{"id":39527,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-revlon-consumer-products-corp-and-frank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-revlon-consumer-products-corp-and-frank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-revlon-consumer-products-corp-and-frank.html","title":{"rendered":"Employment Agreement &#8211; Revlon Consumer Products Corp. and Frank Gehrmann"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n    EMPLOYMENT AGREEMENT, dated as of May 10, 1999, between REVLON CONSUMER\nPRODUCTS CORPORATION, a Delaware corporation ('RCPC' and, together with its\nparent Revlon, Inc. and its subsidiaries, the 'Company'), and FRANK GEHRMANN\n(the 'Executive').\n\n    RCPC wishes to continue the employment of the Executive with the Company,\nand the Executive wishes to accept continued employment with the Company, on the\nterms and conditions set forth in this Agreement.\n\n    Accordingly, RCPC and the Executive hereby agree as follows:\n\n         Employment, Duties and Acceptance.\n\n         1.1 Employment, Duties. RCPC hereby employs the Executive for the Term\n(as defined in Section 2.1), to render exclusive and full-time services to the\nCompany, in the Executive's present capacity as chief financial officer of\nRevlon, Inc. and to perform such other duties of at least an equivalent level as\nmay be assigned by the Chief Executive Officer of Revlon, Inc. or his delegate.\nThe Executive's title shall be Executive Vice President and Chief Financial\nOfficer or such other title of at least equivalent level consistent with the\nExecutive's duties from time to time as may be assigned to the Executive by the\nChief Executive Officer of Revlon, Inc.\n\n         1.2 Acceptance. The Executive hereby accepts such employment and agrees\nto render the services described above. During the Term, the Executive agrees to\nserve the Company faithfully and to the best of the Executive's ability, to\ndevote the Executive's entire business time, energy and skill to such\nemployment, and to use the Executive's best efforts, skill and ability to\npromote the Company's interests.\n\n         1.3 Location. The duties to be performed by the Executive hereunder\nshall be performed primarily at the office of Revlon, Inc. in the New York City\nmetropolitan area, subject to reasonable travel requirements consistent with the\nnature of the Executive's duties from time to time on behalf of the Company.\n\n    2. Term of Employment; Certain Post-Term Benefits.\n\n         2.1 The Term. The term of the Executive's employment under this\nAgreement (the 'Term') shall commence on the date hereof (the 'Effective Date')\nand shall end on such date as is provided pursuant to Section 2.2.\n\n         2.2 End-of-Term Provisions. At any time after the Effective Date RCPC\nshall have the right to give written notice of non-extension of the Term. In the\nevent the Company gives such notice of non-extension, the Term automatically\nshall be extended so that it ends on the third anniversary of\n\n\n                                      -2-\n\nthe date on which RCPC gives such notice. The giving of such notice shall not be\ndeemed to be a breach of this Agreement by RCPC for purposes of Section 4.4.\nDuring any period that the Executive's employment shall continue following\ntermination of the Term, the Executive shall be eligible for severance on terms\nno less favorable than those of the Revlon Executive Severance Policy as in\neffect on the date of this Agreement, other than the provision in\nParagraph III C(ii) establishing a limit of six months on the lump sum provided\nfor therein, which shall not apply to the Executive, upon the Executive's\ncompliance with the terms thereof, and the Executive shall be deemed to be an\nemployee at will.\n\n         2.3 Special Curtailment. The Term shall end earlier than the date\nprovided in Section 2.2, if sooner terminated pursuant to Section 4.\n\n    3. Compensation; Benefits.\n\n         3.1 Salary. As compensation for all services to be rendered pursuant to\nthis Agreement, RCPC agrees to pay the Executive during the Term a base salary,\npayable bi-weekly in arrears, at the annual rate of not less than $500,000 (the\n'Base Salary'). All payments of Base Salary or other compensation hereunder\nshall be less such deductions or withholdings as are required by applicable law\nand regulations. In the event that RCPC, in its sole discretion, from time to\ntime determines to increase the Base Salary, such increased amount shall, from\nand after the effective date of the increase, constitute 'Base Salary' for\npurposes of this Agreement.\n\n         3.2 Bonus. In addition to the amounts to be paid to the Executive\npursuant to Section 3.1, the Executive shall receive with respect to calendar\nyear 1999 a bonus equal to 75% of the Executive's Base Salary at the rate in\neffect during such calendar year, and commencing January 1, 2000, in lieu of\nannual payments of bonus the Executive shall receive equal bi-weekly\ninstallments of bonus in an annual amount equal to 75% of the Executive's Base\nSalary in effect on the date hereof.