{"id":39529,"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-jeffrey.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-revlon-consumer-products-corp-and-jeffrey","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-revlon-consumer-products-corp-and-jeffrey.html","title":{"rendered":"Employment Agreement &#8211; Revlon Consumer Products Corp. and Jeffrey M. Nugent"},"content":{"rendered":"<pre>                                                                November 2, 1999\n\n\n                              EMPLOYMENT AGREEMENT\n\n\n     EMPLOYMENT AGREEMENT effective as of November 2, 1999, between REVLON\nCONSUMER PRODUCTS CORPORATION, a Delaware corporation ('RCPC' and, together with\nits parent Revlon, Inc. and its subsidiaries the 'Company'), and Jeffrey M.\nNugent (the 'Executive').\n\n     RCPC wishes to employ the Executive with the Company, and the Executive\nwishes to accept employment with the Company, on the terms and conditions set\nforth in this Agreement.\n\n     Accordingly, RCPC and the Executive hereby agree as follows:\n\n     1. 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\n     the Company, in the capacity of chief executive officer of Revlon, Inc. and\n     to perform such other duties consistent with such position (including\n     service as a director or officer of any affiliate of Revlon, Inc. if\n     elected) as may be assigned by the Board of Directors of Revlon, Inc. The\n     Executive's title shall be President and Chief Executive Officer, or such\n     other titles of at least equivalent level consistent with the Executive's\n     duties from time to time as may be assigned to the Executive by the Board\n     of Directors of Revlon, Inc. RCPC agrees to use its best efforts to cause\n     the Executive to be elected to the Board of Directors of Revlon, Inc. and\n     of RCPC, so that the Executive may serve as a member of both Boards\n     throughout the Term.\n\n          1.2 Acceptance. The Executive hereby accepts such employment and\n     agrees to render the services described above. During the Term, the\n     Executive agrees to serve the Company faithfully and to the best of the\n     Executive's ability, to devote the Executive's entire business time, energy\n     and skill to such employment, and to use the Executive's best efforts,\n     skill and ability to promote the Company's interests.\n\n          1.3 Location. The duties to be performed by the Executive hereunder\n     shall be performed primarily at the office of Revlon, Inc. in the New York\n     City metropolitan area, subject to reasonable travel requirements\n     consistent with the nature of the Executive's duties from time to time on\n     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\n     Agreement (the 'Term') shall commence on December 5, 1999 (the 'Effective\n     Date') and shall end on such date as provided pursuant to Section 2.2.\n\n\n          2.2 End-of-Term Provisions. At any time on or after December 31, 2002\n     RCPC shall have the right to give written notice of non-renewal of the\n     Term. In the event RCPC gives such notice of non-renewal, the Term\n     automatically shall be extended so that it ends twenty-four months after\n     the last day of the month in which RCPC gives such notice. If RCPC shall\n     not theretofore have given such notice, from and after December 31, 2002\n     unless and until RCPC gives written notice of non-renewal as provided in\n     this Section 2.2, the Term automatically shall be extended day-by-day; upon\n     the giving of such notice by RCPC, the Term automatically shall be extended\n     so that it ends twenty-four months after the last day of the month in which\n     RCPC gives such notice. Non-extension of the Term shall not be deemed to be\n     a breach of this Agreement by RCPC for purposes of Section 4.4, provided,\n     however, that during any period that the Executive's employment shall\n     continue following termination of the Term, the Executive shall be eligible\n     for severance on terms no less favorable than those of the Revlon Executive\n     Severance Policy as in effect on the date of this Agreement upon the\n     Executive's compliance with the terms thereof, and the Executive shall be\n     deemed to be an employee at will.\n\n          2.3 Special Curtailment. The Term shall end earlier than the date\n     provided 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\n     to this Agreement, RCPC agrees to pay the Executive during the Term a base\n     salary, payable biweekly in arrears, at the annual rate of not less than\n     $1,000,000 during 1999 and during the year ending December 31, 2000, and\n     not less than $1,150,000 during the year ending December 31, 2001, and not\n     less than $1,300,000 during the year ending December 31, 2002 (the 'Base\n     Salary'). All payments of Base Salary or other compensation hereunder shall\n     be less such deductions or withholdings as are required by applicable law\n     and regulations. In the event that RCPC, in its sole discretion, from time\n     to time determines to increase the Base Salary, such increased amount\n     shall, from and after the effective date of the increase, constitute 'Base\n     Salary' for purposes of this Agreement.\n\n          3.2 Bonus. In addition to the amounts to be paid to the Executive\n     pursuant to Section 3.1, the Executive shall receive an annual bonus of\n     100% of the Executive's Base Salary at the rate in effect during the\n     calendar year in which the bonus is earned, based upon achievement of 100%\n     of the objectives set annually not later than March 31 of such year by the\n     Compensation Committee of the Board of Directors of Revlon, Inc. in its\n     sole discretion (but after consultation with the Executive); provided, that\n     the annual bonus amount shall be 150% of the Executive's Base Salary if the\n     achievement is 120% (or more) of such objectives; and provided, further,\n     that no bonus or bonus opportunity shall be required for 1999, and the\n     Executive's annual bonus for the year ending December 31, 2000 shall not be\n     less than $500,000, regardless of the attainment of such objectives. In the\n     event that the Executive's employment shall terminate otherwise than as of\n     a calendar year end, the Executive's bonus with respect to the calendar\n     year in which employment terminates shall be prorated for the actual number\n\n\n     of days of employment during such year, and such bonus, if any, shall be\n     payable on the date that executive bonuses are paid generally, whether or\n     not the Executive remains employed on such date.