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EXHIBIT 10.22
EXECUTION COPY
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT amended and restated as of May 9, 2000,
between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC"
and, together with its parent Revlon, Inc. and its subsidiaries the "Company"),
and Douglas Greeff (the "Executive").
RCPC wishes to employ the Executive with the Company, and the
Executive wishes to accept employment with the Company, on the terms and
conditions set forth in this Agreement.
Accordingly, RCPC and the Executive hereby agree as follows:
I. Employment, Duties and Acceptance.
A. Employment, Duties. RCPC hereby employs the Executive for the Term (as
defined in Section 2.1), to render exclusive and full-time services to the
Company, in the capacity of chief financial officer of Revlon, Inc. and to
perform such other duties consistent with such position (including service as a
director of Revlon, Inc. or director or officer of any affiliate of Revlon, Inc.
if elected) as may be assigned by the Board of Directors and the Chief Executive
Officer of Revlon, Inc. The Executive's title shall be Chief Financial Officer
and Executive Vice President, or such other titles of at least equivalent level
consistent with the Executive's duties from time to time as may be assigned to
the Executive by the Board of Directors (the "Board") and the Chief Executive
Officer (the "CEO") of Revlon, Inc. At all times during the Term, the Executive
shall be the senior-most financial officer of the Company. At all times during
the Term, the Executive shall report directly to the CEO and the Board.
A. Acceptance. The Executive hereby accepts such employment and agrees to render
the services described above. During the Term, the Executive agrees to serve the
Company faithfully and to the best of the Executive's ability, to devote the
Executive's entire business time, energy and skill to such employment, and to
use the Executive's best efforts, skill and ability to promote the Company's
interests. The Executive hereby represents that his performance and execution of
this Agreement will not constitute a breach of any agreement or arrangement to
which he is a party or is otherwise bound. Nothing in this Agreement
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shall preclude the Executive from devoting reasonable periods of time to the
management of his personal assets and investments or from devoting reasonable
periods of time to the performance of civic or charitable activities as long as
such activities do not interfere with the performance of his duties to the
Company. The Executive may serve during the Term on the boards of directors of
other corporations with the prior approval of the Board or the CEO.
A. Location. The duties to be performed by the Executive hereunder shall be
performed primarily at the office of Revlon, Inc. in the New York City
metropolitan area, subject to reasonable travel requirements consistent with the
nature of the Executive's duties from time to time on behalf of the Company.
I. Term of Employment; Certain Post-Term Benefits.
A. The Term. The term of the Executive's employment under this Agreement (the
"Term") shall commence on May 9, 2000 (the "Effective Date") and shall end on
such date as provided pursuant to Section 2.2.
A. End-of-Term Provisions. At any time on or after May 8, 2003 RCPC and the
Executive shall have the right to give written notice of non-renewal of the
Term. In the event either RCPC or the Executive gives such notice of
non-renewal, the Term automatically shall be extended so that it ends
twenty-four months after the last day of the month in which such notice is
given. If RCPC or the Executive shall not theretofore have given such notice,
from and after May 8, 2003 unless and until RCPC or the Executive gives written
notice of non-renewal as provided in this Section 2.2, the Term automatically
shall be extended day-by-day; upon the giving of such notice by RCPC or the
Executive, the Term automatically shall be extended so that it ends twenty-four
months after the last day of the month in which RCPC or the Executive gives such
notice. Non-extension of the Term shall not be deemed to be a breach of this
Agreement by RCPC or the Executive for purposes of Section 4.4, provided,
however, that during any period that the Executive's employment shall continue
following termination of the Term, the Executive shall be eligible for severance
on terms no less favorable than those of the Revlon Executive Severance Policy
as in effect on the date of this Agreement upon the Executive's compliance with
the terms thereof, and the Executive shall be deemed to be an employee at will.
A. Special Curtailment. The Term shall end earlier than the date provided in
Section 2.2, if sooner terminated pursuant to Section 4.
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I. Compensation; Benefits.