\n\n         3.3 Stock Options. The Executive shall be recommended to the\nCompensation Committee or other committee of the Board administering the Revlon,\nInc. Second Amended and Restated 1996 Stock Plan or any plan that may replace\nit, as from time to time in effect, to receive an option not later than\nFebruary 28 of each year of the Term, commencing in 1999, each such option to\ncover a minimum of 40,000 shares of Revlon Common Stock, to have a term of 10\nyears, to have an option exercise price equal to the market price of Revlon\nCommon Stock on the date of grant, and otherwise to be on terms substantially\nthe same as other senior executives of the Executive's level, provided that if\nthe Term is to end pursuant to Section 2.2 otherwise than at a calendar year\nend, RCPC shall not be required to recommend that the stock option to be granted\nto the Executive with respect to such final year of the Term cover more than\nthat number of shares that is the product of multiplying the annual grant\nprovided for above by a fraction of which the numerator is the number of days of\nthe Term during such final year and the denominator is 365, and provided further\nthat if the Term is to end pursuant to Section 4.4 on or before June 30, 2000,\nRCPC shall not be required to recommend that the stock option to be granted to\nthe Executive with respect to the year 2000 cover more than 20,000 shares and if\nthe Term so ends subsequent to the grant of options with respect to the year\n2000, the Executive agrees to forfeit and surrender to the Company such portion\nof the stock option granted with respect to such year as covers more than 20,000\nshares, and provided finally that this Section 3.3 shall not apply following a\nTriggering Event. In connection with any termination of\n\n\n                                      -3-\n\nthe Executive's employment pursuant to Section 4.4, RCPC shall recommend to the\nCompensation Committee (or other committee of the Board of Directors at the time\nadministering the Stock Plan) that all stock options then held by the Executive\nbecome immediately exercisable and remain so exercisable for a period of two\nyears from the date of termination, whereupon any stock options still remaining\noutstanding and unexercised shall automatically terminate, provided that if the\nExecutive violates Section 5.2 of this Agreement, in addition to all other\nrights and remedies of the Company the Executive agrees to forfeit and surrender\nto the Company all then outstanding stock options granted to the Executive in\nMay 1999 covering 25,000 shares of Revlon Common Stock and to pay over to the\nCompany all after tax gain realized by the Executive upon any exercise of such\nMay 1999 stock options.\n\n         3.4 Business Expenses. RCPC shall pay or reimburse the Executive for\nall reasonable expenses actually incurred or paid by the Executive during the\nTerm in the performance of the Executive's services under this Agreement,\nsubject to and in accordance with the Company's applicable expense reimbursement\nand related policies and procedures as in effect from time to time.\n\n         3.5 Vacation. During each year of the Term, the Executive shall be\nentitled to a vacation period or periods of four weeks taken in accordance with\nthe vacation policy of the Company as in effect from time to time.\n\n         3.6 Fringe Benefits.\n\n         (i) During the Term, the Executive shall be entitled to participate in\nthose qualified and non-qualified defined benefit, defined contribution, group\ninsurance, medical, dental, disability and other benefit plans of the Company as\nfrom time to time in effect made available to senior executives of the Company\ngenerally and in the Company's Executive Medical and Dental Plan as the same may\nbe in effect from time to time. In addition, during the Term the Executive shall\nbe entitled to the use of a Company-provided automobile in accordance with the\nCompany's executive automobile policy and guidelines, of a class at least\ncomparable to the automobile currently assigned to the Executive.\n\n         (ii) During the Term RCPC shall maintain an individual policy of\ndisability insurance, naming the Executive as the insured and the Executive or a\ndesignee as the beneficiary, with a benefit equal to (A) fifty percent of the\nsum of the Executive's Base Salary in effect on the date of disability plus the\nExecutive's most recent annual bonus pursuant to Section 3.2 less (B) the\nlong-term disability benefit payable under the Company's group disability\nprogram as in effect from time to time (irrespective of whether the Executive\nhas elected to participate in such long-term disability program).