- 2 -RCPCgive such notice. The giving of such notice shall not be deemed to be a breach of this Agreementby RCPC for purposes of Section 4.4. During any period that the Executive’s employment shallcontinue following expiration of the Term, the Executive shall be eligible for severance on termsand subject to the conditions of the Revlon Executive Severance Pay Plan as in effect from time totime, or such plan or plans, if any, as may succeed it; provided that the Executive shall receiveterms no less favorable than those of the Revlon Executive Severance Policy as in effect on January1, 2002 (the “Executive Severance Plan”); and further provided that in no event shall the severanceand benefit continuation be less than 24 months, upon the Executive’s compliance with the termsthereof, and the Executive shall be deemed to be an employee at will.          2.3 Special Curtailment. The Term shall end earlier than the date provided in Section2.2, 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 that currently in effect on the Effective Date (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 the Company’s salary administration policies and procedures. Inthe event that RCPC, in its sole discretion, from time to time 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 and shall not thereafter be decreased.          3.2 Bonus. In addition to the amounts to be paid to the Executive pursuant to Section3.1, the Executive shall be eligible to receive a maximum annual bonus with respect to each yearduring the Term equal to 100% of Base Salary at the rate or rates in effect during the year forwhich bonus is earned, with a target bonus equal to 75% of Base Salary, based upon achievement ofobjectives set annually. Notwithstanding the foregoing, if the Executive’s employment shall endpursuant to Section 4.2 or 4.4 at any time during the Term, the Executive’s bonus with respect tothe calendar year in which the termination occurs shall be an amount equal to the bonus that wouldhave been payable to the Executive with respect to such year if the Executive had remained employedto the date for payment of bonuses under such Plan, multiplied by a fraction of which the numeratoris the number of days of the Term during such year and the denominator is 365. Notwithstandinganything herein or contained in the Bonus Plan to the contrary, in the event that the Executive’semployment shall terminate pursuant to Section 4.4 during any calendar year, the Executive shall beentitled to receive the Executive’s bonus (if not already paid) with respect to the yearimmediately preceding the year of termination (if bonuses with respect to such year are payable toother executives based upon achievement of bonus objectives and not based upon discretionaryamounts which may be paid to other executives despite non-achievement of bonus objectives) as andwhen such bonuses would otherwise be payable to executives under the Bonus Plan, despite the factthat Executive may not be actively employed on such date of payment.

 

- 3 -               3.3 Stock Awards; Long-Term Incentive Awards. During the Term, the Executive shall beconsidered for recommendation to the Compensation Committee or other committee of the Board (the“Compensation Committee”) administering the Third Amended and Restated Revlon, Inc. Stock Plan (orany plan that may replace it) and/or any other long-term incentive compensation plan of the Companyas from time to time in effect, for awards of stock options, restricted shares or other long-termincentive awards, at levels and on terms consistent with the Company’s long-term incentivecompensation programs and policies as in effect from time to time commensurate with his position asExecutive Vice President and Chief Administrative Officer of the Company. If the Company shallterminate the Executive’s employment without Cause pursuant to Section 4.4 or if the Executiveshall terminate his employment pursuant to Section 4.4 or retire, each option award held by theExecutive (collectively, the “Option Awards”), each restricted share award held by the Executive(collectively, the “Restricted Share Awards” and, together with the Option Awards, the “EquityAwards”) and each Long-Term Incentive Award, shall (x) in the case of each of the Option Awards,(A) continue to vest in accordance with its terms as if the Executive’s employment had not beenterminated or he had not retired and he had remained employed with the Company and (B) remainexercisable until the later of (i) one year after such Option Award becomes 100% fully vested andexercisable or (ii) 18 months following the Executive’s termination of employment or retirementwith the Company, but in no event beyond the original option term of each such award and (y) in thecase of each of the Restricted Share Awards and each of the previously earned Long-Term IncentiveAwards covering any performance period completed on or prior to termination or retirement, continueto vest and be paid as if the Executive’s employment had not been terminated or he had not retiredand as if he had remained employed with the Company on the vesting or payment date, as the case maybe.               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 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.               3.5 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 the Executive’s current entitlement of four weeks.               3.6 Fringe Benefits.               (i) During the Term, the Executive shall be entitled to continue to participate in thosequalified and non-qualified defined benefit, defined contribution, insurance, medical (includingthe Revlon Executive Supplemental Medical Plan), dental, disability and other benefit plans andprograms of the Company as from time to time in effect (or their successors) in which the Executiveparticipated on the date hereof and in such other plans and programs and in such perquisites as maybe made available to senior executives of the Company of the Executive’s level generally. Inaddition, during the Term the Company shall provide to the Executive an automobile of a classappropriate to the Executive’s grade from time to time (but in any event equivalent to the