A. Salary. As compensation for all services to be rendered pursuant to this
Agreement, RCPC agrees to pay the Executive during the Term a base salary,
payable biweekly in arrears, at the annual rate of not less than $650,000
through the period ending February 15, 2001 (the "Base Salary"). Thereafter
during the Term, Base Salary shall be reviewed annually and adjusted upward (but
not downward) in accordance with the Company's policy applicable to the senior
most executives of the Company, provided, however, that Base Salary shall be
increased by 15% on each of March 1, 2001 and March 1, 2002 (in each case, over
the annual rate in effect immediately prior the applicable March 1st) in lieu of
a lesser adjustment pursuant to the aforementioned Company policy if the
Executive has achieved 100% of the individual performance objectives set
annually not later than the March 1, of each year by the Compensation Committee
of the Board of Directors of Revlon, Inc. in its sole discretion (but after
reasonable consultation with the Executive). Notwithstanding the foregoing, the
performance goals with respect to the period ending March 1, 2001 shall be
agreed upon by the Executive and the Compensation Committee of the Board, in
good faith within 90 days following the Effective Date. All payments of Base
Salary or other compensation hereunder shall be less such deductions or
withholdings as are required by applicable law and regulations. In the event
that RCPC, in its sole discretion, from time to time determines to increase the
Base Salary, such increased amount shall, from and after the effective date of
the increase, constitute "Base Salary" for purposes of this Agreement.
A. Bonus. In addition to the amounts to be paid to the Executive pursuant to
Section 3.1, the Executive shall receive an annual bonus of 75% of the
Executive's Base Salary at the rate in effect during the calendar year in which
the bonus is earned, based upon achievement of 100% of the objectives set
annually not later than March 1, of such year by the Compensation Committee of
the Board in its sole discretion (but after reasonable consultation with the
Executive); or in the alternative an annual bonus of up to 150% of the
Executive's Base Salary (determined at the rate in effect during the year prior
to the payment of such bonus, or weighted average rate if more than one rate was
in effect for such year) if such performance objectives are exceeded; and
provided that the Executive's bonus for the year 2000 shall not be less than
$438,000, regardless of the attainment of the objectives for the year 2000 which
objectives shall be set by the Compensation Committee after reasonable
consultation with Executive not later than 90 days from the Effective Date. In
the event that the Executive's employment shall terminate for any reason other
than Cause pursuant to Section 4.3 otherwise than as of a calendar year end, the
Executive's bonus with respect to the calendar year in which employment
terminates shall be prorated for the actual number of days of employment during
such year, and such bonus, if any, shall be payable on the date that executive
bonuses are paid generally, whether or not the Executive remains employed on
such date.
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A. Stock Options. The Executive shall be granted (i) on the Effective Date an
option to purchase 100,000 shares of Revlon common stock, (ii) subject to the
Executive's continued employment not later than February 15, 2001, an option to
purchase 50,000 shares of Revlon common stock, and (iii) subject to the
Executive's continued employment not later than February 15, 2002, an option to
purchase 50,000 shares of Revlon common stock, each with a term of 10 years from
the date of grant and an option exercise price equal to the market price of
Revlon common stock on the date of grant and otherwise on terms (other than
number of shares covered) substantially the same as other senior executives of
the Company generally. Subject to the Executive's continued employment with the
Company, the options so recommended shall vest and become and remain exercisable
as to 25% of the shares subject thereto on each of the first through fourth
anniversaries of the date of grant or, if more advantageous to the Executive, on
terms no less favorable than options granted to RCPC's senior most executives
generally. If prior to the end of the Term, the Company shall terminate the
Executive other than for Cause pursuant to Section 4.3, or the Executive shall
terminate his employment on account of Good Reason pursuant to Section 4.4, the
options so recommended shall vest and be exercisable in accordance with the
terms of the Revlon Inc. Amended and Restated 1996 Stock Plan or any plan that
may replace it, as if the Executive had "retired" with the Company's consent
within the meaning of such plan. For purposes of clarification and for the
avoidance of doubt, treating options as if Executive had "retired" shall mean
that each option held by the Executive as of the date of such termination shall
continue to vest in accordance with its terms and provisions of this Agreement
and shall remain exercisable for one year following the date that such option
becomes fully vested and exercisable. In addition, the Executive shall be
recommended to the Compensation Committee or other committee of the Board
administering the Revlon Inc. Amended and Restated 1996 Stock Plan or any plan
that may replace it, as from time to time in effect, to receive, under that Plan
or otherwise, additional annual grants in years after 2002 under terms and
conditions no less favorable than those granted to RCPC's senior most executives
generally.
A. Business Expenses. RCPC shall pay or reimburse the Executive for all
reasonable expenses actually incurred or paid by the Executive during the Term
in the performance of the Executive's services under this Agreement, subject to
and in accordance with applicable expense reimbursement and related policies and
procedures as in effect from time to time.
A. Vacation. During each year of the Term, the Executive shall be entitled to a
vacation period or periods of four weeks taken in accordance with applicable
vacation policy as in effect from time to time.
