<PAGE>
As filed with the Securities and Exchange Commission on April 14, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REVLON, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- ------------------------------------------------------------------------------
(State of incorporation)
13-3662955
- ------------------------------------------------------------------------------
(I.R.S. employer identification no.)
625 Madison Avenue
New York, New York 10022
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Revlon, Inc. Second Amended and Restated 1996 Stock Plan
- ------------------------------------------------------------------------------
(Full title of the plan)
Wade H. Nichols III, Esq.
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
(212) 527-4000
- ------------------------------------------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================= ======================== ============================= ========================= ====================
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration
Per Share (1)(2) Price(2) Fee
============================= ======================== ============================= ========================= ====================
Class A Common Stock,
par value $.01 per share 2,000,000(3) $23.16075 $46,321,500 $12,877.38
============================= ======================== ============================= ========================= ====================
</TABLE>
(1) Calculated in accordance with Rules 457 (c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of Class A Common Stock as may
be issuable pursuant to the antidilution provisions of the Revlon, Inc.
Second Amended and Restated 1996 Stock Plan.
<PAGE>
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-8 dated May 10, 1996 (File No.
333-3421) (the "Original Plan Registration Statement"), Revlon, Inc. registered
5,000,000 shares of its Class A Common Stock, par value $.01 per share (the
"Common Stock"), issuable under the Revlon, Inc. 1996 Stock Plan (the "Original
Plan"). The Original Plan was amended and restated on December 17, 1996 and
again on February 12, 1999. The February 12, 1999 amendment authorized, among
other things, an additional 2,000,000 shares of Common Stock for issuance (the
Original Plan, as so amended and restated is hereinafter referred to as the
"Plan").
INCORPORATION BY REFERENCE OF THE CONTENTS OF PRIOR REGISTRATION STATEMENT
This Registration Statement relates to the Original Plan Registration
Statement. Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed to register an additional 2,000,000 shares of Common
Stock to be issued pursuant to, or reserved for issuance under, the Plan. The
contents of the Original Plan Registration Statement (filed with the Commission
on May 10,1996, File No. 333-3421) is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Revlon, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
2
<PAGE>
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
<PAGE>
ITEM 4. EXHIBITS.
3 CERTIFICATE OF INCORPORATION AND BY-LAWS
3.1 Amended and Restated Certificate of Incorporation of the
Company dated March 4, 1996 (Incorporated by reference to
Exhibit 3.4 to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 of the Company)
3.2 Amended and Restated By-Laws of the Company dated
January 30, 1997 (Incorporated by reference to Exhibit 3.2 to
the Annual Report on Form 10-K for the year ended
December 31, 1996 of the Company)
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
INCLUDING INDENTURES
*4.1 Revlon, Inc. Second Amended and Restated 1996 Stock Plan
5 OPINION RE: LEGALITY
*5.1 Opinion of Wade H. Nichols III, Esq., Executive Vice
President and General Counsel of the Company, regarding the
legality of the securities being registered
23 CONSENTS OF EXPERTS AND COUNSEL
*23.1 Consent of KPMG LLP, independent certified public
accountants
23.2 Consent of Wade H. Nichols III, Esq. (contained in the
opinion filed as Exhibit 5 hereto)
24 POWERS OF ATTORNEY
*24.1 Power of Attorney of Ronald O. Perelman.
*24.2 Power of Attorney of Howard Gittis
*24.3 Power of Attorney of Donald G. Drapkin.
*24.4 Power of Attorney of Irwin Engelman.
*24.5 Power of Attorney of Meyer Feldberg.
*24.6 Power of Attorney of Morton L. Janklow.
*24.7 Power of Attorney of Vernon E. Jordan, Jr., Esq.
*24.8 Power of Attorney of Edward J. Landau, Esq.
4
<PAGE>
*24.9 Power of Attorney of Jerry W. Levin.
*24.10 Power of Attorney of Linda Gosden Robinson.
*24.11 Power of Attorney of Terry Semel.
*24.12 Power of Attorney of Martha Stewart.
--------------------------------------------
* Filed herewith
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 13th day
of April, 1999.
REVLON, INC.
(Registrant)
By: /s/ Lawrence E. Kreider
-----------------------
Lawrence E. Kreider
Senior Vice President and Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and Director April 13, 1999
- -----------------------------
Ronald O. Perelman
/s/ George Fellows President, Chief Executive Officer April 13, 1999
- ----------------------------- and Director
George Fellows (Principal Executive Officer)
* Vice Chairman of the Board, Chief April 13, 1999
- ----------------------------- Administrative Officer and Director
Irwin Engelman
/s/ Frank Gehrmann Executive Vice President and Chief April 13, 1999
- ----------------------------- Financial Officer (Principal
Frank Gehrmann Financial Officer)
/s/ Lawrence E. Kreider Senior Vice President and April 13, 1999
- ----------------------------- Controller (Principal Accounting
Lawrence E. Kreider Officer)
* Director April 13, 1999
- -----------------------------
Donald G. Drapkin
* Director April 13, 1999
- -----------------------------
Howard Gittis
* Director April 13, 1999
- -----------------------------
Meyer Feldberg
* Director April 13, 1999
- -----------------------------
Morton L. Janklow
7
<PAGE>
* Director April 13, 1999
- -----------------------------
Vernon E. Jordan, Jr.
* Director April 13, 1999
- -----------------------------
Edward J. Landau
* Director April 13, 1999
- -----------------------------
Jerry W. Levin
* Director April 13, 1999
- ------------------------------------
Linda Gosden Robinson
* Director April 13, 1999
- -----------------------------
Terry Semel
* Director April 13, 1999
- -----------------------------
Martha Stewart
</TABLE>
*Robert K. Kretzman, by signing his name hereto, does hereby execute
this Registration Statement on Form S-8 on behalf of the directors and officers
of the Registrant indicated above by asterisks, pursuant to powers of attorney
duly executed by such directors and officers and filed as exhibits to the
Registration Statement on Form S-8.
By /s/ Robert K. Kretzman
----------------------
Robert K. Kretzman
Attorney in Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
<S> <C> <C>
3.1 Amended and Restated Certificate of Incorporation of the
Company dated March 4, 1996 (Incorporated by reference to
Exhibit 3.4 to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 of the Company).
3.2 Amended and Restated By-Laws of the Company dated
January 30, 1997 (Incorporated by reference to Exhibit 3.2 to
the Annual Report on Form 10-K for the year ended
December 31, 1996 of the Company).
4.1 Revlon, Inc. Second Amended and Restated 1996 Stock Plan.
5 Opinion of Wade H. Nichols III, Esq., Executive Vice
President and General Counsel of the Company, regarding the
legality of the securities being registered.
23.1 Consent of KPMG LLP, independent certified public
accountants.
23.2 Consent of Wade H. Nichols III, Esq. (contained in the
opinion filed as Exhibit 5 hereto).
24 Powers of Attorney.
24.1 Power of Attorney of Ronald O. Perelman.
24.2 Power of Attorney of Howard Gittis
24.3 Power of Attorney of Donald G. Drapkin.
24.4 Power of Attorney of Irwin Engelman.
24.5 Power of Attorney of Meyer Feldberg.
24.6 Power of Attorney of Morton L. Janklow.
24.7 Power of Attorney of Vernon E. Jordan, Jr., Esq.
24.8 Power of Attorney of Edward J. Landau, Esq.
24.9 Power of Attorney of Jerry W. Levin.
24.10 Power of Attorney of Linda Gosden Robinson.
24.11 Power of Attorney of Terry Semel.
24.12 Power of Attorney of Martha Stewart.
</TABLE>
<PAGE>
APPENDIX A
REVLON, INC.
