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 ("RSUs") to eligible employees and directors of Revlon and its affiliates, including Products Corporation. An aggregate of 6,565,000 shares were reserved for issuance as Awards under the Stock Plan, of which there remained approximately 2.6 million shares available for grant as of December 31, 2018. 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, if granted, 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, 2018 and 2017, there were no options exercisable under the Stock Plan and there was no stock option activity for 2018 and 2017.

Restricted stock awards and restricted stock units:

A summary of the restricted stock and RSU activity for each of 2018 and 2017 is presented in the following table:



	Restricted Stock (000's)		Weighted Average Grant Date Fair Value Per Share
Outstanding at January 1, 2017	411.0		$	30.78
Granted	853.1		30.94
Vested^(b)	(216.0	)	32.63
Forfeited	(253.1	)	32.60
Outstanding at December 31, 2017	795.0		29.87
Granted^(a)	1,303.9		19.39
Vested^(b)	(388.7	)	33.04
Forfeited^(a)	(303.5	)	25.08
Outstanding at December 31, 2018	1,406.7		20.32


^(a)	The 2018 grants include 69,767 restricted stock awards and 1,234,116 RSUs, the latter granted pursuant to the Long-Term Incentive Program under the Stock Plan, as discussed below. 2018 forfeited shares include 251,495 restricted stock awards and 52,022 RSUs.


^(b)	Of the amounts that vested during 2018 and 2017, 167,297 and 89,620 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 17, "Stockholders' Deficiency").

The Company recognizes non-cash compensation expense related to restricted stock awards and RSUs under the Stock Plan using the straight-line method over the remaining service period. The Company recorded compensation expense under the Stock Plan of $17.2 million and $6.8 million during 2018 and 2017, respectively. The 2018 total compensation expense consisted of $9.8 million related to restricted stock awards and $7.4 million related to the Long-Term Incentive Program discussed below. The total fair value of restricted stock and RSUs that vested during 2018 and 2017 was $12.8 million and $7 million, respectively. The deferred stock-based compensation balance related to restricted stock awards was $19.9 million at December 31, 2018. Of this balance, $4.5 million related to restricted stock awards and $15.4 million related to RSUs granted under the Long-Term Incentive Program, and they will be amortized ratably to compensation expense over a weighted-average remaining vesting period of 2.09 years.

The Stock Plan allows for awards of restricted stock and RSUs 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 2 years to 5 years. The Company granted 69,767 shares of restricted stock to certain executives during 2018, which vest ratably over a 3-year period, with the first tranche of such grants scheduled to vest in March 2019. The Company granted 853,111 shares of restricted stock to certain executives during 2017, which vest over a range of 2 years to 5 years, with the first tranche of such grants having vested in April 2017.

Pursuant to the Company’s amended and restated employment agreement (the “2018 CEO Employment Agreement”), dated November 16, 2018, with Debra Perelman, the Company’s President and Chief Executive Officer, on November 16, 2018 the Company granted Ms. Perelman: (i) 73,986 time-based RSUs as part of the 2018 LTIP program under the Stock Plan, one-third of which are scheduled to vest on each of March 15, 2019, March 15, 2020 and March 15, 2021 and will be settled as soon as practicable thereafter; and (ii) 73,986 performance-based RSUs that are scheduled to cliff-vest at the completion of the 3-year performance period. Each RSU represents a contingent right to receive one share of Class A Common Stock or, at the Company’s election, the cash value thereof as of the dates that the RSUs are settled.

Pursuant to the Company’s employment agreement (the “CFO Employment Agreement”), dated March 12, 2018, with Victoria Dolan, the Company’s Chief Financial Officer, on November 8, 2018 the Company granted Ms. Dolan: (i) 12,690 time-based RSUs as part of the 2018 LTIP program under the Stock Plan, one-third of which are scheduled to vest on each of March 15, 2019, March 15, 2020 and March 15, 2021 and will be settled as soon as practicable thereafter; and (ii) 12,690 performance-based RSUs that are scheduled to cliff-vest at the completion of the 3-year performance period. Each RSU represents a contingent right to receive one share of Class A Common Stock or, at the Company’s election, the cash value thereof as of the dates that the RSUs are settled. In connection with the CFO Employment Agreement, on March 15, 2018 (the “CFO Grant Date”) the Company also granted Ms. Dolan 69,767 restricted shares of Revlon Class A Common Stock, which are scheduled to vest ratably on each of the first 3 anniversaries of the CFO Grant Date, provided that Ms. Dolan remains employed by the Company on each applicable vesting date, and is subject to earlier vesting upon the occurrence of a “change of control.”

Pursuant to the Company’s employment agreement with Mr. Fabian Garcia, the Company’s former President and Chief Executive Officer, on April 15, 2017 (the "Garcia Grant Date"), Revlon granted to Mr. Garcia 270,489 restricted shares of Revlon Class A Common Stock (the "Garcia Restricted Stock Grant"). One-fifth of the Garcia Restricted Stock Grant vested on the Garcia Grant Date (provided that the Company withheld 30,197 shares for the payment of withholding taxes due upon such vesting event pursuant to the terms of the Stock Plan). Pursuant to the terms of his separation agreement, dated January 29, 2018, the remaining four-fifths of the Garcia Restricted Stock Grant vested in full during March 2018.

