STOCK COMPENSATION PLAN

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Revlon's amended Stock Plan 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. On June 3, 2021 Revlon’s stockholders approved an amendment to the Stock Plan to reserve an additional 2,000,000 shares and extend the term until August 2030. As a result, an aggregate of 8,565,000 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 September 30, 2021.

2019 Transaction Incentive Program

As of September 30, 2021, a total of 121,891 time-based RSUs under Tier 1 of the Revlon 2019 Transaction Incentive Program (the "2019 TIP") had been granted and are outstanding under the Stock Plan.

The 2019 TIP also provided for the following cash-based awards payable to certain employees, subject to continued employment through the respective vesting dates: (i) Tier 1 - $6.8 million payable in two equal installments as of December 31, 2020 and December 31, 2021; and (ii) Tier 2 - $2.5 million payable in one installment as of December 31, 2020. Such RSUs and cash-based awards are eligible for vesting following a termination without cause or due to death or disability or if not assumed upon a change in control (the “Special Vesting Rules”). Since inception and through September 30, 2021, the Company granted $1.4 million cash-based awards, net of forfeitures, under Tier 1, which are being amortized over the period from the grant dates to December 31, 2021. The total amount amortized for this Tier 1 cash-based awards since the program's inception and through September 30, 2021 is approximately $4.5 million, of which $0.4 million and $1.5 million were recorded during the three and nine months ended September 30, 2021, respectively. The amortization of such awards is recorded within "Acquisition, integration and divestiture costs" in the Company's Consolidated Statements of Operations and Comprehensive Loss.

Long-Term Incentive Program

During the first quarter of 2021, the Company granted approximately 1.5 million time-based RSU awards under the Stock Plan (the "2021 LTIP RSUs") to certain employees. During the second quarter of 2021, the Company granted approximately 35,000 time-based RSU awards under the 2021 LTIP RSUs. During the third quarter of 2021 there were approximately 15,000 grants of time-based RSUs. The 2021 LTIP RSUs are 100% time-based and vests as follows: 50% in March 2022; 25% in March 2023; 25% in March 2024.

During the first quarter of 2020, the Company granted approximately 1.3 million time-based and performance-based RSU awards under the Stock Plan (the "2020 LTIP RSUs") to certain employees. During the second and third quarter of 2020, there were no grants of 2020 LTIP RSUs.

During the second quarter of 2021, the Company granted approximately 78,000 TIP awards with both a cash component and RSU component, all pursuant to the Stock Plan. These TIP awards are 100% time-based and vests as follows: 50% in June 2022; 50% in June 2023. The awards are subject to continued employment through the respective vesting dates.

Time-Based LTIP and TIP RSUs

The Company recognized $3.4 million and $9.0 million of net compensation expense related to the time-based LTIP and TIP RSUs for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, the Company had $15.0 million of total deferred compensation expense related to non-vested, time-based LTIP and TIP RSUs. The cost is recognized over the vesting period of the awards, as described above.

Performance-based LTIP RSUs

The Company recognized $0.5 million and $1.0 million of net compensation expense related to the performance-based LTIP RSUs for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, the Company had $11.3 million of total deferred compensation expense related to non-vested, performance-based LTIP RSUs. The cost is recognized over the service period of the awards, as described above.

Acceleration of Vesting

Under the aforementioned provisions for acceleration of vesting, as of September 30, 2021 and since the time these provisions became effective in September 2019, 57,763 LTIP RSUs and 47,743 2019 TIP Tier 1 RSUs were vested on an accelerated basis due to involuntary terminations, resulting in accelerated amortization of approximately $2.0 million. In addition, for the nine months ended September 30, 2021 and under the same accelerated vesting provisions, the Company also recorded approximately $1.8 million of accelerated amortization in connection with the cash portion of the 2019 TIP Tier 1 and Tier 2 awards that were vested on an accelerated basis due to involuntary terminations. Approximately nil and $0.2 million in accelerated amortization were recorded in connection with the cash portion of the 2019 TIP Tier 1 awards during the three and nine months ended September 30, 2021, respectively. See the roll-forward table in the following sections of this Note 11 for activity related to the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, the activity related to time-based and performance-based RSUs previously granted to eligible employees and the grant date fair value per share related to these RSUs were as follows under the LTIP and 2019 TIP programs, respectively:


	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, 2020
2019 TIP RSUs (a)	58.8	$	15.95	n/a	$	—
LTIP RSUs:
2020	496.5	14.96		462.9	14.96
2019	169.3	22.55		255.3	22.55
2018	66.4	19.40		215.9	19.42
Total LTIP RSUs	732.2			934.1
Total LTIP and TIP RSUs Outstanding as of December 31, 2020	791.0			934.1
Granted
2019 TIP RSUs Granted	80.1	13.11		n/a	—
LTIP RSUs:
2021	1,559.0	10.77		—	—
2020	—	—		—	—
2019	—	—		—	—
2018	—	—		—	—
Total LTIP RSUs Granted	1,559.0			—
Vested
2019 TIP RSUs Vested (b)	(8.9)	15.30		—	—
LTIP RSUs:
2020 (b)	(182.7)	14.96		—	—
2019 (b)	(91.4)	22.53		—	—
2018)(b)	(65.9)	19.42		(38.5)	19.44
Total LTIP RSUs Vested	(340.0)			(38.5)
Forfeited/Canceled
2019 TIP RSUs Forfeited/Canceled (a)	(8.1)	15.11		n/a	—
LTIP RSUs:
2021	(81.2)	10.75		—	—
2020	(52.1)	14.96		(73.5)	14.96
2019	(6.2)	22.55		(38.6)	22.55
2018	(0.5)	16.80		(177.4)	19.42
Total LTIP RSUs Forfeited/Canceled	(140.0)			(289.5)
Outstanding as of September 30, 2021
2019 TIP RSUs	121.9	14.09		n/a	—
LTIP RSUs:
2021	1,477.8	10.77		—	—
2020	261.7	14.96		389.4	14.96
2019	71.7	22.57		216.7	22.55
2018	—	—		—	—
Total LTIP RSUs	1,811.2			606.1
Total LTIP and TIP RSUs Outstanding as of September 30, 2021	1,933.1			606.1

((a) The 2019 TIP provides for RSU awards that are only time-based.

(b) Includes acceleration of vesting upon involuntary terminations for the three and nine months ended September 30, 2021 of 887 and 8,121 RSUs, respectively, under the 2019 and 2018 LTIPs as well as 355 and 6,540 RSUs, respectively, under the 2019 TIP Tier I awards.