Exhibit10.12

Form of Nonqualified Stock OptionAgreement

AMENDED AND RESTATED REVLON, INC. STOCKPLAN

STOCK OPTION AGREEMENT, dated as of[                     , 200    ](the "Agreement"), between Revlon, Inc., aDelaware corporation, or its Affiliate executing this Agreement("Revlon" and, together with its Affiliates,the "Company"), and the individual whose nameappears on the signature page hereof (the"Optionee").

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 theOptionee an option pursuant to the Plan.

In consideration of theforegoing and of the mutual undertakings set forth in this Agreement,the Company and the Optionee agree as follows:

SECTION1.    Grant of Option.    Subject to Section 11 ofthis Agreement, the Company hereby grants to the Optionee a"nonqualified" stock option to purchase thenumber of shares of Common Stock (as defined in the Plan) set forth onSchedule 1 hereto at a purchase price per share set forth onSchedule 1 hereto.

SECTION2.    Exercisability.    For so long as the optionshall not be cancelled or otherwise remains exercisable pursuant to theterms of the Plan and this Agreement, the option shall be exercisableas set forth on Schedule 1 hereto and in accordance with thisSection 2. The option shall not be exercisable prior to[                     , 200  ], andshall become cumulatively exercisable with respect to 25% of theshares of Common Stock subject thereto, rounded down to the next lowerfull share, on [                     ,200  ], and with respect to an additional 25% of theshares of Common Stock subject thereto, rounded down to the next lowerfull share, on each of [                     ,200    ] and [                    , 200  ], and shall become 100%exercisable on [                     ,200  ], and, except to the extent otherwise provided hereinor in the Plan, shall remain 100% exercisable until the dayprior to the seventh anniversary of the date of grant and shallterminate and cease to be exercisable on the seventh anniversary of thedate of grant.

SECTION 3.    Method of OptionExercise; Involuntary Option Cash-Out; Replacement Option.

(a)    The option or any part thereof may be exercised only bygiving to the Company and to Smith Barney Stock Plan Services, adivision of Citigroup Global Markets Inc.("SSB") in its capacity as external Planadministrator, or such other external Plan administrator as the Companymay designate from time to time, written notice of exercise by suchmeans as the Company may determine from time to time. Full payment ofthe purchase price shall be made on or before the option exercise dateby any combination of the following: (i)  by certified orofficial bank check or, in the Committee's discretion, bypersonal check (subject to collection) payable to the Company;(ii)  by the assignment of proceeds from the sale of Common Stockin the manner provided in the Plan; or (iii)  by delivery ofshares of Common Stock already owned by the Optionee for at least sixmonths prior to the option exercise date, subject to the terms andconditions set forth in the Plan.

(b)    The Optionee shallhave no right to receive shares of Common Stock with respect to anoption exercise prior to the option exercise date. For purposes of thisAgreement, unless the Committee otherwise determines, the optionexercise date shall be the later of: (i) the sixth business dayimmediately following the date written notice of exercise is receivedby the Company and SSB in its capacity as external Plan administrator,or such other Plan administrator as the Company may designate from timeto time, if any; and (ii) the date payment with respect to such optionexercise is received.

(c)    At any time prior to the issuanceof shares of Common Stock with respect to the option exercise, theCommittee, in its sole discretion, shall have the right, by writtennotice to the Optionee, to cancel such option or any part thereof ifthe Committee, in its sole judgment, determines that legal orcontractual restrictions and/or blockage and/or other marketconsiderations would make the Company's acquisition of CommonStock from the public markets, the Company's issuance of CommonStock to the Optionee, the Optionee's acquisition of Common Stockfrom the Company and/or the Optionee's sale of Common

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Stock to the public markets illegal,impracticable or inadvisable. If the Committee so determines to cancelthe option or any part thereof subject to the written notice ofexercise, the Company shall pay to the Optionee an amount equal to theexcess of (i)  the aggregate fair market value of the shares ofCommon Stock subject to the option or part thereof canceled (determinedas of the option exercise date), over (ii) the aggregate optionexercise price of the option or part thereof canceled. Such amountshall be delivered to the Optionee as soon as practicable after suchoption or part thereof is canceled.