\n\n          3.3 Stock Options. The Executive shall be recommended to the\n     Compensation Committee or other committee of the Board administering the\n     Revlon Inc. Amended and Restated 1996 Stock Plan or any plan that may\n     replace it, as from time to time in effect, to receive on December 5, 1999\n     an option to purchase 300,000 shares of Revlon common stock, on December 5,\n     2000, an option to purchase 100,000 shares of Revlon common stock, and on\n     December 5, 2001, an option to purchase 100,000 shares of Revlon common\n     stock, each with a term of 10 years from the date of grant and an option\n     exercise price equal to the market price of Revlon common stock on the date\n     of grant and otherwise on terms (other than number of shares covered)\n     substantially the same as other senior executives of the Company generally.\n     Subject to the Executive's continued employment with the Company, the\n     options so recommended shall vest and become exercisable as follows:\n     options granted on December 5, 1999 shall become 100% exercisable on\n     December 5, 2002; options granted on December 5, 2000 shall become 25%\n     exercisable on each December 5th thereafter; and options granted on\n     December 5, 2001 shall become 25% exercisable on each December 5th\n     thereafter. Notwithstanding the foregoing, if prior to December 5, 2002 the\n     Executive shall terminate his employment pursuant to Section 4.4 or the\n     Company shall terminate the Executive's employment other than for Cause\n     pursuant to Section 4.3, a portion of the options granted on December 5,\n     1999 shall be exercisable for a period of one year following such\n     termination of employment, such portion to be determined as follows: 33%\n     if such termination occurs on or after December 5, 2000 and before December\n     5, 2001; and 66% if on or after December 5, 2001 and before December 5,\n     2002. In addition, the Executive shall be recommended to the Compensation\n     Committee or other committee of the Board administering the Revlon Inc.\n     Amended and Restated 1996 Stock Plan or any plan that may replace it, as\n     from time to time in effect, to receive, under that Plan or otherwise, an\n     award intended to reasonably recognize any enhanced value that the\n     recommended December 5, 1999 option grant would enjoy if it were priced on\n     November 1 rather than December 5, 1999; which recommended award may, but\n     need not, take the form of increasing the number of options otherwise\n     recommended to be granted on December 5, 1999; and in all events, such\n     recommended additional award, whatever its form, may be made subject to\n     restrictions on vesting and exercisability (if applicable) with purpose\n     similar to the restrictions pertaining to the contemplated December 5, 1999\n     option grant, and may be designed to minimize accounting impact and\n     maximize tax deductibility.\n\n          3.4 Business Expenses. RCPC shall pay or reimburse the Executive for\n     all reasonable expenses actually incurred or paid by the Executive during\n     the Term in the performance of the Executive's services under this\n     Agreement, subject to and in accordance with applicable expense\n     reimbursement and related policies and procedures as in effect from time to\n     time.\n\n\n          3.5 Vacation. During each year of the Term, the Executive shall be\n     entitled to a vacation period or periods of four weeks taken in accordance\n     with applicable vacation policy 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\n          participate in those qualified and non-qualified defined benefit,\n          defined contribution, group insurance, medical, dental, disability and\n          other benefit plans of the Company as from time to time in effect made\n          available to senior executives of the Company generally and in the\n          Company's Executive Medical Plan providing for reimbursement of\n          medical and dental benefits not payable under plans generally\n          available. In addition, in accordance with the directives of the\n          Compensation Committee of the Board of Directors, during the Term the\n          Executive shall be assigned the use of a Company-provided chauffeured\n          automobile (a late model top of the line BMW or equivalent vehicle)\n          during the business week for personal and business use and at other\n          times as required for business purposes. Further, during the Term the\n          Executive shall be entitled to the use of a Company-provided\n          automobile in accordance with the Company's executive automobile\n          policy and guidelines as from time to time in effect, and the\n          Executive shall be reimbursed for the initiation fees, dues,\n          assessments and like fees for membership in one city club of the\n          Executive's choice.