EXHIBIT 10.8
REVLON EXECUTIVE BONUS PLAN
Amended and Restated as of June 18, 2001
REVLON
EXECUTIVE BONUS PLAN
I. OBJECTIVES
This Executive Bonus Plan (the "Plan") for Revlon Consumer Products
Corporation ("Revlon") and its participating affiliates (collectively,
the "Company") is intended to provide an annual cash incentive program
which will:
o reinforce the Company's Strategic Principles and goals and
each eligible individual's role in achieving them;
o attract, retain, and motivate the executive human resources
necessary to operate the Company;
o encourage improved profitability, return on investment, and
growth of the Company;
o enhance the major values of the Company - innovation, quality,
growth, teamwork, and satisfied customers and consumers;
o reflect the Company's commitment to pay for performance; and
o in the case of Covered Employees as defined in Treasury
Regulation 1.162-27(c)(2) (or successors thereto), be directly
related to the performance results of the Company and
contingent upon the achievement of certain corporate goals,
for any Plan Year (as defined herein) that the Plan is
intended to meet the provisions of Internal Revenue Code
Section 162(m) and the regulations thereunder as may be in
effect from time to time, and any amendments, revisions or
successor provisions and any changes thereto (collectively
"Section 162(m)").
II. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of Revlon from among its members or
a subcommittee of such committee and shall be comprised, unless
otherwise determined by the Board of Directors, of not less than two
members who shall be "outside directors" within the meaning of Treasury
Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code").
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The Committee shall have all the powers vested in it by the terms of
this Plan, such powers to include authority (within the limitations
described herein) to assign Participation Levels (described more fully
in Section IV), to determine Business Objectives and Personal
Performance Objectives (described more fully in Section V), to
determine whether such Objectives have been met, to determine whether
an award will be paid out as described in Section VI or deferred, and
to determine whether an award should be reduced or eliminated.
The Committee shall have full power and authority to construe,
administer and interpret the Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the
Plan and for the conduct of its business as the Committee deems
necessary or advisable. The Committee may at any time amend, modify,
suspend or terminate such rules, regulations, agreements, guidelines or
instruments. The Committee's interpretations of the Plan, and all
actions taken and determinations made by the Committee pursuant to the
powers vested in it hereunder shall be conclusive and binding on all
parties concerned, including the Company, Revlon stockholders and any
participant under the Plan.
Except as with respect to a Covered Employee for a Plan Year in which
the Plan is intended to comply with Section 162(m), the Committee may
delegate all or a portion of its powers and authority under the Plan to
an administrator (the "Administrator"), consisting of such officer(s)
or other employee(s) of the Company as the Committee shall determine.
Plan Year shall mean a calendar year, or such other period as may be
determined from time to time by the Committee or the Administrator.
III. ELIGIBILITY
(1) Executives whose positions are classified in salary grades 9 and
above of the Company's exempt salary program (or the equivalent of such
grades), (2) general managers and above and other key executives of the
Company's operations outside the United States; and (3) such other
employees as the Committee or Administrator may determine as eligible
from time to time, are eligible for participation in the Plan. No
eligible executive may be a participant in the Plan unless he or she
shall have signed and shall be in full compliance with Revlon's
Employee Agreement as to Confidentiality and Non-Competition and
Revlon's Code of Business Conduct (as the same may be amended from time
to time by the Company).
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IV. PARTICIPATION LEVELS/TARGET AWARDS
All participants will be assigned a Participation Level which will
determine their Target Award. The Target Award is the Bonus Award,
expressed as a percent of base salary or as a specific dollar award.
Target Awards shall be payable provided that certain Objectives
established in the sole and absolute discretion of the Committee and/or
the Administrator, whichever is applicable, pursuant to Plan sections
VI A and B are met. Base salary earned during the Plan Year will be
used in calculating Bonus Awards under the Plan which are based upon a
percent of base salary
The maximum award payable with respect to any Plan Year to any
individual participant is 200% of the Target Award, not to exceed the
lesser of 100% of base salary earnings or $2,000,000.
Participation Levels shall be established by the Committee or the
Administrator and shall generally be based on an individual's grade
level, reporting level, and the impact the position has on the
organization's results.
V. BUSINESS AND PERSONAL PERFORMANCE OBJECTIVES
For each Plan Year that the Plan is intended to meet the requirements
of Section 162(m) the annual Objectives for Covered Employees shall be
determined by the Committee in writing, by resolution of the Committee
or other appropriate action, not later than 90 days after commencement
of such Plan Year or such later date as may be permissible under
162(m).
For each Plan Year, Objectives for non-Covered Employees shall be
determined by the Committee or the Administrator. The Committee may
delegate to the Administrator the authority to determine the Objectives
for Covered Employees for any Plan Year in which the Plan is not
intended to comply with Section 162(m). Any such Objectives determined
under this paragraph shall be determined in writing within 90 days of
the beginning of a Plan Year or as soon as practicable thereafter.
