further, that the severance continuation payable to the Executive under theExecutive Severance Plan shall be not less than a total of 24 months, subject to the terms andconditions of such plan.          2.2 Curtailment of Term. The Term shall end earlier than the date provided in Section2.1, if sooner terminated pursuant to Section 4. RCPC shall have the right to give written noticeof termination of the Term for any reason, at any time, and any such notice shall not be deemed abreach of this Agreement.     3. Compensation; Benefits.          3.1 Salary. RCPC agrees to pay the Executive during the Term a base salary inaccordance 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 suchdeductions or withholdings as are required by applicable law and regulations. The Executive willbe considered for merit increases in connection with the Executive’s performance evaluations, whichare performed in accordance with RCPC’s salary administration policies and procedures. In theevent 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 “BaseSalary” for purposes of this Agreement.          3.2 Bonus. The Executive shall be eligible to participate in the Revlon ExecutiveBonus 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 significantlyover-achieving performance objectives set by the Compensation Committee or its designee and targetbonus eligibility of 75% of Base Salary for achieving performance objectives set by theCompensation Committee or its designee, subject to the terms and conditions of such Bonus Plan. Inthe event that the Executive’s employment shall terminate pursuant to Section 4.4, the Executive’sbonus with respect to the year during which such termination occurs shall be prorated for theactual number of days of active employment during such year and such bonus as prorated shall bepayable (i) if and to the extent bonuses are payable to executives under the Bonus Plan for thatyear based upon achievement of the objectives set for that year and not including any discretionarybonus amounts which may otherwise be payable to other executives despite non-achievement of bonusobjectives for such year and (ii) on the date bonuses would otherwise be payable to executivesunder the Bonus Plan. Notwithstanding anything herein or contained in the Bonus Plan to thecontrary, in the event that the Executive’s employment shall terminate pursuant to Section 4.4during any year, the Executive shall be entitled to receive the Executive’s bonus (if not alreadypaid) with respect to the calendar year immediately preceding the year of termination (if bonuseswith respect to such year are payable to other executives based upon achievement of bonusobjectives and not based upon discretionary amounts which may be paid to other executives despitenon-achievement of bonus objectives) as and when such bonuses would otherwise be payable toexecutives under the Bonus Plan, despite the fact that Executive may not be actively employed onsuch date of payment.          3.3 Stock-Based Compensation. Subject to the Executive’s continued employment, theExecutive shall be eligible for recommendation to the Compensation Committee or other committee ofthe Board administering the Third Amended and Restated Revlon, Inc. Stock Plan or any plan that mayreplace it, as from time to time in effect, to receive an award of stock options, restricted sharesor other awards during the Term, at levels, on terms, and at such times as are generally applicableto other senior executives of the Executive’s level, in accordance with the Company’s long-termstock incentive program as in effect from time to time, provided that the Executive must beactively employed on the date of such grant.          3.4 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 the
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Executive’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.          3.5 Vacation. During each calendar year of the Term, the Executive shall be entitledto a vacation period or periods in accordance with the vacation policy of RCPC as in effect fromtime to time, but not less than four weeks for a full calendar year, plus an additional week ofpaid “home leave” (as described in Section 3.8).          3.6 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 RCPC as from time to time ineffect (or their successors) generally made available to other executives of the Executive’s leveland in such other plans and programs and in such perquisites, as from time to time in effect, asmay be generally made available to senior executives of RCPC of the Executive’s level generally inthe U.S. Further, during the Term, the Executive will be eligible (a) to participate in Revlon’sExecutive 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 allowanceprogram as in effect from time to time. The Executive acknowledges that, except for rights underthe Company’s U.K. benefit plans vested prior to the Effective Date in connection with his formerassignments, 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 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 such plan in amounts, at times andin a manner that minimizes taxes, interest or penalties as a result of Section 409A, including anyrequired 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 “specifiedemployee,” as such term is defined under Section 409A (generally one of the Company’s top 50highest paid officers), to the extent required under Section 409A, the Company will not make anypayments to the Executive under this Agreement upon a “separation of service,” as such term isdefined under Section 409A, until six months after the Executive’s date of separation from serviceor, if earlier, the date of the Executive’s death. Upon expiration of the six-month period, or, ifearlier, the date of the Executive’s death, the Company shall make a payment to the Executive (orhis beneficiary or estate, if applicable) equal to the sum of all payments that would have beenpaid 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 makeall 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, terminationof employment (or any variation thereof) will satisfy all of the requirements of “separation fromservice” as