exv10w7






     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 1,
2009 (the “Effective Date”), is entered into by and between Revlon Consumer Products Corporation, a
Delaware corporation (“RCPC” and, together with its parent Revlon, Inc. (“Revlon”) and its
subsidiaries, the “Company”), and Chris Elshaw (the “Executive”).



R E C I T A L S




     WHEREAS, RCPC wishes to continue to employ the Executive and the Executive wishes to accept
continued employment with the Company on the terms and conditions set forth in this Agreement.



     NOW, THEREFORE, 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. The Executive’s title
shall be Executive Vice President and Chief Operating Officer of Revlon and RCPC, responsible for
overseeing the operating results of the Company’s U.S. Region and each of the Company’s
international regions, including Asia Pacific, Latin America and Europe. The Executive shall
report to the Chief Executive Officer of Revlon or his or her designee. The Executive shall be a
member of RCPC’s Operating Committee, as may be in effect from time to time, and shall continue to
serve on such Committee at RCPC’s discretion.



          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 RCPC 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 Effective Date and shall end twenty-four (24) months after RCPC
provides to the Executive notice of non-renewal, unless 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 Revlon Executive Severance
Pay Plan, as in effect from time to time, or such plan or plans, if any as may succeed it (the
“Executive Severance Plan”), provided,



 









 




further, that the severance continuation payable to the Executive under the
Executive Severance Plan shall be not less than a total of 24 months, subject to the terms and
conditions of such plan.




          2.2 Curtailment of Term. The Term shall end earlier than the date provided in Section
2.1, if sooner terminated pursuant to Section 4. RCPC shall have the right to give written notice
of termination of the Term for any reason, at any time, and any such notice shall not be deemed a
breach of this Agreement.



     3. Compensation; Benefits.



          3.1 Salary. RCPC agrees to pay the Executive during the Term a base salary in
accordance with RCPC’s normal payroll practices, at the annual rate of not less than $700,000 (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 increases in connection with the Executive’s performance evaluations, which
are performed in accordance with RCPC’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.



          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, 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 year, the Executive shall be entitled to receive the Executive’s bonus (if not already
paid) with respect to the calendar 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. Subject to the Executive’s continued employment, the
Executive shall be eligible for recommendation to the Compensation Committee or other committee of
the Board administering the Third 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, in accordance with the Company’s long-term
stock incentive program as in effect from time to time, 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



Page 2 of 15









 




Executive’s services under this Agreement, subject to and in accordance with the Revlon Travel and
Entertainment Policy as in effect from time to time, or such policy or policies, if any, as may
succeed it.




          3.5 Vacation. During each calendar year of the Term, the Executive shall be entitled
to a vacation period or periods in accordance with the vacation policy of RCPC as in effect from
time to time, but not less than four weeks for a full calendar year, plus an additional week of
paid “home leave” (as described in Section 3.8).



          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 RCPC 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 RCPC of the Executive’s level generally in
the U.S. 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, and (b)
to receive a car allowance at the rate of $15,000 per annum before taxes, under the car allowance
program as in effect from time to time. The Executive acknowledges that, except for rights under
the Company’s U.K. benefit plans vested prior to the Effective Date in connection with his former
assignments, he will no longer participate in any U.K. benefits plans during the Term.



          3.7 Internal Revenue Code Section 409A. Section 409A of the Code (as defined below)
and/or its related rules and regulations (“Section 409A”), imposes additional taxes and interest on
compensation or benefits deferred under certain “nonqualified deferred compensation plans” (as
defined under the Code). These plans may include, among others, nonqualified retirement plans,
bonus plans, stock option plans, employment agreements and severance agreements. The Company
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, and the Executive agrees to cooperate with the Company in such actions.
Specifically, and without limitation of the previous sentence, if the Executive is a “specified
employee,” as such term is defined under Section 409A (generally one of the Company’s top 50
highest paid officers), to the extent required under Section 409A, the Company will not make any
payments to the Executive under this Agreement upon a “separation of service,” as such term is
defined under Section 409A, until six months after the Executive’s date of separation from service
or, if earlier, the date of the Executive’s death. Upon expiration of the six-month period, or, if
earlier, the date of the Executive’s death, the Company shall make a payment to the Executive (or
his beneficiary or estate, if applicable) equal to the sum of all payments that would have been
paid to the Executive from the date of separation from service had the Executive not been a
“specified employee” through the end of the six month period, and thereafter the Company will make
all the payments at the times specified in this Agreement or applicable policy as the case may be.
In addition, the Company and the Executive agree that, for purposes of this Agreement, termination
of employment (or any variation thereof) will satisfy all of the requirements of “separation from
service” as defined under Section 409A. For purposes of this Agreement, the right to a series of
installment payments, such as salary continuation or severance payments, shall be treated as the
right to a series of separate payments and shall not be treated as a right to a single payment.
For purposes of this Agreement, the term “Code” shall mean the Internal Revenue Code of 1986, as
amended, including all final regulations promulgated thereunder, and any reference to a particular
section of the Code shall include any provision that modifies, replaces or supersedes such section.



