deemed to be a breach of this Agreement by RCPC for purposes of Section 4.4. Additionally, theExecutive may terminate the Term at any time upon sixty (60) days’ prior written notice to theCompany and such termination shall not be deemed a breach of this Agreement. During any periodthat the Executive’s employment shall continue following the end of the Term, the Executive shallbe deemed an employee at will, provided, however, that the Executive shall be eligible forseverance on the terms and subject to the conditions of the Revlon Executive Severance Pay Plan asin effect from time to time, or such plan or plans, if any, as may succeed it (the “ExecutiveSeverance Plan”), provided that the Severance Period for the Executive under the ExecutiveSeverance Plan shall be 24 months, subject to the terms and conditions of such plan.          2.2 Special Curtailment. The Term shall end earlier than the date provided in Section2.1, if sooner terminated pursuant to Section 4.     3. Compensation; Benefits.          3.1 Salary. As compensation for all services to be rendered pursuant to thisAgreement, RCPC agrees to pay the Executive during the Term a base salary, payable in bi-weeklyarrears, at the annual rate of not less than $150,000 (the “Base Salary”). All payments of BaseSalary or other compensation hereunder shall be less such deductions or withholdings as arerequired by applicable law and regulations. The Base Salary shall be reviewed by Revlon’s Board ofDirectors or Compensation Committee from time to time. In the event that Revlon’s Board ofDirectors or Compensation Committee, in its sole discretion, determines to increase the BaseSalary, such increased amount shall, from and after the effective date of the increase, constitute“Base Salary” for purposes of this Agreement.          3.2 Incentive Compensation. The Executive shall not be eligible for further awardsunder the Third Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”), the RevlonExecutive Incentive Compensation Plan, or any plan that may replace either of such plans.          3.3 Business Expenses. RCPC shall pay or reimburse the Executive for all reasonableexpenses actually incurred or paid by the Executive during the Term in the performance of theExecutive’s services under this Agreement, subject to and in accordance with the Revlon Travel andEntertainment Policy as in effect from time to time, or such policy or policies, if any, as maysucceed it.          3.4 Vacation. During each year of the Term, the Executive shall be entitled to avacation period or periods in accordance with the vacation policy of the Company as in effect fromtime to time, but not less than four weeks.          3.5 Fringe Benefits. During the Term, the Executive shall be entitled to participatein 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 totime in effect (or their successors) generally made available to other executives of theExecutive’s level and in such other plans and programs and in such perquisites as may be generallymade available to senior executives of the Company of the Executive’s level generally (other thanthe Company’s incentive compensation plans). Further, during the Term, the
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Executive will beeligible (a) to participate in Revlon’s Executive Financial Counseling and Tax Preparation Program,as from time to time in effect, or such program or programs, if any, as may succeed it, and (b) toreceive a car allowance at the rate of $15,000 per annum, which is intended to cover lease,insurance, operating and maintenance costs under the car allowance program as in effect from timeto time, or such program or programs, if any, as may succeed it.     4. Termination.          4.1 Death. If the Executive shall die during the Term, the Term shall terminate andno 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 3.5.          4.2 Disability. If during the Term the Executive shall become physically or mentallydisabled, whether totally or partially, such that the Executive is unable to perform theExecutive’s services hereunder for (i) a period of six consecutive months or (ii) shorter periodsaggregating six months during any twelve month period, RCPC may at any time after the last day ofthe six consecutive months of disability or the day on which the shorter periods of disabilityshall have equaled an aggregate of six months, by written notice to the Executive (but before theExecutive has returned to active service following such disability), terminate the Term and nofurther amounts or benefits shall be payable hereunder.          4.3 Cause. RCPC may at any time by written notice to the Executive terminate the Termfor “Cause” and, upon such termination, the Executive shall be entitled to receive no furtheramounts or benefits hereunder, except for accrued, but unpaid, salary as of such date and asrequired by law. As used herein the term “Cause” shall mean gross neglect by the Executive of theExecutive’s duties hereunder, conviction of the Executive of any felony, conviction of theExecutive of any lesser crime or offense involving the property of the Company or any of itsaffiliates, misconduct by the Executive in connection with the performance of the Executive’sduties hereunder or other material breach by the Executive of this Agreement (specificallyincluding, without limitation, Section 1.3), any breach of the Revlon Code of Business Conduct, orthe Employee Agreement as to Confidentiality and Non-Competition, or any other conduct on the partof the Executive which would make the Executive’s continued employment by the Company prejudicialin any material respect to the best interests of the Company.          