SECOND AMENDED AND RESTATED 1996 STOCK PLAN
(Amended and Restated as of February 12, 1999)
GENERAL
1.1 Purpose. The purpose of this Second Amended and Restated 1996
Stock Plan (the "Plan") is to provide for certain officers, directors and key
employees of Revlon, Inc. ("Revlon" and, together with its subsidiaries, the
"Company") and certain of its Affiliates an incentive to maintain and enhance
the long-term performance and profitability of the Company. It is the further
purpose of the Plan to permit the granting of awards that will constitute
performance based compensation for certain executive officers, as described in
section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
and regulations promulgated thereunder.
1.2 Administration.
(a) The Plan shall be administered by a committee (the
"Committee") appointed by the Board of Directors of Revlon (the "Board"), which
committee shall consist of two or more directors. It is intended that the
directors appointed to serve on the Committee shall be "outside directors"
(within the meaning of Code section 162(m) and the Treasury Regulations
thereunder as may be in effect from time to time, and any amendments, revisions
or successor provisions thereto) to the extent Code section 162(m) is
applicable; however, the mere fact that a Committee member shall fail to
qualify under the foregoing requirements shall not invalidate any award made by
the Committee which award is otherwise validly made under the Plan. The members
of the Committee shall be appointed by, and may be changed at any time and from
time to time in the discretion of, the Board.
(b) The Committee shall have the authority (i) to exercise
all of the powers granted to it under the Plan, (ii) to construe, interpret and
implement the Plan and Plan agreements executed pursuant to Section 2.6, (iii)
to prescribe, amend and rescind rules and regulations relating to the Plan,
(iv) to make all determinations necessary or advisable in administering the
Plan, and (v) to correct any defect, supply any omission and reconcile any
inconsistency in the Plan.
(c) The determination of the Committee on all matters
relating to the Plan or any Plan agreement (as defined in Section 2.6) shall be
conclusive.
(d) No member of the Committee shall be liable for any Plan
Action (as defined in Section 3.2), including without limitation any action or
determination made in good faith with respect to the Plan or any Award
hereunder.
<PAGE>
1.3 Persons Eligible for Awards. Awards under the Plan may be made to
such officers, directors and executive, managerial or professional employees
("key personnel") of the Company or its Affiliates as the Committee shall in
its sole discretion select; provided, that officers and directors who are not
employees of either the Company or an Affiliate shall not be eligible to
receive Awards under the Plan.
1.4 Types of Awards Under Plan.
(a) Awards may be made under the Plan in the form of (i)
stock options ("options"), (ii) stock appreciation rights ("stock appreciation
rights") related to an option ("related stock appreciation rights"), (iii)
stock appreciation rights not related to any option ("unrelated stock
appreciation rights"), (iv) restricted stock awards, (v) unrestricted stock
awards and (vi) performance awards, all as more fully set forth in Article II
(collectively, "Awards").
(b) Options granted under the Plan may be either (i)
"nonqualified" stock options subject to the provisions of Code section 83 or
(ii) options intended to qualify for incentive stock option treatment described
in Code section 422.
(c) All options when granted are intended to be nonqualified
options, unless the applicable Plan agreement explicitly states that an option
is intended to be an incentive stock option. If an option is granted with the
stated intent that it be an incentive stock option, and if for any reason such
option (or any portion thereof) shall not qualify as an incentive stock option,
then, to the extent of such nonqualification, such option (or portion) shall be
regarded as a nonqualified option appropriately granted under the Plan provided
that such option (or portion) otherwise satisfies the terms and conditions of
the Plan relating to nonqualified options generally.
1.5 Shares Available for Awards.
(a) Subject to Section 3.5 (relating to adjustments upon
changes in capitalization), as of any date the total number of shares of Common
Stock with respect to which Awards may be granted shall be equal to the excess
(if any) of (i) 7,000,000 shares over (ii) the sum (without duplication) of (A)
the number of shares subject to outstanding options, outstanding unrelated
stock appreciation rights, outstanding restricted stock awards not vested
pursuant to the lapse of restrictions and outstanding performance awards as to
which the performance cycle has not expired, granted under the Plan, (B) the
number of shares previously issued pursuant to the exercise of options granted
under the Plan, (C) the number of shares subject to an option, restricted stock
award or performance award or part thereof which is canceled by the Committee
and for which cash is paid in respect thereof pursuant to Section 2.8(f), (D)
the number of shares in respect of which stock appreciation rights granted
under the Plan shall have previously been exercised, (E) the number of shares
previously vested pursuant to the lapse of restrictions under restricted stock
awards granted under the Plan, (F) the number of shares previously issued
pursuant to unrestricted stock awards, and (G) the number of shares previously
issued or issuable pursuant to performance units as to which the performance
cycle has expired. In accordance with (and without limitation upon) the
preceding sentence, if and to the extent an Award under the Plan expires,
terminates or is canceled for any reason whatsoever without the grantee having
received any benefit therefrom, the shares covered by such Award shall again
become available
<PAGE>
for future Awards under the Plan. For purposes of the foregoing sentence,
a grantee shall not be deemed to have received any "benefit" (i) in
the case of forfeited restricted stock awards by reason of having enjoyed
voting rights and dividend rights prior to the date of forfeiture or (ii) in
the case of an Award canceled pursuant to subsection (c) of this Section 1.5 by
reason of a new Award being granted in substitution therefor.
(b) Shares of Common Stock that shall be subject to issuance
pursuant to Awards made under the Plan shall be authorized and unissued or
treasury shares of Common Stock.
(c) Without limiting the generality of the preceding
provisions of this Section 1.5, the Committee may, but solely with the
grantee's consent, agree to cancel any Award under the Plan and issue a new
Award in substitution therefor upon such terms as the Committee may in its sole
discretion determine, provided that the substituted Award satisfies all
applicable Plan requirements as of the date such new Award is made.
(d) In any calendar year, a person eligible for Awards under
the Plan may not be granted options or stock appreciation rights covering in
the aggregate a total of more than 300,000 shares of Common Stock.
1.6 Definitions of Certain Terms.
(a) The term "Affiliate" as used herein means any person or
entity which, at the time of reference, directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, the Company.
(b) The term "Common Stock" as used herein means the shares
of Class A Common Stock of the Company as constituted on the effective date of
the Plan, and any other shares into which such Common Stock shall thereafter be
changed by reason of a recapitalization, merger, consolidation, split-up,
combination, exchange of shares or the like.
(c) Except as otherwise determined by the Committee, the term
"fair market value" as used herein as of any date and in respect of any share
of Common Stock shall mean, as determined by the Committee, either (i) the
closing price of a share of Common Stock as reported on the New York Stock
Exchange as of such date or (ii) the mean between the high and low sales prices
of a share of Common Stock as reported on the New York Stock Exchange as of
such date.
(d) In no event shall the fair market value of any share of
Common Stock, the option exercise price of any option, the appreciation base
per share of Common Stock under any stock appreciation right, or the amount
payable per share of Common Stock under any other Award, be less than the par
value per share of Common Stock.
3
<PAGE>
ARTICLE II.
STOCK OPTIONS;
STOCK APPRECIATION RIGHTS;
STOCK AWARDS; PERFORMANCE AWARDS
2.1 Grant of Stock Options. The Committee may grant options under the
Plan to purchase shares of Common Stock to such key personnel, in such amounts
and subject to such terms and conditions as the Committee shall from time to
time determine in its sole discretion, subject to the terms and provisions of
the Plan.
