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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 18, 2006 (January 13, 2006)
Revlon, Inc.
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(Exact name of Registrant as specified in its Charter)
Delaware 1-11178 13-3662955
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
237 Park Avenue
New York, New York 10017
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(Address of principal executive offices) (Zip code)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
----
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On January 18, 2006, Revlon, Inc. ("Revlon") announced that Thomas E.
McGuire, Chief Financial Officer and Executive Vice President of Revlon, Inc.
and its wholly-owned subsidiary, Revlon Consumer Products Corporation ("RCPC"
and, together with Revlon, the "Company"), and David L. Kennedy, President of
International and Executive Vice President of the Company, will rotate their
positions and responsibilities.
The rotation of responsibilities will be effective in March 2006 after the
Company files its Annual Report on Form 10-K for the fiscal year ended December
31, 2005. Mr. McGuire and Mr. Kennedy will work together during the first
quarter of 2006 to ensure a smooth transition.
Mr. Kennedy, 59, joined Revlon in June 2002. His 33-year business career
includes 20 years in senior finance and accounting positions. From 1998 to 2001,
Mr. Kennedy was Managing Director of Coca-Cola Amatil Limited, a publicly-held
company based in Sydney, Australia. Prior to 1998, Mr. Kennedy held several
senior management and senior financial positions with The Coca-Cola Company and
its divisions and affiliated companies, which he joined in 1980. These included
serving as General Manager of The Coca-Cola Fountain Division from 1992 to 1997
and in various key financial positions from 1983 to 1987 for Columbia Pictures
Industries, Inc., then a wholly-owned subsidiary of The Coca-Cola Company,
including as Corporate Controller and Senior Vice President of Finance, where he
was responsible for financial reporting and internal controls. He spent the
first eight years of his career at Ernst & Young.
Mr. Kennedy's existing employment agreement, which has not yet been amended to
reflect his new responsibilities as the Company's Chief Financial Officer and
Executive Vice President, is filed as Exhibit 99.1 attached hereto and is
incorporated herein by reference.
A copy of the press release issued by the Company on January 18, 2006 announcing
these management rotations, pursuant to board resolutions adopted on January 13,
2006, is attached as Exhibit 99.2 and is incorporated herein by reference.
(c) To the extent applicable, the contents of Item 5.02(b) above are
incorporated into this Item 5.02(c) by reference.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Employment Agreement between Revlon Consumer Products
Corporation and David L. Kennedy, dated as of June 10,
2002.
99.2 Press release issued by Revlon, Inc. on January 18,
2006.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVLON, INC.
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President, Chief Legal
Officer, General Counsel and Secretary
Date: January 18, 2006
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Employment Agreement between Revlon Consumer Products
Corporation and David L. Kennedy, dated as of June 10,
2002.
99.2 Press release issued by Revlon, Inc. on January 18,
2006.
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Exhibit 99.1
Employment Agreement between Revlon Consumer Products Corporation and David L.
Kennedy, dated as of June 10, 2002
EMPLOYMENT AGREEMENT, dated as of June 10, 2002, between
REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation ("RCPC" and,
together with its parent Revlon, Inc. and its subsidiaries, the "Company"), and
David Kennedy (the "Executive").
RCPC wishes to employ the Executive and the Executive wishes
to accept employment with the Company on the terms and conditions set forth in
this Agreement.
Accordingly, RCPC and the Executive hereby agree as follows:
Employment, Duties and Acceptance.
1.1 Employment, Duties. RCPC hereby employs the
Executive for the Term (as defined in Section 2.1) to render exclusive and
full-time services to the Company as the executive responsible for general
management of the Company's international business, and such other duties and
responsibilities as may be assigned to you from time to time. The Executive's
title shall be Executive Vice President of the Company and President, Revlon
International, or such other title of at least equivalent level consistent with
the Executive's duties from time to time as may be assigned to the Executive.
The Executive shall report to the President and Chief Executive Officer of
Revlon, Inc. (the "CEO").