4.4 Company Breach; Other Termination. The Executive shall be entitled to terminatethe Term and the Executive’s employment upon 60 days’ prior written notice (if during such periodRCPC fails to cure any such breach) in the event that RCPC materially breaches any of itsobligations hereunder. In addition, RCPC shall be entitled to terminate the Term and theExecutive’s employment at any time and without prior notice (otherwise than pursuant to theprovisions 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 theTerm otherwise than pursuant to the provisions of Section 4.2 or 4.3, RCPC agrees, and theCompany’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 and tocontinue the Executive’s participation in the medical, dental and group life
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insurance plans andother perquisites of the Company in which the Executive was entitled toparticipate pursuant to Section 3.5 (in each case less amounts required by law to be withheld)through the date on which the Term would have expired pursuant to Section 2.1, if RCPC had givennotice 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 suchplans, (2) life insurance continuation is subject to a limit of two years, (3) the Executive shallcease to be covered by medical and/or dental plans of the Company at such time as the Executivebecomes covered by like plans of another company, (4) the Executive shall, as a condition, executesuch release, confidentiality, non-competition and other covenants as would be required in orderfor the Executive to receive payments and benefits under the Executive Severance Plan referred toin clause (ii) below, and (5) any cash compensation paid or payable or any non-cash compensationpaid or payable in lieu of cash compensation earned by the Executive from other employment orconsultancy during such period (but not including any pension or retirement benefits payable by TheCoca Cola Company or Coca Cola Amatil Limited) shall reduce the payments provided for hereinpayable with respect to such other employment or consultancy, or               (ii) to make the payments and provide the benefits prescribed by the Executive Severance Planof the Company as in effect from time to time, upon the Executive’s compliance with the terms andconditions thereof, provided that the Severance Period for the Executive shall be 24 months.The Company shall provide the greater of the payments and other benefits described under clauses(i) and (ii) of this Section 4.4; provided, however, if the provision of any benefitsdescribed above would trigger a tax under Section 409A, the Company shall instead promptly pay tothe Executive in a cash lump sum payment an amount equal to the value (based on the then-currentcost to the Company) of such benefits. Any compensation earned by the Executive from otheremployment or a consultancy (but not including any pension or retirement benefits payable by TheCoca Cola Company or Coca Cola Amatil Limited) shall reduce the payments required pursuant toclause (i) above or shall be governed by the terms of the Executive Severance Plan in the case ofclause (ii) above.          4.5 Litigation Expenses. If RCPC and the Executive become involved in any action, suitor proceeding relating to the alleged breach of this Agreement by RCPC or the Executive, or anydispute as to whether a termination of the Executive’s employment is with or without Cause, then ifand to the extent that a final judgment in such action, suit or proceeding is rendered in favor ofthe 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 portionthereof adjudicated in favor of the Executive.          4.6 No Mitigation. In no event shall the Executive be obligated to seek otheremployment.          4.7 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 oncompensation or benefits deferred under certain “nonqualified deferred compensation plans” (asdefined under the Code). These plans may include, among others, nonqualified retirement plans,bonus plans, stock option plans, employment agreements and severance agreements. The Companyreserves the right to provide compensation or benefits under any
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such plan in amounts, at times andin a manner that minimizes taxes, interest or penalties as a result ofSection 409A, including any required withholdings, and the Executive agrees to cooperate withthe Company in such actions. Specifically, and without limitation of the previous sentence, if theExecutive is a “specified employee,” as such term is defined under Section 409A (generally one ofthe Company’s top 50 highest paid officers), to the extent required under Section 409A, the Companywill not make any payments to the Executive under this Agreement upon a “separation from service,”as such term is defined under Section 409A, until six months after the Executive’s date ofseparation from service or, if earlier, the date of the Executive’s death. Upon expiration of thesix-month period, or, if earlier, the date of the Executive’s death, the Company shall make apayment to