\n\n    4. Termination.\n\n         4.1 Death. If the Executive shall die during the Term, the Term shall\nterminate with the same effect as if the Executive had terminated the Term\npursuant to Section 4.4.\n\n         4.2 Disability. If during the Term the Executive shall become\nphysically or mentally disabled, whether totally or partially, such that the\nExecutive is unable to perform the Executive's services hereunder for (i) a\nperiod of six consecutive months or (ii) shorter periods aggregating six months\nduring any twelve month period, RCPC may at any time after the last day of the\nsix \n\n\n                                      -4-\n\nconsecutive months of disability or the day on which the shorter periods of\ndisability shall have equaled an aggregate of six months, by written notice to\nthe Executive (but before the Executive has returned to active service following\nsuch disability), terminate the Term and no further amounts or benefits shall be\npayable hereunder, except that the Executive shall be entitled to receive until\nthe first to occur of (x) the Executive ceasing to be disabled or (y) the\nExecutive's attaining the age of 65, continued coverage for the Executive under\nthe Company's group life insurance plan and for the Executive and his spouse and\nchildren, if any, under the Company's group medical plan, to the extent\npermitted by such plans and to the extent such benefits continue to be provided\nto the Company's senior executives generally.\n\n         4.3 Cause. RCPC may at any time by written notice to the Executive\nterminate the Term for 'Cause' and, upon such termination, the Executive shall\nbe entitled to receive no further amounts or benefits hereunder, except as\nrequired by law. As used herein the term 'Cause' shall mean (i) the conviction\nof the Executive of any felony involving the property of the Company or directed\nagainst any director, officer, employee or agent of the Company, (ii) willful\nmisconduct by the Executive in connection with the performance of the\nExecutive's duties hereunder, or (iii) willful refusal by the Executive to\ncomply with proper instructions of the Chief Executive Officer of RCPC, provided\nin the case of clause (ii) or (iii) that the Executive shall fail to correct\nsuch misconduct or disobedience within 10 days after notice thereof from RCPC.\n\n         4.4 Company Breach; Other Termination.\n\n         4.4.1 In the event of the breach of any material provision of this\nAgreement by RCPC or the failure of the Compensation Committee (or other\nappropriate Committee of the Company's Board of Directors) to fully implement\nRCPC's recommendation pursuant to Section 3.3, the Executive shall be entitled\nto terminate the Term and the Executive's employment upon 60 days' prior written\nnotice to the Company. In addition, at any time following a Triggering Event (as\nhereinafter defined), the Executive shall be entitled to terminate the Term and\nthe Executive's employment upon 60 days' prior written notice to the Company for\nGood Reason (as hereinafter defined) or upon six months' prior written notice to\nthe Company without Good Reason, and whether or not there shall have occurred a\nTriggering Event, either the Company or the Executive shall be entitled to\nterminate the Term and the Executive's employment upon not less than 30 days'\nprior written to the other effective June 30, 2000. As used herein:\n\n         'Triggering Event' shall mean the first to occur of any of the\nfollowing:\n\n         (i) a merger of or combination involving Revlon, Inc. or RCPC or any\nparent thereof other than a merger or combination in which more than 50% in\nvoting power of the voting securities of the surviving or resulting corporation\nor other entity outstanding immediately after such transaction is beneficially\nowned (as such term is defined in Section 13(d) of the Securities Exchange Act\nof 1934, as amended) by persons who beneficially owned outstanding voting\nsecurities of Revlon, Inc. immediately prior to such transaction, or the\nexecution of a definitive agreement for such a merger or combination, provided\nthe same is in fact consummated;\n\n         (ii) the adoption of a Plan contemplating the liquidation of all or\nsubstantially all of the business and assets of the Company;\n\n\n                                      -5-\n\n         (iii) a sale or other disposition of all or substantially all of the\nassets of the Company or of the business unit to which the Executive's services\nare at the time dedicated, if any, whether for cash, securities or other\nproperty, other than to a corporation or other entity in which more than 50% in\nvoting power of the outstanding voting securities outstanding immediately after\nsuch transaction is beneficially owned by persons who beneficially owned\noutstanding voting securities of Revlon, Inc. immediately prior to such\ntransaction, or