STOCK COMPENSATION PLAN

Revlon 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 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. As of December 31, 2016, there were approximately 4.0 million shares remaining available under the Stock Plan for grant as stock options, stock appreciation rights, restricted or unrestricted stock and/or restricted stock units. 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, 2016, 2015 and 2014, there were no options exercisable under the Stock Plan.

There was no stock option activity for 2016 and 2015. A summary of stock option activity for 2014 is presented below:



	Stock Options (000's)		Weighted Average Exercise Price Per Share
Outstanding at January 1, 2014	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 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. The Company granted 32,082 and 93,458 shares of restricted stock to certain executives in February 2016 and November 2016, respectively, which vest over a 4-year and 3-year period, respectively, with the first tranche vesting in March 2016 and October 2017, respectively. The Company granted 75,551 and 145,084 shares of restricted stock to certain executives in February 2015 and December 2015, respectively, which vest over a 5-year and 4-year period, respectively, with the first tranche of such grants having vested in March 2016. In 2014, the Company granted 693,378 shares of restricted stock to certain executives that vest over a 5-year period, which vesting commenced in March 2015.

Pursuant to the Company’s employment agreement with Mr. Fabian Garcia, the Company’s President and Chief Executive Officer, on April 15, 2017 (the “Garcia Grant Date”), Revlon will grant to Mr. Garcia 270,489 restricted shares of Revlon Class A Common Stock (the "Garcia Restricted Stock Grant"), being the number of shares equal to $10 million divided by the $36.97 NYSE closing price of Revlon Class A Common Stock on the April 15, 2016 commencement date of his employment (the “Garcia Effective Date”). One-fifth of the Garcia Restricted Stock Grant vests on the Garcia Grant Date, with the remaining four-fifths vesting ratably on each of the first 4 anniversaries of the Garcia Grant Date, so long as Mr. Garcia remains employed with the Company on each applicable vesting date, subject to certain earlier vesting provisions. In lieu of making the Garcia Restricted Stock Grant, Revlon’s Board of Directors may, at its election based on the occurrence of certain events impacting the price of Revlon's Class A Common Stock, choose to pay Mr. Garcia $3 million on each of the first 5 anniversaries of the Garcia Effective Date (the "Deferred Cash Award"), so long as Mr. Garcia remains employed with the Company on each applicable payment date, subject to certain earlier payment or vesting provisions.

Pursuant to the Company’s employment agreement with Mr. Juan Figuereo, the Company’s Chief Financial Officer, on April 12, 2017 (the “Figuereo Grant Date”), Revlon will grant to Mr. Juan Figuereo 102,880 restricted shares of Revlon Class A Common Stock (the “Figuereo Restricted Stock Grant”), being the number of shares equal to $3,750,000 divided by the $36.45 NYSE closing price of Revlon Class A Common Stock on the April 12, 2016 commencement date of his employment (the “Figuereo Effective Date”). One-fifth of the Figuereo Restricted Stock Grant vests on the Figuereo Grant Date, with the remaining four-fifths vesting ratably on each of the first 4 anniversaries of the Figuereo Grant Date so long as Mr. Figuereo remains employed with the Company on each applicable vesting date, subject to certain earlier vesting provisions. In lieu of making the Figuereo Restricted Stock Grant, Revlon’s Board of Directors may, at its election based on the occurrence of certain events impacting the price of Revlon’s Class A Common Stock, choose to pay Mr. Figuereo $1,125,000 on each of the first 5 anniversaries of the Garcia Effective Date, so long as Mr. Figuereo remains employed with the Company on each applicable payment date, subject to certain earlier payment or vesting provisions.

A summary of the restricted stock and restricted stock unit activity for each of 2016, 2015 and 2014 is presented in the following table:



	Restricted Stock (000's)		Weighted Average Grant Date Fair Value Per Share
Outstanding at January 1, 2014	120.0		$	24.80
Granted	693.4		31.01
Vested^(a)	(40.0	)	24.80
Outstanding at December 31, 2014	773.4		30.37
Granted	220.6		29.46
Vested^(a)	(171.7	)	29.09
Forfeited	(57.5	)	30.44
Outstanding at December 31, 2015	764.8		30.39
Granted	125.5		31.86
Vested^(a)	(221.7	)	29.51
Forfeited	(257.6	)	31.05
Outstanding at December 31, 2016^(b)	411.0		30.78


^(a)	Of the amounts vested during 2016, 2015 and 2014, 92,092, 82,740 and 22,328 shares, respectively, were withheld by the Company to satisfy certain grantees’ minimum withholding tax requirements, which withheld shares became Revlon treasury stock and are not sold on the open market. (See discussion under "Treasury Stock" in Note 18, "Stockholders' Deficiency").


^(b)	Excludes the Garcia Restricted Stock Grant and the Figuereo Restricted Stock Grant provided for under their respective employment agreements, as such grants would only be made in April 2017 if the circumstances triggering the alternative cash payments have not occurred.

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 $6.4 million, 5.1 million and $5.5 million during 2016, 2015 and 2014, respectively. The total fair value of restricted stock and restricted stock units that vested during 2016 and 2015 was $6.5 million and $5.0 million, respectively. The deferred stock-based compensation related to restricted stock awards was $21.8 million at December 31, 2016 and will be amortized ratably to compensation expense over a weighted average remaining vesting period of 3.0 years.