          3.8 Certain Other Benefits.



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               (a) Housing Allowance. From the Effective Date through the earlier of December 31,
2012 or the termination of the Term or the Executive’s employment hereunder, RCPC will provide the
Executive with an annual housing rental allowance, paid monthly, in the annual gross amount of
$150,000. RCPC shall also pay or reimburse the Executive for any and all local housing lease
termination costs owed by the Executive, as lessee, in the event the Executive is terminated by
RCPC under Section 4.4 prior to December 31, 2012 and provides RCPC with written notice of lease
termination within 60 days of the termination date.



               (b) Home Leave; Tax Services.



                    (i) During each calendar year during the Term, the Executive will be entitled to one week of
“home leave” (with round trip business class air fare between the U.S. and the U.K. to be
reimbursed by RCPC in accordance with and subject to its expense reimbursement policy) to address
personal issues and to visit with family and friends. This week of home leave shall be
supplemental to the Executive’s standard vacation time to which the Executive may be entitled under
RCPC’s vacation policy, as in effect from time to time (or any successor policy).



                    (ii) RCPC shall make available to the Executive, at RCPC’s cost, a tax accounting firm or
consultant (e.g., Ernst & Young or such other tax advisor as RCPC may from time to time designate)
(the “Service Provider”) to prepare all required individual income tax returns, whether individual
or joint, reporting Company-related income for the Executive for both the U.K. and the U.S. for
each tax year during the Term. Any Service Provider shall provide necessary assistance to the
extent required by taxing authorities in the U.S. or U.K. for returns prepared by them under this
subsection.



                    (iii) RCPC shall pay the fees and expenses necessary to secure for the Executive appropriate
visas for the period of the Term, to permit the engagement contemplated hereby.



               (c) Repatriation. In the event RCPC terminates the Term, other than for Cause, under
Section 4.4, or the Term expires following notice of non-renewal, as the case may be, upon the
Executive’s request, RCPC shall reimburse the Executive for the reasonable, actual and documented
moving expenses actually incurred by the Executive to relocate himself and his personal possessions
from his then current primary residence in the U.S. back to the U.K., including one-way business
class airfare.



     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 any 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 Termination by RCPC for 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



Page 4 of 15









 




and as required by law. As used herein, the term “Cause” shall mean (a) gross neglect by the
Executive of the Executive’s duties hereunder, (b) 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, (c) 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 1.2 and Section 1.4), (d) any breach of the Revlon Code of
Business Conduct or the Employee’s Agreement as to Confidentiality and Non-Competition, or (e) 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 Other Termination. RCPC shall be entitled to terminate the Term and the
Executive’s employment at any time and without prior notice pursuant to this Section 4.4 for any
reason other than those set forth in Section 4.2 or 4.3. In consideration of the Executive’s
covenant in Section 5.2, in the event RCPC so terminates the Term otherwise than pursuant to the
provisions of Section 4.2 or 4.3, RCPC agrees, and RCPC’s sole obligation arising from such
termination shall be, 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 of RCPC in
which the Executive was entitled to participate pursuant to Section 3.6 (in each case less amounts
required by law or the employee contribution provisions of the applicable plans 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 RCPC 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 to receiving the benefits
described herein, 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 Plan that is applicable to the Executive referred to in clause (ii) below (or otherwise
in such form as RCPC shall request), 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 Executive Severance Plan that is applicable to the Executive, as such
policy is in effect from time to time.