the execution of a definitive agreement for such a sale or other\ndisposition, provided the same is in fact consummated; or\n\n         (iv) more than 50% of the voting power of the outstanding voting\nsecurities of Revlon, Inc. becomes beneficially owned, directly or indirectly,\nby one person or more than one person acting as a group other than the current\nbeneficial owner of the ultimate parent company of Revlon, Inc., and\n\n         'Good Reason' shall mean any of the following occurring following a\nTriggering Event which is not agreed to in writing by the Executive:\n\n         (i) a substantial adverse change in the Executive's assigned\nresponsibilities,\n\n         (ii) a relocation of the Executive's principal place of business to a\nlocation which increases the Executive's round-trip commutation by more than\n50 miles,\n\n         (iii) failure of the Executive to continue participation in bonus,\nsalary review and equity incentive (or equivalent cash incentive) plans and\nprograms at least substantially equivalent to those provided to the Executive\nprior to the Triggering Event, or\n\n         (iv) the failure of the Executive to participate in all material\nemployee benefit plans and fringe benefit arrangements on substantially the same\nbasis as like executives of the major business unit of which the Executive is a\npart,\n\nprovided however that none of the foregoing events shall constitute 'Good\nReason' unless within 30 days after obtaining actual knowledge of such event the\nExecutive gives written notice to the Company of the Executive's intention to\nresign, specifically identifying the event constituting Good Reason therefor,\nand the Company shall fail to cure such event within 30 days after such notice.\n\n         4.4.2 In consideration of the Executive's covenant in Section 5.2, upon\nthe Executive's death or upon termination under Section 4.4.1 by the Executive\nor the Company, RCPC agrees, and the Company's sole obligation arising from such\ntermination (except as otherwise provided in Sections 3.2, 3.3 and 3.6) shall be\nfor RCPC to make the bi-weekly installment payments of target bonus in the\namounts prescribed by Section 3.2 and bi-weekly installment payments in lieu of\nBase Salary in the amounts prescribed by Section 3.1, and to continue the\nExecutive's participation in the group life insurance and in the medical and\ndental plans of the Company in which the Executive was entitled to participate\npursuant to Section 3.6 (in each case less amounts required by law to be\nwithheld) through the date on which the Term would otherwise have expired if\nRCPC had given notice of non-extension of the Term pursuant to Section 2.2 on\nthe date of termination, such payments to be made and such benefits to be\nprovided to the Executive or, in the event of his death prior to end of such\nperiod, to the Executive's estate, provided that such benefit continuation is\nsubject to the terms of such plans, \n\n\n                                      -6-\n\nprovided further that such group life insurance continuation is subject to a\nlimit of two years pursuant to the terms thereof, provided further that the\nExecutive and his immediate family shall cease to be covered by medical and\/or\ndental plans of the Company at such time as the Executive becomes covered by\nlike plans of another company, and provided finally that the Executive (or his\nlegal representative) shall, as a condition, execute such release and\nconfidentiality covenants as would be required in order for the Executive to\nreceive payments and benefits under the Executive Severance Policy of the\nCompany as at the time in effect. Whether or not such termination of employment\npursuant to Section 4.1 or 4.4.1 shall occur following a Triggering Event, the\nExecutive (or his estate) shall have no duty to mitigate by seeking other\nemployment or otherwise and no compensation earned by the Executive from other\nemployment or a consultancy shall reduce the payments provided for by clause\n(i) or (ii).\n\n         4.5 Section 280G.\n\n         4.5.1 If it shall be determined by the firm of Ernst &amp; Young (or if\nsuch firm shall be unable to serve, by another so-called Big 5 accounting firm\nselected by such firm) ('E&amp;Y') that there is not substantial authority to\nsupport the deductibility for federal income tax purposes of one or more\npayments or benefits due to the Executive, pursuant to this Agreement or\notherwise, by reason of section 280G of the Internal Revenue Code as amended\n(the 'Code') or any successor provisions, then RCPC shall reduce the payments in\nlieu of target bonus and then the payments in lieu of Base Salary provided for\nin Section 4.4 (said reductions to be applied in inverse order against the last\npayments otherwise due) to the extent necessary to avoid or, if full avoidance\nis not possible by such reductions, to minimize, the loss of deductions\ndescribed above, but only if and to the extent that E&amp;Y determines that on an\nafter-tax basis such reduction is more favorable to the Executive than foregoing\nsuch reduction. The parties agree that all income tax returns filed for the\nperiods affected by the foregoing shall be filed on a basis consistent with the\ndeterminations of E&amp;Y pursuant hereto, and that the determinations of E&amp;Y with\nrespect to the foregoing shall be final and binding and not subject to judicial\nor other review (except by E&amp;Y at its own instance before or after any filing).