AMENDED AND RESTATED
REVLON PENSION EQUALIZATION PLAN
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The Revlon Pension Equalization Plan, maintained by Revlon Consumer
Products Corporation ('Revlon'), is hereby amended and restated in its entirety
as follows, effective December 14, 1998 unless otherwise indicated:
I. Definitions
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For purposes of this Revlon Pension Equalization Plan, the following
terms shall have the respective meanings stated below unless a different meaning
is plainly required by the context:
(a) 'Pension Plan' means the Revlon Employees' Retirement Plan
(formerly known as the Revlon, Inc. Employees' Retirement Plan) originally
established effective October 30, 1943, as thereafter from time to time
amended.
(b) 'Employer' means Revlon, Inc. (formerly known as New Revlon Inc.)
and Revlon Consumer Products Corporation and any other corporation or other
business entity which shall at any time be an 'Employer' as defined in the
Pension Plan.
(c) 'Plan' means the Revlon Pension Equalization Plan (formerly known
as the Revlon Inc. Pension Equalization Plan) set forth herein as it may from
time to time be amended.
(d) 'Participant' means any current or former employee of an Employer
who is eligible for benefits under the Pension Plan.
(e) 'Company' means Revlon Consumer Products Corporation, its
subsidiaries, divisions and affiliates, and successors to any of them.
II. Liability for Benefits
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(a) ERISA Section 3(36) Excess Benefits. Each Employer who shall at
any time have employed a Participant and Revlon (whether or not it shall have
employed such Participant), shall be jointly and severally liable to pay to such
Participant or to his spouse or beneficiary, the entire amount by which (x) the
benefits which would have been payable to such Participant or spouse or
beneficiary under the Pension Plan but for the limitations on benefits imposed
by section 415 of the Internal Revenue Code of 1986, as amended (the 'Code'),
and section 2004 of the Employee Retirement Income Security Act of 1974, as
amended ('ERISA'), or corresponding provisions of subsequent law, exceed (y) the
actual benefits which are payable to such Participant or spouse or beneficiary
under the Pension Plan after giving effect to the limitations on benefits
imposed by said provisions of the Code and ERISA (and any applicable Pension
Plan language reflecting such provisions).
(b) Code Section 401(a)(17) Excess Benefits. In addition to the joint
and several liabilities set forth in paragraph (a), each Employer who shall at
any time have employed a Participant, and Revlon (whether or not it shall have
employed such Participant), shall be jointly and severally liable to pay to
such Participant, or to his spouse or beneficiary, the entire amount by which
(x) the benefits which would have been payable to such Participant or spouse or
beneficiary under the Pension Pla and paragraph (a) hereof, taken together, but
for the limitations on includable compensation imposed by section 401(a)(17) of
the Code, or corresponding provisions of subsequent law, exceed (y) the actual
benefits which are payable to such Participant or spouse or beneficiary under
the Pension Plan and paragraph (a) hereof, after giving effect to the
limitations on benefits imposed by said provision of the Code (and any
applicable Pension Plan language reflecting such Code provisions). This
paragraph (b), for all purposes, shall be construed to provide a separate plan
of benefits apart from paragraph (a), and no Participant shall be eligible for
benefits under this paragraph (b) unless he is within a 'select group of
management or highly compensated employees' within the meaning of sections
201(2), 301(a)(3) and 401(a)(1) of ERISA. The provisions of this paragraph (b)
are effective January 1, 1989.
(c) Coordination with Deferred Compensation Plan. The Plan shall take
into account for benefit calculation purposes compensation voluntarily deferred
by a Participant under the Revlon Executive Deferred Compensation Plan
('Deferred Compensation Plan') and the Revlon Excess Savings Plan for Key
Employees ('Excess Savings Plan') at the time when the deferred amounts would
have otherwise been payable but for the election to defer; and the amounts
deferred and additional amounts attributable thereto shall, when paid, be
excluded from compensation under both the Pension Plan and this Plan. The
provisions of this paragraph (c) are effective December 31, 1993 with respect
to the Deferred Compensation Plan and effective April 1, 1997 with respect to
the Excess Savings Plan.
(d) Special Accruals. The benefits that would otherwise accrue under
this Plan at January 1, 1994 by virtue of amendments then becoming effective to
the Pension Plan shall instead accrue at December 31, 1993. The provisions of
this paragraph (d) are effective December 31, 1993.
