(c) At any time prior to the issuance of shares of Common Stock with respect to the optionexercise, the Committee, in its sole discretion, shall have the right, by written notice to theOptionee, to cancel such option or any part thereof if the Committee, in its sole judgment,determines that legal or contractual restrictions and/or blockage and/or other marketconsiderations would make the Company’s acquisition of Common Stock from the public markets, theCompany’s issuance of Common Stock to the Optionee, the Optionee’s acquisition of Common Stock fromthe Company and/or the Optionee’s sale of Common Stock to the public markets illegal, impracticableor inadvisable. If the Committee so determines to cancel the option or any part thereof subject tothe written notice of exercise, the Company shall pay to the Optionee an amount equal to the excessof (i) the aggregate fair market value of the shares of Common Stock subject to the option or partthereof canceled (determined as of the option exercise date), over (ii) the aggregate optionexercise price of the option or part thereof canceled. Such amount shall be delivered to theOptionee as soon as practicable after such option or part thereof is canceled.     SECTION 4.Termination of Employment.     (a) Except to the extent otherwise provided in accordance with this Section 4, the portions ofthis option that are exercisable as of the date of the Optionee’s termination of employment withthe Company and its affiliates may continue to be exercised for a period of ninety days from andincluding the date of termination of employment, but no additional portions of this option shallbecome exercisable following the date of such termination of employment and such unexercisableportions shall be canceled on the date of such termination of employment.     (b) If the Optionee resigns employment otherwise than for “good reason,” “cause” or any liketerm as defined under any employment agreement between the Company and the Optionee (which termsspecify the Optionee’s right to terminate the term of such employment agreement), or the Companyterminates the Optionee’s employment for “good reason” as defined in the Revlon Executive SeverancePolicy as in effect from time to time, a copy of which is available from the Company’s Chief LegalOfficer (or for “cause” or any like term in any applicable employment agreement), then this optionshall cease to be exercisable and shall automatically be canceled on the date of such terminationof employment.     (c) If the Optionee voluntarily retires with Company consent or the Optionee’s employment isterminated due to permanent disability (in each case as determined by the Committee), the portionsof this option that are exercisable as of the date of the Optionee’s voluntary retirement ortermination of employment with the Company may continue to be exercised for a period of one yearfrom and including such date of voluntary retirement or termination of employment, but noadditional portions of this option shall become exercisable following such date of such voluntaryretirement or termination of employment and such unexercisable portions shall be canceled on thedate of such voluntary retirement or termination of employment. Notwithstanding the foregoing, theCommittee may in its sole discretion provide for a longer or shorter period for exercise of thisoption or may permit the Optionee to continue vesting under this option if the Optionee’semployment terminates solely because the Optionee’s employer ceases to be an Affiliate of theCompany or because the Optionee transfers employment with the Company’s consent to a purchaser of abusiness disposed of by the Company.     (d) If the Optionee’s employment terminates by reason of death, or if the Optionee’semployment terminates under circumstances providing for continued exercisability under subsection(a) or (c) and the Optionee dies within the period described in subsection (a) or (c), the portionsof this option that are exercisable as of the date of the Optionee’s death may continue to beexercised by the person to whom this option has passed, under the Optionee’s will (or ifapplicable, pursuant to the laws of descent and distribution), for a period of one year from andincluding the date of death, but no additional portions of this option shall become exercisableeither following the date of such death as respects an Optionee whose employment or servicesterminates by reason of death, or the date provided in subsection (a) or (c) as respects anOptionee whose death occurs during the period of continued exercisability provided in subsection(a) or (c), and such unexercisable portions shall be canceled either on the date of such death asrespects an Optionee whose
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employment or services terminates by reason of death, or the date provided in subsection (a) or (c)as respects an Optionee whose death occurs during the period of continued exercisability providedin subsection (a) or (c).     (e) Nothing in the Plan or this Agreement shall confer upon the Optionee or any other personthe right to continue in the employment of the Company or any of its Affiliates or affect any rightwhich the Company or any of its Affiliates may have to terminate the employment of the Optionee orany other person.     (f) If the Optionee ceases employment with the Company and accepts employment with acompetitor in violation of the Company’s Employee Agreement as to Confidentiality andNon-Competition, as in effect from time to time (a copy of which is available upon request from theCompany’s Chief Legal Officer), or any other non-competition agreement or covenant executed by theOptionee, then profits realized from exercise of any portion of the option during the 12-monthperiod prior to the date of termination shall be repaid by the Optionee to the Company, in cash,within ten (10) days of such acceptance of employment and the Company is hereby authorized todeduct such amount from any other amounts otherwise due the Optionee.     