\n\n               (ii) During the Term, RCPC agrees to make available to the\n          Executive additional life insurance coverage with a death benefit of\n          three times the Executive's Base Salary from time to time, subject to\n          the insurer's satisfaction with the results of any required medical\n          examination, to which the Executive hereby agrees to submit, and shall\n          reimburse the Executive for the premium expense related thereto and\n          gross the Executive up for the tax payable with respect to such\n          reimbursement. Such coverage shall be provided pursuant to the\n          Company's optional supplemental term insurance program, if available,\n          or if not, the Executive may select a plan of the Executive's choice\n          and may designate the beneficiary of such plan.\n\n               (iii) During the Term, RCPC shall maintain an individual policy\n          of disability insurance, naming the Executive as the insured and the\n          Executive or a designee as the beneficiary, with a benefit equal to\n          (A) fifty percent of the sum of the Executive's Base Salary in effect\n          on the date of disability plus the Executive's most recent annual\n          bonus pursuant to Section 3.2 less (B) the long-term disability\n          benefit payable under the Company's group disability program as in\n          effect from time to time (irrespective of whether the Executive has\n          elected to participate in such long-term disability program).\n\n               (iv) On the Effective Date, or at such time or times thereafter\n          as may be agreed upon by RCPC and the Executive, RCPC shall loan to\n          the Executive up to $500,000 to assist him in purchasing a new\n          principal residence in the New York metropolitan area and\/or a\n          Manhattan apartment and to defray unreimbursed expenses associated\n          with the relocation of his household to commence employment hereunder.\n          Such loan shall be due and payable, together with interest at the\n\n\n\n          applicable federal rate, upon the earlier of (x) termination of the\n          Executive's employment for any reason or (y) five years from the\n          making of the first portion of any such loan. Such loan shall be\n          evidenced by a note secured by a mortgage on the purchased premises\n          (or by such other collateral as may be acceptable to RCPC), second\n          only to any mortgage in favor of the seller of such premises or any\n          bank making a loan for the purchase thereof.\n\n               (v) During the Term, RCPC shall pay to the Executive as\n          additional compensation on a monthly basis an amount equal to the sum\n          of (A) the payment actually payable by the Executive for the preceding\n          month in respect of (i) regularly scheduled interest and amortization\n          of principal on any bank loan that the Executive shall obtain to\n          purchase a principal residence in the New York metropolitan area\n          and\/or a Manhattan apartment (calculated on the basis of a standard\n          fixed payment commercial mortgage table with interest adjustable seven\n          years after initial borrowing and principal amortized over 30 years\n          after initial borrowing, but excluding any prepayment of principal)\n          (the 'Mortgage Loan') and (ii) any loan origination 'points' with\n          respect to the closing of the Mortgage Loan, in each case limited to\n          $1,500,000 principal amount of Mortgage Loan (together, the 'Home Loan\n          Payments') plus (B) the amount of any increase in federal, state and\n          local income taxes actually payable by the Executive as a result of\n          RCPC's payment of the Home Loan Payments and amounts payable under\n          this clause (B); provided, however, that if during or after the Term\n          (x) the Executive terminates his employment otherwise than for reasons\n          constituting 'Good Reason' as defined in Section 4.4 or (y) the\n          Executive materially breaches any of his obligations hereunder\n          (including under Sections 5, 6 and 7) or (z) RCPC terminates the\n          Executive's employment for reasons constituting 'Cause' as defined in\n          Section 4.3, the Executive shall remit and repay to RCPC an amount\n          equal to (a) the total amount of interest that would have been paid by\n          RCPC as Home Loan Payments if the Mortgage had borne interest at the\n          applicable federal rate from time to time, plus (b) the payments made\n          by RCPC pursuant to clause (B) above (plus interest thereon at the\n          applicable federal rate) with respect to the amount to be remitted by\n          the Executive pursuant to the foregoing clause (a).\n\n               (vi) In furtherance of the Executive's retirement benefit\n          expectations, and without limiting the Company's ability to modify, in\n          any way, any or all of its defined benefit plans, RCPC agrees to\n          guarantee to the Executive a minimum monthly pension as set forth\n          below:\n\n                    (a) Commencing with retirement on or after October 1, 2008,\n               RCPC shall pay or provide a monthly straight life annuity pension\n               amount of $41,667, reduced by the actuarial equivalent of all\n               benefits paid or payable (calculated on a straight life annuity\n               basis) to or in respect of the Executive under (i) the Revlon\n               Employees Retirement Plan, the Revlon Pension Equalization Plan,\n               and any predecessors or successors to either of them, (ii) all\n               other defined benefit retirement and defined contribution plans,\n               whether or not tax qualified, maintained at any time by RCPC,\n               Revlon, Inc., any past employer of the Executive, or the\n               affiliate of any of them, in all cases without regard to \n\n\n               whether the plan has previously terminated, is being currently\n               maintained or is established and maintained in the future. Such\n               offset for benefits under other plans shall be determined as of\n               