant to
this Section 4.4, RCPC agrees, and the Company’s sole
obligation arising from such termination (except as otherwise
provided in Section 3.6) shall be (at the Executive’s
election by written notice within 10 days after such termination),
for RCPC either
(i) to make the payment in lieu of
bonus prescribed by Section 3.2 and to continue payments in lieu of
Base Salary in the amounts prescribed by Section 3.1 and continue
the Executive’s participation in the group life insurance and
in the medical, dental and other perquisites 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 the date on which the Term would have expired pursuant to
Section 2.2, if RCPC had given notice of non-extension of the Term
on or as promptly as permitted by Section 2.2 after the date of
termination of employment, provided that such benefit continuation
is subject to the terms of such plans, provided further that such
group life insurance continuation is subject to a limit of two
years pursuant to the terms thereof, provided further that 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, and provided finally that 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 Policy referred to in clause (ii) below,
or
(ii) to make the payments and provide
the benefits prescribed by the Executive Severance Policy upon the
Executive’s compliance with the terms thereof, provided that
in no event shall the severance period be less than 24
months.
Any compensation earned by the
Executive from other employment or a consultancy shall reduce the
payments required pursuant to clause (i) above or shall be governed
by the terms of the Executive Severance Policy as modified by the
foregoing 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, then if and to the extent that a final 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. Such costs
shall be paid to the Executive promptly upon presentation of
expense statements or other supporting information evidencing the
incurrence of such expenses.
4.6 Internal Revenue Code Section
409A . Section 409A (“Section 409A”) of the
Internal Revenue Code of 1986, as amended, and/or its related rules
and regulations, imposes additional taxes and interest on
compensation or benefits deferred under certain nonqualified
deferred compensation plans (as defined under the Code and related
regulations). These plans may include, among others, nonqualified
retirement plans, bonus plans, stock option plans, employment
agreements and severance agreements. If any provision of this
Agreement does not satisfy the requirements of Section 409A, such
provision shall be applied in a manner consistent with those
requirements, notwithstanding any provision of the Agreement. If
any provision of the Agreement would subject Executive to
additional tax or interest under Section 409A, RCPC shall reform
the provision. However, the Company shall maintain to the maximum
extent practicable the original intent of the applicable provision
without subjecting Executive to additional tax or interest, and the
Company shall not be required to incur any additional compensation
expense as a result of the reformed provision.
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 fo