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Each Objective determined under this Plan Section V shall state, in
terms of a formula or standard, the method for computing the amount of
compensation payable to the applicable participant if such Objective is
obtained which may be based upon achievement of Business Objectives and
Personal Performance Factors; provided, however, that if an individual
becomes eligible to participate during a Plan Year and after the
Objectives for the Plan Year are determined, that individual's
Objectives may be determined by the Committee or Administrator,
whichever is applicable, in writing, either by resolution of the
Committee or by action of the Administrator. The Committee or
Administrator, whichever is applicable, shall determine the portion of
the Target Award assigned to Business Objectives and Personal
Objectives, subject to the last paragraph of Plan Section V B relating
to Covered Employees.
A. BUSINESS OBJECTIVES
The Business Objectives to which a Bonus Award relates ("Business
Objectives") may be based on one or more of the following
business performance factors or such other factors as may be
determined by the Committee or the Administrator, whichever is
applicable, as they apply to the Company or a business unit of
Revlon and/or an Affiliate(s): stock price; fair market value;
book value; market share; earnings per share; cash flow; return
on equity, assets, capital or investment; net income; operating
profit or income; operating income before restructuring charges,
plus depreciation and amortization other than relating to early
extinguishment of debt and debt issuance costs; net sales growth;
expense targets; working capital targets including, without
limitation, those relating to inventory and/or accounts
receivable; operating margin; productivity improvement; cost or
expenses; planning accuracy (as measured by comparing planned
results to actual results); customer satisfaction based on market
share or other relevant factors; and implementation or completion
of critical projects or processes including, without limitation,
growth in consumption of the Company's products, new product
development, asset dispositions, reduction in Sales, General and
Administrative expenses, insuring Company products are in stock
at retail or plant consolidations.
In the Committee's or the Administrator's discretion, whichever
is applicable, Business Objectives (other than with respect to
Covered Employees for any Plan Year in which the Plan is intended
to comply with Section 162(m)) may be developed by each
Department Head and approved by the Chief Financial Officer of
Revlon and the President and CEO of Revlon, subject to final
review and approval by the Committee or the Administrator,
whichever is applicable.
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Once established, the Committee may not have discretion to
increase the amount payable under such Award with respect to any
Covered Employee for any Plan Year in which it is intended that
the Plan comply with Section 162(m), provided, however, that
whether or not a Bonus Award is intended to constitute qualified
performance based compensation within the meaning of Code section
162(m), the Committee may make appropriate adjustments in
Business Objectives to reflect the impact of extraordinary items
not reflected in such Objectives. For purposes of the Plan,
extraordinary items shall include (1) any profit or loss
attributable to acquisitions or dispositions of stock or assets,
(2) any changes in accounting standards that may be required or
permitted by the Financial Accounting Standards Board or adopted
by the Company after the goal is established, (3) all items of
gain, loss or expense for the year related to restructuring
activities, (4) all items of gain, loss or expense for the year
determined to be extraordinary or unusual in nature or infrequent
in occurrence or related to the disposal of a segment of a
business, all determined in accordance with standards established
by any applicable Opinion of the Accounting Principles Board, (5)
all items of gain, loss or expense for the year related to
discontinued operations that do not qualify as a segment of a
business as defined in any applicable Opinion of the Accounting
Principles Board, (5) all items of gain, loss or expense for the
year related to discontinued operations that do not qualify as as
segment of a business as defined in any applicable Opinion of the
Accounting Principles Board, and (6) such other items as may be
prescribed by Code Section 162(m) and the Treasury Regulations
thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions and any changes
thereto. Notwithstanding the attainment by the Covered Employee
of the applicable Business Objective(s), the Committee has the
discretion to reduce, prior to certification of such
Objective(s), some or all of the Section 162(m) Bonus Award that
otherwise would be paid for any Plan Year in which it is intended
that the Plan comply with Section 162(m).
Bonus Awards shall specify the Business Objectives to be
achieved, a minimum acceptable level of achievement below which
no payment or award will be made, and at the discretion of the
Committee or Administrator, whichever is applicable, a formula,
method or standard for determining the amount of any payment or
award to be made if performance is at or above the minimum
acceptable level but falls short of full achievement of the
Business Objectives. The Committee or the Administrator may make
discretionary awards even if Business Objectives are not
achieved, but not as to Covered Employees for any Plan Year in
which the Plan is intended to comply with Section 162(m).
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B. PERSONAL PERFORMANCE OBJECTIVES
Subject to the last paragraph of this subsection B, a portion of
the Bonus Award may be based on Personal Performance Objectives
which are specific to each individual and can be based upon,
among other things, contribution to specific projects and/or
overall performance as measured under the Company's performance
evaluation process as in effect from time to time. Each Personal
Performance Objective for a Plan Year will be established with
appropriate standards of performance. The portion of the Bonus
Award based on Personal Performance Objectives and the criteria
therefor shall be established by the Committee or Administrator,
whichever is applicable.