2.2 Grant of Stock Appreciation Rights.
(a) The Committee may grant a related stock appreciation
right in connection with all or any part of an option granted under the Plan,
either at the time such option is granted or at any time thereafter prior to
the exercise, termination or cancellation of such option, and subject to such
terms and conditions as the Committee shall from time to time determine in its
sole discretion, consistent with the terms and provisions of the Plan. The
grantee of a related stock appreciation right shall, subject to the terms and
conditions of the Plan and the applicable Plan agreement, thereby have the
right by exercise thereof to surrender to the Company for cancellation all or a
portion of such related stock appreciation right, but only to the extent that
the related option is then exercisable, and to be paid therefor an amount equal
to the excess (if any) of (i) the aggregate fair market value of the shares of
Common Stock subject to the related stock appreciation right or portion thereof
surrendered (determined as of the exercise date), over (ii) the aggregate
appreciation base (determined pursuant to Section 2.6(d)) of the shares of
Common Stock subject to the stock appreciation right or portion thereof
surrendered.
(b) The Committee may grant an unrelated stock appreciation
right to such key personnel, and in such amount and subject to such terms and
conditions, as the Committee shall from time to time determine in its sole
discretion, subject to the terms and provisions of the Plan. The grantee of an
unrelated stock appreciation right shall, subject to the terms and conditions
of the Plan and the applicable Plan agreement, have the right to surrender to
the Company for cancellation all or a portion of such stock appreciation right,
but only to the extent that such stock appreciation right is then exercisable,
and to be paid therefor an amount equal to the excess (if any) of (i) the
aggregate fair market value of the shares of Common Stock subject to the stock
appreciation right or portion thereof surrendered (determined as of the
exercise date), over (ii) the aggregate appreciation base (determined pursuant
to Section 2.6(d)) of the shares of Common Stock subject to the stock
appreciation right or portion thereof surrendered.
(c) Payment due to the grantee upon exercise of a stock
appreciation right shall be made (i) by check, (ii) in Common Stock (valued at
the fair market value thereof as of the date of exercise), or (iii) partly in
the manner provided in clause (i) and partly in the manner provided in clause
(ii), all as determined by the Committee in its sole discretion. If the
Committee shall determine to make all of such payments in Common Stock, no
fractional shares shall be issued and no payments shall be made in lieu of
fractional shares.
4
<PAGE>
(d) The grant or exercisability of any stock appreciation
right may be subject to such conditions as the Committee, in its sole
discretion, shall determine, including a change of ownership or control of the
Company or an Affiliate. A stock appreciation right may be deemed to be
automatically exercised upon the occurrence of such events or conditions as may
be determined by the Committee in an applicable Plan agreement.
2.3 Special ISO Requirements. In order for a grantee to receive
special tax treatment with respect to stock acquired under an option granted as
an incentive stock option, the grantee of such option must be, at all times
during the period beginning on the date of grant and ending on the day three
months before the date of exercise of such option, an employee of the Company
or any of the Company's parent corporations (within the meaning of Code section
424), or of a corporation or a parent or subsidiary corporation of such
corporation issuing or assuming a stock option in a transaction in which Code
section 424(a) applies. If an option granted under the Plan is intended to be
an incentive stock option, and if the grantee, at the time of grant, owns stock
possessing 10 percent or more of the total combined voting power of all classes
of stock of the grantee's employer corporation or of its parent or subsidiary
corporation, then (i) the option exercise price per share shall in no event be
less than 110% of the fair market value of the Common Stock on the date of such
grant and (ii) such option shall not be exercisable after the expiration of
five years after the date such option is granted.
2.4 Restricted and Unrestricted Stock Awards.
(a) The Committee may grant restricted stock awards, alone or
in tandem with other Awards under the Plan, to such key personnel, and subject
to such restrictions, terms and conditions, as the Committee shall determine in
its sole discretion and as shall be evidenced by the applicable Plan
agreements. The vesting of a restricted stock award granted under the Plan may
be conditioned upon the completion of a specified period of employment with the
Company or any Affiliate, upon the attainment of specified performance goals,
and/or upon such other criteria as the Committee may determine in its sole
discretion.
(b) The Committee may grant unrestricted stock awards, alone
or in tandem with other Awards under the Plan, to such key personnel and
subject to such terms and conditions as the Committee shall determine in its
sole discretion and as shall be evidenced by the applicable Plan agreements.
(c) Each Plan agreement with respect to a restricted stock
award shall set forth the amount (if any) to be paid by the grantee with
respect to such Award and when or in what circumstances such payment is
required to be made. If a grantee made any payment for a restricted stock award
or portion thereof which does not vest, appropriate payment shall be made to
the grantee upon or following such forfeiture if and on such terms and
conditions as the Committee may determine.
(d) The Committee may provide that a certificate or
certificates representing the shares underlying a restricted stock award shall
be registered in the grantee's name and bear
5
<PAGE>
an appropriate legend specifying that such shares are not transferable and are
subject to the provisions of the Plan and the restrictions, terms and
conditions set forth in the applicable Plan agreement, or that such certificate
or certificates shall be held in escrow by the Company on behalf of the grantee
until such shares become vested or are forfeited, all on such terms and
conditions as the Committee may determine. Except as the applicable Plan
agreement may otherwise provide, no shares underlying a restricted stock award
may be assigned, transferred, or otherwise encumbered or disposed of by the
grantee until such shares have vested in accordance with the terms of such
Award. Subject to the provisions of Section 3.2, as soon as practicable after
any restricted stock award shall vest, the Company shall issue or reissue to
the grantee (or to the grantee's designated beneficiary in the event of the
grantee's death) a certificate or certificates for the Common Stock underlying
such restricted stock award without such restrictive legend.
(e) If and to the extent that the applicable Plan agreement
may so provide, a grantee shall have the right to vote and receive dividends on
the shares underlying a restricted stock award granted under the Plan. Unless
otherwise provided in the applicable Plan agreement, any stock received as a
dividend on, or in connection with a stock split of, the shares underlying a
restricted stock award shall be subject to the same restrictions as the shares
underlying such restricted stock award.
(f) Subject to Section 3.5 (relating to adjustments upon
changes in capitalization), as of any date the total number of shares of Common
Stock with respect to which restricted and unrestricted stock awards may be
granted pursuant to this Section 2.4 shall not exceed (i) 1,000,000 shares less
(ii) the sum (without duplication) of (A) the number of shares subject to
outstanding restricted stock awards or parts thereof not vested pursuant to the
lapse of restrictions, (B) the number of shares subject to restricted stock
awards or parts thereof which are canceled by the Committee and for which cash
is paid in respect thereof pursuant to Section 2.8(f), (C) the number of shares
subject to restricted stock awards which have vested pursuant to the lapse of
restrictions and (D) the number of shares subject to unrestricted stock awards,
plus (iii) the number of shares subject to restricted stock awards or parts
thereof not vested pursuant to the lapse of restrictions which are canceled
without payment of cash or other consideration in connection with termination
of the grantee's employment or otherwise.
(g) In the event that the Committee grants a stock award that
is intended to constitute qualified performance-based compensation within the
meaning of Code section 162(m), the following rules shall apply (as such rules
may be modified by the Committee to conform with Code section 162(m) and the
Treasury Regulations thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions thereto): (i) payments under the
stock award shall be made solely on account of the attainment of one or more
objective performance goals established in writing by the Committee not later
than 90 days after the commencement of the period of service to which the stock
award relates (or if less, 25% of such period of service); (ii) the performance
goal(s) to which the stock award relates shall be based on one or more of the
following business criteria applied to the grantee, a business unit or the
Company and/or an Affiliate: stock price, market share, sales, earnings per
share, return on
6
<PAGE>
equity, assets, capital or investment, net income, operating income, operating
income before restructuring charges, plus depreciation and amortization other
than relating to early extinguishment of debt and debt issuance costs, net
sales growth, expense targets, working capital targets relating to inventory
and/or accounts receivable, operating margin, planning accuracy (as measured by
comparing planned results to actual results), and implementation or completion
of critical projects or processes; (iii) in any year, a grantee may not be
granted stock awards covering a total of more than 100,000 shares of Common
Stock pursuant to this Section 2.4; and (iv) once granted, the Committee may
not have discretion to increase the amount payable under such stock award,
provided, however, that whether or not a stock award is intended to constitute
qualified performance-based compensation within the meaning of Code section
162(m), the Committee shall make appropriate adjustments in performance goals
under an Award to reflect the impact of extraordinary items not reflected in
such goals. For purposes of the Plan, extraordinary items shall be defined as
(1) any profit or loss attributable to acquisitions or dispositions of stock or
assets, (2) any changes in accounting standards that may be required or
permitted by the Financial Accounting Standards Board or adopted by the Company
after the goal is established, (3) all items of gain, loss or expense for the
year related to restructuring charges for the Company, (4) all items of gain,
loss or expense for the year determined to be extraordinary or unusual in
nature or infrequent in occurrence or related to the disposal of a segment of a
business all determined in accordance with standards established by Opinion No.