          RCPC shall provide the greater of the payments and other benefits described under clauses (i)
and (ii) immediately above; provided, however, if the provision of any benefits described
above would trigger a tax under Section 409A, the Company shall instead promptly pay to the
Executive in a cash lump sum payment an amount equal to the value (based on the then-current cost
to the Company) of such benefits. Any compensation earned by the Executive from other employment
or a consultancy shall reduce the payments required pursuant to clauses (i) and (ii) above. If the
Executive’s employment is terminated pursuant to this Section 4.4, both the Executive and RCPC
agree that neither party will take any action such that this termination does not qualify as a
separation from service under Section 409A.



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          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 RCPC, to divulge to any
other entity or person any confidential information acquired by the Executive concerning the
Company’s or its affiliates’ financial affairs, business processes or methods, research,
development or marketing programs or plans, or trade secrets, or any information regarding the
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 RCPC 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;
and



               5.1.2 to deliver promptly to RCPC on termination of the Executive’s employment with RCPC, 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 (the “Non-Competition Agreement”), whether or not the Executive is a signatory
thereof,



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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, 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 had RCPC provided the notice of non-renewal prescribed by Section
2.1, subject only to RCPC 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
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 RCPC 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 countries 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
countries 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 or country being
for this purpose severable into diverse and independent covenants.



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          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 the Executive 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 RCPC; (b) assign to RCPC, 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 and RCPC’s claim thereto.



          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 RCPC, 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 RCPC in writing prior to the date hereof.



     7. Intellectual Property.



     Notwithstanding and without limitation of Section 6, RCPC 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.



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     8. Revlon Code of Business Conduct.



     In consideration of RCPC’s execution of this Agreement, the Executive agrees in all respects
to fully comply with the terms of the Revlon Code of Business Conduct, annexed at Schedule
A, whether or not the Executive is 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 indemnify the Executive 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 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 RCPC 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):



     If to RCPC, to:


Revlon Consumer Products Corporation

237 Park Avenue

New York, New York 10017

Attention: Robert K. Kretzman, Executive Vice President, Human Resources and Chief

Legal Officer

Fax: 212-527-5693

Email: robert.kretzman@revlon.com




     If to the Executive, to the Executive’s principal residence as reflected in the records of
RCPC.



     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. Each party to this Agreement hereby waives the right to a jury
trial in any lawsuit arising out of or relating to this Agreement or Executive’s employment by or
termination of employment with RCPC.



          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 without limitation any offer



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letter, term sheet or prior employment agreement relating to the Executive’s former employment by
Revlon U.K. or any other subsidiary of Revlon. 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 shall be binding on the parties hereto and their respective successors and
assigns. 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 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.



          11.7 All payments due or otherwise payable to the Executive hereunder shall be paid in U.S.
dollars, except where this Agreement specifically provides otherwise.



          11.8 Any termination of the Term effected hereunder shall have the effect of terminating this
Agreement. The termination of this Agreement shall not affect the operative provisions of this
Agreement necessary to enforce the parties’ rights hereunder, all of which shall survive any such
termination in accordance with their terms.



     12. Certain Terms. 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.



     13. Change of Control.



          13.1 Change of Control Payments and Benefits.



               (a) Extension of Term. In the event of any Change of Control, as defined on
Schedule B, the Term of this Agreement shall be automatically extended for 24 months from
the effective date (the “COC Effective Date”) of any such Change of Control (the “Extended Term”).



               (b) Benefit Continuation; Bonus and Salary Payment. If, during the Extended Term, the
Executive terminates the Term of Executive’s employment for “COC Good Reason” (as defined



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below in subclause (b)(iii)) or if RCPC terminates the Term of the Executive’s employment other than for
“Cause” (as defined in Section 4.3) —