the Executive (or his beneficiary or estate, if applicable) equal to the sum of allpayments that would have been paid to the Executive from the date of separation from service hadthe Executive not been a “specified employee” through the end of the six month period, andthereafter the Company will make all the payments at the times specified in this Agreement orapplicable policy as the case may be. In addition, the Company and the Executive agree that, forpurposes of this Agreement, termination of employment (or any variation thereof) will satisfy allof the requirements of “separation from service” as defined under Section 409A. For purposes ofthis Agreement, the right to a series of installment payments, such as salary continuation orseverance payments, shall be treated as the right to a series of separate payments and shall not betreated as a right to a single payment. For purposes of this Agreement, the term “Code” shall meanthe Internal Revenue Code of 1986, as amended, including all final regulations promulgatedthereunder, and any reference to a particular section of the Code shall include any provision thatmodifies, replaces or supersedes such section.     5. Protection of Confidential Information; Non-Competition.          5.1 The Executive acknowledges that the Executive’s services will be unique, that they willinvolve the development of Company-subsidized relationships with key customers, suppliers, andservice providers as well as with key Company employees and that the Executive’s work for theCompany will give the Executive access to highly confidential information not available to thepublic or competitors, including trade secrets and confidential marketing, sales, productdevelopment and other data and plans which it would be impracticable for the Company to effectivelyprotect and preserve in the absence of this Section 5 and the disclosure or misappropriation ofwhich could materially adversely affect the Company. Accordingly, the Executive agrees:
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          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 toany other entity or person any confidential information acquired by the Executive concerning theCompany’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, anyinformation regarding personal matters of any directors, officers, employees or agents of theCompany or its affiliates or their respective family members, or any information concerning thecircumstances of the Executive’s employment and any termination of the Executive’s employment withthe Company or any information regarding discussions related to any of the foregoing. Theforegoing prohibitions shall include, without limitation, directly or indirectly publishing (orcausing, participating in, assisting or providing any statement, opinion or information inconnection with the publication of) any diary, memoir, letter, story, photograph, interview,article, essay, account or description (whether fictionalized or not) concerning any of theforegoing, 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 theinternet. In the event that the Executive is requested or required to make disclosure ofinformation subject to this Section 5.1.1 under any court order, subpoena or other judicialprocess, the Executive will promptly notify RCPC, take all reasonable steps requested by RCPC todefend against the compulsory disclosure and permit RCPC, at its expense, to control with counselof its choice any proceeding relating to the compulsory disclosure. The Executive acknowledges thatall information the disclosure of which is prohibited by this section is of a confidential andproprietary character and of great value to the Company; and          5.1.2 to deliver promptly to the Company on termination of the Executive’s employment with theCompany, 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’sbusiness and all property associated therewith, which the Executive may then possess or have underthe Executive’s control.          5.2 In consideration of RCPC’s covenant in Section 4.4, the Executive agrees (i) in allrespects fully to comply with the terms of the Employee Agreement as to Confidentiality andNon-Competition referred to in the Executive Severance Plan (the “Non-Competition Agreement”),whether or not the Executive is a signatory thereof, with the same effect as if the same were setforth herein in full, and (ii) in the event that the Executive shall terminate the Executive’semployment otherwise than as provided in Section 4.4, the Executive shall comply with therestrictions set forth in paragraph 9(e) of the Non-Competition Agreement through the date on whichthe Term would then otherwise have expired pursuant to Section 2.1, subject only to the Companycontinuing 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 otherprovision 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 andbenefits provided for in this Agreement, except as may otherwise be required bylaw in the case of qualified benefit plans;