30 of the Accounting Principles Board (APB Opinion No. 30), (5) all items of
gain, loss or expense for the year related to discontinued operations that do
not qualify as a segment of a business as defined in APB Opinion No. 30, and
(6) such other items as may be prescribed by Code section 162(m) and the
Treasury Regulations thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions and any changes thereto. The
Committee shall, prior to making any award under this Section 2.4(g), certify
in writing that all applicable performance goals have been attained.
2.5 Performance Awards.
(a) The Committee may grant performance awards, alone or in
tandem with other Awards under the Plan, to acquire shares of Common Stock to
such key personnel and in such amounts and subject to such terms and conditions
as the Committee shall from time to time in its sole discretion determine,
subject to the terms of the Plan.
(b) Each performance award under the Plan shall relate to a
specified maximum number of shares, and shall be exchangeable for all or a
portion of such shares, or for cash (or such other form of consideration as may
be determined by the Committee equivalent in value thereto) in up to an amount
equal to the fair market value of an equal number of unrestricted shares, at
the end of such specified period (a "performance cycle") as may be established
by the Committee. The number of such shares which may be deliverable pursuant
to such performance award shall be based upon the degree of attainment over
such performance cycle of such measure of the performance of the Company, an
Affiliate, one or more of its or their respective divisions or other business
units, or the grantee, all as may be established by the Committee. The
Committee may make such provision in the Plan agreement for full or partial
credit, prior to completion of such performance cycle or achievement of the
degree of attainment
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of the measures of performance specified in connection with such performance
award, in the event of the participant's death, retirement or disability, or in
such other circumstances, as the Committee in its sole discretion may determine
to be fair and equitable to the participant or in the interest of the Company.
(c) In the event that the Committee grants a performance
award that is intended to constitute qualified performance-based compensation
within the meaning of Code section 162(m), the following rules shall apply (as
such rules may be modified by the Committee to conform with Code section 162(m)
and the Treasury Regulations thereunder as may be in effect from time to time,
and any amendments, revisions or successor provisions, and any changes
thereto): (i) payments under the performance award shall be made solely on
account of the attainment of one or more objective performance goals
established in writing by the Committee not later than 90 days after the
commencement of the period of service to which the performance award relates
(or if less, 25% of such period of service); (ii) the performance goal(s) to
which the performance award relates shall be based on one or more of the
following business criteria applied to the grantee, a business unit or the
Company and/or an Affiliate: stock price, market share, sales, earnings per
share, return on equity, assets, capital or investment, net income, operating
income, operating income before restructuring charges, plus depreciation and
amortization other than relating to early extinguishment of debt and debt
issuance costs, net sales growth, expense targets, working capital targets
relating to inventory and/or accounts receivable, operating margin, planning
accuracy (as measured by comparing planned results to actual results), and
implementation or completion of critical projects or processes; (iii) in any
year, a grantee may not be granted performance awards covering a total of more
than 100,000 shares of Common Stock pursuant to this Section 2.5; and (iv) once
granted, the Committee may not have discretion to increase the amount payable
under such performance award, provided, however, that whether or not a
performance award is intended to constitute qualified performance-based
compensation within the meaning of Code section 162(m), the Committee shall
make appropriate adjustments in performance goals under an Award to reflect the
impact of extraordinary items not reflected in such goals. For purposes of the
Plan, extraordinary items shall be defined as (1) any profit or loss
attributable to acquisitions or dispositions of stock or assets, (2) any
changes in accounting standards that may be required or permitted the Financial
Accounting Standards Board or adopted by the Company after the goal is
established, (3) all items of gain, loss or expense for the year related to
restructuring charges for the Company (4) all items of gain, loss or expense
for the year determined to be extraordinary or unusual in nature or infrequent
in occurrence or related to the disposal of a segment of a business all
determined in accordance with standards established by Opinion No. 30 of the
Accounting Principles Board (APB Opinion No. 30), (5) all items of gain, loss
or expense for the year related to discontinued operations that do not qualify
as a segment of a business as defined in APB Opinion No. 30, and (6) such other
items as may be prescribed by Code section 162(m) and the Treasury Regulations
thereunder as may be in effect from time to time, and any amendments, revisions
or successor provisions and any changes thereto. The Committee shall, prior to
making any award under this Section 2.5(c), certify in writing that all
applicable performance goals have been attained.
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2.6 Agreements Evidencing Awards.
(a) Awards granted under the Plan shall be evidenced by
written agreements ("Plan agreements") which shall contain such provisions not
inconsistent with the terms and provisions of the Plan as the Committee may in
its sole discretion deem necessary or desirable.
(b) Each Plan agreement with respect to the granting of an
Award other than a related stock appreciation right shall set forth the number
of shares of Common Stock subject to the Award granted thereby. Each Plan
agreement with respect to the granting of a related stock appreciation right
shall set forth the number of shares of Common Stock subject to the related
option which shall also be subject to the related stock appreciation right
granted thereby.
(c) Each Plan agreement with respect to the granting of an
option shall set forth the amount (the "option exercise price") payable by the
grantee to the Company in connection with the exercise of the option evidenced
thereby. The option exercise price per share shall in no event be less than
100% of the fair market value of a share of Common Stock on the date the option
is granted.
(d) Each Plan agreement with respect to a stock appreciation
right shall set forth the amount (the "appreciation base") over which
appreciation will be measured upon exercise of the stock appreciation right
evidenced thereby. The appreciation base per share of Common Stock subject to
an unrelated stock appreciation right shall in no event be less than 100% of
the fair market value of a share of Common Stock on the date the stock
appreciation right is granted. The appreciation base per share of Common Stock
subject to a related stock appreciation right shall in all cases be the option
exercise price per share of Common Stock subject to the related option.
2.7 Exercise of Related Stock Appreciation Right Reduces Shares
Subject to Option. Upon any exercise of a related stock appreciation right or
any portion thereof, the number of shares of Common Stock subject to the
related option shall be reduced by the number of shares of Common Stock in
respect of which such stock appreciation right shall have been exercised.
2.8 Exercisability of Options, Stock Appreciation Rights and Other
Awards; Cancellation of Awards in Certain Cases. Subject to the other
provisions of the Plan:
(a) Except as hereinafter provided, each Plan agreement with
respect to an option or stock appreciation right shall set forth the period
during which and the conditions subject to which the option or stock
appreciation right evidenced thereby shall be exercisable, and each Plan
agreement with respect to a restricted stock award or performance award shall
set forth the period after which and the conditions subject to which the shares
underlying such Award shall vest or be deliverable, all such periods and
conditions to be determined by the Committee in its sole discretion. Unless the
applicable Plan agreement otherwise specifies: no option or stock appreciation
right shall be exercisable prior to the first anniversary of the date of grant,
and each option or stock appreciation right granted under the Plan shall become
cumulatively exercisable with respect to 25% of the shares of Common Stock
subject thereto, rounded down to the next lower full share, on the first
anniversary of the date of grant, and with respect to an additional 25% of the
shares of Common Stock subject thereto,
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<PAGE>
rounded down to the next lower full share, on each of the second and third
anniversaries of the date of grant, and shall become 100% exercisable on the
fourth anniversary of the date of grant, and shall remain 100% exercisable
until the day prior to the tenth anniversary of the date of grant and shall
terminate and cease to be exercisable on the tenth anniversary of the date of
grant.