SECTION 5.Withholding Tax Requirements. The Optionee shall be responsiblefor paying to the Company promptly upon request, and in any event at the time the Optioneerecognizes taxable income in respect of this option (which would include the date when any portionof the option is exercised hereunder), an amount equal to the taxes, if any, the Company determinesit is required to withhold under applicable tax laws with respect to this option, in the manner ofpayment prescribed by the Company. Notwithstanding the foregoing, unless and until the Company, inits discretion, allows or prescribes an alternate method of tax withholding upon notice to theOptionee prior to any issuance of shares of Common Stock upon exercise of this option, the Companyshall satisfy its applicable tax withholding obligations associated with this option by withholdingfrom delivery upon the exercise of this option shares of Common Stock having a fair market value(determined as of the date as to which the amount of tax to be withheld is determined) equal to theamount of taxes which the Company determines it is required to withhold under applicable tax laws.The Optionee further agrees and acknowledges that all other taxes, duties and fees related to theoption must be paid directly by the Optionee to the appropriate authorities, and that the Companymay offset against any future compensation, earnings, bonus, expense reimbursements or incentivecompensation of any kind amounts necessary to cover any tax withholding obligations of the Companyassociated with the option which have not been accounted for in a manner satisfactory to theCompany.     SECTION 6.Plan Provisions to Prevail. This Agreement shall be subject toall of the terms and provisions of the Plan, which are incorporated herein and made a part hereof,including, without limitation, the provisions of Section 2.9(c) of the Plan (generally prohibitingthe sale of shares not owned or immediately issuable and failure to duly deliver shares insettlement), Section 3.2 of the Plan (generally relating to consents required by securities andother laws), Section 3.5 of the Plan (relating to changes in capitalization) and Section 3.11 ofthe Plan (generally relating to the effects of certain reorganizations and other extraordinarytransactions). Any term defined in the Plan shall have the same meaning in this Agreement. In theevent there is any inconsistency between the provisions of this Agreement and the Plan, theprovisions of the Plan shall govern.     SECTION 7.Optionee’s Acknowledgment. By entering into this Agreement, theOptionee agrees and acknowledges that (a) he or she has received, read and understood a copy of thePlan, including Section 3.8(c) of the Plan (generally relating to waivers of claims to continuedexercise or vesting of awards, damages and severance entitlements related to non-continuation ofawards), and this Agreement and accepts this option upon all of the terms thereof, and (b) that nomember of the Committee shall be liable for any Plan Action (as defined in the Plan), includingwithout limitation any action or determination made in good faith with respect to the Plan or anyAward thereunder or under this Agreement. The Optionee has reviewed with his or her own advisorsthe tax and other consequences of the transactions contemplated by this Agreement. The Optionee isrelying solely on such advisors and not on any statements or representations of the Company or anyof its agents with respect to all matters of this Agreement.
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     SECTION 8.Nontransferability. No right granted to the Optionee under thePlan or this Agreement shall be assignable or transferable by the Optionee (voluntarily or byoperation of law), other than by will or by the laws of descent and distribution. During thelifetime of the Optionee, all rights granted to the Optionee under the Plan or under this Agreementshall be exercisable only by the Optionee.     SECTION 9.No Rights as a Stockholder. No Optionee or other personexercising an option shall have any of the rights of a stockholder of the Company with respect toshares subject to an option until the issuance of a stock certificate to such person for suchshares (or the book-entry recording of such issuance by the Company, if uncertificated, as the casemay be).     SECTION 10.Legend on Certificates. The certificates representing the sharesissued by exercise of the option may be stamped or otherwise imprinted with a legend in such formas the Company may require with respect to any applicable restrictions on the sale or transfer ofshares.     SECTION 11.Conditions.     (a) Notwithstanding anything contained in this Agreement to the contrary, the grant of theoption pursuant to Section 1 hereof is conditioned upon and subject to the Optionee’s execution anddelivery to the Company of an executed copy of this Agreement.     (b) By entering into this Agreement and as a condition for receiving the grant of the optionpursuant to Section 1 hereof, the Optionee agrees to fully comply in all respects with the terms ofthe Company’s Employee Agreement as to Confidentiality and Non-Competition (a copy of which isavailable upon request from the Company’s Chief Legal Officer), whether or not the Optionee is asignatory thereof, with the same effect as if the same were set forth herein in full. A copy ofthe Employee Agreement as to Confidentiality and Non-Competition is attached hereto and made a parthereof.     