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Form of
Restricted Stock Agreement
SECOND AMENDED AND RESTATED REVLON, INC. STOCK PLAN
RESTRICTED STOCK AGREEMENT dated as of
,
between REVLON, INC., a Delaware corporation
(‘‘Revlon’’ and, together with
Revlon’s affiliates, the
‘‘Company’’), and
(the ‘‘Grantee’’).
Revlon’s Compensation and Stock Plan Committee (the
‘‘Committee’’) has determined that the
objectives of the Second Amended and Restated Revlon, Inc. Stock
Plan (the ‘‘Plan’’) will be furthered by
granting to the Grantee shares of Revlon, Inc. Class A common stock
(‘‘Common Stock’’), subject to certain
restrictions, upon the terms and conditions hereinafter contained
(‘‘Restricted Stock’’ or the
‘‘Restricted Stock Award’’).
In consideration of the foregoing and of the mutual undertakings
set forth in this Restricted Stock Agreement (the
‘‘Agreement’’), the Company and the Grantee
agree as follows:
SECTION 1 . Number of
Shares . Subject to Section 10 of this
Agreement, the Company hereby grants to the Grantee the number of
shares of Restricted Stock set forth on Schedule 1 hereto.
The Grantee shall not be required to make any payment for the
Restricted Stock.
SECTION 2 . Restrictions
.
(a) Lapse of Restrictions . For so
long as the Restricted Stock Award shall not be cancelled pursuant
to the terms of the Plan or this Agreement, the restrictions
relating to the Restricted Stock Award which is the subject of this
Agreement shall lapse in accordance with the schedule set forth on
Schedule 1 hereto. Notwithstanding the foregoing, the restrictions
relating to the Restricted Stock Award which is the subject of this
Agreement shall immediately lapse and such shares shall be deemed
fully vested upon a ‘‘Change of Control’’,
as defined in Schedule 2 hereto.
(b) Transfer Agent Action Upon Lapse of Restrictions
. Upon the grant of the Restricted Stock,
the Company shall promptly instruct its transfer agent to record
the Restricted Stock as the property of the Grantee, subject to
restrictions. Upon the lapse of restrictions relating to the shares
of Restricted Stock, as set forth in Section 2, the Company shall
promptly (and in no circumstances later than the fifteenth day of
the third month of the year following the year in which the
restrictions lapse) instruct its transfer agent to eliminate any
notation of the restrictions with respect to the shares and to
record the shares as outstanding, with no restrictions.
SECTION 3. Voting;
Dividends . Prior to the date that
restrictions lapse pursuant to Section 2 of this Agreement, the
Grantee shall have no right to vote and no right to receive
dividends or other distributions with respect to the Restricted
Stock. Subject to the restrictions set forth in the Plan and this
Agreement, from and after the date that restrictions lapse pursuant
to Section 2 of this Agreement, the Grantee shall possess all
incidents of ownership of the shares of Restricted Stock granted
hereunder, including the right to receive dividends with respect to
such shares of Restricted Stock and the right to vote such shares
of Restricted Stock, but only with respect to the shares of
Restricted Stock for which such restrictions have lapsed pursuant
to Section 2.
SECTION 4. Taxes
. As a condition to the recording of the
shares as outstanding, with no restrictions, the Grantee shall pay
to the Company promptly upon request, and in any event at the time
the Grantee recognizes taxable income in respect of the shares of
Restricted Stock (which would include the date that restrictions
lapse pursuant to Section 2 hereof), an amount equal to the taxes
the Company determines it is required to withhold under applicable
tax laws with respect to the shares of Restricted Stock. Such
payment shall be made in the form of cash; if the Company approves,
by withholding from delivery shares upon the lapse of restrictions
shares of Common Stock having a fair market value (determined as of
the date as to which the amount of tax to be withheld is
determined) equal to the minimum amount of tax required to be
withheld; or in such other manner as the Company in its sole
discretion may permit from time to time in accordance with Section
3.4 of the Plan. It is understood and agreed that if the Grantee
fails to elect an alternative method of payment or to make such
payment to the Company in a timely manner, the Company may withhold
from delivery shares of Common Stock, as set forth above, in order
to satisfy such withholding requirements. The Grantee further
agrees and
acknowledges that all other taxes, duties and
fees related to the lapse of restrictions are for the
Grantee’s account and must be paid directly by the Grantee.
The Grantee may not make an election pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, with respect to the
grant of any shares of Restricted Stock hereunder.
SECTION 5. Termination of
Employment .
(a) Effective as of the date of the
Grantee’s termination of employment with the Company for any
reason, all Restricted Stock which is unvested or as to which all
restrictions have not lapsed as provided in Section 2 of this
Agreement shall be cancelled, except to the extent the Committee
may otherwise determine.