(b) Except as provided in Section 2.10(e), no option or stock
appreciation right may be exercised and no shares of Common Stock underlying
any other Award under the Plan may vest or become deliverable more than 10
years after the date of grant.
(c) Unless the applicable Plan agreement otherwise provides,
a related stock appreciation right shall be exercisable at any time during the
period that the related option may be exercised.
(d) Unless the applicable Plan agreement otherwise provides,
an option or stock appreciation right granted under the Plan may be exercised
from time to time as to all or part of the full number of shares as to which
such option or stock appreciation right shall then be exercisable.
(e) An option or stock appreciation right shall be
exercisable by the filing of a written notice of exercise with the Company, on
such form and in such manner as the Committee shall in its sole discretion
prescribe, and by payment in accordance with Section 2.9.
(f) Unless the applicable Plan agreement otherwise provides:
in the case of an option or stock appreciation right, at any time after the
Company's receipt of written notice of exercise of an option or stock
appreciation right and prior to the option or stock appreciation right exercise
date (as defined in subsection (g) of this Section 2.8), and in the case of a
stock award or performance award, at any time within the six business days
immediately preceding the otherwise applicable date on which the previously
restricted stock award or performance award would otherwise have become
unconditionally vested or the shares subject thereto unconditionally
deliverable, the Committee, in its sole discretion, shall have the right, by
written notice to the grantee, to cancel such Award or any part thereof if the
Committee, in its sole judgment, determines that legal or contractual
restrictions and/or blockage and/or other market considerations would make the
Company's acquisition of Common Stock from, and/or the grantee's sale of Common
Stock to, the public markets illegal, impracticable or inadvisable. If the
Committee determines to cancel all or any part of an Award, the Company shall
pay to the grantee an amount equal to the excess of (i) the aggregate fair
market value of the shares of Common Stock subject to the Award or part thereof
canceled (determined as of the option or stock appreciation right exercise
date, or the date that shares would have been unconditionally vested or
delivered in the case of a stock award or performance award), over (ii) the
aggregate option exercise price or appreciation base of the option or stock
appreciation right or part thereof canceled (in the case of an option or stock
appreciation right) or any amount payable as a condition of delivery of shares
(in the
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<PAGE>
case of a stock award or performance award). Such amount shall be delivered to
the grantee as soon as practicable after such Award or part thereof is
canceled.
(g) Unless the applicable Plan agreement otherwise provides,
the "option exercise date" and the "stock appreciation right exercise date"
shall be the date that written notice of exercise, together with payment, are
received by the Company; provided that if subsection (f) of this Section 2.8 is
applicable, the option exercise date or stock appreciation right exercise date
shall be the later of: (i) the sixth business day following the date written
notice of exercise is received by the Company; and (ii) the date when payment
is received by the Company.
2.9 Payment of Award Price.
(a) Unless the applicable Plan agreement otherwise provides
or the Committee in its sole discretion otherwise determines, any written
notice of exercise of an option or stock appreciation right must be accompanied
by payment of the full option or stock appreciation exercise price. If Section
2.8(g) applies, and the six business day delay for the option exercise date or
stock appreciation right exercise date is applied, the grantee shall have no
right to pay the option or stock appreciation right exercise price or to
receive Common Stock with respect to the option or stock appreciation right
exercise prior to the lapse of such six business days.
(b) Payment of the option exercise price and of any other
payment required by the Plan agreement to be made pursuant to any other Award
shall be made in any combination of the following: (i) by certified or official
bank check payable to the Company (or the equivalent thereof acceptable to the
Committee); (ii) with the consent of the Committee in its sole discretion, by
personal check (subject to collection) which may in the Committee's discretion
be deemed conditional; and/or (iii) unless otherwise provided in the applicable
Plan agreement, by delivery of previously-acquired shares of Common Stock owned
by the grantee for at least six months (or such longer or shorter period as the
Committee may in its discretion determine that will not result in variable
accounting treatment) having a fair market value (determined as of the option
exercise date, in the case of options, or other relevant payment date as
determined by the Committee, in the case of other Awards) equal to the portion
of the exercise price being paid thereby, provided that the Committee may
require, as a condition of accepting any such delivery of shares of Common
Stock, that the grantee furnish an opinion of counsel acceptable to the Company
to the effect that such delivery would not result in the grantee incurring any
liability under Section 16(b) of the Act and does not require any Consent (as
defined in Section 3.2) (a "Compliance Opinion"). Payment in accordance with
clause (i) of this Section 2.9(b) may be deemed to be satisfied, if and to the
extent that the applicable Plan agreement so provides or the Committee permits,
by delivery to the Company of an assignment of a sufficient amount of the
proceeds from the sale of Common Stock to be acquired pursuant to the Award to
pay for all of the Common Stock to be acquired pursuant to the Award and an
authorization to the broker or selling agent to pay that amount to the Company
and to effect such sale at the time of exercise or other delivery of shares of
Common Stock, provided that the Committee may require, as a
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<PAGE>
condition of accepting any such payment, that the grantee furnish a Compliance
Opinion. In the case of payment made in accordance with clause (iii) of this
Section 2.9(b) or clause (ii) of Section 3.4(b), if (A) the person paying the
option exercise price or other payment required by a Plan agreement is the
grantee of the Award and is actively employed on the exercise date and (B) all
or any portion of the previously-acquired shares of Common Stock so delivered
in payment were acquired by the grantee upon exercise of an option or stock
appreciation right, then, if and to the extent that the applicable Plan
agreement so provides or the Committee in its sole discretion so determines,
the grantee shall be granted a replacement option on the option exercise date
or other payment date to purchase a number of shares of Common Stock equal to
the number of shares so delivered in payment, at an exercise price equal to the
fair market value of the Common Stock on the exercise date and upon such other
terms, conditions and restrictions (which may be the same as or different than
the terms, conditions and restrictions of the Award so exercised) as the
Committee may determine and set forth in the Plan agreement evidencing such
replacement option. As soon as practicable after receipt of full payment, the
Company shall, subject to the provisions of Sections 2.8(f) and 3.2, deliver to
the grantee a certificate or certificates for the shares of Common Stock
deliverable pursuant to such Award, which certificate or certificates may bear
such legends as the Company may deem appropriate concerning restrictions on
their disposition in accordance with applicable federal and state securities
laws, rules and regulations or otherwise.
(c) Notwithstanding any other provision of this Plan or the
applicable Plan agreement, no grantee shall, directly or indirectly, sell any
shares of Common Stock unless (i) such grantee owns the shares to be sold or
has exercised an Award with respect thereto and the shares to be sold are
immediately issuable to the grantee pursuant to such exercise (subject to
Section 2.8(g) if applicable) and (ii) such grantee delivers such shares in
settlement in accordance with all settlement rules applicable to such
transaction.
2.10 Termination of Employment.
(a) The following "default rules" set forth in this Section
2.10 shall govern the exercisability of options and the continuation of other
Awards following termination of employment of a grantee with the Company and
its Affiliates except where: (i) other provisions of the Plan specify a
different rule (e.g., Section 3.11 dealing with early termination of an option
following certain corporate events); or (ii) the Plan agreement provides for a
different rule (as specified by the Committee pursuant to its authority under
the Plan).