          (i) to the extent available under applicable law and the Company’s benefit programs,
the Company shall provide, for a period of two years from such termination date, all fringe
benefits then provided to the Executive, including, without limitation, qualified and
non-qualified defined benefit, defined contribution, insurance, medical, dental, disability,
automobile, financial planning, tax preparation 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 COC Effective Date. To the extent that such benefits are not or cease
being available under applicable law or the Company’s benefit programs, or such benefits
would trigger a tax under Section 409A, the Company shall immediately pay to the Executive
in a cash lump sum payment an amount equal to the value (based on the then current cost to
the Company) of such benefits (or the remaining eligible portion thereof, as the case may
be) and shall have no further obligation to continue to provide the benefits under this
Section;




          (ii) RCPC shall immediately pay to the Executive in a cash lump sum payment two times
the sum of (A) the greater of the Executive’s Base Salary in effect on (1) the COC Effective
Date or (2) such termination date plus (B) the average amount of the gross bonus amounts
earned by the Executive over the five calendar years preceding such termination (or if
employed by the Company for less than five calendar years, the actual number of calendar
years for which the Executive was eligible to receive a bonus payment), provided, however,
that RCPC shall make such cash payment not later than two-and-one-half months after the end
of the year of the termination of the Term of the Executive’s employment.




          (iii) “COC Good Reason” means, for purposes of this subclause (b) only (and not for any
other purpose or reason under this Agreement): (A) a material adverse change in the
Executive’s job responsibilities; (B) any reduction in the Executive’s Base Salary; (C) any
reduction in the Executive’s annual bonus opportunity; (D) any reduction in the Executive’s
aggregate value of benefits; or (E) the Executive’s being required by RCPC to relocate
beyond a 50 mile radius of the Executive’s then current residence.




          (iv) The Executive shall have no duty to mitigate by seeking other employment or
otherwise and no compensation earned by the Executive from other employment, a consultancy
or otherwise shall reduce any payments provided for under this Section 13.



                    (c) Equity Compensation. In the event of any Change of Control, all then unvested
stock options and restricted shares held by the Executive shall immediately vest and be fully
exercisable and all restrictions shall lapse.



                    (d) Governing Provision. In the event of any conflict between this Section 13 and any
other section or provision of the Agreement, except as otherwise provided in Section 3.7, the
section which provides the Executive with the most favored treatment in the event of a Change of
Control shall govern and prevail.



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          13.2 Section 280G.



               (a) If the aggregate of all amounts and benefits due to the Executive under this Agreement or
any other plan, program, agreement or arrangement of RCPC or any of its affiliates, which, if
received by the Executive in full, would constitute “parachute payments” as such term is defined in
and under Section 280G of the Code (collectively, “Change of Control Benefits”), reduced by all
Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to
Section 4999 of the Code, is less than the amount the Executive would receive, after all such
applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount
which is $1.00 less than three times the Executive’s “base amount,” as defined in and determined
under Section 280G of the Code, then such Change of Control Benefits shall be reduced or eliminated
to the extent necessary so that the Change of Control Benefits received by the Executive will not
constitute parachute payments. If a reduction in the Change of Control Benefits is necessary,
reduction shall occur in the following order unless the Executive elects in writing a different
order, subject to RCPC’s consent (which consent shall not be unreasonably withheld): first, a
reduction of cash payments not attributable to equity awards which vest on an accelerated basis;
second, the cancellation of accelerated vesting of stock awards; third, the reduction of employee
benefits; and fourth, a reduction in any other “parachute payments.” If acceleration of vesting of
stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the
reverse order of the date of grant of the Executive’s stock awards unless the Executive elects in
writing a different order for cancellation.



               (b) It is possible that after the determinations and selections made pursuant to Section
13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate,
either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to
as an “Excess Payment” or “Underpayment”, respectively). If there is an Excess Payment, the
Executive shall promptly repay RCPC an amount consistent with this Section 13.2. If there is an
Underpayment, RCPC shall pay the Executive an amount consistent with this Section 13.2.



               (c) The determinations with respect to this Section 13.2 shall be made by an independent
auditor (the “Auditor”) compensated by RCPC. The Auditor shall be the Company’s regular
independent auditor, unless the Executive objects to the use of that firm, in which event the
Auditor shall be a nationally-recognized United States public accounting firm chosen by the Company
and approved by the Executive (which approval shall not be unreasonably withheld or delayed).



