exv10w3






Exhibit 10.3




     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of November
29, 2010, 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 David Kennedy (the “Executive”).



     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 services to the Company, in the capacity of Vice Chairman of the Board of
Directors of Revlon and RCPC, reporting to the Board of Directors of each of Revlon and RCPC, and
to perform such other duties and responsibilities consistent with such position (including
continuing to serve as a director of Revlon and RCPC and additional service as a director or
officer of any subsidiary of Revlon, if elected), as may be assigned by the Board of Directors of
Revlon. The Executive’s title shall be Vice Chairman of the Board of Directors of Revlon and RCPC.
The Executive’s duties shall include, without limitation, oversight of the formulation of the
Company’s strategy, including strategy related to brand equity, new products and innovation
processes and capabilities and talent development and succession planning for the Company’s key
employees. RCPC agrees to use its best efforts to cause the Executive to continue to be elected to
the Board of Directors of Revlon and of RCPC, so that the Executive may continue to serve as a
member of both Boards throughout the Term.




          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, and to use the Executive’s best efforts, skill and
ability to promote the Company’s interests.




          1.3 Performance Warranty. As an inducement for the Company to enter into this
Agreement, the Executive hereby represents that he is not a party to any contract, agreement or
understanding which prevents, prohibits or limits him in any way from entering into and fully
performing his 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 as of the date first set forth above (the “Effective Date”) and shall end
twenty-four months after RCPC provides to the Executive a notice of non-renewal, unless in either
case sooner terminated pursuant to Section 4. Non-extension of the Term shall not be






 









 







deemed to be a breach of this Agreement by RCPC for purposes of Section 4.4. Additionally, the
Executive may terminate the Term at any time upon sixty (60) days’ prior written notice to the
Company and such termination shall not be deemed a breach of this Agreement. 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 that the Severance Period for the Executive under the Executive
Severance 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 Section
2.1, if sooner terminated pursuant to Section 4.




     3. Compensation; Benefits.



          3.1 Salary. As compensation for all services to be rendered pursuant to this
Agreement, RCPC agrees to pay the Executive during the Term a base salary, payable in bi-weekly
arrears, at the annual rate of not less than $150,000 (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 Base Salary shall be reviewed by Revlon’s Board of
Directors or Compensation Committee from time to time. In the event that Revlon’s Board of
Directors or Compensation Committee, in its sole discretion, 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 Incentive Compensation. The Executive shall not be eligible for further awards
under the Third Amended and Restated Revlon, Inc. Stock Plan (the “Stock Plan”), the Revlon
Executive 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 reasonable
expenses actually incurred or paid by the Executive during the Term in the performance of the
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.




          3.4 Vacation. During each year of the Term, the Executive shall be entitled to a
vacation period or periods in accordance with the vacation policy of the Company as in effect from
time to time, but not less than four weeks.




          3.5 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 the Company 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 may be generally
made available to senior executives of the Company of the Executive’s level generally (other than
the Company’s incentive compensation plans). Further, during the Term, the






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Executive will be
eligible (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) to
receive 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 time
to 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 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 life insurance provided under Section 3.5.




          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 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 and as
required by law. As used herein the term “Cause” shall mean gross neglect by the Executive of the
Executive’s duties hereunder, 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, misconduct by the Executive in connection with the performance of the Executive’s
duties hereunder or other material breach by the Executive of this Agreement (specifically
including, without limitation, Section 1.3), any breach of the Revlon Code of Business Conduct, or
the Employee Agreement as to Confidentiality and Non-Competition, or any other conduct on the part
of the Executive which would make the Executive’s continued employment by the Company prejudicial
in any material respect to the best interests of the Company.