the day this pension starts; shall not be subsequently adjusted\n               on account of any subsequent benefit accruals or change in\n               benefit amounts expected under such other plans, whether on\n               account of the Executive's death or otherwise; and shall\n               disregard benefits derived from employee contributions and from\n               employer matching contributions under any 401(k) plan. Only a\n               percentage (the 'Accrued Percentage') of the amount otherwise\n               payable pursuant to this Section 3.6(v)(a) shall be paid if the\n               Executive's employment shall terminate prior to October 1, 2008,\n               as follows: for termination prior to September 30, 2000, the\n               Accrued Percentage shall be 0%; for termination on or after\n               September 30, 2000 and prior to September 30, 2001, 11.1%; and\n               thereafter, 11.1% additional to accrue as of each September 30th\n               on which the Executive is still employed, with the result that\n               the benefit shall be 100% accrued on and after September 30,\n               2008.\n\n                    (b) The Executive may elect to have the pension determined\n               pursuant to subsection (a) above paid as an actuarially\n               equivalent joint and 50% survivor annuity with his spouse as\n               beneficiary if she shall survive the Executive and be legally\n               married to the Executive at the time of his death. Such election\n               shall be made by the Executive not later than 90 days before the\n               pension benefit is to start and shall take effect only if the\n               Executive and his spouse are alive and married to each other on\n               the day the pension starts. If the Executive's spouse dies after\n               the pension starts and before the Executive, no adjustment shall\n               be made to the amount of annual pension payable to the Executive.\n\n                    (c) If the Executive dies before October 1, 2008, a lifetime\n               pension shall be payable to the spouse, if any, to whom the\n               Executive was legally married on the date of his death,\n               commencing on October 1, 2008, in a monthly amount determined as\n               if the Executive had survived to that date and had then elected\n               to have his benefit paid as an actuarially equivalent joint and\n               50% survivor annuity with his spouse as beneficiary; provided,\n               that the amount otherwise determined in accordance with the\n               foregoing shall be multiplied by the Accrued Percentage\n               calculated pursuant to the last sentence of Section 3.6(v)(a) as\n               of the date of the Executive's death (or, if earlier, the date as\n               of which Executive's employment terminated), and only that\n               accrued amount shall be due to the surviving spouse.\n\n                    (d) For purposes of determining actuarial equivalence, the\n               following assumptions shall be used: an interest rate equal to\n               the AA corporate bond long-term rate in effect on the first day\n               of the month preceding the month in which the benefit is to\n               start, the 1983 Group Annuity Mortality Table, and otherwise the\n               reasonable actuarial assumptions and methods selected by RCPC's\n               primary actuary.\n\n                    (e) Notwithstanding any other provision of this Agreement,\n               no benefit shall be payable pursuant to this subsection 3.6(v),\n               and any \n\n\n\n               amounts then being paid shall cease and the Executive shall\n               immediately reimburse the Company for amounts theretofore paid,\n               in the event that (x) prior to January 1, 2003 the Executive\n               terminates his employment during the Term otherwise than as\n               provided in Section 4.4, (y) the Executive materially breaches\n               this Agreement (including Section 5, 6 or 7) or (z) RCPC\n               terminates the Executive's employment (under this Agreement or\n               otherwise) for 'Cause' as set forth in Section 4.3 of this\n               Agreement.\n\n                    (f) Payments pursuant to this subsection 3.6(v) shall be\n               made quarterly or at such more frequent intervals as RCPC may\n               elect. RCPC's obligation under this subsection 3.6(v) shall be an\n               unsecured, unfunded and unaccrued contingent general obligation\n               of RCPC to be satisfied from its unsegregated general funds,\n               provided that RCPC shall have the right, if it so elects, to\n               defease its obligation hereunder by the purchase and delivery to\n               the Executive of an annuity on his life in the amount provided\n               for above or to fund its obligation hereunder through the\n               purchase of insurance or other instruments, and the Executive\n               agrees to comply with the reasonable requests of RCPC should RCPC\n               elect to do so, including by submitting to medical examination\n               required in connection with the purchase of any such insurance.