Pursuant to the Company's employment agreement with Mr. Christopher Peterson, the Company's former Chief Operating Officer, Operations & Principal Financial Officer, on April 17, 2017 (the "Peterson Grant Date"), Revlon granted Mr. Peterson 192,307 restricted shares of Revlon Class A Common Stock (the "Peterson Restricted Stock Grant"). One-fifth of the Peterson Restricted Stock Grant vested in April 2018 (provided that the Company withheld 18,835 shares for the payment of withholding taxes due upon such vesting event pursuant to the terms of the Stock Plan). Pursuant to the terms of his separation agreement, dated July 17, 2018, 11,217 shares of the Peterson Restricted Stock Grant vested after his separation in July 2018, with the balance of the Peterson Restricted Stock Grant being cancelled and forfeited.

Long-Term Incentive Program

During 2018, the Company modified its 2018 long-term incentive program ("2018 LTIP"), granting 903,144 time-based and performance-based RSU awards under the Stock Plan (the "2018 LTIP RSUs"). Half of the 2018 LTIP RSUs are time-based RSUs that are scheduled to vest ratably over a 3-year service period, while the remaining half of the 2018 LTIP RSUs are performance-based RSUs that are scheduled to cliff-vest at the completion of the 3-year performance period.

In addition, during 2018, the Company modified its 2017 LTIP design to align with the 2018 LTIP design, granting a total of 330,972 time-based and performance-based RSUs under the Stock Plan (the "2017 LTIP RSUs" and together with the 2018 LTIP RSUs, the "LTIP RSUs"). Half of the 2017 LTIP RSUs are time-based RSUs that are scheduled to vest ratably over a 2-year service period, while the remaining half of the 2017 LTIP RSUs are performance-based RSUs that are scheduled to cliff-vest at the completion of the 2-year performance period.

The fair value of the LTIP RSUs is determined based on the NYSE closing share price on the grant date.

Time-Based LTIP RSUs

The time-based 2018 LTIP RSUs are scheduled to vest ratably over a 3-year service period, with the first tranche of such grants schedule to vest in March 2019, while the time-based 2017 LTIP RSUs are scheduled to vest ratably over a 2-year service period, with the first tranche of such grants schedule to vest in March 2019. During the year ended December 31, 2018, LTIP RSUs granted to eligible employees and the weighted-average grant date fair value per share related to the time-based LTIP RSUs were as follows:



	Time-Based LTIP RSUs (000s)		Weighted-Average Grant Date Fair Value per RSU
LTIP RSUs Granted:
2018	451.6		$	19.12
2017	165.5		19.70
Total Time-Based LTIP RSUs granted	617.1
LTIP RSU's Forfeited:
2018	(16.9	)	$	19.19
2017	(9.1	)	19.70
Total Time-Based LTIP RSUs forfeited	(26.0	)
LTIP Outstanding:
2018	434.7		$	19.11
2017	156.4		19.70
Total Time-Based LTIP RSUs as of December 31, 2018	591.1

The Company recognized compensation expense related to the time-based LTIP RSUs of $4.3 million for the year ended December 31, 2018. As of December 31, 2018, the Company had $7.1 million of total deferred compensation expense related to non-vested time-based LTIP RSUs. The cost is recognized over the vesting period of the awards, as described above. No time-based LTIP RSUs vested during the year ended December 31, 2018.

Performance-based LTIP RSUs

The performance-based portion of the LTIP RSUs are scheduled to vest based on the achievement of certain Company performance metrics. The minimum percentage of the performance-based LTIP RSUs that are eligible to vest is 0%, with a target percentage of 100% vesting and a maximum percentage of 150% vesting. During the year ended December 31, 2018, performance-based LTIP RSUs granted to eligible employees and the grant date fair value per share related to the performance-based LTIP RSUs were as follows:



	Performance-Based LTIP RSUs (000s)		Weighted-Average Grant Date Fair Value per RSU
LTIP RSUs Granted:
2018	451.6		$	19.12
2017	165.5		19.70
Total Performance-Based LTIP RSUs granted	617.1
LTIP RSUs Forfeited:
2018	(16.9	)	$	19.19
2017	(9.1	)	19.70
Total Performance-Based LTIP RSUs forfeited	(26.0	)
LTIP Outstanding:
2018	434.7		$	19.11
2017	156.4		19.70
Total Performance-Based LTIP RSUs as of December 31, 2018	591.1

The Company recognized compensation expense related to the performance-based LTIP RSUs of $3.1 million for the year ended December 31, 2018. As of December 31, 2018, the Company had $8.3 million of total deferred compensation expense related to non-vested performance-based LTIP RSUs, which is recognized over the 3-year performance cycle of the performance-based 2018 LTIP RSUs and 2 years for the performance-based 2017 LTIP RSUs. No performance-based LTIP RSUs vested during the year ended December 31, 2018.