EMPLOYMENT AGREEMENT
, dated 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 Alan T. Ennis
(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:
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 in the capacity of chief financial officer, with
responsibility for all financial operations of the Company,
including without limitation, treasury, controllers group,
accounting, internal audit, internal control over financial
reporting, investor relations and tax, and such other duties and
responsibilities consistent with such position (including service
as a director of the Company or director or officer of any
subsidiary of the Company if so elected) as may be assigned to the
Executive from time to time by the Company’s President and
Chief Executive Officer of Revlon, Inc. (the “CEO”).
The Executive’s title shall be Executive Vice President,
Chief Financial Officer, 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 CEO 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.
1.4 Performance Warranty . As
an inducement for the Company to enter into this Agreement, the
Executive hereby represents that the Executive is not a party to
any contract, agreement or understanding which prevents, prohibits
or limits the Executive in any way from entering into and fully
performing the Executive’s obligations under this Agreement
and any duties and responsibilities that may be assigned to the
Executive 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 the date hereof (the
“Effective Date”) and shall end twenty-four (24) months
after RCPC provides to the Executive a notice of non-renewal,
unless in either case sooner terminated pursuant to Section 4.
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 Company’s severance policy that is
applicable to the Executive, as such policy is in effect from time
to time, provided that the severance and benefit continuation
period for the Executive under such policy shall be not less than
24 months, subject to the terms and conditions of such
policy.
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 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. The Executive will be considered for merit
increases 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 . 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 of 100% of
Base Salary for significantly over-achieving
performance objectives set by the Compensation Committee or its
designee and target bonus eligibility of 75% of Base Salary for
achieving performance objectives set by the Compensation Committee
or its designee, subject to the terms and conditions of such Bonus
Plan. 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 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 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-Based Compensation .
The Executive shall be eligible for recommendation to the
Compensation Committee or other committee of the Board
administering the Second Amended and Restated Revlon, Inc. Stock
Plan or any plan that may replace it, as from time to time in
effect, to receive an award of stock options, restricted shares or
other awards during the Term, at levels, on terms, and at such
times as are generally applicable to other senior executives of the
Executive’s level, provided that the Executive must be
actively employed on the date of such grant.
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 from time to time in effect, 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, 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 conditioning center
located on 55 th Street here 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 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. RCPC reserves the right to
provide compensation or benefits under any such plan in amounts, at
times and in a manner that minimizes taxes, interest or penalties
as a result of Section 409A, including any required
withholdings.
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 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.
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
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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 breach by the Executive of this Agreement
(specifically including, without limitation, Section 1.4), any
breach of the Revlon Code of Business Conduct, including, without
limitation, the Code of Ethics for Senior Financial Officers, or
the Employee’s Agreement as to Confidentiality and
Non-Competition, or any other conduct on the part of the Executive
which would make the Executive’s continued employment by the
Company prejudicial to the best interests of the
Company.
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 RCPC materially breaches any of its
obligations hereunder. 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 and to continue the Executive’s participation in
the medical, dental and group life insurance plans 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 ended pursuant to Section 2.1, if RCPC had given notice
of non-renewal on the date of termination (such period shall be
referred to 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, (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 Company’s
severance policy that is applicable to the Executive referred to in
clause (ii) below, and (6) any cash compensation paid or payable or
any non-cash compensation paid or payable in lieu of cash
compensation earned by the Executive from other employment or
consultancy during such period shall reduce the payments provided
for herein payable with respect to such other employment or
consultancy, or
(ii) to make the payments and provide
the benefits prescribed by, and in accordance with the terms and
conditions of, the Company’s severance policy that is
applicable to the Executive, as such policy is in effect from time
to time.
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 applicable 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:
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
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information in connection with the publication
of) any diary, memoir, letter, story, photograph, interview,
article, essay, account or description (whether
fictionalized