\n\n          3.7 Special Bonus. As an additional inducement to the Executive to\n     enter into and remain in RCPC's employ, RCPC agrees to pay to the Executive\n     a special bonus on January 15 of the year next following the year in which\n     his employment terminates, in an amount equal to the product of multiplying\n     (A) $1,500,000 less the amount of Home Loan Payments made by RCPC in\n     respect of the principal of the Mortgage, by (B) the following applicable\n     percentages: for termination in 2000, 0%; for termination in 2001, 20%; for\n     termination in 2002, 40%; for termination in 2003, 60%; for termination in\n     2004, 80%; and for termination in 2005 or thereafter, 100%; provided,\n     however, that if during or after the Term (x) the Executive terminates his\n     employment otherwise than for reasons constituting 'Good Reason' as defined\n     in Section 4.4 or (y) the Executive materially breaches any of his\n     obligations hereunder (including under Sections 5, 6 and 7) or (z) RCPC\n     terminates the Executive's employment for reasons constituting 'Cause' as\n     defined in Section 4.3, no bonus shall be payable under this Section 3.7\n     and (in the case of a material breach of Section 5, 6 or 7 following\n     termination of employment) any bonus theretofore paid under this Section\n     3.7 shall be forfeited and repaid to RCPC.\n\n     4. Termination.\n\n          4.1 Death. If the Executive shall die during the Term, the Term shall\n     terminate and no further amounts or benefits shall be payable hereunder\n     except pursuant to Section 3.6.\n\n          4.2 Disability. If during the Term the Executive shall become\n     physically or mentally disabled, whether totally or partially, such that\n     the Executive is unable to perform the Executive's services hereunder for\n     (i) a period of six consecutive\n\n\n\n     months or (ii) shorter periods aggregating six months during any twelve\n     month period, the Company may at any time after the last day of the six\n     consecutive months of disability or the day on which the shorter periods of\n     disability shall have equaled an aggregate of six months, by written notice\n     to the Executive (but before the Executive has returned to active service\n     following such disability), terminate the Term and no further amounts or\n     benefits shall be payable hereunder, except that the Executive shall be\n     entitled to receive until the first to occur of (x) the Executive ceasing\n     to be disabled or (y) the Executive's attaining the age of 65, continued\n     coverage for the Executive under the Company paid group life insurance plan\n     and for the Executive and his spouse and children, if any, under the\n     Company's group medical (including executive medical) plan, to the extent\n     permitted by such plans and to the extent such benefits continue to be\n     provided to the Company's senior executives generally.\n\n          4.3 Cause. In the event of gross neglect by the Executive of the\n     Executive's duties hereunder, conviction of the Executive of any felony,\n     conviction of the Executive of any lesser crime or offense involving the\n     property of the Company or any of its subsidiaries or affiliates, willful\n     misconduct by the Executive in connection with the performance of the\n     Executive's duties hereunder or other material breach by the Executive of\n     this Agreement, or any other conduct on the part of the Executive which\n     would make the Executive's continued employment by the Company materially\n     prejudicial to the best interests of the Company, RCPC may at any time by\n     written notice to the Executive terminate the Term for 'Cause' and, upon\n     such termination, the Executive shall be entitled to receive no further\n     amounts or benefits hereunder, except as required by law. The Executive\n     shall not be deemed to have been terminated for Cause unless (i) reasonable\n     notice has been delivered to him setting forth the reasons for the\n     Company's intention to terminate for Cause, and (ii) a period of ten (10)\n     days has elapsed since delivery of such notice during which Executive was\n     afforded an opportunity to cure, if capable of remedy, the reasons for the\n     Company's intention to terminate for Cause.\n\n          4.4 Company Breach; Other Termination. In the event of the breach of\n     any material provision of this Agreement by the Company or the failure of\n     the Compensation Committee (or other appropriate Committee of the Board of\n     Directors of Revlon, Inc.) to fully implement RCPC's recommendations\n     pursuant to Section 3.3, the Executive shall be entitled to terminate the\n     Executive's employment and the Term upon 60 days' prior written notice to\n     the Company. Such termination of the Executive's employment and the Term\n     shall be deemed a termination for 'Good Reason'. In addition, RCPC shall be\n     entitled to terminate the Term and the Executive's employment at any time\n     and without prior notice otherwise than pursuant to the provisions of\n     Section 4.2 or 4.3. In consideration of the Executive's covenant in Section\n     5.2 upon termination under this Section 4.4 by the Executive, or in the\n     event RCPC so terminates the Term otherwise than pursuant to the provisions\n     of Section 4.2 or 4.3, RCPC agrees, and the Company's sole obligation\n     arising from such termination (except as otherwise provided in Sections 3.6\n     and 3.7) shall be (at the Executive's election by written notice within 10\n     days after such termination), for RCPC either:\n\n\n\n                    (i) to make payments in lieu of Base Salary in the amounts\n               prescribed by Section 3.1 and to continue the Executive's\n               participation in the benefits provided for in subsections (i),\n               (ii) and (iii) of Section 3.6 (except, in the case of subsection\n               (i), the use of a chauffeur-driven car) (in each case less\n               amounts required by law to be withheld) through the date on which\n               the Term would have expired pursuant to Section 2.2 if RCPC had\n               given notice of non-renewal on or as promptly as permitted by\n               Section 2.2 after the date of termination, provided that (1) such\n               benefit continuation is subject to the terms of such plans, (2)\n               group life insurance continuation is subject to a limit of two\n               years pursuant to the terms