AMENDED AND RESTATED EMPLOYMENT AGREEMENT by REVLON INC /DE/
Submitted by system on Wed, 10/26/2011 - 10:30am
Company: REVLON INC /DE/
SEC CIK: 887921
SEC Type: EX-10.7
SIC Code: 2844
SIC Industry: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement), dated as of May 1, 2009 (the Effective Date), is entered into by and between Revlon Consumer Products Corporation, a Delaware corporation (RCPC and, together with its parent Revlon, Inc. (Revlon) and its subsidiaries, the Company), and Chris Elshaw (the Executive).
R E C I T A L S
WHEREAS, RCPC wishes to continue to employ the Executive and the Executive wishes to accept continued employment with the Company on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, RCPC and the Executive hereby agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment, Duties. RCPC hereby employs the Executive for the Term (as defined in Section 2.1) to render exclusive and full-time services to the Company. The Executives title shall be Executive Vice President and Chief Operating Officer of Revlon and RCPC, responsible for overseeing the operating results of the Companys U.S. Region and each of the Companys international regions, including Asia Pacific, Latin America and Europe. The Executive shall report to the Chief Executive Officer of Revlon or his or her designee. The Executive shall be a member of RCPCs Operating Committee, as may be in effect from time to time, and shall continue to serve on such Committee at RCPCs discretion.
1.2 Acceptance. The Executive hereby accepts such employment and agrees to render the services described above. During the Term, the Executive agrees to serve the Company faithfully and to the best of the Executives ability, to devote the Executives entire business time, energy and skill to such employment, and to use the Executives best efforts, skill and ability to promote the Companys interests.
1.3 Location. The duties to be performed by the Executive hereunder shall be performed primarily at the office of RCPC in the New York City metropolitan area, subject to reasonable travel requirements consistent with the nature of the Executives duties from time to time on behalf of the Company.
1.4 Performance Warranty. As an inducement for RCPC to enter into this Agreement, the Executive hereby represents that the Executive is not a party to any contract, agreement or understanding which prevents, prohibits or limits the Executive in any way from entering into and fully performing the Executives obligations under this Agreement and any duties and responsibilities that may be assigned to the Executive hereunder.
2. Term of Employment; Certain Post-Term Benefits.
2.1 The Term. The Term of the Executives employment under this Agreement (the Term) shall commence on the Effective Date and shall end twenty-four (24) months after RCPC provides to the Executive notice of non-renewal, unless sooner terminated pursuant to Section 4. During any period that the Executives employment shall continue following the end of the Term, the Executive shall be deemed an employee at will, provided, however, that the Executive shall be eligible for severance on the terms and subject to the conditions of the Revlon Executive Severance Pay Plan, as in effect from time to time, or such plan or plans, if any as may succeed it (the Executive Severance Plan), provided,
further, that the severance continuation payable to the Executive under the Executive Severance Plan shall be not less than a total of 24 months, subject to the terms and conditions of such plan.
2.2 Curtailment of Term. The Term shall end earlier than the date provided in Section 2.1, if sooner terminated pursuant to Section 4. RCPC shall have the right to give written notice of termination of the Term for any reason, at any time, and any such notice shall not be deemed a breach of this Agreement.
3. Compensation; Benefits.
3.1 Salary. RCPC agrees to pay the Executive during the Term a base salary in accordance with RCPCs normal payroll practices, at the annual rate of not less than $700,000 (the Base Salary). All payments of Base Salary or other compensation hereunder shall be less such deductions or withholdings as are required by applicable law and regulations. The Executive will be considered for merit increases in connection with the Executives performance evaluations, which are performed in accordance with RCPCs salary administration policies and procedures. 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.
3.2 Bonus. The Executive shall be eligible to participate in the Revlon Executive Bonus Plan as in effect from time to time, or such plan or plans, if any, as may succeed it (the Bonus Plan) with maximum bonus eligibility of 100% of Base Salary for significantly over-achieving performance objectives set by the Compensation Committee or its designee and target bonus eligibility of 75% of Base Salary for achieving performance objectives set by the Compensation Committee or its designee, subject to the terms and conditions of such Bonus Plan. In the event that the Executives employment shall terminate pursuant to Section 4.4, the Executives bonus with respect to the year during which such termination occurs shall be prorated for the actual number of days of active employment during such year and such bonus as prorated shall be payable (i) if and to the extent bonuses are payable to executives under the Bonus Plan for that year based upon achievement of the objectives set for that year and not including any discretionary bonus amounts which may otherwise be payable to other executives despite non-achievement of bonus objectives for such year and (ii) on the date bonuses would otherwise be payable to executives under the Bonus Plan. Notwithstanding anything herein or contained in the Bonus Plan to the contrary, in the event that the Executives employment shall terminate pursuant to Section 4.4 during any year, the Executive shall be entitled to receive the Executives bonus (if not already paid) with respect to the calendar year immediately preceding the year of termination (if bonuses with respect to such year are payable to other executives based upon achievement of bonus objectives and not based upon discretionary amounts which may be paid to other executives despite non-achievement of bonus objectives) as and when such bonuses would otherwise be payable to executives under the Bonus Plan, despite the fact that Executive may not be actively employed on such date of payment.
