Exhibit10.13

Form of Restricted Stock Agreement

AMENDED ANDRESTATED REVLON, INC. STOCK PLAN

RESTRICTED STOCK AGREEMENTdated as of [                     , 200  ],between REVLON, INC., a Delaware corporation("Revlon" and, together with Revlon'saffiliates, the "Company"), and                                         (the"Grantee").

Revlon'sCompensation and Stock Plan Committee (the"Committee") has determined that theobjectives of the Amended and Restated Revlon, Inc. Stock Plan (the"Plan") will be furthered by granting to theGrantee shares of Common Stock, subject to certain restrictions, uponthe terms and conditions hereinafter contained("Restricted Stock" or the"Restricted Stock Award").

Inconsideration of the foregoing and of the mutual undertakings set forthin this Restricted Stock Agreement (the"Agreement"), the Company and the Granteeagree as follows:

SECTION 1. Number ofShares.    Subject to Section 10 of this Agreement, the Companyhereby grants to the Grantee the number of shares of Restricted Stockset forth on Schedule 1 hereto. The Grantee shall not berequired to make any payment for the Restricted Stock.

SECTION 2. Restrictions.

(a)    Lapse of Restrictions.    For so long asthe Restricted Stock Award shall not be cancelled pursuant to the termsof the Plan or this Agreement, the restrictions relating to theRestricted Stock Award which is the subject of this Agreement shalllapse as to one third of the shares of Restricted Stock on each of[                     , 200  ],[                 , 200  ] and[                 , 200  ].

(b)    Issuance of Certificate Upon Lapse ofRestrictions.    Upon the occurrence of a lapse of restrictionsrelating to the shares of Restricted Stock, as set forth in thisSection 2, the Company shall issue to the Grantee or theGrantee's personal representative a stock certificaterepresenting one share of Common Stock, free of the restrictive legenddescribed in Section 9 hereof, in respect of each share of RestrictedStock with respect to which such restrictions have lapsed. Ifcertificates representing such Restricted Stock shall have theretoforebeen delivered to the Grantee, such certificates shall be returned tothe Company, complete with any necessary signatures or instruments oftransfer prior to the issuance by the Company of such unlegended shareof Common Stock.

SECTION 3. Voting;Dividends.    Prior to the date that restrictions lapse pursuantto Section 2 of this Agreement, the Grantee shall have no right to voteand no right to receive dividends with respect to the Restricted Stock.Subject to the restrictions set forth in the Plan and this Agreement,from and after the date that restrictions lapse pursuant to Section 2of this Agreement, the Grantee shall possess all incidents of ownershipof the shares of Restricted Stock granted hereunder, including theright to receive dividends with respect to such shares of RestrictedStock and the right to vote such shares of Restricted Stock, but onlywith respect to the shares of Restricted Stock for which suchrestrictions have lapsed pursuant to Section 2.

SECTION4. Taxes.    As a condition to receipt of a stockcertificate pursuant to Section 2(b) of this Agreement, the Granteeshall pay to the Company promptly upon request, and in any event at thetime the Grantee recognizes taxable income in respect of the shares ofRestricted Stock (which would include the date that restrictions lapsepursuant to Section 2 hereof), an amount equal to the taxes the Companydetermines it is required to withhold under applicable tax laws withrespect to the shares of Restricted Stock. Such payment shall be madein the form of cash or in such other manner as the Company in its solediscretion may permit from time to time in accordance with Section 3.4of the Plan. The Grantee further agrees and acknowledges that all othertaxes, duties and fees related to the lapse of restrictions are for theGrantee's account and must be paid directly by the Grantee. TheGrantee may not make an election pursuant to Section 83(b) of theInternal Revenue Code of 1986, as amended, with respect to the grant ofany shares of Restricted Stock hereunder.

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SECTION 5. Termination ofEmployment.

(a)    Effective as of the date of theGrantee's termination of employment with the Company for anyreason, all Restricted Stock which is unvested or as to which allrestrictions have not lapsed as provided in Section 2 of this Agreementshall be cancelled, except to the extent the Committee may otherwisedetermine.

(b)    Nothing in the Plan or this Agreementshall confer upon the Grantee or any other person the right to continuein the employment of the Company or affect any right which the Companymay have to terminate the employment of the Grantee or any otherperson.