 

- 4 -automobileprovided on the date of this Agreement) without cost to the Executive, including all operatingcosts thereof, insurance, maintenance and parking, and the Executive shall be entitled toreimbursement for tax preparation and financial counseling services and health club membership withannual maximums at least comparable to those in effect on the date of this Agreement.               (ii) During the Term, RCPC shall provide the Executive, at no cost to the Executive, withadditional life insurance (in excess of the basic life insurance of two times Executive’s BaseSalary provided to employees at no cost) of two times Executive’s Base Salary. Notwithstanding anylimitations in the qualified and/or non-qualified defined benefit pension plans in which theExecutive participates, the Executive shall be entitled to receive a defined pension benefit undersuch plans at age 60 as if the Executive had elected to receive his pension benefit at age 65 (thatis, without reduction by reason of electing to receive benefits at age 60). In consideration ofRCPC’s covenants hereunder, the Executive shall, and does hereby, waive participation in any profitsharing plan of the Company. Upon the retirement of the Executive, he shall be entitled toreceive, whether from RCPC or the defined pension benefit plans in which the Executive currentlyparticipates, an aggregate monthly retirement benefit equal to the amount calculated using theformulae of such plans as in effect on July 29, 2009 notwithstanding any amendment to such planswhich may become effective after such date, with the various annuity options available under suchplans, and giving effect to the Executive’s years of credited service and compensation through hisretirement date.     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 except pursuant to life insurance andqualified and non-qualified pension benefits 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 except as provided in Section 3.6 and exceptthat the Executive shall be entitled to receive until the first to occur of (x) the Executiveceasing to be disabled or (y) the Executive attaining age 65, continued coverage for the Executiveunder the life insurance provided under Section 3.6 and continued medical and dental coverage(including the executive medical plan) for the Executive and his immediate family to the extentpermitted by such plans and to the extent such benefits are provided to the Company’s activelyemployed senior executives generally.               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 as

 

- 5 -requiredby 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, willful misconduct by the Executive in connection with the performance of theExecutive’s duties hereunder or other material breach by the Executive of this Agreement or anybreach of the Revlon Code of Business Conduct or the Employee Agreement as to Confidentiality andNon-Competition.          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 in the event that (i)RCPC materially breaches any of its obligations hereunder, (ii) a material adverse change in theposition, title or reporting structure of the Executive, or (iii) a relocation of Revlon, Inc.’sheadquarters outside the New York metropolitan area or the relocation of the Executive’s principalplace of employment to any location other than such headquarters, provided the Company shall failto cure any such event described in (i), (ii) or (iii) within 30 days after such notice; or that atany time prior to a Change of Control, the Compensation Committee (or other appropriate Committee)of the Board of Directors of Revlon, Inc. shall fail to grant awards pursuant to Section 3.3. Inaddition, RCPC shall be entitled to terminate the Term and the Executive’s employment at any timeand without prior notice otherwise than pursuant to the provisions of Section 4.3. Inconsideration of the Executive’s covenant in Section 5.2, upon termination under this Section 4.4by the Executive, or in the event RCPC so terminates the Term pursuant to this Section 4.4, RCPCagrees, and the Company’s sole obligation arising from such termination (except as otherwiseprovided in Section 3.6) shall be for RCPC either               (i) to make the payment in lieu of bonus prescribed by Section 3.2 and to continue payments inlieu of Base Salary in the amounts prescribed by Section 3.1 and continue the Executive’sparticipation in the group life insurance and in the medical, dental and other perquisites of theCompany in which the Executive was entitled to participate pursuant to Section 3.6 (in each caseless amounts required by law to be withheld) through the date on which the Term would have expiredpursuant to Section 2.2, if RCPC had given notice of non-extension of the Term on or as promptly aspermitted by Section 2.2 after the date of termination of employment, provided that such benefitcontinuation is subject to the terms of such plans, provided further that such group life insurancecontinuation is subject to a limit of two years pursuant to the terms thereof, provided furtherthat the Executive shall cease to be covered by medical and/or dental plans of the Company at suchtime as the Executive becomes covered by like plans of another company, and provided finally thatthe Executive shall, as a condition, execute such release, confidentiality, non-competition andother covenants as would be required in order for the Executive to receive payments and benefitsunder the Policy referred to in clause (ii) below, or               (ii) to make the payments and provide the benefits prescribed by the Executive Severance Planupon the Executive’s compliance with the terms thereof, provided that in no event shall theseverance period be less than 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

