STOCK COMPENSATION PLAN

Revlon, Inc. maintains the Fourth Amended and Restated Revlon, Inc. Stock Plan (the "Stock Plan"), which provides for awards of stock options, stock appreciation rights, restricted or unrestricted stock and restricted stock units to eligible employees and directors of Revlon, Inc. and its affiliates, including Products Corporation. An aggregate of 6,565,000 shares are reserved for issuance as Awards under the Stock Plan, subject to the adjustment provisions of the Stock Plan. In July 2014, the Stock Plan was amended to renew the Stock Plan for a 7-year renewal term expiring on April 14, 2021.

Stock options:

Non-qualified stock options granted under the Stock Plan are granted at prices that equal or exceed the fair market value of Class A Common Stock on the grant date and have a term of 7 years. Option grants generally vest over service periods that range from 1 year to 4 years.

At December 31, 2014 there were no options exercisable under the Stock Plan, and 800 and 8,105 stock options exercisable at December 31, 2013 and 2012, respectively.

A summary of stock option activity for each of 2014, 2013 and 2012 is presented below:



	Stock Options (000's)		Weighted Average Exercise Price
Outstanding at January 1, 2012	264.5		$	31.02
Forfeited and expired	(256.4	)	31.06
Outstanding at December 31, 2012	8.1		29.91
Forfeited and expired	(7.3	)	30.17
Outstanding at December 31, 2013	0.8		27.50
Forfeited and expired	(0.8	)	27.50
Outstanding at December 31, 2014	—		—

Restricted stock awards and restricted stock units:

The Stock Plan allows for awards of restricted stock and restricted stock units to employees and directors of Revlon, Inc. and its affiliates, including Products Corporation. The restricted stock awards granted under the Stock Plan vest over service periods that generally range from 3 years to 5 years. In 2014, the Company granted 693,378 shares of restricted stock to certain executives which vest over a 5-year period. In October 2013, the Company granted 120,000 shares of restricted common stock with a 3-year vesting period to an executive who ceased employment with the Company during 2014, with the final 80,000 shares vesting in equal installments in October 2015 and October 2016. There have not been any other restricted stock awards granted since 2009.

A summary of the restricted stock and restricted stock unit activity for each of 2014, 2013 and 2012 is presented below:



	Restricted Stock (000's)		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2012	257.4		$	7.04
Vested^(a)	(257.4	)	7.04
Outstanding at December 31, 2012	—		—
Granted	120.0		24.80
Outstanding at December 31, 2013	120.0		24.80
Granted	693.4		31.01
Vested^(a)	(40.0	)	24.80
Outstanding at December 31, 2014	773.4		30.37


^(a)	Of the amounts vested during 2014 and 2012, 22,328 and 83,582 shares, respectively, were withheld by the Company to satisfy certain grantees’ minimum withholding tax requirements, which withheld shares became Revlon, Inc. treasury stock and are not sold on the open market. (See discussion under “Treasury Stock” in Note 18, “Stockholders’ Deficiency”).

The Company recognizes non-cash compensation expense related to restricted stock awards and restricted stock units under the Stock Plan using the straight-line method over the remaining service period. The Company recorded compensation expense related to restricted stock awards under the Stock Plan of $5.5 million, $0.2 million and $0.3 million during 2014, 2013 and 2012, respectively. The total fair value of restricted stock and restricted stock units that vested during 2014 and 2013 was $1.0 million and nil, respectively. The deferred stock-based compensation related to restricted stock awards was $18.8 million at December 31, 2014 and will be amortized ratably to compensation expense over the remaining vesting period of 4.3 years.