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5.3.2 the right and remedy to have the provisions of this Agreement specificallyenforced by any court having equity jurisdiction, it being acknowledged andagreed that any such breach will cause irreparable injury to the Company andthat money damages and disgorgement of profits will not provide an adequateremedy to the Company, and, if the Executive attempts or threatens to commit abreach of any of the provisions of Sections 5.1 or 5.2, the right and remedy tobe granted a preliminary and permanent injunction in any court having equityjurisdiction against the Executive committing the attempted or threatened breach(it being agreed that each of the rights and remedies enumerated above shall beindependent of the others and shall be severally enforceable, and that all ofsuch rights and remedies shall be in addition to, and not in lieu of, any otherrights and remedies available to RCPC under law or in equity); and5.3.3 the right and remedy to require the Executive to account for and pay overto the Company all compensation, profits, monies, accruals, increments or otherbenefits (collectively “Benefits”) derived or received by the Executive as theresult of any transactions constituting a breach of any of the provisions ofSections 5.1 or 5.2 hereof, and the Executive hereby agrees to account for andpay 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 ofthe covenant or covenants, which shall be given full effect, without regard to the invalidportions.          5.5 If any of the covenants contained in Sections 5.1 or 5.2, or any part thereof, are held tobe unenforceable because of the duration of such provision or the area covered thereby, the partiesagree that the court making such determination shall have the power to reduce the duration and/orarea of such provision so as to be enforceable to the maximum extent permitted by applicable lawand, in its reduced form, said provision shall then be enforceable.          5.6 The parties hereto intend to and hereby confer jurisdiction to enforce the covenantscontained in Sections 5.1, 5.2 and 5.3 upon the courts of any state or country within thegeographical scope of such covenants. In the event that the courts of any one or more of suchstates or countries shall hold such covenants wholly unenforceable by reason of the breadth of suchcovenants or otherwise, it is the intention of the parties hereto that such determination not baror in any way affect RCPC’s right to the relief provided above in the courts of any other states orcountries within the geographical scope of such covenants as to breaches of such covenants in suchother respective jurisdictions, the above covenants as they relate to each state or country beingfor this purpose severable into diverse and independent covenants.          5.7 Any termination of the Term or the Executive’s employment shall have no effect on thecontinuing operation of this Section 5.
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     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 patentableor not, conceived, developed, invented or made by him 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 itssubsidiaries 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’stime or with the use of the Company’s facilities or materials. The Executive shall further: (a)promptly disclose such Inventions to the Company; (b) assign to the Company, without additionalcompensation, all patent and other rights to such Inventions for the United States and foreigncountries; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony insupport of the Executive’s inventorship.          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’semployment with the Company, it is to be presumed that the Invention was conceived or made duringthe Term.          6.3 The Executive agrees that the Executive will not assert any rights to any Invention ashaving been made or acquired by the Executive prior to the date of this Agreement, except forInventions, if any, disclosed to the Company in writing prior to the date hereof.     7. Intellectual Property.     Notwithstanding and without limitation of Section 6, the Company shall be the sole owner ofall 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 orcreate in connection with or during the Term, free and clear of any claims by the Executive (oranyone claiming under the Executive) of any kind or character whatsoever (other than theExecutive’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 deemnecessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend itsright, title or interest in or to any such properties.     8. Revlon Code of Business Conduct.     In consideration of the Company’s execution of this Agreement, the Executive agrees in allrespects to fully comply with the terms of the Revlon Code of Business Conduct, annexed atSchedule A, whether or not he is a signatory thereof, with the same effect as if the samewere set forth herein in full.
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     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 orsustained by the Executive in connection with any action, suit or proceeding to which the Executivemay be made a party, brought by any shareholder of the Company directly or derivatively or by anythird party by reason of any act or omission of the Executive as an officer, director or employeeof 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 givenhereunder 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 tothe Company shall be sent simultaneously by fax and email, as follows (or to such other address aseither party shall designate by notice in writing to the other in accordance herewith):     If to the Company, to:Revlon Consumer Products Corporation