1.2 Acceptance. The Executive hereby accepts such
employment and agrees to render the services described above. During the Term,
the Executive agrees to serve the Company faithfully and to the best of the
Executive's ability, to devote the Executive's entire business time, energy and
skill to such employment, and to use the Executive's best efforts, skill and
ability to promote the Company's interests.
1.3 Location. The duties to be performed by the
Executive hereunder shall be performed primarily at the office of RCPC in the
New York City metropolitan area, and it is understood that the nature of the
Executive's duties on behalf of the Company shall require regular travel to the
Company's international operations.
1.4 Performance Warranty. As an inducement for the
Company to enter into this Agreement, you hereby represent that you are not a
party to any contract, agreement or understanding which prevents, prohibits or
limits you in any way from entering into and fully performing your obligations
under this Agreement and any duties and responsibilities that may be assigned to
you hereunder.
2. Term of Employment; Certain Post-Term Benefits.
2.1 The Term. The Term of the Executive's employment
under this Agreement (the "Term") shall commence on June 10, 2002 (the
"Effective Date") and shall end on the later of June 9, 2005 or twenty-four
months after RCPC provides to the Executive a notice of non-renewal, unless in
either case sooner terminated pursuant to Section 4. Non-extension of the Term
shall not be deemed to be a breach of this Agreement by RCPC for purposes of
Section 4.4. During any period that the Executive's employment shall continue
following the end of the Term, the Executive shall be deemed an employee at
will, provided, however, that the Executive shall be eligible for severance on
the terms and subject to the conditions of the Revlon Executive Severance Policy
as in effect from time to time (the "Executive Severance Policy"), provided that
the Severance Period for the Executive under the Executive Severance Policy
shall be 24 months, subject to the terms and conditions of such policy.
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2.2 Special Curtailment. The Term shall end earlier
than the date provided in Section 2.1, if sooner terminated pursuant to Section
4.
3. Compensation; Benefits.
3.1 Salary. The Company agrees to pay the Executive
during the Term a base salary, payable bi-weekly, at the annual rate of not less
than $500,000 (the "Base Salary"). All payments of Base Salary or other
compensation hereunder shall be less such deductions or withholdings as are
required by applicable law and regulations. The Executive will be considered for
merit increases in connection with the Executive's performance evaluations,
which are performed in accordance with the Company's salary administration
policies and procedures. In the event that RCPC, in its sole discretion, from
time to time determines to increase the Base Salary, such increased amount
shall, from and after the effective date of the increase, constitute "Base
Salary" for purposes of this Agreement and shall not thereafter be decreased.
3.2 Bonus. The Executive shall be eligible to
participate in the Revlon Executive Bonus Plan as in effect from time to time
(or such plan or plans, if any, as may succeed it) (the "Bonus Plan") with
maximum bonus eligibility of 100% of Base Salary for significantly
over-achieving performance objectives set by the Compensation Committee or its
designee and target bonus eligibility of 75% of Base Salary for achieving
performance objectives set by the Compensation Committee or its designee,
subject to the terms and conditions of such Bonus Plan, provided that the
Executive's annual bonus for the year ending December 31, 2002 shall not be less
than the target bonus for year 2002 prorated for the period of the Executive's
active employment with the Company in 2002, regardless of the attainment of
performance objectives. In the event that the Executive's employment shall
terminate pursuant to Section 4.4 during any calendar year, the Executive's
bonus with respect to the year during which such termination occurs shall be
prorated for the actual number of days of active employment during such year and
such bonus as prorated shall be payable (i) if and to the extent bonuses are
payable to executives under the Bonus Plan for that year based upon achievement
of the objectives set for that year and not including any discretionary bonus
amounts which may otherwise be payable to other executives despite
non-achievement of bonus objectives for such year and (ii) on the date bonuses
would otherwise be payable to executives under the Bonus Plan. Notwithstanding
anything herein or contained in the Bonus Plan to the contrary, in the event
that the Executive's employment shall terminate pursuant to Section 4.4 during
any calendar year, the Executive shall be entitled to receive his bonus (if not
already paid) with respect to the year immediately preceding the year of
termination (if bonuses with respect to such year are payable to other
executives based upon achievement of bonus objectives and not based upon
discretionary amounts which may be paid to other executives despite
non-achievement of bonus objectives) as and when such bonuses would otherwise be
payable to executives under the Bonus Plan, despite the fact that Executive may
not be actively employed on such date of payment.