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A. Fringe Benefits.
a) During the Term, the Executive shall be entitled to participate in those
qualified and non-qualified defined benefit, defined contribution, group
insurance, medical, dental, disability and other benefit plans of the Company as
from time to time in effect made available to senior executives of the Company
generally and in the Company's Executive Medical Plan providing for
reimbursement of medical and dental benefits not payable under plans generally
available. Without in any way limiting the foregoing, the Executive shall be
eligible to participate at a "Tier 1" level in the Senior Executive Long-Term
Incentive Plan, (the "LTIP") with a target payout of $500,000 at the end of the
year ending December 31, 2002, subject to the terms of the LTIP a summary of
which is annexed hereto. In addition, in accordance with the directives of the
Compensation Committee of the Board of Directors, during the Term the Executive
shall be eligible to use an outside limousine service selected by the Company
for business purposes. Further, during the Term the Executive shall be entitled
to the use of a Company-provided automobile (Mercedes E430 or equivalent
vehicle) in accordance with the Company's executive automobile policy and
guidelines as from time to time in effect, (including all operating costs
thereof and maintenance and monthly parking in a New York City garage) and the
Executive shall be reimbursed for the initiation fees, dues, assessments and
like fees for membership in one city club of the Executive's choice. In
addition, during the Term, the Executive shall be eligible to participate in all
benefit and prerequisite arrangements that the Company makes available generally
to its senior executives, including, without limitation, the executive tax
preparation program and the executive fitness program.
a) During the Term, RCPC agrees to make available to the Executive additional
life insurance coverage with a death benefit of two times the Executive's Base
Salary from time to time, subject to the insurer's satisfaction with the results
of any required medical examination, to which the Executive hereby agrees to
submit, and shall reimburse the Executive for the premium expense related
thereto and gross the Executive up for the tax payable with respect to such
reimbursement. In addition, the Executive shall be entitled to purchase
additional life insurance coverage with a death benefit of up to three times the
Executive's Base Salary subject to the insurer's satisfaction with the results
of the aforementioned medical examination. Such coverage shall be provided
pursuant to the Company's optional supplemental term insurance program, if
available, or if not, the Executive may select a plan of the Executive's choice
and may designate the beneficiary of such plan.
a) During the Term, RCPC shall maintain an individual policy of disability
insurance, naming the Executive as the insured and the Executive or a designee
as the beneficiary, with a benefit equal to (A) fifty percent of the sum of the
Executive's Base Salary in effect on the date of disability plus the Executive's
most recent annual bonus pursuant to Section 3.2 less (B) the long-term
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disability benefit payable under the Company's group disability program as in
effect from time to time (irrespective of whether the Executive has elected to
participate in such long-term disability program).
a) On the Effective Date, RCPC shall loan to the Executive $800,000. Such loan
shall bear interest at a fixed annual rate equal to the applicable federal rate
for May 2000 applicable to mid-term loans, with the interest accrued on the loan
to be due and payable as of May 9, 2001 and on each anniversary thereof
thereafter until such time as the loan shall have been repaid in full. Principal
on such loan shall be payable in equal installments of $160,000 on May 9, 2001
and on each May 9 thereafter. Notwithstanding the foregoing, the total principal
amount of such loan and any accrued, but unpaid interest thereon shall be due
and payable upon the earlier of (x) the January 15 immediately following the
termination of the Executive's employment for any reason or (y) the fifth
anniversary of the Effective Date. Such loan shall be evidenced by a note. Such
loan may be prepaid at any time and from time to time in whole or in part with
any repayments to be applied first to accrued but unpaid interest and next to
the unpaid principal balance on such loan.