(c)    If the Grantee ceases employment withthe Company and accepts employment with a competitor in violation ofthe Company's Employee Agreement as to Confidentiality andNon-Competition, as in effect from time to time, or any othernon-competition agreement or covenant executed by the Grantee, then thevalue of any Restricted Stock which vested during the 12 month periodprior to the date of termination shall be repaid to the Company by theGrantee, in cash, within ten (10) days of such acceptance of employmentand the Company is hereby authorized to deduct such amount from anyother amounts otherwise due the Grantee.

SECTION 6.Plan Provisions to Prevail.    This Agreement shall besubject to all of the terms and provisions of the Plan, which areincorporated hereby and made a part hereof, including, withoutlimitation, the provisions of Section 2.9(c) of the Plan (generallyprohibiting the sale of shares not owned or immediately issuable andfailure to duly deliver shares in settlement), Section 3.2 of the Plan(generally relating to consents required by securities and other laws),Section 3.5 of the Plan (relating to changes in capitalization) andSection 3.11 of the Plan (generally relating to the effects of certainreorganizations and other extraordinary transactions). Any term definedin the Plan shall have the same meaning in this Agreement. In the eventthere is any inconsistency between the provisions of this Agreement andthe Plan, the provisions of the Plan shall govern.

SECTION7. Grantee's Acknowledgment.    By entering intothis Agreement, the Grantee agrees and acknowledges that (a)  hehas received, read and understood a copy of the Plan, includingSection  3.8(c) of the Plan (generally relating to waivers ofclaims to continued exercise or vesting of awards, damages andseverance entitlements related to non-continuation of awards), and thisAgreement and accepts the shares of Restricted Stock upon all of theterms thereof, and (b)  that no member of the Committee shall beliable for any Plan Action (as defined in the Plan), including withoutlimitation any action or determination made in good faith with respectto the Plan or any award thereunder or under this Agreement. TheGrantee has reviewed with his or her own advisors the tax and otherconsequences of the transactions contemplated by this Agreement. TheGrantee is relying solely on such advisors and not on any statements orrepresentations of the Company or any of its agents with respect to allmatters of this Agreement.

SECTION 8.Nontransferability.    No shares of Restricted Stock grantedto the Grantee under this Agreement shall be assignable or transferableby the Grantee (voluntarily or by operation of law), other than by willor by the laws of descent and distribution prior to the lapse ofrestrictions set forth in the Plan and this Agreement applicablethereto.

SECTION 9. Legend onCertificates.    The Grantee agrees that any certificate issuedfor shares of Restricted Stock prior to the lapse of any outstandingrestrictions relating thereto shall be inscribed with the followinglegend:

**This certificate and the shares of stockrepresented hereby are subject to the terms and conditions, includingforfeiture provisions and restrictions against transfer (the"Restrictions"), contained in the Amended andRestated Revlon, Inc. Stock Plan (the "Plan")and an agreement entered into between the registered owner and Revlon,Inc. (the "Agreement"). Any attempt todispose of these shares in contravention of the Restrictions, includingby way of sale, assignment, transfer, pledge, hypothecation,encumbrance or otherwise, shall be null and void and withouteffect.**

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SECTION10. Conditions.

(a)    Notwithstanding anything contained in this Agreementto the contrary the grant of the award pursuant to Section 1 hereof isconditioned 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 conditionfor receiving the grant of the award pursuant to Section 1 hereof, theGrantee agrees to fully comply in all respects with the terms of theCompany's Employee Agreement as to Confidentiality andNon-Competition, whether or not the Grantee is a signatory thereof,with the same effect as if the same were set forth herein in full. Acopy of the Employee Agreement as to Confidentiality andNon-Competition is attached hereto and made a part hereof.

(c)    The Restricted Stock Award which is the subject ofthis Agreement was granted under the Plan on [                , 200  ] subject to the approval of the Plan by theCompany's stockholders at the Company's Annual Meeting ofStockholders on [                 , 200  ],which approval was granted.

SECTION11. Notices.    Any notice to be given tothe Company hereunder shall be in writing and shall be addressed to theTreasurer of Revlon, with copies to the Executive Vice President, ChiefLegal Officer and General Counsel and the Director of Compensation andBenefits, each at 237 Park Avenue, New York, NY 10017, or at such otheraddress as the Company may hereafter designate to the Grantee by noticeas provided herein. Any notice to be given to the Grantee hereundershall be addressed to the Grantee at the address set forth below, or atsuch other address as the Grantee may hereafter designate to theCompany by notice as provided herein. Notices hereunder shall be deemedto have been duly given when received by personal delivery or byregistered or certified mail to the party entitled to receive thesame.