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3.3 Stock-Based Compensation.
(a) Stock Options. As promptly as practicable after
the Effective Date the Executive shall be recommended to the Compensation
Committee or other committee of the Board administering the Revlon, Inc. Third
Amended and Restated 1996 Stock Plan or any plan that may replace it, as from
time to time in effect (the "Stock Plan") to receive a stock option grant of
150,000 shares of Revlon Class A Common Stock at an exercise price equal to the
market price of Revlon Class A Common Stock on the date of grant, with vesting
and terms as set forth on Schedule A. Such grant shall be subject to amendment
of the Stock Plan at the May 2002 Shareholders Meeting to authorize additional
shares for issuance under the Stock Plan. Subject to Executive's continued
employment, by no later than June 30, 2003 and June 30, 2004, the Executive
shall be recommended to the Compensation Committee to receive in each of 2003
and 2004 a stock option grant of 50,000 shares of common stock in accordance
with the terms of the Stock Plan, as from time to time in effect, with vesting
and terms as set forth on Schedule A.
(b) Restricted Stock. As promptly as practicable
after the Effective Date and subject to amendment of the Stock Plan at the May
2002 Shareholders Meeting to authorize additional shares for issuance under the
Stock Plan, the Executive shall be recommended to the Compensation Committee to
receive 50,000 shares of restricted Revlon Class A common stock with vesting and
terms as set forth on Schedule A.
3.4 Business Expenses. RCPC shall pay or reimburse
the Executive for all reasonable expenses actually incurred or paid by the
Executive during the Term in the performance of the Executive's services under
this Agreement, subject to and in accordance with the Company's applicable
expense reimbursement and related policies and procedures as in effect from time
to time.
3.5 Vacation. During each year of the Term, the
Executive shall be entitled to a vacation period or periods in accordance with
the vacation policy of the Company as in effect from time to time, but not less
than four weeks.
3.6 Fringe Benefits.
(a) During the Term, the Executive shall be entitled
to participate in those qualified and non-qualified defined benefit, defined
contribution, group life insurance, medical, dental, disability and other
benefit plans and programs of the Company as from time to time in effect (or
their successors) generally made available to other executives of the
Executive's level and in such other plans and programs and in such perquisites
as may be generally made available to senior executives of the Company of the
Executive's level generally. Further, during the Term, the Executive will be
eligible (a) to participate in Revlon's Executive Financial Counseling and Tax
Preparation Program, as from time to time in effect, (b) to receive a car
allowance at the rate of $15,000 per annum, which is intended to cover lease,
insurance, operating and maintenance costs under the car allowance program as in
effect from time to time, and (c) to participate in a special rate for personal
training sessions at a strength and conditioning center located on 55th Street
here in NYC on a basis consistent with other executives at Executive's level.
(b) RCPC shall reimburse Executive for (1) two round
trips to New York City for Executive and his spouse for the purpose of securing
an apartment; (2) temporary living expenses for up to 60 days from the Effective
Date; (3) finders or brokers fee at customary rates if necessary to secure an
apartment in New York City; and (4) a lump sum payment equal to one month base
salary (less required withholdings) to reimburse Executive for relocation
expenses.
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4. Termination.
4.1 Death. If the Executive shall die during the
Term, the Term shall terminate and no further amounts or benefits shall be
payable hereunder, other than (i) for accrued, but unpaid, Base Salary as of
such date and (ii) pursuant to life insurance provided under Section 3.6(a).