a) In furtherance of the Executive's retirement benefit expectations, and
without limiting the Company's ability to modify, in any way, or terminate any
or all of its defined benefit plans, RCPC agrees to guarantee to the Executive a
minimum monthly pension as set forth below:
(1) Commencing with retirement on or after February 1, 2018, RCPC shall pay or
provide a monthly straight life annuity pension amount of $33,333.33, reduced by
the actuarial equivalent of all benefits paid or payable (calculated on a
straight life annuity basis) to or in respect of the Executive under (i) the
Revlon Employees Retirement Plan, the Revlon Pension Equalization Plan, and any
predecessors or successors to either of them, (ii) all other defined benefit
retirement and defined contribution plans, whether or not tax qualified,
maintained at any time by RCPC, Revlon, Inc., any past employer of the
Executive, or the affiliate of any of them, in all cases without regard to
whether the plan has previously terminated, is being currently maintained or is
established and maintained in the future. Such offset for benefits under other
plans shall be determined as of the day this pension starts; shall not be
subsequently adjusted on account of any subsequent benefit accruals or change in
benefit amounts expected under such other plans, whether on account of the
Executive's death or otherwise; and shall disregard benefits derived from
employee before-tax or after-tax contributions to any plan and from employer
matching contributions under any 401(k) plan. Only a percentage (the "Accrued
Percentage") of the amount otherwise payable commencing with the Executive's
retirement on or after February 1, 2018, pursuant to this Section 3.6(v)(a)
shall be paid if the Executive's employment shall terminate prior to February 1,
2011, as follows: the Accrued Percentage for terminations on or after January
31, 2001 and prior to January 31, 2002, shall be 9.09% and thereafter, 9.09%
additional to accrue as of each January 31st on which the
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Executive is still employed with the result that the benefit shall be 100%
accrued on and after January 31, 2011. In addition, commencing with the
Executive's retirement on or after February 1, 2011 but prior to February 1,
2018, the Executive shall be entitled to receive the applicable Accrued
Percentage of the amount payable pursuant to this Section 3.6(v)(a) subject to
actuarial reduction for such early commencement.
(1) The Executive may elect to have the pension determined pursuant to
subsection (a) above paid as an actuarially equivalent joint and 50% survivor
annuity with his spouse as beneficiary if she shall survive the Executive and be
legally married to the Executive at the time of his death. Such election shall
be made by the Executive not later than 90 days before the pension benefit is to
start and shall take effect only if the Executive and his spouse are alive and
married to each other on the day the pension starts. If the Executive's spouse
dies after the pension starts and before the Executive, no adjustment shall be
made to the amount of annual pension payable to the Executive.
(1) If the Executive dies before February 1, 2018, a lifetime pension shall be
payable to the spouse, if any, to whom the Executive was legally married on the
date of his death, commencing on February 1, 2018, in a monthly amount
determined as if the Executive had survived to that date and had then elected to
have his benefit paid as an actuarially equivalent joint and 50% survivor
annuity with his spouse as beneficiary; provided, that the amount otherwise
determined in accordance with the foregoing shall be multiplied by the Accrued
Percentage calculated pursuant to the last sentence of Section 3.6(v)(a) as of
the date of the Executive's death (or, if earlier, the date as of which
Executive's employment terminated), and only that accrued amount shall be due to
the surviving spouse.
(1) For purposes of determining actuarial equivalence, the following assumptions
shall be used: an interest rate equal to the AA corporate bond long-term rate in
effect on the first day of the month preceding the month in which the benefit is
to start, the 1983 Group Annuity Mortality Table, and otherwise the reasonable
actuarial assumptions and methods selected by RCPC's primary actuary.
(1) Notwithstanding any other provision of this Agreement, no benefit shall be
payable pursuant to this subsection 3.6(v), and any amounts then being paid
shall cease and the Executive shall immediately reimburse the Company for
amounts theretofore paid, in the event that (x) prior to May 8, 2003 the
Executive terminates his employment during the Term otherwise than as provided
in Section 4.4, (y) the Executive materially breaches this Agreement (including
Section 5, 6 or 7) or (z) RCPC terminates the Executive's employment (under this
Agreement or otherwise) for "Cause" as set forth in Section 4.3 of this
Agreement.
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(1) Payments pursuant to this subsection 3.6(v) shall be made quarterly or at
such more frequent intervals as RCPC may elect. RCPC's obligation under this
subsection 3.6(v) shall be an unsecured, unfunded and unaccrued contingent
general obligation of RCPC to be satisfied from its unsegregated general funds,
provided that RCPC shall have the right, if it so elects and the Executive
consents, to defease its obligation hereunder by the purchase and delivery to
the Executive of an annuity on his life in the amount provided for above or to
fund its obligation hereunder through the purchase of insurance or other
instruments, and the Executive agrees to comply with the reasonable requests of
RCPC should RCPC elect to do so, including by submitting to medical examination
required in connection with the purchase of any such insurance.
a) RCPC shall reimburse the Executive for his reasonable attorney's fees and
expenses incurred in connection with the negotiation and preparation of this
Agreement.