(e) Noncompetition Requirement. During any period that an amount
continues to be payable to or on behalf of a Participant hereunder following
such Participant's termination of service with the Employer, such payment shall
be conditioned on (i) such Participant not, during
the one year following the termination of the Participant's employment with the
Company, becoming directly or indirectly, as a director, officer, stockholder,
partner, associate, employee, consultant, owner, agent or independent
contractor, interested in or associated with any corporation, firm or business
engaged in a consumer or professional cosmetics, fragrances or toiletries
business or any other business that is competitive, in any geographic area, with
any business of the Company to which the Participant was assigned or for which
the Participant rendered substantial employment services or with respect to
which the Participant was substantially exposed to confidential information or
trade secrets, at any time during the two years prior to the termination of the
Participant's employment with the Company and (ii) such Participant's compliance
with any noncompetition, confidentiality or similar agreement applicable to such
Participant under any employment or similar agreement or any policy of the
Company. If subsequent to the commencement of payment of any amounts payable to
or on behalf of a Participant hereunder the Company discovers that the
Participant committed acts while employed which would have constituted good
reason for termination under any employment or similar agreement to which the
Participant was a party or any severance or like plan or policy of the Company
applicable to the Participant or violated the preceding sentence of this
paragraph (e), all further payments hereunder shall cease and the Participant
shall reimburse the Company for all payments previously made hereunder. If any
condition contained in this paragraph (e) shall be unenforceable by reason of
the extent, duration or geographical scope thereof, or otherwise, then the court
making such determination shall have the right to reduce such extent, duration,
geographical scope or other provision in order to make this paragraph (e)
enforceable in the manner contemplated hereby. The provisions of this paragraph
are effective January 1, 1996.
III. Method of Payment
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Unless otherwise agreed by the Employer and the Participant or spouse
or beneficiary, all payments under this Plan shall be made at the same time and
in the same form and manner as the corresponding payments would have been made
under the Pension Plan, except that the source of any payment under this Plan
shall be the general assets of one or more of the Employers. However, to the
extent that any Social Security taxes are due upon the benefits conferred under
the Plan, such taxes shall be withheld from the payments made under the Plan
commencing with the first payment made hereunder and remitted to the appropriate
taxing authorities, until the liability for such taxes is extinguished.
IV. Change in Pension Plan
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In the event that the Pension Plan shall be amended effective on or
after the date hereof to change in any way the benefits applicable to any
Participant or his spouse or beneficiary, or shall be replaced in whole or in
part by any successor plan, the provisions or this Plan shall apply based on
the provisions of the Pension Plan as so amended, or such successor plan, which
are applicable to such Participant, spouse or beneficiary.
V. Amendment or Termination
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The Board of Directors of Revlon or its Executive Committee may at any
time amend or terminate this Plan, in whole or in part, but no such amendment
or termination shall deprive any Participant or his spouse or beneficiary of
any right to benefits which have accrued under this
Plan prior to the date of such amendment or termination. Any such amendment or
termination shall be evidence in writing.
VI. Powers and Authority; Action Conclusive
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Revlon shall be responsible for the administration of the Plan and
shall have the exclusive right, responsibility and authority with respect to the
construction, interpretation, application or administration of the Plan and
eligibility for Plan benefits. The decisions or actions of Revlon in good
faith in respect of any matter hereunder shall be final, conclusive and binding
upon all parties concerned. Any determination made by Revlon shall be give
deference in the event it is subject to judicial review and shall be overturned
only if it is arbitrary and capricious.
VII. Maximum Benefit
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In determining the benefit payable under this Plan to or in respect of
a Participant, a maximum benefit limitation shall be imposed, applied as
follows: (i) first determine the Participant's accrued benefit expressed as a
straight life annuity payable at normal retirement age (or, if later, the date
as of which benefits with respect to a Participant actually commence),
considering this Plan and the Pension Plan together; (ii) then, if the combined
benefit so determined exceeds $500,000 per annum, reduce the portion of such
combined benefit that is attributable to this Plan so that the combined benefit
does not exceed $500,000 per annum (and if the benefit so determined
attributable to the Pension Plan alone is at lease $500,000 per annum then no
benefit shall be payable from this Plan); and (iii) then make any other
adjustments required in determining the amount of the benefit otherwise
payable, for example, actuarial adjustments to reflect the form and timing of
payment (such as the conversion to a joint and
survivor annuity form, the reduction on account of early commencement of
benefits, etc.). The provisions of this paragraph are effective January 1, 1995.
IN WITNESS WHEREOF, Revlon has caused this instrument to be executed
by its duly authorized corporate officer as of December 14, 1998.
REVLON CONSUMER PRODUCTS CORPORATION
BY: /s/ Wade H. Nichols
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Pension Equalization Plan - Revlon Consumer Products Corp.
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