In the Committee's or Administrator's discretion, whichever is
applicable, Personal Performance Objectives may be developed by
each participant's Department Head, approved by the Senior Vice
President Human Resources and reviewed with the participant
(other than with respect to Covered Employees for a Plan Year in
which the Plan is intended to comply with Section 162(m)).
In no event shall any portion of a Section 162(m) Bonus Award
made to a Covered Employee be determined based upon Personal
Performance Objectives under this subsection B for a Plan Year in
which the Plan is intended to comply with Section 162(m).
VI. ACTUAL BONUS AWARDS
Actual Bonus Awards will be determined for each participant based on
the degree to which the participant's Business Objectives and Personal
Performance Objectives (if applicable) are achieved.
A. BUSINESS OBJECTIVES
Bonuses earned under this portion of the Plan will be based on
achievement against each Business Objective's target in
accordance with its assigned weight.
B. PERSONAL PERFORMANCE OBJECTIVES
Bonuses earned under this portion of the Plan will be based on
each participant's performance against Personal Performance
Objectives in accordance with their assigned weight.
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VII. SECTION 162(M) BONUS AWARDS
The Committee may designate any particular Bonus Award as being a
"Section 162(m) Bonus Award"; provided that any Bonus Award so
designated will be subject to the following requirements,
notwithstanding any other provision of the Plan to the contrary:
1. No Section 162(m) Bonus Award may be paid unless and until the
stockholders of the Company have approved the Plan in a manner which complies
with the stockholder approval requirements of Section 162(m) of the Code.
2. A Section 162(m) Bonus Award may be made by a minimum of two members
of the Committee, each of whom must be an "outside director" (within the meaning
of Section 162(m) of the Code).
3. The performance goals to which a Section 162(m) Bonus Award is
subject must be based on Business Objectives in accordance with plan section
V.A. Such Business Objectives, and the Bonus Award payable on attainment
thereof, must be established by the Committee within the time limits required in
order for the Section 162(m) Bonus Award to qualify for the performance-based
compensation exception to Section 162(m) of the Code.
4. No Section 162(m) Bonus Award may be paid until the Committee has
certified the appropriate level of attainment of the applicable Business
Objectives.
5. The maximum amount of a Section 162(m) Bonus Award is $2,000,000.
IX. MISCELLANEOUS
If a participant has a change of assignment or transfer during a Plan
year, the Committee or the Administrator may determine that the
participant's Bonus Award be calculated for each position on a
pro-rated basis. Similarly, the Committee or the Administrator may
determine that an employee who is newly hired and who meets the
eligibility requirements set forth in Plan Section III or who becomes
eligible to join the Plan after the start of the Plan Year shall be
eligible for a pro-rated Bonus Award based on the percentage of the
Plan Year actually worked while a participant.
It is intended that Bonus Awards be distributed on or about March 31
following the applicable Plan Year but in no event shall Bonus Awards
be distributed later than April 30 following the applicable Plan Year.
Bonus Awards will not be paid
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to a participant who does not remain actively employed by the Company
through the date Bonus Awards are distributed except that the
Administrator may (but shall have no obligation) in its sole discretion
determine to make a Bonus Award, (including a pro-rated award) under
appropriate circumstances including, without limitation, in the case
of:
(a) a participant whose employment terminates due to death, disability, or
retirement at any time after the start of a Plan Year, or
(b) a participant whose employment is terminated by the Company otherwise than
for "good reason" (as defined in the Revlon Executive Severance Policy) or other
like cause at any time after June 30 of a Plan Year.
The Plan shall be unfunded. The Company shall not be required to
establish any special segregation of assets to assure the payment of
Bonus Awards.
The Plan is not intended to be subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
No Bonus Award shall be payable to any participant who at the time for
payment of such award is in breach of any applicable employment
agreement, or who has failed to execute and remain in compliance with
Revlon's Employee Agreement as to Confidentiality and Non-Competition
or Revlon's Code of Business Conduct (as any of the same may be amended
from time to time).
The Company shall have the right to deduct from Bonus Awards paid any
taxes or other amounts required by law to be withheld.
Participation in the Plan shall not confer upon any participant any
rights to continue in the employ of the Company, limit in any way a
participant's right or the right of the Company to terminate a
participant's employment at any time, or confer upon any participant
any claim to receive a Bonus Award other than as provided in the Plan,
and no participant's rights under the Plan may be assigned, attached,
pledged or alienated by operation of law or otherwise.
The Committee reserves the right to revise or terminate the Plan at any
time during or after a Plan performance period. The Administrator, at
its discretion, may also make exceptions to this Plan, other than in
the case of Covered Employees for a Plan Year in which the plan is
intended to comply with Section 162(m).
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