(b) Nothing in the Plan or this Agreement
shall confer upon the Grantee or any other person the right to
continue in the employment of the Company or affect any right which
the Company may have to terminate the employment of the Grantee or
any other person.
(c) If the Grantee ceases employment with
the Company and accepts employment with a competitor in violation
of the Company’s Employee Agreement as to Confidentiality and
Non-Competition, as in effect from time to time, or any other
non-competition agreement or covenant executed by the Grantee, then
the value of any Restricted Stock which vested during the 12 month
period prior to the date of termination shall be repaid to the
Company by the Grantee, in cash, within ten (10) days of such
acceptance of employment and the Company is hereby authorized to
deduct such amount from any other amounts otherwise due the
Grantee.
SECTION 6. Plan Provisions to
Prevail . This Agreement shall be
subject to all of the terms and provisions of the Plan, as may be
amended from time to time, which are incorporated hereby and made a
part hereof, including, without limitation, the provisions of
Section 2.9(c) of the Plan (generally prohibiting the sale of
shares not owned or immediately issuable and failure to duly
deliver shares in settlement), Section 3.2 of the Plan (generally
relating to consents required by securities and other laws),
Section 3.5 of the Plan (relating to changes in capitalization) and
Section 3.11 of the Plan (generally relating to the effects of
certain reorganizations and other extraordinary transactions). Any
term defined in the Plan shall have the same meaning in this
Agreement. In the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the
Plan shall govern.
SECTION 7. Grantee’s
Acknowledgment . By entering into this
Agreement, the Grantee agrees and acknowledges that (a) he has
received, read and understood a copy of the Plan, including
Section 3.8(c) of the Plan (generally relating to waivers of
claims to continued exercise or vesting of awards, damages and
severance entitlements related to non-continuation of awards), and
this Agreement and accepts the shares of Restricted Stock upon all
of the terms thereof, and (b) that no member of the Committee
shall be liable for any Plan Action (as defined in the Plan),
including without limitation any action or determination made in
good faith with respect to the Plan or any award thereunder or
under this Agreement. The Grantee has reviewed with his or her own
advisors the tax and other consequences of the transactions
contemplated by this Agreement. The Grantee is relying solely on
such advisors and not on any statements or representations of the
Company or any of its agents with respect to all matters of this
Agreement.
SECTION 8.
Nontransferability . No shares of
Restricted Stock granted to the Grantee under this Agreement shall
be assignable or transferable by the Grantee (voluntarily or by
operation of law), other than by will or by the laws of descent and
distribution prior to the lapse of restrictions set forth in the
Plan and this Agreement applicable thereto.
SECTION 9. Legend on
Certificates . The Grantee agrees that
any certificate issued for shares of Restricted Stock prior to the
lapse of any outstanding restrictions relating thereto shall be
inscribed with the following legend:
This certificate and the shares of stock represented hereby
are subject to the terms and conditions, including forfeiture
provisions and restrictions against transfer (the
‘‘Restrictions’’), contained in the Second
Amended and Restated Revlon, Inc. Stock Plan (the
‘‘Plan’’) and an agreement entered into
between the registered owner and Revlon, Inc. (the
‘‘Agreement’’). Any attempt to dispose of
these
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shares in contravention of the Restrictions,
including by way of sale, assignment, transfer, pledge,
hypothecation, encumbrance or otherwise, shall be null and void and
without effect.
SECTION 10. Conditions
.
(a) Notwithstanding anything contained in
this Agreement to the contrary the grant of the award pursuant to
Section 1 hereof is conditioned upon and subject to the
Grantee’s execution and delivery to the Company of an
executed copy of this Agreement.
(b) By entering into this Agreement and
as a condition for receiving the grant of the award pursuant to
Section 1 hereof, the Grantee agrees to fully comply in all
respects with the terms of the Company’s Employee Agreement
as to Confidentiality and Non-Competition, whether or not the
Grantee is a signatory thereof, with the same effect as if the same
were set forth herein in full.
SECTION 11. Notices
. Any notice to be given to the Company
hereunder shall be in writing and shall be addressed to the
Treasurer of Revlon, with a copy to the Executive Vice President,
Human Resources and Chief Legal Officer, each at 237 Park Avenue,
New York, NY 10017, or at such other address as the Company may
hereafter designate to the Grantee by notice as provided herein.
Any notice to be given to the Grantee hereunder shall be addressed
to the Grantee at the address set forth below, or at such other
address as the Grantee may hereafter designate to the Company by
notice as provided herein. Notices hereunder shall be deemed to
have been duly given when received by personal delivery or by
registered or certified mail to the party entitled to receive the
same.
SECTION 12. Successors and
Assigns . This Agreement shall be
binding upon and inure to the benefit of the parties hereto and the
successors and assigns of the Company and, to the extent set forth
in Section 3.3 of the Plan and
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