SECTION4.    Termination of Employment.

(a)    Exceptto the extent otherwise provided in accordance with this Section 4, theportions of this option that are exercisable as of the date of theOptionee's termination of employment with the Company and itsaffiliates may continue to be exercised for a period of ninety daysfrom and including the date of termination of employment, but noadditional portions of this option shall become exercisable followingthe date of such termination of employment and such unexercisableportions shall be canceled on the date of such termination ofemployment.

(b)    If the Optionee resigns employmentotherwise than for "good reason","cause" or any like term as defined under anyemployment agreement between the Company and the Optionee (which termsspecify the Optionee's right to terminate the term of suchemployment agreement), or the Company terminates the Optionee'semployment for "good reason" as defined inthe Revlon Executive Severance Policy as in effect from time to time(or for "cause" or any like term in anyapplicable employment agreement), then this option shall cease to beexercisable and shall automatically be canceled on the date of suchtermination of employment.

(c)    If the Optionee voluntarilyretires with Company consent or the Optionee's employment isterminated due to permanent disability (in each case as determined bythe Committee), the portions of this option that are exercisable as ofthe date of the Optionee's voluntary retirement or termination ofemployment with the Company may continue to be exercised for a periodof one year from and including such date of voluntary retirement ortermination of employment, but no additional portions of this optionshall become exercisable following such date of such voluntaryretirement or termination of employment and such unexercisable portionsshall be canceled on the date of such voluntary retirement ortermination of employment. Notwithstanding the foregoing, the Committeemay in its sole discretion provide for a longer or shorter period forexercise of this option or may permit the Optionee to continue vestingunder this option if the Optionee's employment terminates solelybecause the Optionee's employer ceases to be an Affiliate of theCompany or because the Optionee transfers employment with theCompany's consent to a purchaser of a business disposed of by theCompany.

(d)    If the Optionee's employment terminatesby reason of death, or if the Optionee's employment terminatesunder circumstances providing for continued exercisability undersubsection (a) or (c) and the Optionee dies within the period describedin subsection (a) or (c), the portions of this option that areexercisable as of the date of the Optionee's death may continueto be exercised by the person to whom this option has passed, under theOptionee's will (or if applicable, pursuant to the laws ofdescent and distribution), for a period of one year from and includingthe date of death, but no additional portions of this option shallbecome exercisable either following the date of such death as respectsan Optionee whose employment or services terminates by reason of death,or the date provided in subsection (a) or (c) as respects an Optioneewhose death occurs during the period of continued exercisabilityprovided in subsection (a) or (c), and such unexercisable portionsshall be canceled either on the date of such death as respects anOptionee whose employment or services terminates by reason of death, orthe date provided in subsection (a) or (c) as respects an Optioneewhose death occurs during the period of continued exercisabilityprovided in subsection (a) or (c).

(e)    Nothing in the Planor this Agreement shall confer upon the Optionee or any other personthe right to continue in the employment of the Company or any of itsAffiliates or affect any right which the Company or any of itsAffiliates may have to terminate the employment of the Optionee or anyother person.

(f)    If the Optionee 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 

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executed by the Optionee, then profitsrealized from exercise of any portion of the option during the 12-monthperiod prior to the date of termination shall be repaid by the Optioneeto the Company, in cash, within ten (10) days of such acceptance ofemployment and the Company is hereby authorized to deduct such amountfrom any other amounts otherwise due the Optionee.