SECTION 12. Successors andAssigns.    This Agreement shall be binding upon and inure tothe benefit of the parties hereto and the successors and assigns of theCompany and, to the extent set forth in Section 3.3 of the Plan andSection 8 of this Agreement, the heirs and personal representatives ofthe Grantee.

SECTION 13. GoverningLaw.    This Agreement shall be governed by the laws of theState of New York applicable to agreements made and to be performedentirely within such state.

SECTION14. Modifications to Agreement;Waivers.    This Agreement may not be altered, modified, changedor discharged, except by a writing signed by or on behalf of bothRevlon and the Grantee. The failure of the Company to enforce at anytime any provision of this Agreement shall in no way be construed to bea waiver of such provision or of any other provision hereof.

SECTION 15. Other Company Actions.    Nothingcontained in this Agreement shall be construed to prevent the Companyfrom taking any action which is deemed by it to be appropriate or inits best interest, whether or not such action would have an adverseeffect on the Restricted Stock Award granted under this Agreement.Neither the Grantee nor any other person shall have any claim againstthe Company as a result of any such action.

SECTION16. Committee Authority.    The Committeeshall have full authority to interpret, construe and administer theterms of this Agreement in its sole discretion. The determination ofthe Committee as to any such matter of interpretation, construction oradministration shall be final, binding and conclusive on allparties.

SECTION 17.  No Violation ofSecurities Laws; Securities Trading Policy.

(a)    The Company shall not be obligated to make anypayment hereunder if such payment, in the opinion of counsel for theCompany, would violate any applicable securities laws. The Companyshall be under no obligation to register any shares of Common Stock orany other property pursuant to any securities laws on account of thetransactions contemplated by this Agreement.

(b)    Itis understood and agreed that under the Company's Confidentialityof Information and Securities Trading Policy, as is in effect from timeto time (the "Trading Policy"), employees andDirectors of the Company, including Grantees of restricted stock, maybe restricted from selling shares of restricted stock after therestrictions lapse and during certain "restrictedperiods." As of the date of this Agreement, the

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"restricted periods"commence on the first day of each fiscal quarter of the Company (i.e.,April 1, July 1, October 1 and January 1) and continue until twobusiness days after the public release of the Company's earningsfor the prior quarter (this period may change from time to time).Accordingly, if restrictions lapse during a restricted period under theTrading Policy, the Grantee may be restricted from selling Common Stockto pay the Company applicable withholding taxes, if provided forpursuant to the terms of Section 4 of this Agreement.

SECTION 18. Severability.    Notwithstanding anyother provision of this Agreement, if any provision of this Agreementis or becomes or is deemed to be invalid, illegal, or unenforceable inany jurisdiction or as to any person, such provision shall be construedor deemed amended to conform to the applicable laws, or if it cannot beconstrued or deemed amended without, in the sole discretion of theCommittee, materially altering the intent of the Agreement, suchprovision shall be stricken as to such jurisdiction or person, and theremainder of the Agreement shall remain in full force and effect.

SECTION 19. Headings.    The headings ofsections herein are included solely for convenience of reference andshall not affect the meaning of any of the provisions of thisAgreement.

SECTION 20. FractionalShares.    No fractional shares of Common Stock shall be issuedor delivered pursuant to this Agreement, and the Committee in its solediscretion shall determine whether cash, other securities, or otherproperty shall be paid or transferred in lieu of any fractional sharesor whether any rights to any fractional share shall be canceled,terminated, or otherwise eliminated without payment of anyconsideration.

SECTION 21. EntireAgreement.    This Agreement and the Plan contains the entireagreement and understanding of the parties hereto with respect to thesubject matter contained herein and supersedes all priorcommunications, representations and negotiations, written or oral, inrespect thereto. Neither the Company nor the Committee nor the Granteehave made any promises, agreements, conditions or understandings,either orally or in writing, concerning the option grant that are notincluded in this Agreement or the Plan.

SECTION22. Counterparts.    This Agreement maybe executed in two or more counterparts, each of which shall be anoriginal but all of which together shall represent one and the sameagreement.

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date and year first above written.

|  | REVLON, INC. |
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|  | By:                                                                             |
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|  | Name: Title: |
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|  | (Signature of Grantee) |
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|  | (Printed Name) |
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|  | (Address) |
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