4.2 Disability. If during the Term the Executive
shall become physically or mentally disabled, whether totally or partially, such
that the Executive is unable to perform the Executive's services hereunder for
(i) a period of six consecutive months or (ii) shorter periods aggregating six
months during any twelve month period, RCPC may at any time after the last day
of the six consecutive months of disability or the day on which the shorter
periods of disability shall have equaled an aggregate of six months, by written
notice to the Executive (but before the Executive has returned to active service
following such disability), terminate the Term and no further amounts or
benefits shall be payable hereunder.
4.3 Cause. RCPC may at any time by written notice to
the Executive terminate the Term for "Cause" and, upon such termination, the
Executive shall be entitled to receive no further amounts or benefits hereunder,
except for accrued, but unpaid, salary as of such date and as required by law.
As used herein the term "Cause" shall mean gross neglect by the Executive of the
Executive's duties hereunder, conviction of the Executive of any felony,
conviction of the Executive of any lesser crime or offense involving the
property of the Company or any of its affiliates, misconduct by the Executive in
connection with the performance of the Executive's duties hereunder or other
material breach by the Executive of this Agreement (specifically including,
without limitation, Section 1.4), any breach of the Revlon Code of Business
Conduct, or the Employee's Agreement as to Confidentiality and Non Competition,
or any other conduct on the part of the Executive which would make the
Executive's continued employment by the Company prejudicial in any material
respect to the best interests of the Company.
4.4 Company Breach; Other Termination. The Executive
shall be entitled to terminate the Term and the Executive's employment upon 60
days' prior written notice (if during such period RCPC fails to cure any such
breach) in the event that RCPC materially breaches any of its obligations
hereunder or that the Compensation Committee (or other appropriate Committee) of
the Board of Directors of Revlon, Inc. shall fail to fully implement the
recommendations of management regarding stock options pursuant to Section 3.3.
In addition, RCPC shall be entitled to terminate the Term and the Executive's
employment at any time and without prior notice (otherwise than pursuant to the
provisions of Section 4.2 or 4.3). In consideration of the Executive's covenant
in Section 5.2, upon termination under this Section 4.4 by the Executive, or in
the event RCPC so terminates the Term otherwise than pursuant to the provisions
of Section 4.2 or 4.3, RCPC agrees, and the Company's sole obligation arising
from such termination shall be (at the Executive's election by written notice
within 10 days after such termination), for RCPC either
(i) to make payments in lieu of Base Salary in the
amounts prescribed by Section 3.1, to pay the Executive the guaranteed portion,
if any, of any annual bonus contemplated by Section 3.2 and to continue the
Executive's participation in the medical, dental and group life insurance plans
of the Company in which the Executive was entitled to participate pursuant to
Section 3.6 (in each case less amounts required by law to be withheld) through
the later of June 9, 2005 or the date on which the Term would have expired
pursuant to Section 2.1, if RCPC had given notice of non-renewal on the date of
termination (such period shall be referred to as the "Severance Period"),
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provided that (1) such benefit continuation is subject to the terms of such
plans, (2) life insurance continuation is subject to a limit of two years, (3)
the Executive shall cease to be covered by medical and/or dental plans of the
Company at such time as the Executive becomes covered by like plans of another
company, (4) any bonus payments required pursuant to this Section 4.4(i) shall
be payable as and when bonuses would otherwise be payable to executives under
the Bonus Plan as then in effect, (5) the Executive shall, as a condition,
execute such release, confidentiality, non-competition and other covenants as
would be required in order for the Executive to receive payments and benefits
under the Executive Severance Policy referred to in clause (ii) below, and (6)
any cash compensation paid or payable or any non-cash compensation paid or
payable in lieu of cash compensation earned by the Executive from other
employment or consultancy during such period (but not including any pension or
retirement benefits payable by the Coca Cola Company or Coca Cola Amatil
Limited) shall reduce the payments provided for herein payable with respect to
such other employment or consultancy, or
(ii) to make the payments and provide the benefits
prescribed by the Executive Severance Policy of the Company as in effect from
time to time, upon the Executive's compliance with the terms and conditions
thereof, provided that the Severance Period for the Executive shall be 24
months.