(b) Upon termination of a grantee's employment with the
Company and its Affiliates (i) by the Company or its Affiliate either for (A)
"good reason" as defined in the Revlon Executive Severance Policy as in effect
on the date of adoption of this Plan or (B) "good reason", "cause" or any like
term as defined under any employment agreement to which a grantee may be a
party or (ii) by a grantee otherwise than either for (A) "good reason", "cause"
or any like term as defined under any employment agreement to which a grantee
may be a party or (B) the reasons described in subsection (d) or (e) hereof,
all outstanding options and stock appreciation rights granted to such grantee
shall cease to be
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<PAGE>
exercisable, and such grantee may not satisfy any condition or limitation which
is unsatisfied (and no additional portion shall otherwise become vested) under
any other outstanding Award, following the date of such termination of
employment, and all outstanding Awards held by such grantee shall in all
respects automatically be canceled on the date of such termination of
employment.
(c) Upon termination of a grantee's employment with the
Company and its Affiliates for any reason other than as described in subsection
(b), (d) or (e) hereof, the portions of outstanding options and stock
appreciation rights granted to such grantee that are exercisable as of the date
of termination of employment of such grantee may continue to be exercised, and
any payment or notice provided for under the terms of any other outstanding
Award as respects the portion thereof vested as of the date of termination of
employment may be given, for a period of one year from and including the date
of termination of employment, but no additional portions of outstanding options
or stock appreciation rights granted to such grantee shall become exercisable,
and such grantee may not satisfy any condition or limitation which is
unsatisfied (and no additional portion shall otherwise become vested) under any
other outstanding Award, following the date of such termination of employment,
and such unexercisable Awards or parts thereof shall in all respects
automatically be canceled on the date of such termination of employment.
(d) If the grantee voluntarily retires with the consent of
the grantee's employer or the grantee's employment terminates due to permanent
disability, all outstanding options and stock appreciation rights granted to
such grantee shall continue to become exercisable, all other outstanding Awards
granted to such grantee shall continue to vest, and the grantee shall be
entitled to continue satisfying any performance or other condition under all
other Awards, in each case in accordance with the terms of the applicable Plan
agreements, and the grantee shall be entitled to exercise each such option or
stock appreciation right and to make any payment, give any notice and satisfy
any performance or other condition under each such other Award, in each case,
for a period of one year from and including (x) the date on which all portions
of the Award first become fully exercisable or vested or capable of being
satisfied, as the case may be, or (y) the date of termination of employment or
retirement, whichever of (x) or (y) occurs last, and thereafter such Awards or
parts thereof shall be canceled. Notwithstanding the foregoing, the Committee
may in its sole discretion provide for a longer or shorter period for exercise
of an option or stock appreciation right or may permit a grantee to continue
vesting under an option, stock appreciation right or restricted stock award or
to make any payment, give any notice and continue satisfying any performance or
other condition under any other Award in the case of a grantee whose employment
terminates solely because such grantee's employer ceases to be an Affiliate of
the Company or a grantee who transfers employment with the Company's consent to
a purchaser of a business disposed of by the Company. The Committee may in its
sole discretion determine (i) whether any termination of employment is a
voluntary retirement with employer consent or is due to permanent disability
for purposes of the Plan, (ii) whether any leave of absence (including any
short-term or long-term disability or medical leave) constitutes a termination
of employment within the meaning of the Plan, (iii) the applicable date of any
such termination of employment, and (iv) the impact, if any, of any of the
foregoing on Awards under the Plan.
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(e) If the grantee's employment terminates by reason of
death, or if the grantee's employment terminates under circumstances providing
for continued rights under subsection (c) or (d) of this Section 2.10 and
during the period of continued rights described in subsection (c) or (d) the
grantee dies, all outstanding options and stock appreciation rights granted to
such grantee shall become fully exercisable, and any payment or notice provided
for under the terms of any other outstanding Award may be immediately paid or
given and any condition may be satisfied, by the person to whom such rights
have passed under the grantee's will (or if applicable, pursuant to the laws of
descent and distribution) for a period of one year from and including the date
of the grantee's death (notwithstanding that such period may extend more than
10 years after the grant of the Award) and thereafter all such Awards or parts
thereof shall be canceled.
MISCELLANEOUS
3.1 Amendment of the Plan; Modification of Awards
(a) The Board may, without shareholder approval, at any time
and from time to time suspend or discontinue the Plan or revise or amend it in
any respect whatsoever, except that no such amendment shall impair any rights
under any Award theretofore made under the Plan without the consent of the
person to whom such Award was made. Furthermore, except as and to the extent
otherwise permitted by Section 3.5 or 3.11, no such amendment shall, without
shareholder approval:
(i) materially increase the benefits accruing
to grantees under the Plan;
(ii) materially increase the number of shares
of Common Stock in respect of which Awards
may be issued under the Plan pursuant to
Section 1.5 or pursuant to grants of
restricted or unrestricted stock awards
pursuant to Section 2.4, or increase the
number of shares of Common Stock in respect
of which Awards may be granted in any year
under Section 1.5 or 2.5;
(iii) materially modify the designation in
Section 1.3 of the class of persons
eligible to receive Awards under the Plan;
(iv) except as provided in Section 2.10(e),
permit a stock option or unrelated stock
appreciation right to be exercisable, or
shares of Common Stock underlying any other
Award to vest or become deliverable, more
than 10 years after the date of grant;
(v) permit a stock option to have an option
exercise price, or a stock appreciation
right to have an appreciation base, of
less than
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100% of the fair market value of a share
of Common Stock on the date the stock
option or stock appreciation right is
granted; or
(vi) extend the term of the Plan beyond the
period set forth in Section 3.14.
(b) With the consent of the grantee (unless otherwise
provided in the Plan or the applicable Plan agreement) and subject to the terms
and conditions of the Plan (including Section 3.1(a)), the Committee may amend
outstanding Plan agreements with such grantee, including, without limitation,
any amendment which would (i) accelerate the time or times at which an Award
may vest or be exercised and/or (ii) extend the scheduled expiration date of
the Award.
3.2 Restrictions.
(a) If the Committee shall at any time determine that any
Consent (as hereinafter defined) is necessary or desirable as a condition of,
or in connection with, the granting of any Award under the Plan, the
acquisition, issuance or purchase of shares or other rights thereunder, any
determination regarding vesting or termination of any Award or satisfaction of
any performance or other condition thereunder or the taking of any other action
thereunder (each such action being hereinafter referred to as a "Plan Action"),
then such Plan Action shall not be required to be taken, in whole or in part,
unless and until such Consent shall have been effected or obtained to the full
satisfaction of the Committee. Without limiting the generality of the
foregoing, in the event that (i) the Committee shall be entitled under the Plan
to make any payment in cash, Common Stock or both, and (ii) the Committee shall
determine that Consent is necessary or desirable as a condition of, or in
connection with, payment in any one or more of such forms, then the Committee
shall be entitled to determine not to make any payment whatsoever until such
Consent shall have been obtained in the manner aforesaid.
(b) The term "Consent" as used herein with respect to any
Plan Action means (i) any and all listings, registrations or qualifications in
respect thereof upon any securities exchange or other self-regulatory
organization or under any federal, state, local or foreign law, rule or
regulation, (ii) the expiration, elimination or satisfaction of any
prohibitions, restrictions or limitations under any federal, state, local or
foreign law, rule or regulation or the rules of any securities exchange or
other self-regulatory organization, (iii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Committee shall deem necessary or
desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such
listing, qualification or registration be made, and (iv) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies or any parties to any loan agreements or other
contractual obligations of the Company or any of its Affiliates.
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<PAGE>
3.3 Nontransferability.
(a) No Award granted to any grantee under the Plan and no
rights under any Plan agreement shall be assignable or transferable by the
grantee (voluntarily or by operation of law) other than by will or by the laws
of descent and distribution to the extent provided by the Plan and any
applicable Plan agreement. During the lifetime of the grantee, all rights with
respect to any Award granted to the grantee under the Plan or under any Plan
agreement shall be exercisable only by such grantee.