A. Special Bonuses. As an additional inducement to the Executive to enter into
and remain in RCPC's employ, RCPC agrees to pay to the Executive a special bonus
on each May 9th commencing on May 9, 2001 and ending with May 9, 2005 equal to
the sum of (i) $160,000 plus (ii) the amount of the interest paid on the loan
provided by Section 3.6(iv), provided the Executive is employed on each such May
9; provided, further, however, that if during the Term, (x) the Executive
terminates his employment for "Good Reason" as defined in Section 4.4 or (y)
RCPC terminates his employment for any reason other than Cause, RCPC agrees to
pay to the Executive a special bonus on the date of such termination, equal to
$800,000 minus the sum of any special bonuses paid through the date of such
termination pursuant to this Section 3.7 plus interest accrued, but unpaid since
the previous May 9 with respect to such loan; provided, further, however, that
if during or after the Term, RCPC terminates the Executive's employment for
reasons constituting "Cause" as defined in Section 4.3, no bonus shall be
payable under this Section 3.7 and (in the case of a material breach of Section
5, 6 or 7 following termination of employment) any bonus theretofore paid under
this Section 3.7 shall be forfeited and repaid to RCPC.
I. Termination.
A. Death. If the Executive shall die during the Term, the Term shall terminate
and no further amounts or benefits shall be payable hereunder except pursuant to
Section 3.6 or any compensation or benefit plan in which the Executive then
participates.
A. Disability. If during the Term the Executive shall become physically or
mentally disabled, whether totally or partially, such that the Executive is
unable to perform the Executive's services hereunder for (i) a period of six
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consecutive months or (ii) shorter periods aggregating six months during any
twelve month period, the Company may at any time after the last day of the six
consecutive months of disability or the day on which the shorter periods of
disability shall have equaled an aggregate of six months, by written notice to
the Executive (but before the Executive has returned to active service following
such disability), terminate the Term and no further amounts or benefits shall be
payable hereunder, except that the Executive shall be entitled to receive until
the first to occur of (x) the Executive ceasing to be disabled or (y) the
Executive's attaining the age of 65, continued coverage for the Executive under
the Company paid group life insurance plan and for the Executive and his spouse
and children, if any, under the Company's group medical (including executive
medical) plan, to the extent permitted by such plans and to the extent such
benefits continue to be provided to the Company's senior executives generally.
A. Cause. In the event of (i) conviction of the Executive of a material felony,
(ii) willful or repeated failure by the Executive to perform the Executive's
duties hereunder or (iii) fraud on the part of the Executive or other material
breach by the Executive of this Agreement, RCPC may at any time by written
notice to the Executive terminate the Term for "Cause" and, upon such
termination, the Executive shall be entitled to receive no further amounts or
benefits hereunder, except as required by law or any compensation or benefit
plan in which the Executive then participates. The Executive shall not be deemed
to have been terminated for Cause unless (i) reasonable notice has been
delivered to him setting forth the reasons for the Company's intention to
terminate for Cause, and (ii) a period of ten (10) days has elapsed since
delivery of such notice during which Executive was afforded an opportunity to
cure, if capable of remedy, the reasons for the Company's intention to terminate
for Cause.
A. Company Breach; Other Termination. In the event of (i) the breach of any
material provision of this Agreement by the Company, (ii) the failure of the
Compensation Committee (or other appropriate Committee of the Board) to fully
grant the options contemplated by Section 3.3, (iii) a material adverse change
in the position, title or reporting structure of the Executive, (iv) a
relocation of Revlon, Inc.'s headquarters outside the New York metropolitan area
or the relocation of the Executive's principal place of employment to any
location other than such headquarters, or (v) a material failure by RCPC to pay
compensation or benefits when due to the Executive pursuant to this Agreement;
the Executive shall be entitled to terminate the Executive's employment and the
Term upon 30 days' prior written notice to the Company. Such termination of the
Executive's employment and the Term shall be deemed a termination for "Good
Reason". In addition, RCPC shall be entitled to terminate the Term and the
Executive's employment at any time and without prior notice otherwise than
pursuant to the provisions of Section 4.2 or 4.3. In consideration of the
Executive's covenant in Section 5.2 upon termination under this Section 4.4 by
the Executive, or in the event RCPC so terminates the Term otherwise than
pursuant to the provisions of Section 4.2 or 4.3, RCPC agrees, and the Company's
sole obligation
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arising from such termination (except as otherwise provided in Sections 3.6 and
3.7 and Section 3.3 (solely with regard to vesting and exercisability of
options) or any compensation or benefit plan in which the Executive then
participates) shall be (at the Executive's election by written notice within 10
days after such termination), for RCPC either:
a) to make payments in lieu of Base Salary in the amounts prescribed by Section
3.1, to pay the Executive the guaranteed portion of any annual bonus
contemplated by Section 3.2 and to continue the Executive's participation in the
benefits provided for in subsections (i), (ii) and (iii) of Section 3.6 (except,
in the case of subsection (i), the use of the limousine service) (in each case