SECTION 12.Notices. Any notice to be given to the Company hereunder shallbe in writing and shall be addressed to the Treasurer of Revlon, with a copy to the Company’s ChiefLegal Officer, each at 237 Park Avenue, New York, NY 10017, or at such other address as the Companymay hereafter designate to the Optionee by notice as provided herein, or at such other successorprincipal office location address most recently identified in the Company’s public Securities andExchange Commission filings or press releases, whichever is later communicated. Any notice to begiven to the Optionee hereunder shall be addressed to the Optionee at the address set forth below,or at such other address as the Optionee may hereafter designate to the Company by notice asprovided herein. Notices hereunder shall be deemed to have been duly given when received bypersonal delivery or by registered or certified mail to the party entitled to receive the same.     SECTION 13.Successors and Assigns. This Agreement shall be binding upon andinure to the benefit of the parties hereto and the successors and assigns of the Company and, tothe extent set forth in Section 3.3 of the Plan and Section 8 of this Agreement, the heirs andpersonal representatives of the Optionee.     SECTION 14.Governing Law. This Agreement shall be governed by the laws ofthe State of New York applicable to agreements made and to be performed entirely within such state.     SECTION 15.Modifications to Agreement; Waivers. This Agreement may not bealtered, modified, changed or discharged, except by a writing signed by or on behalf of both theCompany and the Optionee. The failure of the Company to enforce at any time any provision of thisAgreement shall in no way be construed to be a waiver of such provision or of any other provisionhereof.     SECTION 16.Other Company Actions. Nothing contained in this Agreement shallbe construed to prevent the Company from taking any action which is deemed by it to be appropriateor in its best interest, whether or not such action would have an adverse effect on the optiongranted under this Agreement. Neither the Optionee nor any other person shall have any claimagainst the Company as a result of any such action.
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     SECTION 17.Committee Authority. The Committee shall have full authority tointerpret, construe and administer the terms of this Agreement in its sole discretion. Thedetermination of the Committee as to any such matter of interpretation, construction oradministration shall be final, binding and conclusive on all parties.     SECTION 18.No Violation of Securities Laws; Securities Trading Policy.     (a) The Company shall not be obligated to make any payment or permit any sale of stock subjectto an option hereunder if such payment, in the opinion of counsel for the Company, would violateany applicable securities laws. The Company shall be under no obligation to register any shares ofCommon Stock or any other property pursuant to any securities laws on account of the transactionscontemplated by this Agreement.     (b) It is understood and agreed that under the Company’s Confidentiality of Information andSecurities Trading Policy, as is in effect from time to time, a copy of which is available uponrequest from the Company’s Chief Legal Officer (the “Trading Policy”), employees and Directors ofthe Company, including grantees of options, may be restricted from selling shares of Common Stockduring certain “restricted periods.” As of the date of this Agreement, the “restricted periods”commence on the first day of each fiscal quarter of the Company (i.e., April 1, July 1, October 1and January 1) and continue until two business days after the public release of the Company’searnings for the prior quarter (under the Trading Policy, these periods may change from time totime, and the Company may impose other restricted trading periods due to special circumstances).Accordingly, the grantee’s ability to “sell shares” to pay the exercise price of such option may berestricted.     SECTION 19.Severability. Notwithstanding any other provision of thisAgreement, if any provision of this Agreement is or becomes or is deemed to be invalid, illegal, orunenforceable in any jurisdiction or as to any person, such provision shall be construed or deemedamended to conform to the applicable laws, or if it cannot be construed or deemed amended without,in the sole discretion of the Committee, materially altering the intent of the Agreement, suchprovision shall be stricken as to such jurisdiction or person, and the remainder of the Agreementshall remain in full force and effect.     SECTION 20.Headings. The headings of sections herein are included solely forconvenience of reference and shall not affect the meaning of any of the provisions of thisAgreement.     SECTION 21.Fractional Shares. Unless and until the Committee in its solediscretion determines otherwise, no fractional shares of Common Stock shall be issued or deliveredpursuant to this Agreement, and unless and until the Committee in its sole discretion determinesthat cash, other securities, or other property shall be paid or transferred in lieu of anyfractional shares, any rights to any fractional share shall be canceled, terminated, or otherwiseeliminated without payment of any consideration.     SECTION 22.Entire Agreement. This Agreement and the Plan contains the entireagreement and understanding of the parties hereto with respect to the subject matter containedherein and supersedes all prior communications, representations and negotiations, written or oral,in respect thereto. Neither the Company nor the Committee nor the Optionee have made any promises,agreements, conditions or understandings, either orally or in writing, concerning the option grantthat are not included in this Agreement or the Plan.     SECTION 23.Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be an original but all of which together shall represent one andthe same agreement.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and yearfirst above written.      REVLON, INC.