          4.4 Company Breach; Other Termination. The Executive shall be entitled to terminate
the Term and the Executive’s employment upon 60 days’ prior written notice (if during such period
RCPC fails to cure any such breach) in the event that RCPC materially breaches any of its
obligations hereunder. In addition, RCPC shall be entitled to terminate the Term and the
Executive’s employment at any time and without prior notice (otherwise than pursuant to the
provisions 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 the
Term otherwise than pursuant to the provisions of Section 4.2 or 4.3, RCPC agrees, and the
Company’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 to
continue the Executive’s participation in the medical, dental and group life



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insurance plans and
other perquisites of the Company in which the Executive was entitled to
participate 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 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 the Company at such time as the Executive
becomes covered by like plans of another company, (4) the Executive shall, as a condition, 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 referred to
in clause (ii) below, and (5) 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 (but not including any pension or retirement benefits payable by The
Coca Cola Company or Coca Cola Amatil Limited) 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 the Executive Severance Plan
of the Company as in effect from time to time, upon the Executive’s compliance with the terms and
conditions 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 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 (but not including any pension or retirement benefits payable by The
Coca Cola Company or Coca Cola Amatil Limited) shall reduce the payments required pursuant to
clause (i) above or shall be governed by the terms of the Executive Severance Plan in the case of
clause (ii) above.




          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 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.




          4.6 No Mitigation. In no event shall the Executive be obligated to seek other
employment.




          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 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





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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 from 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.




     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:




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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 to
any other entity or person any confidential information acquired by the Executive concerning the
Company’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, any
information regarding 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
the Company 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 the Company on termination of the Executive’s employment with the
Company, 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.



          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 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 set
forth herein in full, and (ii) in the event that the Executive shall terminate the Executive’s
employment otherwise than as provided in Section 4.4, 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 pursuant to Section 2.1, subject only to the Company
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;



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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 the Company 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.




          5.7 Any termination of the Term or the Executive’s employment shall have no effect on the
continuing 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 patentable
or 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 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 the Company; (b) assign to the Company, 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.




          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 the Company, 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 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 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.



     8. Revlon Code of Business Conduct.



     In consideration of the Company’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 he is a signatory thereof, with the same effect as if the same
were 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 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
the Company 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 the Company, to:


Revlon Consumer Products Corporation

237 Park Avenue

New York, New York 10017

Attention: Robert K. Kretzman, Executive Vice President, Chief Administrative

Officer and General Counsel

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 the
Company.



     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.




          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 any offer letter or term sheets.
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.






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          11.4 This Agreement shall be binding on the parties hereto and their successors and permitted
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.




     12. Subsidiaries and Affiliates. 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 the Executive’s 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 his employment for “Good Reason” (as defined below in subclause
(b)(iii)) or if the Company terminates the Term of the Executive’s employment other than for
“Cause” (as defined in Section 4.3 of the Agreement):




          (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, if any, then provided to the Executive,
including, without limitation, qualified and non-qualified defined benefit, defined



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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, if any,
are not available under applicable law or the Company’s benefit programs, or such
benefits, if any, 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) , if any, and shall have no
further obligation to continue to provide such benefits, if any, under this Section;




          (ii) the Company 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.




          (iii) “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 aggregate value of benefits, if any; or
(D) the Executive’s being required by the Company 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
13.1.



               (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 of the
Agreement and any other section or provision of the Agreement, the section which provides the
Executive with the most favored treatment in the event of a Change of Control shall govern and
prevail.



          13.2 Section 280G.




               (a) If the aggregate of all amounts and benefits (if any) due to the Executive under this
Agreement or any other plan, program, agreement or arrangement of the Company 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,”



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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 the Company’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, if any; 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 the Company an amount consistent with this Section 13.2. If there
is an Underpayment, the Company 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 the Company. 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).



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     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
 	 
	 	 	Name:  	Robert K. Kretzman 	 
	 	 	Title:  	Executive Vice President, Chief Administrative Officer and General Counsel 	 
	 
	 	 	 
	 	  	    /s/ David Kennedy
 	 
	 	 	David Kennedy 	 
	 	 	 	 
	 




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SCHEDULE A




REVLON CODE OF BUSINESS CONDUCT



{copy on file}













 





SCHEDULE B




CHANGE IN 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 therefor.



“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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