thereof, (3) the Executive shall\n               cease to be covered by medical and\/or dental plans of the Company\n               at such time as the Executive becomes covered by like plans of\n               another company, (4) the Executive shall, as a condition, execute\n               such release, confidentiality, non-competition and other\n               covenants as would be required in order for the Executive to\n               receive payments and benefits under Revlon Executive Severance\n               Policy as in effect on the date of this Agreement and (5) any\n               compensation earned by the Executive from other employment or\n               consultancy during such period shall reduce the payments provided\n               for herein, or\n\n                    (ii) to make the payments and provide the benefits\n               prescribed by the Executive Severance Policy of the Company as in\n               effect on the date of this Agreement (except that the provision\n               in Paragraph IIIC(ii) establishing a limit of six months of\n               payments shall not be applicable to the Executive) upon the\n               Executive's compliance with the terms thereof.\n\n          4.5 Litigation Expenses. If RCPC and the Executive become involved in\n     any action, suit or proceeding relating to the alleged breach of this\n     Agreement by RCPC or the Executive, then if and to the extent that a final\n     judgment in such action, suit or proceeding is rendered in favor of the\n     Executive, RCPC shall reimburse the Executive for all expenses (including\n     reasonable attorneys' fees) incurred by the Executive in connection with\n     such action, suit or proceeding or the portion thereof adjudicated in favor\n     of the Executive. Such costs shall be paid to the Executive promptly upon\n     presentation of expense statements or other supporting information\n     evidencing the incurrence of such expenses.\n\n     5. Protection of Confidential Information; Non-Competition.\n\n          5.1 The Executive acknowledges that the Executive's services will be\n     unique, that they will involve the development of Company-subsidized\n     relationships with key customers, suppliers, and service providers as well\n     as with key Company employees and that the Executive's work for the Company\n     has given and will give the Executive access to highly confidential\n     information not available to the public or competitors, including trade\n     secrets and confidential marketing, sales, product development and other\n     data and place which it would be impracticable for the Company to\n     effectively protect and preserve in the absence of this Section 5 and the\n     disclosure or misappropriation of which could materially adversely affect\n     the Company. Accordingly, the Executive agrees:\n\n\n\n               5.1.1 except in the course of performing the Executive's duties\n          provided for in Section 1.1, not at any time, whether before, during\n          or after the Executive's employment with the Company, to divulge to\n          any other entity or person any confidential information acquired by\n          the Executive concerning the Company's or its affiliates' financial\n          affairs or business processes or methods or their research,\n          development or marketing programs or plans, any other of its or their\n          trade secrets, any information regarding personal matters of any\n          directors, officers, employees or agents of the Company or its\n          affiliates or their respective family members, or any information\n          concerning the circumstances of the Executive's employment and any\n          termination of the Executive's employment with the Company or any\n          information regarding discussions related to any of the foregoing. The\n          foregoing prohibitions shall include, without limitation, directly or\n          indirectly publishing (or causing, participating in, assisting or\n          providing any statement, opinion or information in connection with the\n          publication of) any diary, memoir, letter, story, photograph,\n          interview, article, essay, account or description (whether\n          fictionalized or not) concerning any of the foregoing, publication\n          being deemed to include any presentation or reproduction of any\n          written, verbal or visual material in any communication medium,\n          including any book, magazine, newspaper, theatrical production or\n          movie, or television or radio programming or commercial. In the event\n          that the Executive is requested or required to make disclosure of\n          information subject to this Section 5.1.1 under any court order,\n          subpoena or other judicial process, the Executive will promptly notify\n          RCPC, take all reasonable steps requested by RCPC to defend against\n          the compulsory disclosure and permit RCPC to control with counsel of\n          its choice any proceeding relating to the compulsory disclosure. The\n          Executive acknowledges that all information, the disclosure of which\n          is prohibited by this section, is of a confidential and proprietary\n          character and of great value to the Company.\n\n               5.1.2 to deliver promptly to the Company on termination of the\n          Executive's employment with the Company, or at any time that RCPC may\n          so request, all memoranda, notes, records, reports, manuals, drawings,\n          blueprints and other documents (and all copies thereof) relating to\n          the Company's business and all property associated therewith, which\n          the Executive may then possess or have under the Executive's control.