less amounts required by law to be withheld) through the date on which the Term
would have expired pursuant to Section 2.2 if RCPC had given notice of
non-renewal on or as promptly as permitted by Section 2.2 after the date of
termination, provided that (1) such benefit continuation is subject to the terms
of such plans, (2) group life insurance continuation is subject to a limit of
two years pursuant to the terms thereof, (3) the Executive shall cease to be
covered by medical and/or dental plans of the Company at such time as the
Executive becomes covered by like plans of another company, (4) the Executive
shall, as a condition, execute such release, confidentiality, non-competition
and other covenants as would be required in order for the Executive to receive
payments and benefits under Revlon Executive Severance Policy as in effect on
the date of this Agreement and (5) any cash compensation paid or payable or any
non-cash compensation paid or payable in lieu of cash compensation earned by the
Executive from other employment or consultancy during such period shall reduce
the payments provided for herein payable with respect to such other employment
or consultancy (it being understood that the Executive shall have no obligation
to repay to the Company any amounts previously paid to the Executive hereunder
by the Company as a result of any compensation earned by Executive after the
date of such payment), or
a) to make the payments and provide the benefits prescribed by the Executive
Severance Policy of the Company as in effect on the date of this Agreement
(except that the provision in Paragraph IIIC(ii) establishing a limit of six
months of payments shall not be applicable to the Executive) upon the
Executive's compliance with the terms thereof.
A. Litigation Expenses. If RCPC and the Executive become involved in any action,
suit or proceeding relating to the alleged breach of this Agreement by RCPC or
the Executive, or any dispute as to whether a termination of the Executive's
employment is with or without Cause or a resignation of employment is with or
without Good Reason, then if and to the extent that a final judgment in such
action, suit or proceeding is rendered in favor of the Executive, RCPC shall
reimburse the Executive for all expenses (including reasonable attorneys' fees)
incurred by the Executive in connection with such action, suit or proceeding or
the portion thereof adjudicated in favor of the Executive. Such costs shall be
paid to the Executive
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promptly upon presentation of expense statements or other supporting information
evidencing the incurrence of such expenses.
I. Protection of Confidential Information; Non-Competition.
A. The Executive acknowledges that the Executive's services will be unique, that
they will involve the development of Company-subsidized relationships with key
customers, suppliers, and service providers as well as with key Company
employees and that the Executive's work for the Company has given and will give
the Executive access to highly confidential information not available to the
public or competitors, including trade secrets and confidential marketing,
sales, product development and other data and place which it would be
impracticable for the Company to effectively protect and preserve in the absence
of this Section 5 and the disclosure or misappropriation of which could
materially adversely affect the Company. Accordingly, the Executive agrees:
1. except in the course of performing the Executive's duties provided for in
Section 1.1, not at any time, whether before, during or after the Executive's
employment with the Company, to divulge to any other entity or person any
confidential information acquired by the Executive concerning the Company's or
its affiliates' financial affairs or business processes or methods or their
research, development or marketing programs or plans, any other of its or their
trade secrets, any information regarding personal matters of any directors,
officers, employees or agents of the Company or its affiliates or their
respective family members, or any information concerning the circumstances of
the Executive's employment and any termination of the Executive's employment
with the Company or any information regarding discussions related to any of the
foregoing. The foregoing prohibitions shall include, without limitation,
directly or indirectly publishing (or causing, participating in, assisting or
providing any statement, opinion or information in connection with the
publication of) any diary, memoir, letter, story, photograph, interview,
article, essay, account or description (whether fictionalized or not) concerning
any of the foregoing, publication being deemed to include any presentation or
reproduction of any written, verbal or visual material in any communication
medium, including any book, magazine, newspaper, theatrical production or movie,
or television or radio programming or commercial. In the event that the
Executive is requested or required to make disclosure of information subject to
this Section 5.1.1 under any court order, subpoena or other judicial process,
the Executive will promptly notify RCPC, take all reasonable steps requested by
RCPC to defend against the compulsory disclosure and permit RCPC to control with
counsel of its choice any proceeding relating to the compulsory disclosure. The
Executive acknowledges that all information, the disclosure of which is
prohibited by this section, is of a confidential and proprietary character and
of great value to the Company.
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1. to deliver promptly to the Company on termination of the Executive's
employment with the Company, or at any time that RCPC may so request, all
memoranda, notes, records, reports, manuals, drawings, blueprints and other
documents (and all copies thereof) relating to the Company's business and all
property associated therewith, which the Executive may then possess or have
under the Executive's control.