Any compensation earned by the Executive from other employment or a consultancy
(but not including any pension or retirement benefits payable by the Coca Cola
Company or Coca Cola Amatil Limited) shall reduce the payments required pursuant
to clause (i) above or shall be governed by the terms of the Executive Severance
Policy in the case of clause (ii) above.
4.5 Litigation Expenses. If RCPC and the Executive
become involved in any action, suit or proceeding relating to the alleged breach
of this Agreement by RCPC or the Executive, or any dispute as to whether a
termination of the Executive's employment is with or without Cause, then if and
to the extent that a final judgment in such action, suit or proceeding is
rendered in favor of the Executive, RCPC shall reimburse the Executive for all
expenses (including reasonable attorneys' fees) incurred by the Executive in
connection with such action, suit or proceeding or the portion thereof
adjudicated in favor of the Executive.
4.6 No Mitigation. In no event shall the Executive be
obligated to seek other employment.
5. Protection of Confidential Information; Non-Competition.
5.1 The Executive acknowledges that the Executive's
services will be unique, that they will involve the development of
Company-subsidized relationships with key customers, suppliers, and service
providers as well as with key Company employees and that the Executive's work
for the Company will give the Executive access to highly confidential
information not available to the public or competitors, including trade secrets
and confidential marketing, sales, product development and other data and plans
which it would be impracticable for the Company to effectively protect and
preserve in the absence of this Section 5 and the disclosure or misappropriation
of which could materially adversely affect the Company. Accordingly, the
Executive agrees:
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5.1.1 except in the course of performing the
Executive's duties provided for in Section 1.1, not at any time, whether during
or after the Executive's employment with the Company, to divulge to any other
entity or person any confidential information acquired by the Executive
concerning the Company's or its affiliates' financial affairs or business
processes or methods or their research, development or marketing programs or
plans, any other of its or their trade secrets, any information regarding
personal matters of any directors, officers, employees or agents of the Company
or its affiliates or their respective family members, or any information
concerning the circumstances of the Executive's employment and any termination
of the Executive's employment with the Company or any information regarding
discussions related to any of the foregoing. The foregoing prohibitions shall
include, without limitation, directly or indirectly publishing (or causing,
participating in, assisting or providing any statement, opinion or information
in connection with the publication of) any diary, memoir, letter, story,
photograph, interview, article, essay, account or description (whether
fictionalized or not) concerning any of the foregoing, publication being deemed
to include any presentation or reproduction of any written, verbal or visual
material in any communication medium, including any book, magazine, newspaper,
theatrical production or movie, or television or radio programming or commercial
or over the internet. In the event that the Executive is requested or required
to make disclosure of information subject to this Section 5.1.1 under any court
order, subpoena or other judicial process, the Executive will promptly notify
RCPC, take all reasonable steps requested by RCPC to defend against the
compulsory disclosure and permit RCPC, at its expense, to control with counsel
of its choice any proceeding relating to the compulsory disclosure. The
Executive acknowledges that all information the disclosure of which is
prohibited by this section is of a confidential and proprietary character and of
great value to the Company.
5.1.2 to deliver promptly to the Company on
termination of the Executive's employment with the Company, or at any time that
RCPC may so request, all memoranda, notes, records, reports, manuals, drawings,
blueprints and other documents (and all copies thereof) relating to the
Company's business and all property associated therewith, which the Executive
may then possess or have under the Executive's control.
5.2 In consideration of RCPC's covenant in Section
4.4, the Executive agrees (i) in all respects fully to comply with the terms of
the Employee Agreement as to Confidentiality and Non-Competition referred to in
the Executive Severance Policy (the "Non-Competition Agreement"), whether or not
the Executive is a signatory thereof, with the same effect as if the same were
set forth herein in full, and (ii) in the event that the Executive shall
terminate the Executive's employment otherwise than as provided in Section 4.4,
the Executive shall comply with the restrictions set forth in paragraph 9(e) of
the Non-Competition Agreement through the date on which the Term would then
otherwise have expired pursuant to Section 2.1, subject only to the Company
continuing to make payments equal to the Executive's Base Salary during such
period, notwithstanding the limitation otherwise applicable under paragraph 9(d)
thereof or any other provision of the Non-Competition Agreement.