3.3 Stock-Based Compensation. Subject to the Executives continued employment, the Executive shall be eligible for recommendation to the Compensation Committee or other committee of the Board administering the Third Amended and Restated Revlon, Inc. Stock Plan or any plan that may replace it, as from time to time in effect, to receive an award of stock options, restricted shares or other awards during the Term, at levels, on terms, and at such times as are generally applicable to other senior executives of the Executives level, in accordance with the Companys long-term stock incentive program as in effect from time to time, provided that the Executive must be actively employed on the date of such grant.
3.4 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
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Executives services under this Agreement, subject to and in accordance with the Revlon Travel and Entertainment Policy as in effect from time to time, or such policy or policies, if any, as may succeed it.
3.5 Vacation. During each calendar year of the Term, the Executive shall be entitled to a vacation period or periods in accordance with the vacation policy of RCPC as in effect from time to time, but not less than four weeks for a full calendar year, plus an additional week of paid home leave (as described in Section 3.8).
3.6 Fringe Benefits. During the Term, the Executive shall be entitled to participate in those qualified and non-qualified defined benefit, defined contribution, group life insurance, medical, dental, disability and other benefit plans and programs of RCPC as from time to time in effect (or their successors) generally made available to other executives of the Executives level and in such other plans and programs and in such perquisites, as from time to time in effect, as may be generally made available to senior executives of RCPC of the Executives level generally in the U.S. Further, during the Term, the Executive will be eligible (a) to participate in Revlons Executive Financial Counseling and Tax Preparation Program, as from time to time in effect, and (b) to receive a car allowance at the rate of $15,000 per annum before taxes, under the car allowance program as in effect from time to time. The Executive acknowledges that, except for rights under the Companys U.K. benefit plans vested prior to the Effective Date in connection with his former assignments, he will no longer participate in any U.K. benefits plans during the Term.
3.7 Internal Revenue Code Section 409A. Section 409A of the Code (as defined below) and/or its related rules and regulations (Section 409A), imposes additional taxes and interest on compensation or benefits deferred under certain nonqualified deferred compensation plans (as defined under the Code). These plans may include, among others, nonqualified retirement plans, bonus plans, stock option plans, employment agreements and severance agreements. The Company reserves the right to provide compensation or benefits under any such plan in amounts, at times and in a manner that minimizes taxes, interest or penalties as a result of Section 409A, including any required withholdings, and the Executive agrees to cooperate with the Company in such actions. Specifically, and without limitation of the previous sentence, if the Executive is a specified employee, as such term is defined under Section 409A (generally one of the Companys top 50 highest paid officers), to the extent required under Section 409A, the Company will not make any payments to the Executive under this Agreement upon a separation of service, as such term is defined under Section 409A, until six months after the Executives date of separation from service or, if earlier, the date of the Executives death. Upon expiration of the six-month period, or, if earlier, the date of the Executives death, the Company shall make a payment to the Executive (or his beneficiary or estate, if applicable) equal to the sum of all payments that would have been paid to the Executive from the date of separation from service had the Executive not been a specified employee through the end of the six month period, and thereafter the Company will make all the payments at the times specified in this Agreement or applicable policy as the case may be. In addition, the Company and the Executive agree that, for purposes of this Agreement, termination of employment (or any variation thereof) will satisfy all of the requirements of separation from service as defined under Section 409A. For purposes of this Agreement, the right to a series of installment payments, such as salary continuation or severance payments, shall be treated as the right to a series of separate payments and shall not be treated as a right to a single payment. For purposes of this Agreement, the term Code shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder, and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section.
3.8 Certain Other Benefits.
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(a) Housing Allowance. From the Effective Date through the earlier of December 31, 2012 or the termination of the Term or the Executives employment hereunder, RCPC will provide the Executive with an annual housing rental allowance, paid monthly, in the annual gross amount of $150,000. RCPC shall also pay or reimburse the Executive for any and all local housing lease termination costs owed by the Executive, as lessee, in the event the Executive is terminated by RCPC under Section 4.4 prior to December 31, 2012 and provides
END OF PREVIEW
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