defined under Section 409A. For purposes of this Agreement, the right to a series ofinstallment payments, such as salary continuation or severance payments, shall be treated as theright 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, asamended, including all final regulations promulgated thereunder, and any reference to a particularsection 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 theExecutive 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 leasetermination costs owed by the Executive, as lessee, in the event the Executive is terminated byRCPC under Section 4.4 prior to December 31, 2012 and provides RCPC with written notice of leasetermination 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 bereimbursed by RCPC in accordance with and subject to its expense reimbursement policy) to addresspersonal issues and to visit with family and friends. This week of home leave shall besupplemental to the Executive’s standard vacation time to which the Executive may be entitled underRCPC’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 orconsultant (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 individualor joint, reporting Company-related income for the Executive for both the U.K. and the U.S. foreach tax year during the Term. Any Service Provider shall provide necessary assistance to theextent required by taxing authorities in the U.S. or U.K. for returns prepared by them under thissubsection.                    (iii) RCPC shall pay the fees and expenses necessary to secure for the Executive appropriatevisas 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, underSection 4.4, or the Term expires following notice of non-renewal, as the case may be, upon theExecutive’s request, RCPC shall reimburse the Executive for the reasonable, actual and documentedmoving expenses actually incurred by the Executive to relocate himself and his personal possessionsfrom his then current primary residence in the U.S. back to the U.K., including one-way businessclass airfare.     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 any life insurance provided under Section 3.6.          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 Termination by RCPC for Cause. RCPC may at any time by written notice to theExecutive terminate the Term for “Cause” and, upon such termination, the Executive shall beentitled to receive no further amounts or benefits hereunder, except for accrued, but unpaid,salary as of such date
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and as required by law. As used herein, the term “Cause” shall mean (a) gross neglect by theExecutive 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 orany of its affiliates, (c) misconduct by the Executive in connection with the performance of theExecutive’s duties hereunder or other breach by the Executive of this Agreement (specificallyincluding, without limitation, Section 1.2 and Section 1.4), (d) any breach of the Revlon Code ofBusiness Conduct or the Employee’s Agreement as to Confidentiality and Non-Competition, or (e) anyother conduct on the part of the Executive which would make the Executive’s continued employment bythe Company prejudicial to the best interests of the Company.          4.4 Other Termination. RCPC shall be entitled to terminate the Term and theExecutive’s employment at any time and without prior notice pursuant to this Section 4.4 for anyreason other than those set forth in Section 4.2 or 4.3. In consideration of the Executive’scovenant in Section 5.2, in the event RCPC so terminates the Term otherwise than pursuant to theprovisions of Section 4.2 or 4.3, RCPC agrees, and RCPC’s sole obligation arising from suchtermination shall be, for RCPC either               (i) to make payments in lieu of Base Salary in the amounts prescribed by Section 3.1, to paythe Executive the portion, if any, of any annual bonus contemplated by Section 3.2 and to continuethe Executive’s participation in the medical, dental and group life insurance plans of RCPC inwhich the Executive was entitled to participate pursuant to Section 3.6 (in each case less amountsrequired 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 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 RCPC at such time as the Executive becomescovered by like plans of another company, (4) any bonus payments required pursuant to this Section4.4(i) shall be payable as and when bonuses would otherwise be payable to executives under theBonus Plan as then in effect, (5) the Executive shall, as a condition to receiving the benefitsdescribed herein, execute such release, confidentiality, non-competition and other covenants aswould be required in order for the Executive to receive payments and benefits under the ExecutiveSeverance Plan that is applicable to the Executive referred to in clause (ii) below (or otherwisein such form as RCPC shall request), and (6) any cash compensation paid or payable or any non-cashcompensation paid or payable in lieu of cash compensation earned by the Executive from otheremployment or consultancy during such period shall reduce the payments provided for herein payablewith respect to such other employment or consultancy, or               (ii) to make the payments and provide the benefits prescribed by, and in accordance with theterms and conditions of, the Executive Severance Plan that is applicable to the Executive, as suchpolicy 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 describedabove would trigger a tax under Section 409A, the Company shall instead promptly pay to theExecutive in a cash lump sum payment an amount equal to the value (based on the then-current costto the Company) of such benefits. Any compensation earned by the Executive from other employmentor a consultancy shall reduce the payments required pursuant to clauses (i) and (ii) above. If theExecutive’s employment is terminated pursuant to this Section 4.4, both the Executive and RCPCagree that neither party will take any action such that this termination does not qualify as aseparation 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, orany 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 proceedingis 