5.3 If the Executive commits a breach of any of the
provisions of Sections 5.1 or 5.2 hereof, RCPC shall have the following rights
and remedies:
5.3.1 the right and remedy to immediately terminate
all further payments and benefits provided for in this Agreement, except as may
otherwise be required by law in the case of qualified benefit plans,
5.3.2 the right and remedy to have the provisions of
this Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach will cause irreparable injury
to the Company and that money damages and disgorgement of profits will not
provide an adequate remedy to the Company, and, if the Executive attempts or
threatens to commit a breach of any of the provisions of Sections 5.1 or 5.2,
the right and remedy to be granted a preliminary and permanent injunction in any
court having equity jurisdiction against the Executive committing the attempted
or threatened breach (it being agreed that each of the rights and remedies
enumerated above shall be independent of the others and shall be severally
enforceable, and that all of such rights and remedies shall be in addition to,
and not in lieu of, any other rights and remedies available to RCPC under law or
in equity), and
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5.3.3 the right and remedy to require the Executive
to account for and pay over to the Company all compensation, profits, monies,
accruals, increments or other benefits (collectively "Benefits") derived or
received by the Executive as the result of any transactions constituting a
breach of any of the provisions of Sections 5.1 or 5.2 hereof, and the Executive
hereby agrees to account for and pay over such Benefits as directed by RCPC.
5.4 If any of the covenants contained in Sections
5.1, 5.2 or 5.3, or any part thereof, hereafter are construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect, without regard to the invalid
portions.
5.5 If any of the covenants contained in Sections 5.1
or 5.2, or any part thereof, are held to be unenforceable because of the
duration of such provision or the area covered thereby, the parties agree that
the court making such determination shall have the power to reduce the duration
and/or area of such provision so as to be enforceable to the maximum extent
permitted by applicable law and, in its reduced form, said provision shall then
be enforceable.
5.6 The parties hereto intend to and hereby confer
jurisdiction to enforce the covenants contained in Sections 5.1, 5.2 and 5.3
upon the courts of any state or country within the geographical scope of such
covenants. In the event that the courts of any one or more of such states or
country shall hold such covenants wholly unenforceable by reason of the breadth
of such covenants or otherwise, it is the intention of the parties hereto that
such determination not bar or in any way affect RCPC's right to the relief
provided above in the courts of any other states or country within the
geographical scope of such covenants as to breaches of such covenants in such
other respective jurisdictions, the above covenants as they relate to each state
being for this purpose severable into diverse and independent covenants.
5.7 Any termination of the Term or the Executive's
employment shall have no effect on the continuing operation of this Section 5.
6. Inventions and Patents.
6.1 The Executive agrees that all processes,
technologies and inventions (collectively, "Inventions"), including new
contributions, improvements, ideas and discoveries, whether patentable or not,
conceived, developed, invented or made by him during the Term shall belong to
the Company, provided that such Inventions grew out of the Executive's work with
the Company or any of its subsidiaries or affiliates, are related in any manner
to the business (commercial or experimental) of the Company or any of its
subsidiaries or affiliates or are conceived or made on the Company's time or
with the use of the Company's facilities or materials. The Executive shall
further: (a) promptly disclose such Inventions to the Company; (b) assign to the
Company, without additional compensation, all patent and other rights to such
Inventions for the United States and foreign countries; (c) sign all papers
necessary to carry out the foregoing; and (d) give testimony in support of the
Executive's inventorship.
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6.2 If any Invention is described in a patent
application or is disclosed to third parties, directly or indirectly, by the
Executive within two years after the termination of the Executive's employment
with the Company, it is to be presumed that the Invention was conceived or made
during the Term.