 

- 6 -in a cash lump sum payment an amount equal to the value (based on the then-current cost to theCompany) of such benefits. Any compensation earned by the Executive from other employment or aconsultancy shall reduce the payments required pursuant to clause (i) above or shall be governed bythe terms of the Executive Severance Plan as modified by the foregoing in the case of clause (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, 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. Such costs shall be paid to the Executive promptlyupon presentation of expense statements or other supporting information evidencing the incurrenceof such expenses.          4.6 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.

 

- 7 -     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 has given and will give the Executive access to highly confidential information notavailable 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 toeffectively protect and preserve in the absence of this Section 5 and the disclosure ormisappropriation of which could materially adversely affect the Company. Accordingly, theExecutive agrees:               5.1.1 except as required in the course of lawfully performing the Executive’s duties providedfor in Section 1.1, not at any time, whether during or after the Executive’s employment with theCompany, to divulge to any other entity or person any confidential information acquired by theExecutive concerning the Company’s or its affiliates’ financial affairs or business processes ormethods or their research, development or marketing programs or plans, any other of its or theirtrade secrets, any information regarding personal matters of any directors, officers, employees oragents of the Company or its affiliates or their respective family members, or any informationconcerning the circumstances of the Executive’s employment and any termination of the Executive’semployment with the Company or any information regarding discussions related to any of theforegoing. The foregoing prohibitions shall include, without limitation, directly or indirectlypublishing (or causing, participating in, assisting or providing any statement, opinion orinformation in connection with the publication of) any diary, memoir, letter, story, photograph,interview, article, essay, account or description (whether fictionalized or not) concerning any ofthe 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 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 to control with counsel of its choice anyproceeding relating to the compulsory disclosure. The Executive acknowledges that all informationthe disclosure of which is prohibited by this section is of a confidential and proprietarycharacter and of great value to the Company.               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, including, without limitation, computer disks or data (including dataretained on any computer), and any home office equipment or computers purchased or provided byRevlon or other materials.

 

- 8 -               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, 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 otherwise than as provided in Section4.4, the Executive shall comply with the restrictions set forth in paragraph 9(e) of theNon-Competition Agreement through the earliest date on which the Term would have expired pursuantto Section 2.2 if RCPC had given notice of non-extension of the Term on the date of termination ofemployment, subject only to the Company continuing to make payments equal to the Executive’s BaseSalary 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 benefitsprovided for in this Agreement, except as may otherwise be required by law in the case of qualifiedbenefit plans,               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 theCompany all compensation, profits, monies, accruals, increments or other benefits (collectively“Benefits”) derived or received by the Executive as the result of any transactions constituting abreach of any of the provisions of Sections 5.1 or 5.2 hereof, and the Executive hereby agrees toaccount 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 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.

 

- 9 -          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 within the geographical scopeof such covenants. In the event that the courts of any one or more of such states shall hold suchcovenants wholly unenforceable by reason of the breadth of such covenants or otherwise, it is theintention of the parties hereto that such determination not bar or in any way affect RCPC’s rightto the relief provided above in the courts of any other states within the geographical scope ofsuch covenants as to breaches of such covenants in such other respective jurisdictions, the abovecovenants as they relate to each state being for this purpose severable into diverse andindependent covenants.          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 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

 

- 10 -to 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.     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 the Executive is a signatory thereof, with the same effect as ifthe 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 to the fullest extent permissible under its by-lawsand applicable law against all costs, charges and expenses, including, without limitation, theadvancement of legal fees and expenses to, or on behalf of, the Executive, incurred or sustained bythe Executive in connection with any action, suit or proceeding to which the Executive may be madea party, brought by any shareholder of the Company directly or derivatively or by any third partyby reason of any act or omission of the Executive as an officer, director or employee of theCompany or of any subsidiary or affiliate of the Company. In addition, at all times during theTerm and for any claims asserted after the Term, the Executive shall be covered by Revlon, Inc.’sand RCPC’s directors and officer’s liability insurance policy to the same extent as the othersenior most executives and directors of Revlon, Inc. and RCPC.     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), as follows (or to suchother address as either party shall designate by notice in writing to the other in accordanceherewith):     If to the Company, to:Revlon Consumer Products Corporation