A. In consideration of RCPC's covenant in Section 4.4, the Executive shall (i)
in all respects fully to comply with the terms of the Employee Agreement as to
Confidentiality and Non-Competition referred to in Revlon Executive Severance
Policy (the "Non-Competition Agreement"), whether or not the Executive is a
signatory thereof, with the same effect as if the same were set forth herein in
full, and (ii) in the event that the Executive shall terminate the Executive's
employment otherwise than as provided in Section 4.4, the Executive shall comply
with the restrictions set forth in paragraph 9(e) of the Non-Competition
Agreement through the earliest date on which the Term would have expired
pursuant to Section 2.2 if RCPC had given notice of non-renewal on or as
promptly as permitted by Section 2.2 after the date of termination, subject only
to the Company continuing to make payments equal to the Executive's Base Salary
during such period, notwithstanding the limitation otherwise applicable under
paragraph 9(d) thereof or any other provision of the Non-Competition Agreement.
A. If the Executive commits a breach of any of the provisions of Section 5.1 or
5.2 hereof, RCPC shall have the following rights and remedies:
1. the right and remedy to immediately terminate all further payments and
benefits provided for in this Agreement, except as may otherwise be required by
law in the case of qualified benefit plans.
1. the right and remedy to have the provisions of this Agreement specifically
enforced by any court having equity jurisdiction, it being acknowledged and
agreed that any such breach will cause irreparable injury to the Company and
that money damages and disgorgement of profits will not provide an adequate
remedy to the Company, and, if the Executive attempts or threatens to commit a
breach of any of the provisions of Section 5.1 or 5.2, the right and remedy to
be granted a preliminary and permanent injunction in any court having equity
jurisdiction against the Executive committing the attempted or threatened breach
(it being agreed that each of the rights and remedies enumerated above shall be
independent of the others and shall be severally enforceable, and that all of
such rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to RCPC under law or in equity), and
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1. the right and remedy to require the Executive to account for and pay over to
the Company all compensation, profits, monies, accruals, increments or other
benefits (collectively "Benefits") derived or received by the Executive as the
result of any transactions constituting a breach of any of the provisions of
Section 5.1 or 5.2 hereof, and the Executive hereby agrees to account for and
pay over such Benefits as directed by RCPC.
A. If any of the covenants contained in Section 5.1, 5.2 or 5.3, or any part
thereof, hereafter are construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenant or covenants, which shall be given full
effect, without regard to the invalid portions.
A. If any of the covenants contained in Section 5.1 or 5.2, or any part thereof,
are held to be unenforceable because of the duration of such provision or the
area covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision so as
to be enforceable to the maximum extent permitted by applicable law and, in its
reduced form, said provision shall then be enforceable.
B. The parties hereto intend to and hereby confer jurisdiction to enforce the
covenants contained in Sections 5.1, 5.2 and 5.3 upon the courts of any state
within the geographical scope of such covenants. In the event that the courts of
any one or more of such states shall hold such covenants wholly unenforceable by
reason of the breadth of such covenants or otherwise, it is the intention of the
parties' hereto that such determination not bar or in any way affect RCPC's
right to the relief provided above in the courts of any other states within the
geographical scope of such covenants as to breaches of such covenants in such
other respective jurisdictions, the above covenants as they relate to each state
being for this purpose severable into diverse and independent covenants.
A. Any termination of the Term or the Executive's employment shall have no
effect on the continuing operation of this Section 5.
A. Pursuant to Sections 4.4 and 5.2, the Executive is subject to certain
non-competition covenants set forth in the Non-Competition Agreement referred to
in the Revlon Executive Severance Policy, which covenants extend beyond the
Executive's termination of employment. If prior to January 1, 2003 the Executive
shall terminate his employment pursuant to Section 4.4. or the Company shall
terminate the Executive's employment other than for Cause pursuant to Section
4.3, then the restrictions on entering competitive employment otherwise
applicable shall not survive more than 12 months following any such termination
of employment (but all other covenants shall remain applicable in accordance
with their terms).
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I. Inventions and Patents.
A. The Executive agrees that all processes, technologies and inventions
(collectively, "Inventions"), including new contributions, improvements, ideas
and discoveries, whether patentable or not, conceived, developed, invented or
made by him during the Term shall belong to the Company, provided that such
Inventions grew out of the Executive's work with the Company or any of its
subsidiaries or affiliates, are related in any manner to the business
(commercial or experimental) of the Company or any of its subsidiaries or
affiliates or are conceived or made on the Company's time or with the use of the
Company's facilities or materials. The Executive shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions for the
United States and foreign countries; (c) sign all papers necessary to carry out
the foregoing; and (d) give testimony in support of the Executive's
inventorship.
