Stock Award (which would include the date when any shares of Restricted Stock vest pursuant toSection 2 hereof), an amount equal to the taxes, if any, the Company determines it is required towithhold under applicable tax laws with respect to the Restricted Stock, in the manner of paymentprescribed by the Company. Notwithstanding the foregoing, unless and until the Company, in itsdiscretion, allows or prescribes an alternate method of tax withholding upon notice to the Granteeprior to any given vesting date hereunder, the Company shall satisfy its applicable tax withholdingobligations associated with the Restricted Stock by withholding from delivery upon the lapse ofrestrictions shares of Common Stock having a fair market value (determined as of the date as towhich the amount of tax to be withheld is determined) equal to the amount of taxes which theCompany determines it is required to withhold under applicable tax laws. The Grantee furtheragrees and acknowledges that all other taxes, duties and fees related to the Restricted Stock mustbe paid directly by the Grantee to the appropriate authorities, and that the Company may offsetagainst any future compensation, earnings, bonus, expense reimbursements or incentive compensationof any kind amounts necessary to cover any tax withholding obligations of the Company associatedwith the Restricted Stock which have not been accounted for in a manner satisfactory to theCompany. The Grantee may not make an election pursuant to Section 83(b) of the Internal RevenueCode of 1986, as amended, with respect to the grant of any shares of Restricted Stock hereunder.     SECTION 5.Termination of Employment.     (a) Effective as of the date of the Grantee’s termination of employment with the Companyfor any reason, all Restricted Stock which is unvested or as to which all restrictions have notlapsed as provided in Section 2 of this Agreement shall be cancelled, except to the extent theCommittee may otherwise determine.     (b) Nothing in the Plan or this Agreement shall confer upon the Grantee or any other personthe right to continue in the employment of the Company or affect any right which the Company mayhave to terminate the employment of the Grantee or any other person.     (c) If the Grantee ceases employment with the Company and accepts employment with a competitorin violation of the Company’s Employee Agreement as to Confidentiality and Non-Competition, as ineffect from time to time (a copy of which is available upon request from the Company’s Chief LegalOfficer), or any other non-competition agreement or covenant executed by the Grantee, then thevalue of any Restricted Stock which vested during the 12 month period prior to the date oftermination shall be repaid to the Company by the Grantee, in cash, within ten (10) days of suchacceptance of employment and the Company is hereby authorized to deduct such amount from any otheramounts otherwise due the Grantee.     SECTION 6.Plan Provisions to Prevail. This Agreement shall be subject toall of the terms and provisions of the Plan, as may be amended from time to time, which areincorporated hereby and made a part hereof, including, without limitation, the provisions ofSection 2.9(c) of the Plan (generally prohibiting the sale of shares not owned or immediatelyissuable and failure to duly deliver shares in settlement), Section 3.2 of the Plan (generallyrelating to consents required by securities and other laws), Section 3.5 of the Plan (relating tochanges in capitalization) and Section 3.11 of the Plan (generally relating to the effects ofcertain reorganizations and other extraordinary transactions). Any term defined in the Plan shallhave the same meaning in this Agreement. In the event there is any inconsistency between theprovisions of this Agreement and the Plan, the provisions of the Plan shall govern.     SECTION 7.Grantee’s Acknowledgment. By entering into this Agreement, theGrantee agrees and acknowledges that (a) he/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 the shares of Restricted Stock upon all of the termsthereof, and (b) that no member of the Committee shall be
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liable for any Plan Action (as defined in the Plan), including without limitation any actionor determination made in good faith with respect to the Plan or any award thereunder or under thisAgreement. The Grantee has reviewed with his or her own advisors the tax and other consequences ofthe transactions contemplated by this Agreement. The Grantee is relying solely on such advisorsand not on any statements or representations of the Company or any of its agents with respect toall matters of this Agreement.     SECTION 8.Nontransferability. No shares of Restricted Stock granted to theGrantee under this Agreement shall be assignable or transferable by the Grantee (voluntarily or byoperation of law), other than by will or by the laws of descent and distribution prior to the lapseof restrictions set forth in the Plan and this Agreement applicable thereto.     SECTION 9.Legend on Certificates. The Grantee agrees that any certificateissued for shares of Restricted Stock prior to the lapse of any outstanding restrictions relatingthereto shall be inscribed with substantially the following legend:  **This certificate and the shares of stock represented hereby are subject to the terms andconditions, including forfeiture provisions and restrictions against transfer, contained inthe Third Amended and Restated Revlon, Inc. Stock Plan, as amended from time to time, and anagreement entered into between the registered owner and Revlon, Inc. (the “Restrictions”).Any attempt to dispose of these shares in contravention of the Restrictions, including byway of sale, assignment, transfer, pledge, hypothecation, encumbrance or otherwise, shall benull and void and without effect.**     SECTION 10.Conditions.     (a) Notwithstanding anything contained in this Agreement to the contrary the grant of theaward pursuant to Section 1 hereof is conditioned upon and subject to the Grantee’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 awardpursuant to Section 1 hereof, the Grantee 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 Grantee is asignatory thereof, with the same effect as if the same were set forth herein in full.     SECTION 11.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 Grantee by notice as provided herein. Any notice to be given to theGrantee hereunder shall be addressed to the Grantee at the address set forth below, or at suchother address as the Grantee may hereafter designate to the Company by notice as provided herein,or at such other successor principal office location address most recently identified in theCompany’s public Securities and Exchange Commission filings or press releases, whichever is latercommunicated. Notices hereunder shall be deemed to have been duly given when received by personaldelivery or by registered or certified mail to the party entitled to receive the same.     SECTION 12.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 Grantee.
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     SECTION 13.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 14.Modifications to Agreement; Waivers. This Agreement may not bealtered, modified, changed or discharged, except by a writing signed by or on behalf of both Revlonand the Grantee. The failure of the Company to enforce at any time any provision of this Agreementshall in no way be construed to be a waiver of such provision or of any other provision hereof.     SECTION 15.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 RestrictedStock Award granted under this Agreement. Neither the Grantee nor any other person shall have anyclaim against the Company as a result of any such action.     SECTION 16.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 17.No Violation of Securities Laws; Securities Trading Policy.     (a) The Company shall not be obligated to make any payment hereunder if such payment, in theopinion of counsel for the Company, would violate any applicable securities laws. The Companyshall be under no obligation to register any shares of Common Stock or any other property pursuantto any securities laws on account of the transactions contemplated 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 restricted stock, may be restricted from selling shares ofrestricted stock after the restrictions lapse and during certain “restricted periods.” As of thedate of this Agreement, the “restricted periods” commence on the first day of each fiscal quarterof the Company (i.e., April 1, July 1, October 1 and January 1) and continue until two businessdays after the public release of the Company’s earnings for the prior quarter (under the TradingPolicy, these periods may change from time to time, and the Company may impose other restrictedtrading periods due to special circumstances).     SECTION 18.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 19.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 20.Fractional Shares. Unless and until the Committee in itssole discretion determines otherwise, no fractional shares of Common Stock shall be issued ordelivered pursuant to this Agreement, and unless and until the Committee in its solediscretion determines that cash, other securities, or
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other property shall be paid or transferred in lieu of any fractional shares, any rights toany fractional share shall be canceled, terminated, or otherwise eliminated without payment of anyconsideration.     SECTION 21.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 Grantee have made any promises,agreements, conditions or understandings, either orally or in writing, concerning the RestrictedStock grant that are not included in this Agreement or the Plan.     SECTION 22.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.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and yearfirst above written.      REVLON, INC.