\nRCPC shall pay all fees and charges of E&amp;Y in connection with this Section 4.5.\n\n         4.5.2 The parties acknowledge that as a result of uncertainty in the\napplication of Section 280G of the Code at the time of any determination by E&amp;Y\npursuant to Section 4.5.1, it is possible that amounts will be paid or\ndistributed by RCPC to or for the benefit of the Executive which the parties\nintended under Section 4.5.1 not to have been paid or distributed (an\n'Overpayment') or that amounts will not be paid or distributed by RCPC to or for\nthe benefit of the Executive that the parties intended under Section 4.5.1 to\nhave been paid or distributed (an 'Underpayment'). In the event that E&amp;Y (based\nupon the assertion of a deficiency by the Internal Revenue Service against RCPC\nor its affiliates or against the Executive or at E&amp;Y's own instance before or\nafter any filing or deficiency) determines that an Overpayment or an\nUnderpayment has been made, such amount shall be treated for all purposes as a\nloan by RCPC (in the case of an Overpayment) or by the Executive (in the case of\nan Underpayment) to the other party which shall, promptly following notice of\nsuch determination by E&amp;Y, be repaid together with interest at the applicable\nfederal rate provided for in Section 7872(f)(2) of the Code, provided that no\nloan shall be deemed to have been made and no amount shall be required to be\nrepaid pursuant to this Section 4.5.2 to the extent that in the opinion of\ncounsel to the Company such loan and repayment would not either reduce the\namount on which the Executive is subject to excise tax or increase the amount of\npayments that are deductible by the Company in relation to Section 280G of the\nCode.\n\n\n                                      -7-\n\n         4.6 Litigation Expenses. If RCPC and the Executive become involved in\nany action, suit or proceeding relating to the alleged breach of this Agreement\nby RCPC or the Executive, then if and to the extent that a final judgment in\nsuch action, suit or proceeding is rendered in favor of the Executive, RCPC\nshall reimburse the Executive for all expenses (including reasonable attorneys'\nfees) incurred by the Executive in connection with such action, suit or\nproceeding or the portion thereof adjudicated in favor of the Executive. Such\ncosts shall be paid to the Executive promptly upon presentation of expense\nstatements or other supporting information evidencing the incurrence of such\nexpenses.\n\n    5. Protection of Confidential Information; Non-Competition.\n\n         5.1 The Executive acknowledges that the Executive's services will be\nunique, that they will involve the development of Company-subsidized\nrelationships with key customers, suppliers, and service providers as well as\nwith key Company employees and that the Executive's work for the Company has\ngiven and will give the Executive access to highly confidential information not\navailable to the public or competitors, including trade secrets and confidential\nmarketing, sales, product development and other data and plans which it would be\nimpracticable for the Company to effectively protect and preserve in the absence\nof this Section 5 and the disclosure or misappropriation of which could\nmaterially adversely affect the Company. Accordingly, the Executive agrees:\n\n         5.1.1 except in the course of performing the Executive's duties\nprovided for in Section 1.1, not at any time, whether during or after the\nExecutive's employment with the Company, to divulge to any other entity or\nperson any confidential information acquired by the Executive concerning the\nCompany's or its affiliates' financial affairs or business processes or methods\nor their research, development or marketing programs or plans, any other of its\nor their trade secrets, any information regarding personal matters of any\ndirectors, officers, employees or agents of the Company or its affiliates or\ntheir respective family members, or any information concerning the circumstances\nof the Executive's employment and any termination of the Executive's employment\nwith the Company or any information regarding discussions related to any of the\nforegoing. The foregoing prohibitions shall include, without limitation,\ndirectly or indirectly publishing (or causing, participating in, assisting or\nproviding any statement, opinion or information in connection with the\npublication of) any diary, memoir, letter, story, photograph, interview,\narticle, essay, account or description (whether fictionalized or not) concerning\nany of the foregoing, publication being deemed to include any presentation or\nreproduction of any written, verbal or visual material in any communication\nmedium, including any book, magazine, newspaper, theatrical production or movie,\nor television or radio programming or commercial. In the event that the\nExecutive is requested or required to make disclosure of information subject to\nthis Section 5.1.1 under any court order, subpoena or other judicial process,\nthe Executive will promptly notify RCPC, take all reasonable steps requested by\nRCPC to defend against the compulsory disclosure and permit RCPC to control with\ncounsel of its choice any proceeding relating to the compulsory disclosure. The\nExecutive acknowledges that all information the disclosure of which is\nprohibited by this section is of a confidential and proprietary character and of\ngreat value to the Company.\n\n         5.1.2 to deliver promptly to the Company on termination of the\nExecutive's employment with the Company, or at any time that RCPC may so\nrequest, all memoranda, notes, records, reports, manuals, drawings, blueprints\nand other documents (and all copies thereof) relating to the Company's \n\n\n                                      -8-\n\nbusiness and all property associated therewith, which the Executive may then\npossess or have under the Executive's control.\n\n         5.2 In consideration of RCPC's covenant in Section 4.4, the Executive\nagrees that during a period of 18 months commencing on the date of termination\nof the Executive's employment by the Executive or by the Company, whether\npursuant to Section 4.4 or otherwise, the Executive in all respects fully shall\ncomply with the terms of the Employee Agreement as to Confidentiality and\nNon-Competition referred to in the Revlon Executive Severance Policy (the\n'Non-Competition Agreement'), which is incorporated herein by reference with the\nsame effect as if the same were set forth herein in full, subject only to the\nCompany continuing during such period to make payments in accordance with\nSection 4.4, in the case of a termination of employment covered by Section 4.4,\nor equal to the Executive's bi-weekly installments of Base Salary, in case of a\ntermination of employment not covered by Section 4.4, provided however that the\nterm 'Restricted Entity' as used in the Non-Competition Agreement shall not be\ndeemed to include any entity that does not conduct a color cosmetics business.\nIn the case of inconsistencies between the Non-Competition Agreement and this\nAgreement, the parties agree that this Agreement shall control.\n\n         5.3 If the Executive commits a breach of any of the provisions of\nSections 5.1 or 5.2 hereof, RCPC shall have the following rights and remedies:\n\n         5.3.1 the right and remedy to immediately terminate all further\npayments and benefits provided for in this Agreement, except as may otherwise be\nrequired by law in the case of qualified benefit plans,\n\n         5.3.2 the right and remedy to have the provisions of this Agreement\n(including the forfeiture provisions of Section 3.3) specifically enforced by\nany court having equity jurisdiction, it being acknowledged and agreed that any\nsuch breach will cause irreparable injury to the Company and that money damages\nand disgorgement of profits will not provide an adequate remedy to the Company,\nand, if the Executive attempts or threatens to commit a breach of any of the\nprovisions of Sections 5.1 or 5.2, the right and remedy to be granted a\npreliminary and permanent injunction in any court having equity jurisdiction\nagainst the Executive committing the attempted or threatened breach (it being\nagreed that each of the rights and remedies enumerated above shall be\nindependent of the others and shall be severally enforceable, and that all of\nsuch rights and remedies shall be in addition to, and not in lieu of, any other\nrights and remedies available to RCPC under law or in equity), and\n\n         5.3.3 the right and remedy to require the Executive to account for and\npay over to the Company all compensation, profits, monies, accruals, increments\nor other benefits (collectively 'Benefits') derived or received by the Executive\nas the result of any transactions constituting a breach of any of the provisions\nof Sections 5.1 or 5.2 hereof, and the Executive hereby agrees to account for\nand pay over such Benefits as directed by RCPC.\n\n         5.4 If any of the covenants contained in Sections 5.1, 5.2 or 5.3, or\nany part thereof, hereafter are construed to be invalid or unenforceable, the\nsame shall not affect the remainder of the covenant or covenants, which shall be\ngiven full effect, without regard to the invalid portions.