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 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:               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 anyother entity or person any confidential information acquired by the Executive concerning theCompany’s or its affiliates’ financial affairs, business processes or methods, research,development or marketing programs or plans, or trade secrets, or any information regarding thepersonal matters of any directors, officers, employees or agents of the Company or its affiliatesor their respective family members, or any information concerning the circumstances of theExecutive’s employment and any termination of the Executive’s employment with RCPC or anyinformation regarding discussions related to any of the foregoing. The foregoing prohibitionsshall 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 includeany presentation or reproduction of any written, verbal or visual material in any communicationmedium, including any book, magazine, newspaper, theatrical production or movie, or television orradio programming or commercial or over the internet. In the event that the Executive is requestedor 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 reasonablesteps requested by RCPC to defend against the compulsory disclosure and permit RCPC, at itsexpense, to control with counsel of its choice any proceeding relating to the compulsorydisclosure. The Executive acknowledges that all information the disclosure of which is prohibitedby 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, orat 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 allproperty associated therewith, which the Executive may then possess or have under the Executive’scontrol, including, without limitation, computer disks or data (including data retained on anycomputer), and any home office equipment or computers purchased or provided by Revlon or othermaterials.          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 (the “Non-Competition Agreement”), whether or not the Executive is a signatorythereof,
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with the same effect as if the same were set forth herein in full, and (ii) in the eventthat the Executive shall terminate the Executive’s employment, the Executive shall comply with the restrictionsset forth in paragraph 9(e) of the Non-Competition Agreement through the date on which the Termwould then otherwise have expired had RCPC provided the notice of non-renewal prescribed by Section2.1, subject only to RCPC continuing to make payments equal to the Executive’s Base Salary duringsuch period, notwithstanding the limitation otherwise applicable under paragraph 9(d) thereof orany 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 providedfor in this Agreement, except as may otherwise be required by law in the case of qualified benefitplans;               5.3.2 the right and remedy to have the provisions of this Agreement specifically enforced byany court having equity jurisdiction, it being acknowledged and agreed that any such breach willcause irreparable injury to the Company and that money damages and disgorgement of profits will notprovide an adequate remedy 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 to be granted apreliminary and permanent injunction in any court having equity jurisdiction against the Executivecommitting the attempted or threatened breach (it being agreed that each of the rights and remediesenumerated above shall be independent of the others and shall be severally enforceable, and thatall of such rights and remedies shall be in addition to, and not in lieu of, any other rights andremedies 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 allcompensation, 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 anyof the provisions of Sections 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.
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          5.7 Any termination of the Term or the Executive’s employment shall have no effect on thecontinuing 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 patentableor not, conceived, developed, invented or made by the Executive during the Term shall belong to theCompany, provided that such Inventions grew out of the Executive’s work with the Company or any ofits subsidiaries or affiliates, are related in any manner to the business (commercial orexperimental) of the Company or any of its subsidiaries or affiliates or are conceived or made onthe Company’s time or with the use of the Company’s facilities or materials. The Executive shallfurther: (a) promptly disclose such Inventions to RCPC; (b) assign to RCPC, 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 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’semployment with RCPC, it is to be presumed that the Invention was conceived or made during theTerm.          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 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 theproducts and proceeds of the Executive’s services hereunder, including, but not limited to, allmaterials, ideas, concepts, formats, suggestions, developments, arrangements, packages, programsand other intellectual properties that the Executive may acquire, obtain, develop or create inconnection with or during the Term, free and clear of any claims by the Executive (or anyoneclaiming under the Executive) of any kind or character whatsoever (other than the Executive’s rightto receive payments hereunder). The Executive shall, at the request of RCPC, execute suchassignments, certificates or other instruments as RCPC may from time to time deem necessary ordesirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title orinterest 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 respectsto fully comply with the terms of the Revlon Code of Business Conduct, annexed at ScheduleA, whether or not the Executive is a signatory thereof, with the same effect as if the samewere 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 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 noticesto RCPC 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 RCPC, to:Revlon Consumer Products Corporation