\n\n          5.2 In consideration of RCPC's covenant in Section 4.4, the Executive\n     shall (i) in all respects fully to comply with the terms of the Employee\n     Agreement as to Confidentiality and Non-Competition referred to in Revlon\n     Executive Severance Policy (the 'Non-Competition Agreement'), whether or\n     not the Executive is a signatory thereof, with the same effect as if the\n     same were set forth herein in full, and (ii) in the event that the\n     Executive shall terminate the Executive's employment otherwise than as\n     provided in Section 4.4, the Executive shall comply with the restrictions\n     set forth in paragraph 9(e) of the Non-Competition Agreement through the\n     earliest date on which the Term would have expired pursuant to Section 2.2\n     if RCPC had given notice of non-renewal on or as promptly as permitted by\n     Section 2.2 after the date of termination, subject only to the Company\n     continuing to make payments equal to the Executive's Base Salary during\n     such period, notwithstanding the limitation otherwise applicable under\n     paragraph 9(d) thereof or any other provision of the Non-Competition\n     Agreement.\n\n\n          5.3 If the Executive commits a breach of any of the provisions of\n     Section 5.1 or 5.2 hereof, RCPC shall have the following rights and\n     remedies:\n\n               5.3.1 the right and remedy to immediately terminate all further\n          payments and benefits provided for in this Agreement, except as may\n          otherwise be required by law in the case of qualified benefit plans.\n\n               5.3.2 the right and remedy to have the provisions of this\n          Agreement specifically enforced by any court having equity\n          jurisdiction, it being acknowledged and agreed that any such breach\n          will cause irreparable injury to the Company and that money damages\n          and disgorgement of profits will not provide an adequate remedy to the\n          Company, and, if the Executive attempts or threatens to commit a\n          breach of any of the provisions of Section 5.1 or 5.2, the right and\n          remedy to be granted a preliminary and permanent injunction in any\n          court having equity jurisdiction against the Executive committing the\n          attempted or threatened breach (it being agreed that each of the\n          rights and remedies enumerated above shall be independent of the\n          others and shall be severally enforceable, and that all of such rights\n          and remedies shall be in addition to, and not in lieu of, any other\n          rights 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\n          for and pay over to the Company all compensation, profits, monies,\n          accruals, increments or other benefits (collectively 'Benefits')\n          derived or received by the Executive as the result of any transactions\n          constituting a breach of any of the provisions of Section 5.1 or 5.2\n          hereof, and the Executive hereby agrees to account for and pay over\n          such Benefits as directed by RCPC.\n\n          5.4 If any of the covenants contained in Section 5.1, 5.2 or 5.3, or\n     any part thereof, hereafter are construed to be invalid or unenforceable,\n     the same shall not affect the remainder of the covenant or covenants, which\n     shall be given full effect, without regard to the invalid portions.\n\n          5.5 If any of the covenants contained in Section 5.1 or 5.2, or any\n     part thereof, are held to be unenforceable because of the duration of such\n     provision or the area covered thereby, the parties agree that the court\n     making such determination shall have the power to reduce the duration\n     and\/or area of such provision so as to be enforceable to the maximum extent\n     permitted by applicable law and, in its reduced form, said provision shall\n     then be enforceable.\n\n          5.6 The parties hereto intend to and hereby confer jurisdiction to\n     enforce the covenants contained in Sections 5.1, 5.2 and 5.3 upon the\n     courts of any state within the geographical scope of such covenants. In the\n     event that the courts of any one or more of such states shall hold such\n     covenants wholly unenforceable by reason of the breadth of such covenants\n     or otherwise, it is the intention of the parties' hereto that such\n     determination not bar or in any way affect RCPC's right to the relief\n     provided above in the courts of any other states within the geographical\n     scope of such covenants as to breaches of such covenants in such other\n     respective jurisdictions, the above covenants as \n\n\n\n     they relate to each state being for this purpose severable into diverse and\n     independent covenants.\n\n          5.7 Any termination of the Term or the Executive's employment shall\n     have no effect on the continuing operation of this Section 5.\n\n          5.8 Pursuant to Sections 4.4 and 5.2, the Executive is subject to\n     certain non-competition covenants set forth in the Non-Competition\n     Agreement referred to in the Revlon Executive Severance Policy, which\n     covenants extend beyond the Executive's termination of employment. If prior\n     to January 1, 2003 the Executive shall terminate his employment pursuant to\n     Section 4.4. or the Company shall terminate the Executive's employment\n     other than for Cause pursuant to Section 4.3, then the restrictions on\n     entering competitive employment otherwise applicable shall not survive more\n     than 12 months following any such termination of employment (but all other\n     covenants shall remain applicable in accordance with their terms).\n\n     6. Inventions and Patents.\n\n          6.1 The Executive agrees that all processes, technologies and\n     inventions (collectively, 'Inventions'), including new contributions,\n     improvements, ideas and discoveries, whether patentable or not, conceived,\n     developed, invented or made by him during the Term shall belong to the\n     Company, provided that such Inventions grew out of the Executive's work\n     with the Company or any of its subsidiaries or affiliates, are related in\n     any manner to the business (commercial or experimental) of the Company or\n     any of its subsidiaries or affiliates or are conceived or made on the\n     Company's time or with the use of the Company's facilities or materials.