\n\n\n                                      -9-\n\n         5.5 If any of the covenants contained in Sections 5.1 or 5.2, or any\npart thereof, are held to be unenforceable because of the duration of such\nprovision or the area covered thereby, the parties agree that the court making\nsuch determination shall have the power to reduce the duration and\/or area of\nsuch provision so as to be enforceable to the maximum extent permitted by\napplicable law and, in its reduced form, said provision shall then be\nenforceable.\n\n         5.6 The parties hereto intend to and hereby confer jurisdiction to\nenforce the covenants contained in Sections 5.1, 5.2 and 5.3 upon the courts of\nany state within the geographical scope of such covenants. In the event that the\ncourts of any one or more of such states shall hold such covenants wholly\nunenforceable by reason of the breadth of such covenants or otherwise, it is the\nintention of the parties hereto that such determination not bar or in any way\naffect RCPC's right to the relief provided above in the courts of any other\nstates within the geographical scope of such covenants as to breaches of such\ncovenants in such other respective jurisdictions, the above covenants as they\nrelate to each state being for this purpose severable into diverse and\nindependent covenants.\n\n         5.7 Any termination of the Term or the Executive's employment shall\nhave no effect on the continuing operation of this Section 5.\n\n    6. Inventions and Patents.\n\n         6.1 The Executive agrees that all processes, technologies and\ninventions (collectively, 'Inventions'), including new contributions,\nimprovements, ideas and discoveries, whether patentable or not, conceived,\ndeveloped, invented or made by him during the Term shall belong to the Company,\nprovided that such Inventions grew out of the Executive's work with the Company\nor any of its subsidiaries or affiliates, are related in any manner to the\nbusiness (commercial or experimental) of the Company or any of its subsidiaries\nor affiliates or are conceived or made on the Company's time or with the use of\nthe Company's facilities or materials. The Executive shall further: (a) promptly\ndisclose such Inventions to the Company; (b) assign to the Company, without\nadditional compensation, all patent and other rights to such Inventions for the\nUnited States and foreign countries; (c) sign all papers necessary to carry out\nthe foregoing; and (d) give testimony in support of the Executive's\ninventorship.\n\n         6.2 If any Invention is described in a patent application or is\ndisclosed to third parties, directly or indirectly, by the Executive within two\nyears after the termination of the Executive's employment with the Company, it\nis to be presumed that the Invention was conceived or made during the Term.\n\n         6.3 The Executive agrees that the Executive will not assert any rights\nto any Invention as having been made or acquired by the Executive prior to the\ndate of this Agreement, except for Inventions, if any, disclosed to the Company\nin writing prior to the date hereof.\n\n    7. Intellectual Property.\n\n    Notwithstanding and without limitation of Section 6, the Company shall be\nthe sole owner of all the products and proceeds of the Executive's services\nhereunder, including, but not limited to, all materials, ideas, concepts,\nformats, suggestions, developments, arrangements, packages, programs and\n\n\n                                      -10-\n\nother intellectual properties that the Executive may acquire, obtain, develop or\ncreate in connection with or during the Term, free and clear of any claims by\nthe Executive (or anyone claiming under the Executive) of any kind or character\nwhatsoever (other than the Executive's right to receive payments hereunder). The\nExecutive shall, at the request of RCPC, execute such assignments, certificates\nor other instruments as RCPC may from time to time deem necessary or desirable\nto evidence, establish, maintain, perfect, protect, enforce or defend its right,\ntitle or interest in or to any such properties.\n\n    8. Indemnification.\n\n    RCPC will indemnify the Executive, to the maximum extent permitted by\napplicable law, against all costs, charges and expenses incurred or sustained by\nthe Executive in connection with any action, suit or proceeding to which the\nExecutive may be made a party, brought by any shareholder of the Company\ndirectly or derivatively or by any third party by reason of any act or omission\nof the Executive as an officer, director or employee of the Company or of any\nsubsidiary or affiliate of the Company.\n\n    9. Notices.