EMPLOYMENT AGREEMENT AMENDMENT
Amendment to Employment Agreement dated as of January 1, 1997 (the
'Agreement') between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware
corporation (the 'Company') and George Fellows (the 'Executive').
The Company and the Executive wish to amend the Employment Agreement
on the terms set forth in this agreement (the 'Amendment'), capitalized terms
used herein and not otherwise defined being used herein with the meanings
ascribed to them in the Agreement. Accordingly, the Company and the Executive
hereby agree as follows:
1. Salary. The first sentence of Section 3.1 of the Agreement is
hereby amended by deleting the portion of said sentence following the date
'1997' appearing in the fourth line and substituting therefore the following:
'and not less than $1,800,000 during the balance of the Term (the
2. End-of-Term Provisions. Section 2.2 of the Agreement is hereby
amended by adding at the end thereof the following:
', and the Executive shall be deemed to be an employee at will.'
3. Stock Options. Section 3.3 of the Agreement is hereby amended by
adding at the end thereof the following:
', provided that if the Term shall end otherwise than at a calendar
year end, the stock option granted with respect to such final year of the Term
shall cover that number of shares that is the product of multiplying the number
of shares above set forth by a fraction of which the numerator is the number of
days of the Term during such final year and the denominator is 365.'
4. Company Breach; Other Termination. Clause (i) of Section 4.4 of the
Agreement is hereby amended by adding at the end thereof the following:
', and provided finally that the Executive shall, as a condition,
execute such release, confidentiality, non-competition and other covenants as
would be required in order for the Executive to receive payments and benefits
under the Policy referred to in clause (ii) below'
5. Entire Agreement. This Amendment sets forth the entire agreement
and understanding of the parties with respect to the amendment of the
Agreement. Except as expressly amended hereby, the Agreement shall not be
deemed to have been modified or affected in any way, shall be deemed to have
been restated effective the date hereof, and shall remain in full force and
effect upon all of its terms and conditions.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
9th day of April, 1998.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Wade H. Nichols
/s/ George Fellows