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 2.7 million shares available for grant as of March 31, 2019. In July 2014, the Stock Plan was amended to renew the Stock Plan for a 7-year renewal term expiring on April 14, 2021.

Long-Term Incentive Program

The Company's LTIP RSUs consist of time-based RSUs and performance-based RSUs. Time-based RSUs are scheduled to vest ratably over a 3-year service period, while performance-based RSUs are scheduled to vest based on the achievement of certain Company performance metrics and cliff-vest at the completion of a 3-year performance period.

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

During the first quarter of 2019, the Company granted nil time-based and performance-based RSU awards under the Stock Plan (the "2019 LTIP RSUs").

During the three months ended March 31, 2019, the activity related to time-based and performance-based LTIP RSUs previously granted to eligible employees and the grant date fair value per share related to these LTIP RSUs were as follows:



	Time-Based LTIP				Performance-Based LTIP
	RSUs (000's)		Weighted-Average Grant Date Fair Value per RSU		RSUs (000's)		Weighted-Average Grant Date Fair Value per RSU
Outstanding as of December 31, 2018
2018	434.7		$	19.11	434.7		$	19.11
2017	156.4		19.70		156.4		19.70
Total LTIP RSU's Outstanding as of December 31, 2018	591.1				591.1
LTIP RSU's Vested
2018	(128.9	)	19.04		—		—
2017	(64.3	)	19.70		—		—
Total LTIP RSU's Vested	(193.2	)			—
LTIP RSU's Forfeited/Canceled
2018	(33.8	)	19.70		(34.9	)	19.70
2017	(21.7	)	19.70		(23.1	)	19.70
Total LTIP RSU's Forfeited/Canceled	(55.5	)			(58.0	)
Outstanding as of March 31, 2019
2018	272.0		19.08		399.8		19.06
2017	70.4		19.70		133.3		19.70
Total LTIP RSU's Outstanding as of March 31, 2019	342.4				533.1

Time-Based LTIP RSUs

The Company recognized a net adjustment to compensation expense related to the time-based LTIP RSUs of $0.1 million for the three months ended March 31, 2019. As of March 31, 2019, the Company had $6.1 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. One tranche of time-based LTIP RSUs vested during the three months ended March 31, 2019.

Performance-based LTIP RSUs

The Company recognized a net adjustment to compensation expense related to the performance-based LTIP RSUs of $0.1 million for the three months ended March 31, 2019. As of March 31, 2019, the Company had $7.3 million of total deferred compensation expense related to non-vested, performance-based LTIP RSUs, which is recognized over the 3-year performance period 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 three months ended March 31, 2019.