(b) Notwithstanding Section 3.3(a), the Committee may in the
applicable Plan Agreement or at any time thereafter provide that options
granted hereunder which are not intended to qualify as incentive stock options
under Code section 422 may be transferred without consideration by the grantee,
subject to such rules as the Committee may adopt to preserve the purposes of
the Plan, to:
(i) the grantee's spouse, children or grandchildren
(including adopted and stepchildren and
grandchildren) (collectively, the "Immediate
Family");
(ii) a trust solely for the benefit of the grantee and
or members of his or her Immediate Family; or
(iii) a partnership or limited liability company whose
only partners or shareholders are the grantee
and/or members of his or her Immediate Family
members.
(each transferee described in clauses (i), (ii) and (iii)
above is hereinafter referred to as a "Permitted
Transferee"); provided that the grantee provides the
Committee with advance written notice describing the
terms and conditions of the proposed transfer and the
Committee notifies the grantee in writing that such a
transfer would comply with the requirements of the Plan
and any applicable Plan Agreement; and provided further
that with respect to options granted to officers and
directors subject to the reporting requirements of
Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") no such options may be
transferred within six months of the grant date to the
extent such transfer would result in the grant of the
option being deemed to constitute a non-exempt purchase
under Section 16 of the Exchange Act. The terms of any
such transferred option shall apply to the Permitted
Transferee, except that (a) Permitted Transferees shall
not be entitled to transfer any options, other than by
will or the laws of descent and distribution; and (b)
Permitted Transferees shall not be entitled to exercise
any transferred options unless there shall be in effect a
registration statement on an appropriate form under the
Securities Act of 1933, as amended, covering the shares
to be acquired pursuant to the exercise of such option if
the Committee determines that such a registration
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statement is necessary or appropriate. Upon notice from a
Permitted Transferee of its intent to exercise an option,
the Committee shall advise such Permitted Transferee if a
registration statement is necessary and if so whether
such registration statement is in effect.
3.4 Withholding Taxes.
(a) Whenever under the Plan shares of Common Stock are to be
delivered upon exercise of an option or stock appreciation right, upon the
lapse of restrictions on restricted stock awards, pursuant to performance
awards or otherwise, the Committee shall be entitled to require as a condition
of delivery that the grantee remit an amount sufficient to satisfy all federal,
state and other governmental withholding tax requirements related thereto.
Whenever cash is to be paid to a grantee under the Plan (whether upon the
exercise or cancellation of an Award or otherwise), the Company shall be
entitled as a condition of its payment to deduct therefrom, or from any
compensation, expense reimbursement or other payments due to the grantee, an
amount sufficient to satisfy all federal, state and other governmental
withholding tax and like requirements related thereto or to the delivery of any
shares of Common Stock under the Plan.
(b) A grantee may satisfy, in whole or in part, the foregoing
withholding requirements by delivery of unrestricted shares of Common Stock
owned by the grantee for at least six months (or such shorter or longer period
as the Committee may approve or require that will not result in variable
accounting treatment) having a fair market value (determined as of the date of
such delivery by the grantee) equal to the amount otherwise payable. Without
limiting the generality of the foregoing: (i) the Committee may require, as a
condition of accepting any such delivery of shares of Common Stock, that the
grantee furnish a Compliance Opinion and (ii) such delivery may be made by
withholding shares of Common Stock from the shares otherwise issuable pursuant
to the exercise of the Award giving rise to the tax withholding obligation (in
which event the date of delivery shall be deemed the date the Award was
exercised).
3.5 Adjustments Upon Changes in Capitalization. If and to the extent
specified by the Committee, the number of shares of Common Stock which may be
issued under the Plan, the number of shares of Common Stock subject to or
underlying options, unrelated stock appreciation rights, and restricted stock
awards and performance awards theretofore granted under the Plan, any annual or
other limitation on the number of shares with respect to which Awards may be
granted, and the option exercise price of options, the appreciation base of
stock appreciation rights and any payments due with respect to other Awards
theretofore granted under the Plan, may be appropriately adjusted (as the
Committee may determine) for any increase or decrease in the number of issued
shares of Common Stock resulting from the subdivision or combination of shares
of Common Stock or other capital adjustments, or the payment of a stock
dividend after the effective date of the Plan, or other increase or decrease in
such shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that any options, unrelated stock appreciation
rights, restricted stock awards or performance awards, to the extent covering
fractional shares of Common Stock resulting from any such adjustment, shall be
eliminated and terminated, and provided further, that each incentive stock
option granted under the Plan shall not be adjusted in a manner that causes
such option to fail to
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<PAGE>
continue to qualify as an "incentive stock option" within the meaning of Code
section 422. Adjustments under this Section shall be made by the Committee,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.
3.6 Right of Discharge Reserved. Nothing in the Plan or in any Plan
agreement shall confer upon any officer, director, employee or other person the
right to continue in the employment of the Company or any of its Affiliates or
affect any right which the Company or any of its Affiliates may have to
terminate the employment of such officer, director, employee or other person.
3.7 No Rights as a Stockholder. No grantee or other person exercising
an option or stock appreciation right or entitled to delivery of shares of
Common Stock pursuant to any other Award shall have any of the rights of a
stockholder of the Company with respect to shares subject to an option or stock
appreciation right or shares deliverable upon exercise of any other Award until
the issuance of a stock certificate to such person for such shares. Except as
otherwise provided in Section 3.5, no adjustment shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether
in cash, securities or other property) for which the record date is prior to
the date such stock certificate is registered in the name of the grantee. In
the case of a grantee of a restricted stock award, the grantee shall have the
rights of a stockholder of the Company if and only to the extent provided in
the applicable Plan agreement.
3.8 Nature of Payments.
(a) Any and all grants of options, stock appreciation rights,
stock awards and performance awards and payments of cash or issuances of shares
of Common Stock hereunder shall be granted, issued, delivered or paid, as the
case may be, in consideration of services performed for the Company or for its
Affiliates by the grantee.
(b) All such grants, issuances and payments shall constitute
a special incentive payment to the grantee and shall not, unless otherwise
determined by the Committee, be taken into account in calculating the amount of
compensation of the grantee for the purposes of determining any pension,
retirement, death or other benefits under (i) any pension, retirement, life
insurance or other benefit plan of the Company or any Affiliate or (ii) any
agreement between the Company or any Affiliate, on the one hand, and the
grantee on the other hand.
(c) By accepting an Award under the Plan, the grantee shall
thereby be understood to have waived any claim to continued exercise or vesting
of an Award or to damages or severance entitlement related to non-continuation
of the Award beyond the period provided herein or in the applicable Plan
agreement, notwithstanding any contrary provision in any written employment
contract or other agreement with the grantee, whether any such agreement is
executed before or after the grant date of the Award.
18
<PAGE>
3.9 Non-Uniform Determinations. The Committee's determinations under
the Plan need not be uniform and may be made by it selectively among persons
who receive, or are eligible to receive, Awards under the Plan (whether or not
such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make
non-uniform and selective determinations, and to enter into non-uniform and
selective Plan agreements, as to (a) the persons to receive Awards under the
Plan, (b) the terms and provisions of Awards under the Plan, (c) the exercise
by the Committee of its discretion in respect of the exercise of rights
pursuant to the terms of the Plan or any Plan agreement, and (d) the treatment
of leaves of absences, disability leaves, terminations for good reason and
other determinations under the Plan or any Plan agreement.
3.10 Other Payments or Awards. Nothing contained in the Plan shall be
deemed in any way to limit or restrict the Company, any Affiliate or the
Committee from making any award or payment or granting any right to any person
under any other plan, arrangement or understanding, whether now existing or
hereafter in effect.