A. If any Invention is described in a patent application or is disclosed to
third parties, directly or indirectly, by the Executive within two years after
the termination of the Executive's employment with the Company, it is to be
presumed that the Invention was conceived or made during the Term.
A. The Executive agrees that the Executive will not assert any rights to any
Invention as having been made or acquired by the Executive prior to the date of
this Agreement, except for Inventions, if any, disclosed to the Company in
writing prior to the date hereof.
I. Intellectual Property.
Notwithstanding and without limiting the provisions of Section 6, the Company
shall be the sole owner of all the products and proceeds of the Executive's
services hereunder, including, but not limited to, all materials, ideas,
concepts, formats, suggestions, developments, arrangements, packages, programs
and other intellectual properties that the Executive may acquire, obtain,
develop or create in connection with or during the Term, free and clear of any
claims by the Executive (or anyone claiming under the Executive) of any kind or
character whatsoever (other than the Executive's right to receive payments
hereunder), The Executive shall, at the request of RCPC, execute such
assignments, certificates or other instruments as RCPC may from time to time
deem necessary or desirable to evidence, establish, maintain, perfect, protect,
enforce or defend its right, title or interest in or to any such properties.
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I. Indemnification and Directors and Officers Insurance.
RCPC will indemnify the Executive, to the maximum extent permitted by applicable
law, against all costs, charges and expenses incurred or sustained by the
Executive in connection with any action, suit or proceeding to which the
Executive may be made a party, brought by any shareholder of the Company
directly or derivatively or by any third party by reason of any act or omission
of the Executive as an officer, director or employee of the Company or of any
subsidiary or affiliate of the Company. In addition, the Executive shall be
covered by RCPC's directors and officers liability insurance policy to the same
extent as the other senior most executives of RCPC.
I. Notices.
All notices, requests, consents and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally, sent by overnight courier or mailed first class,
postage prepaid, by registered or certified mail (notices mailed shall be deemed
to have been given on the date mailed), as follows (or to such other address as
either party shall designate by notice in writing to the other in accordance
herewith):
If to the Company, to:
Revlon Consumer Products Corporation
625 Madison Avenue
New York, NY 10022
Attention: General Counsel
If to the Executive, to the Executive's principal residence as
reflected in the records of the Company.
I. General.
A. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York applicable to agreements made between
residents thereof and to be performed entirely in New York.
A. The section headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement.
A. This Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter hereof, and supersedes all
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prior agreements, arrangements and understandings, written or oral, relating to
the subject matter hereof. No representation, promise or inducement has been
made by either party that is not embodied in this Agreement, and neither party
shall be bound by or liable for any alleged representation, promise or
inducement not so set forth.
A. This Agreement, and the Executive's rights and obligations hereunder, may not
be assigned by the Executive, nor may the Executive pledge, encumber or
anticipate any payments or benefits due hereunder, by operation of law or
otherwise. RCPC may assign its rights, together with its obligations, hereunder
(i) to any affiliate or (ii) to a third party in connection with any sale,
transfer or other disposition of all or substantially all of any business to
which the Executive's services are then principally devoted, provided that no
assignment shall relieve RCPC from its obligations hereunder to the extent the
same are not timely discharged by such assignee.
A. This Agreement may be amended, modified, superseded, canceled, renewed or
extended and the terms or covenants hereof may be waived, only by a written
instrument executed by both of the parties hereto, or in the case of a waiver,
by the Party waiving compliance. The failure of either party at any time or
times to require performance of any provision hereof shall in no manner affect
the right at a later time to enforce the same. No waiver by either party of the
breach of any term or covenant contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.
A. This Agreement may be executed in two or more counterparts, each of which
shall he deemed to be an original but all of which together will constitute one
and the same instrument.
I. Subsidiaries and Affiliates.
As used herein, the term "subsidiary" shall mean any corporation or other
business entity controlled directly or indirectly by the corporation or other
business entity in question, and the term "affiliate" shall mean and include any
corporation or other business entity directly or indirectly controlling,
controlled by or under common control with the corporation or other business
entity in question.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Robert Kretzman
---------------------------------------
/s/ Douglas H. Greeff
-------------------------------------------
Douglas Greeff, the Executive
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