\n     The Executive shall further: (a) promptly disclose such Inventions to the\n     Company; (b) assign to the Company, without additional compensation, all\n     patent and other rights to such Inventions for the United States and\n     foreign countries; (c) sign all papers necessary to carry out the\n     foregoing; and (d) give testimony in support of the Executive's\n     inventorship.\n\n          6.2 If any Invention is described in a patent application or is\n     disclosed to third parties, directly or indirectly, by the Executive within\n     two years after the termination of the Executive's employment with the\n     Company, it is to be presumed that the Invention was conceived or made\n     during the Term.\n\n          6.3 The Executive agrees that the Executive will not assert any rights\n     to any Invention as having been made or acquired by the Executive prior to\n     the date of this Agreement, except for Inventions, if any, disclosed to the\n     Company in writing prior to the date hereof.\n\n     7. Intellectual Property.\n\n     Notwithstanding and without limiting the provisions of Section 6, the\nCompany shall be the sole owner of all the products and proceeds of the\nExecutive's services hereunder, including, but not limited to, all materials,\nideas, concepts, formats, suggestions, developments, arrangements, packages,\nprograms and other intellectual \n\n\n\nproperties that the Executive may acquire, obtain, develop or create in\nconnection with or during the Term, free and clear of any claims by the\nExecutive (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, NY 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\n     accordance with the laws of the State of New York applicable to agreements\n     made between residents thereof and to be performed entirely in New York.\n \n          10.2 The section headings contained herein are for reference purposes\n     only and shall not in any way affect the meaning or interpretation of this\n     Agreement.\n\n          10.3 This Agreement sets forth the entire agreement and understanding\n     of the parties relating to the subject matter hereof, and supersedes all\n     prior agreements, arrangements and understandings, written or oral,\n     relating to the subject \n\n\n\n     matter hereof. No representation, promise or inducement has been made by\n     either party that is not embodied in this Agreement, and neither party\n     shall be bound by or liable for any alleged representation, promise or\n     inducement not so set forth.\n\n          10.4 This Agreement, and the Executive's rights and obligations\n     hereunder, may not be assigned by the Executive, nor may the Executive\n     pledge, encumber or anticipate any payments or benefits due hereunder, by\n     operation of law or otherwise. RCPC may assign its rights, together with\n     its obligations, hereunder (i) to any affiliate or (ii) to a third party in\n     connection with any sale, transfer or other disposition of all or\n     substantially all of any business to which the Executive's services are\n     then principally devoted, provided that no assignment pursuant to clause\n     (ii) shall relieve RCPC from its obligations hereunder to the extent the\n     same are not timely discharged by such assignee.\n\n          10.5 This Agreement may be amended, modified, superseded, canceled,\n     renewed or extended and the terms or covenants hereof may be waived, only\n     by a written instrument executed by both of the parties hereto, or in the\n     case of a waiver, by the Party waiving compliance. The failure of either\n     party at any time or times to require performance of any provision hereof\n     shall in no manner affect the right at a later time to enforce the same. No\n     waiver by either party of the breach of any term or covenant contained in\n     this Agreement, whether by conduct or otherwise, in any one or more\n     instances, shall be deemed to be, or construed as, a further or continuing\n     waiver of any such breach, or a waiver of the breach of any other term or\n     covenant contained in this Agreement.\n\n          10.6 This Agreement may be executed in two or more counterparts, each\n     of which shall he deemed to be an original but all of which together will\n     constitute one and the same instrument.\n\n     11. Subsidiaries and Affiliates.\n\n     As used herein, the term 'subsidiary' shall mean any corporation or other\nbusiness entity controlled directly or indirectly by the corporation or other\nbusiness entity in question, and the term 'affiliate' shall mean and include any\ncorporation or other business entity directly or indirectly controlling,\ncontrolled by or under common control with the corporation or other business\nentity in question.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst above written\n\n\n                                    REVLON CONSUMER PRODUCTS CORPORATION\n\n\n                                    By: WADE H. NICHOLS\n                                        ----------------------------\n                                    \/s\/ JEFFREY M. NUGENT\n                                    --------------------------------\n                                    Jeffrey M. Nugent, the Executive\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-39529","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\/39529","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=39529"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39529"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39529"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39529"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}