3.11 Reorganization.
(a) In the event that Revlon or any successor is merged or
consolidated with another corporation and, whether or not Revlon or such
successor shall be the surviving corporation, there shall be any change in the
shares of Common Stock as then constituted by reason of such merger or
consolidation, or in the event that all or substantially all of the assets of
the Company are acquired by another person, or in the event of a reorganization
or liquidation of Revlon or any successor (each such event being herein after
referred to as a "Reorganization Event") or in the event that the Board shall
propose that Revlon or any successor enter into a Reorganization Event, then
the Committee may in its discretion, by written notice to a grantee, provide
that such grantee's options and stock appreciation rights and all other Awards
requiring action on the part of such grantee will be terminated unless such
grantee exercises or takes such action within 30 days (or such longer period as
the Committee shall determine in its sole discretion) after the date of such
notice; provided however that if the Committee takes such action the Committee
also shall accelerate to an appropriate earlier date the dates upon which all
outstanding options and stock appreciation rights of such grantee shall be
exercisable and such action under such other Awards may be taken. The Committee
also may in its discretion, by written notice to a grantee, provide that the
restrictions on restricted stock awards lapse and the performance and other
conditions of other Awards shall be adjusted in the event of a Reorganization
Event upon such terms and conditions as the Committee may determine.
(b) Whenever deemed appropriate by the Committee, the actions
referred to in Section 3.11(a) may be made conditional upon the consummation of
the applicable Reorganization Event.
3.12 Legend on Certificates. All certificates for shares of Common
Stock issued pursuant to Awards hereunder may be stamped or otherwise imprinted
with a legend in such form as the Company may require with respect to any
applicable restrictions on the sale or transfer of shares.
19
<PAGE>
3.13 Section Headings. The section headings contained herein are for
the purposes of convenience only and are not intended to define or limit the
contents of said sections.
3.14 Effective Date and Term of Plan.
(a) This Plan shall be deemed adopted and become effective
upon the approval thereof by the Board; provided that, notwithstanding any
other provision of the Plan, no Award made under the Plan shall be exercisable
unless the Plan is approved, directly or indirectly, by the express consent of
shareholders holding at least a majority in voting power of the Company's
voting stock voting in person or by proxy at a duly held stockholders' meeting,
within 12 months after the date the Plan is adopted.
(b) The Plan shall terminate on February 22, 2006, and no
Awards shall thereafter be made under the Plan. Notwithstanding the foregoing,
all Awards made under the Plan prior to such termination date shall remain in
effect until such Awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan and the applicable Plan agreement.
3.15 Tenure. A participant's right, if any, to continue to serve the
Company or any of its subsidiaries or affiliates as an officer, employee, or
otherwise, shall not be enlarged or otherwise affected by his or her
designation as a participant under the Plan.
3.16 Unfunded Plan. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts except as expressly set forth in the Plan. The Plan is
not intended to be subject to the Employee Retirement Income Security Act of
1974, as amended.
3.17 Governing Law. This Plan shall be governed by the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state.
3.18 Conditions. If pursuant to Section 2.10(e) or Section 3.11(a) the
dates upon which options shall be exercisable are accelerated, it shall be on
the condition that with respect to options granted to officers and directors
subject to the reporting requirements of Section 16 of the Exchange Act the
shares underlying such options may not be sold by any such individual (or their
estate or Permitted Transferee) within 6 months after the grant of the option
to the extent such sale would result in the grant of the option being deemed to
constitute a non-exempt purchase under Section 16 of the Exchange Act.
20
<PAGE>
April 13, 1999
The Board of Directors
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
Dear Sirs:
I am Executive Vice President and General Counsel of Revlon,
Inc., a Delaware corporation (the "Company"), and have acted as counsel to the
Company in connection with the Company's Registration Statement on Form S-8,
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
the registration thereunder of 2,000,000 additional shares of the Company's
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), to
be issued pursuant to or reserved for issuance under the Revlon, Inc. Second
Amended and Restated 1996 Stock Plan (the "Plan").
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined and am
familiar with originals or copies certified or otherwise identified to my
satisfaction, of (i) the Plan; (ii) the Amended and Restated Certificate of
Incorporation and the Amended and Restated By-Laws of the Company, in each case
as amended to the date hereof; (iii) certain resolutions of the Board of
Directors and minutes of the Annual Meeting of Shareholders of the Company
relating to the adoption of the Plan and the issuance of the Class A Common
Stock pursuant to or reserved for issuance under the Plan; and (iv) such other
documents as I have deemed necessary or appropriate as a basis for the opinion
set forth below.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinion expressed herein which were not independently
<PAGE>
established or verified, I have relied upon oral or written statements and
representations of officers and other representatives of the Company and
others.
I am admitted to the Bar in the State of New York and I do
not express any opinion as to any laws other than the laws of the State of New
York and the General Corporation Law of the State of Delaware.
Upon the basis of and subject to the foregoing, I am of the
opinion that the Company has the full power and authority under the General
Corporation Law of the State of Delaware, and under its Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws, to issue the
Class A Common Stock reserved for issuance under the Plan, and that such shares
of Class A Common Stock are validly authorized shares of Class A Common Stock,
and when issued and paid for, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me in Item 5, Interests
of Named Experts and Counsel, of the Registration Statement.
Very truly yours,
/s/ Wade H. Nichols III
-----------------------
Wade H. Nichols III
Executive Vice President and
General Counsel
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Revlon, Inc.:
We consent to the use of our report included in the Annual Report on Form 10-K
for the year ended December 31, 1998 of Revlon, Inc., which is incorporated
herein.
/s/ KPMG LLP
New York, New York
April 13, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn
P. Dickes or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the
Revlon, Inc. (the "Corporation") Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation, to
sign any amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Ronald O. Perelman
- ----------------------
Ronald O. Perelman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn
P. Dickes or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the
Revlon, Inc. (the "Corporation") Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation, to
sign any amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Howard Gittis
- -----------------
Howard Gittis
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn
P. Dickes or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the
Revlon, Inc. (the "Corporation") Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation, to
sign any amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Donald G. Drapkin
- ---------------------
Donald G. Drapkin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn
P. Dickes or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the
Revlon, Inc. (the "Corporation") Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation, to
sign any amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Irwin Engelman
- ------------------
Irwin Engelman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn P. Dickes or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Meyer Feldberg
- ------------------
Meyer Feldberg
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn
P. Dickes or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the
Revlon, Inc. (the "Corporation") Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation, to
sign any amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Morton L. Janklow
- ---------------------
Morton L. Janklow
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn
P. Dickes or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the
Revlon, Inc. (the "Corporation") Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation, to
sign any amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Vernon E. Jordan
- --------------------
Vernon E. Jordan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn P. Dickes or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Edward J. Landau
- --------------------
Edward J. Landau
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn
P. Dickes or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the
Revlon, Inc. (the "Corporation") Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation, to
sign any amendments and supplements relating thereto (including post-effective
amendments) under the Securities Act and to sign any instrument, contract,
document or other writing of or in connection with the Registration Statement
and any amendments and supplements thereto (including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, including this power of attorney, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Jerry W. Levin
- ------------------
Jerry W. Levin
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn P. Dickes or any
of them, each acting alone, her true and lawful attorney-in-fact and agent,
with full power of substitution, for her and in her name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Linda Gosden Robinson
- -------------------------
Linda Gosden Robinson
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn P. Dickes or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Terry S. Semel
- ------------------
Terry S. Semel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Glenn P. Dickes or any
of them, each acting alone, her true and lawful attorney-in-fact and agent,
with full power of substitution, for her and in her name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, with the Securities and Exchange Commission and any
applicable securities exchange or securities self-regulatory body, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 13th
day of April, 1999.
/s/ Martha Stewart
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Martha Stewart