6.3 The Executive agrees that the Executive will not
assert any rights to any Invention as having been made or acquired by the
Executive prior to the date of this Agreement, except for Inventions, if any,
disclosed to the Company in writing prior to the date hereof.
7. Intellectual Property.
Notwithstanding and without limitation of Section 6, the
Company shall be the sole owner of all the products and proceeds of the
Executive's services hereunder, including, but not limited to, all materials,
ideas, concepts, formats, suggestions, developments, arrangements, packages,
programs and other intellectual properties that the Executive may acquire,
obtain, develop or create in connection with or during the Term, free and clear
of any claims by the Executive (or anyone claiming under the Executive) of any
kind or character whatsoever (other than the Executive's right to receive
payments hereunder). The Executive shall, at the request of RCPC, execute such
assignments, certificates or other instruments as RCPC may from time to time
deem necessary or desirable to evidence, establish, maintain, perfect, protect,
enforce or defend its right, title or interest in or to any such properties.
8. Revlon Code of Business Conduct.
In consideration of the Company's execution of this Agreement,
you agree in all respects to fully comply with the terms of the Revlon Code of
Business Conduct, annexed at Schedule C, whether or not you are a signatory
thereof, with the same effect as if the same were set forth herein in full.
9. Indemnification.
Subject to the terms, conditions and limitations of its by
laws and applicable Delaware law, RCPC will defend and indemnify the Executive
against all costs, charges and expenses incurred or sustained by the Executive
in connection with any action, suit or proceeding to which the Executive may be
made a party, brought by any shareholder of the Company directly or derivatively
or by any third party by reason of any act or omission of the Executive as an
officer, director or employee of the Company or of any subsidiary or affiliate
of the Company.
10. Notices.
All notices, requests, consents and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, sent by overnight
courier or mailed first class, postage prepaid, by registered or certified mail
(notices mailed shall be deemed to have been given on the date mailed) provided
that all notices to the Company shall be sent simultaneously by fax and email,
as follows (or to such other address as either party shall designate by notice
in writing to the other in accordance herewith):
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If to the Company, to:
Revlon Consumer Products Corporation
625 Madison Avenue
New York, New York 10022
Attention: Robert K. Kretzman, Senior Vice President and General Counsel
Fax: 212-527-5693
Email: robert.kretzman@revlon.com
If to the Executive, to the Executive's principal residence as
reflected in the records of the Company.
11. General.
11.1 This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to agreements made between residents thereof and to be performed
entirely in New York.
11.2 The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
11.3 This Agreement sets forth the entire agreement
and understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof including any offer letter or term
sheets. No representation, promise or inducement has been made by either party
that is not embodied in this Agreement, and neither party shall be bound by or
liable for any alleged representation, promise or inducement not so set forth.
11.4 This Agreement, and the Executive's rights and
obligations hereunder, may not be assigned by the Executive, nor may the
Executive pledge, encumber or anticipate any payments or benefits due hereunder,
by operation of law or otherwise. RCPC may assign its rights, together with its
obligations, hereunder (i) to any affiliate or (ii) to a third party in
connection with any sale, transfer or other disposition of all or substantially
all of any business to which the Executive's services are then principally
devoted, provided that no assignment pursuant to clause (ii) shall relieve RCPC
from its obligations hereunder to the extent the same are not timely discharged
by such assignee.
11.5 This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants hereof may
be waived, only by a written instrument executed by both of the parties hereto,
or in the case of a waiver, by the party waiving compliance. The failure of
either party at any time or times to require performance of any provision hereof
shall in no manner affect the right at a later time to enforce the same. No
waiver by either party of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in
this Agreement.