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	REVLON CONSUMER PRODUCTS CORPORATION

 	 
	 
	 	By	 	   /s/ Robert K. Kretzman
 	 
	 	 	 	Robert K. Kretzman 	 
	 	 	 	Executive Vice President, Human Resources

and Chief Legal Officer 	 
	 
	 	 	 
	 	 	 	     /s/ Chris Elshaw
 	 
	 	 	 	Chris Elshaw 	 
	 	 	 



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SCHEDULE A




REVLON CODE OF BUSINESS CONDUCT



(copy on file)



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SCHEDULE B




CHANGE OF CONTROL


A “Change of Control” shall be deemed to have occurred if the event set forth in any one of the
following paragraphs shall have occurred:






(i) any Person, other than one or more Permitted Holders, is or becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
this definition a Person will be deemed to have “beneficial ownership” of all shares that
any such Person has the right to acquire, whether such right is exercisable immediately or
only after the passage of time), directly or indirectly, of more than 50% of the total
voting power of the Voting Stock of the Company; provided that under such circumstances the
Permitted Holders do not have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the Board of Directors of the Company (for the
purposes of this clause (i) and clause (iii), such other Person will be deemed to
beneficially own any Voting Stock of a specified corporation held by a parent corporation,
if such other Person beneficially owns, directly or indirectly, more than 50% of the voting
power of the Voting Stock of such parent corporation and the Permitted Holders do not have
the right or ability by voting power, contract or otherwise to elect or designate for
election a majority of the Board of Directors of such parent corporation);




(ii) during any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new directors
whose election by such Board of Directors or whose nomination for election by the
shareholders of the Company was approved by a vote of 66-2/3% of the directors of the
Company then still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason
to constitute a majority of the Board of Directors of the Company then in office;




(iii) the shareholders of the Company approve a plan of complete liquidation or dissolution
of the Company or there is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity in which any
Person, other than one or more Permitted Holders is or becomes the Beneficial Owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this
definition a Person will be deemed to have “beneficial ownership” of all shares that any
Person has the right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of securities of such entity representing 50%
or more of the combined voting power of such entity’s Voting Stock, and the Permitted
Holders “beneficially own” (as so defined) directly or indirectly, in the aggregate a lesser
percentage of the total voting power of the Voting Stock of such entity than such other
Person and do not have the right or ability by voting power, contract or otherwise to elect
or designate for election a majority of the Board of Directors of such entity; or




(iv) a “Change of Control” shall have occurred under, and as defined in, the indenture
governing Revlon Consumer Products Corporation’s 8 5/8% Senior Subordinated Notes Due 2008
or any other Subordinated Obligations of Revlon Consumer Products Corporation so long as
such 8 5/8% Senior Subordinated Notes Due 2008 or Subordinated Obligations are outstanding.


Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue
of the consummation of any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately prior to such transaction
or series of






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transactions continue to have substantially the same combined voting power of the
Voting Stock in an entity which owns all or substantially all of the assets of the Company immediately following such
transaction or series of transactions.



“Capital Stock” of any Person shall mean any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into or exchangeable for such equity.



“Company” means Revlon, Inc. together with its subsidiaries, including, without limitation, Revlon
Consumer Products Corporation.



“8 5/8% Senior Subordinated Notes Due 2008” means Revlon Consumer Products Corporation’s 8 5/8%
Senior Subordinated Notes due 2008 and any notes exchanged therefore.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



“Permitted Holders” means Ronald O. Perelman (or in the event of his incompetence or death, his
estate, heirs, executor, administrator, committee or other personal representative (collectively,
“heirs”)) or any Person controlled, directly or indirectly, by Ronald O. Perelman or his heirs.



“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any
of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of stock
of the Company.



“Preferred Stock,” as applied to the Capital Stock of the Company, means Capital Stock of any class
or classes (however designated) which is preferred as to the payment of dividends, or as to the
distribution of assets upon any voluntary or involuntary liquidation or dissolution of the Company,
over shares of Capital Stock of any other class of the Company.



“Subordinated Obligations” has the meaning ascribed thereto in the indenture for Revlon Consumer
Products Corporation’s 91/2% Senior Notes due 2011.



“Voting Stock” means all classes of Capital Stock of the Company then outstanding and normally
entitled to vote in the election of Directors.





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