\n\n    All notices, requests, consents and other communications required or\npermitted to be given hereunder shall be in writing and shall be deemed to have\nbeen duly given if delivered personally, sent by overnight courier or mailed\nfirst class, postage prepaid, by registered or certified mail (notices mailed\nshall be deemed to have been given on the date mailed), as follows (or to such\nother address as either party shall designate by notice in writing to the other\nin accordance herewith):\n\n    If to the Company, to:\n\n         Revlon Consumer Products Corporation\n         625 Madison Avenue\n         New York, New York 10022\n         Attention: General Counsel\n\n    If to the Executive, to the Executive's principal residence as reflected in\nthe records of the Company.\n\n    10. General.\n\n         10.1 This Agreement shall be governed by and construed and enforced in\naccordance with the laws of the State of New York applicable to agreements made\nbetween residents thereof and to be performed entirely in New York.\n\n         10.2 The section headings contained herein are for reference purposes\nonly and shall not in any way affect the meaning or interpretation of this\nAgreement.\n\n         10.3 This Agreement sets forth the entire agreement and understanding\nof the parties relating to the subject matter hereof, and supersedes all prior\nagreements, arrangements and understandings, written or oral, relating to the\nsubject matter hereof. No representation, promise or\n\n\n                                      -11-\n\ninducement has been made by either party that is not embodied in this Agreement,\nand neither party shall be bound by or liable for any alleged representation,\npromise or inducement not so set forth.\n\n         10.4 This Agreement, and the Executive's rights and obligations\nhereunder, may not be assigned by the Executive, nor may the Executive pledge,\nencumber or anticipate any payments or benefits due hereunder, by operation of\nlaw or otherwise. RCPC may assign its rights, together with its obligations,\nhereunder (i) to any affiliate or (ii) to a third party in connection with any\nsale, transfer or other disposition of all or substantially all of any business\nto which the Executive's services are then principally devoted, provided that no\nassignment pursuant to clause (ii) shall relieve RCPC from its obligations\nhereunder to the extent the same are not timely discharged by such assignee.\n\n         10.5 This Agreement may be amended, modified, superseded, canceled,\nrenewed or extended and the terms or covenants hereof may be waived, only by a\nwritten instrument executed by both of the parties hereto, or in the case of a\nwaiver, by the party waiving compliance. The failure of either party at any time\nor times to require performance of any provision hereof shall in no manner\naffect the right at a later time to enforce the same. No waiver by either party\nof the breach of any term or covenant contained in this Agreement, whether by\nconduct or otherwise, in any one or more instances, shall be deemed to be, or\nconstrued as, a further or continuing waiver of any such breach, or a waiver of\nthe breach of any other term or covenant contained in this Agreement.\n\n         10.6 This Agreement may be executed in two or more counterparts, each\nof which shall be deemed to be an original but all of which together will\nconstitute one and the same instrument.\n\n    11. Subsidiaries and Affiliates. As used herein, the term 'subsidiary' shall\nmean any corporation or other business entity controlled directly or indirectly\nby the corporation or other business entity in question, and the term\n'affiliate' shall mean and include any corporation or other business entity\ndirectly or indirectly controlling, controlled by or under common control with\nthe corporation or other business entity in question.\n\n    IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst above written. \n\n                                      \n\n\n\n\n\n\n \n                                      REVLON CONSUMER PRODUCTS CORPORATION\n\n                                       By: \/s\/ GEORGE FELLOWS\n                                           ------------------\n                                           GEORGE FELLOWS\n\n                                           \/s\/ FRANK GEHRMANN\n                                           ------------------\n                                           FRANK GEHRMANN\n\n\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8683],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9544],"class_list":["post-39527","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-revlon-inc","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39527","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39527"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39527"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39527"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39527"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}