11.6 This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
14
12. Subsidiaries and Affiliates. As used herein, the
term "subsidiary" shall mean any corporation or other business entity controlled
directly or indirectly by the corporation or other business entity in question,
and the term "affiliate" shall mean and include any corporation or other
business entity directly or indirectly controlling, controlled by or under
common control with the corporation or other business entity in question.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Herbert J. Vallier
----------------------
Name: Herbert J. Vallier
Title: Executive Vice President, Human Resources
/s/David L. Kennedy
-------------------
David Kennedy
#181249
15
Exhibit 99.2
Revlon Announces Upcoming Rotation of Responsibilities by Two Executives
NEW YORK--(BUSINESS WIRE)--Jan. 18, 2006--Revlon Inc. (NYSE: REV)
announced today that Thomas McGuire, the company's Chief Financial
Officer and Executive Vice President and David Kennedy, President of
International and Executive Vice President, will rotate their
positions and responsibilities, giving the company the benefit of the
varied and valuable experiences and perspectives of two of its most
senior executives in these new roles.
Jack Stahl, President and Chief Executive Officer, said, "This is
a very positive step for Revlon. Tom McGuire and David Kennedy both
came to Revlon with terrific credentials and have contributed
enormously to the company's progress over the past three years. Under
Tom's leadership, our financial strength and flexibility have been
significantly enhanced through successful implementation of our
comprehensive Sarbanes-Oxley compliance, including enhanced internal
controls, as well as our debt-for-equity exchange and debt
refinancings. David has successfully strengthened our international
management team, reporting structures and controls and developed and
implemented strategies that have restored growth to this key segment
of our business. At the same time, Tom has strong overseas experience
and David has a very solid background in finance. By rotating their
roles and responsibilities, Revlon will gain from an exchange of
ideas, experiences and skills by two of our most successful executives
and a continued close working relationship between them."
The rotation of responsibilities will be effective in March 2006
after the company files its Form 10-K for 2005. Mr. McGuire and Mr.
Kennedy will work together during the first quarter of 2006 to ensure
a smooth transition.
Mr. McGuire joined Revlon in 2003. Prior to that, he had been
based overseas for more than seven years of his career in a variety of
key financial and operational positions. At one point, Mr. McGuire
served as Marketing Division Vice President of The Coca-Cola Company.
Previously, during his 18-year career at Coca-Cola, he held senior
leadership roles abroad, in both Germany and Latin America.
Mr. Kennedy joined Revlon in 2002. His 33-year business career
includes 20 years in senior finance and accounting positions. From
1998 to 2001, he was Managing Director of Coca-Cola Amatil Ltd., a
publicly-held company based in Sydney, Australia. Prior to 1998, Mr.
Kennedy held several senior management and senior financial positions
with The Coca-Cola Company and its divisions and affiliated companies,
which he joined in 1980. These included serving as General Manager of
The Coca-Cola Fountain Division from 1992 to 1997 and in various key
financial positions from 1983 to 1987 for Columbia Pictures
Industries, Inc., then a wholly-owned subsidiary of The Coca-Cola
Company, including as Corporate Controller and Senior Vice President
of Finance, where he was responsible for financial reporting and
internal controls. A certified public accountant, Mr. Kennedy spent
the first eight years of his career at Ernst & Young as an Audit
Manager.
"Our international business has benefited greatly from David's
leadership and I believe that the business will continue to offer
significant growth potential as we move forward under Tom's
leadership. Both Tom and David are excited by their new roles and this
allows us to capitalize on their current experience at Revlon, as well
as their previous experience, in these critical and strategic
functions," concluded Mr. Stahl.
About Revlon
Revlon is a worldwide cosmetics, skin care, fragrance, and
personal care products company. The Company's vision is to deliver the
promise of beauty through creating and developing the most consumer
preferred brands. Websites featuring current product and promotional
information can be reached at www.revlon.com, www.almay.com,
www.vitalradiance.com and www.mitchumman.com. Corporate and investor
relations information can be accessed at www.revloninc.com. The
Company's brands include Revlon(R), Almay(R), Vital Radiance(R),
Ultima(R), Charlie(R), Flex(R) and Mitchum(R).
CONTACT: for Revlon Inc.
Investor Relations:
Maria A. Sceppaguercio, 212-527-5230
or
Media:
Catherine Fisher, 212-527-5727