SECTION5.    Withholding Tax Requirements.    Whenever underthe Plan, or this Agreement, shares of Common Stock are to be deliveredupon the exercise of an option, the Committee may determine that, as acondition of delivery, the Optionee shall satisfy all withholding taxrequirements related to such option in accordance with Section 3.4 ofthe Plan. By entering into this Agreement, the Optionee hereby agreesthat, if the Committee shall make such determination, then (a) theOptionee shall remit, in cash, the full amount necessary to satisfysuch tax requirements within 15 days after his or her receipt of astatement for such amount from the Company and/or (b) the Company shallbe entitled to withhold the amount of any such tax requirements fromany other compensation, expense reimbursement or other payments due tothe Optionee, and to refuse to recognize such option exercise untilfull satisfaction of such tax requirements. Notwithstanding theforegoing, the Company shall have the right to determine from time totime alternative methods to satisfy such withholding tax requirementsrelated to such option, including, but not limited to, the methods setforth in Section 3.4(b) of the Plan. The Optionee further agrees andacknowledges that all other taxes, duties and fees related to suchoption exercise are for the Optionee's own account and must bepaid directly by the Optionee.

SECTION 6.    PlanProvisions to Prevail.    This Agreement shall be subject to allof the terms and provisions of the Plan, which are incorporated hereinand made a part hereof, including, without limitation, the provisionsof Section 2.9(c) of the Plan (generally prohibiting the sale of sharesnot owned or immediately issuable and failure to duly deliver shares insettlement), Section 3.2 of the Plan (generally relating to consentsrequired by securities and other laws), Section 3.5 of the Plan(relating to changes in capitalization) and Section 3.11 of the Plan(generally relating to the effects of certain reorganizations and otherextraordinary transactions). Any term defined in the Plan shall havethe same meaning in this Agreement. In the event there is anyinconsistency between the provisions of this Agreement and the Plan,the provisions of the Plan shall govern.

SECTION7.    Optionee's Acknowledgment.    By enteringinto this Agreement, the Optionee 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 relatingto waivers of claims to continued exercise or vesting of awards,damages and severance entitlements related to non-continuation ofawards), and this Agreement and accepts this option 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. TheOptionee has reviewed with his or her own advisors the tax and otherconsequences of the transactions contemplated by this Agreement. TheOptionee is relying solely on such advisors and not on any statementsor representations of the Company or any of its agents with respect toall matters of this Agreement.

SECTION8.    Nontransferability.    No right granted to theOptionee under the Plan or this Agreement shall be assignable ortransferable by the Optionee (voluntarily or by operation of law),other than by will or by the laws of descent and distribution. Duringthe lifetime of the Optionee, all rights granted to the Optionee underthe Plan or under this Agreement shall be exercisable only by theOptionee.

SECTION 9.     No Rights as aStockholder.    No Optionee or other person exercising an optionshall have any of the rights of a stockholder of the Company withrespect to shares subject to an option until the issuance of a stockcertificate to such person for such shares.

SECTION10.    Legend on Certificates.    The certificatesrepresenting the shares issued by exercise of the option may be stampedor otherwise imprinted with a legend in such form as the Company mayrequire with respect to any applicable restrictions on the sale ortransfer of shares.

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SECTION11.    Conditions.

(a)    Notwithstandinganything contained in this Agreement to the contrary, the grant of theoption pursuant to Section 1 hereof is conditioned upon and subject tothe Optionee's execution and delivery to the Company of anexecuted copy of this Agreement.

(b)    By entering into thisAgreement and as a condition for receiving the grant of the optionpursuant to Section 1 hereof, the Optionee agrees to fully comply inall respects with the terms of the Company's Employee Agreementas to Confidentiality and Non-Competition, whether or not the Optioneeis a signatory thereof, with the same effect as if the same were setforth herein in full. A copy of the Employee Agreement as toConfidentiality and Non-Competition is attached hereto and made a parthereof.

(c)    The option which is the subject of thisAgreement was granted under the Plan on [                , 200  ] subject to the approval of the Plan bythe Company's stockholders at the Company's Annual Meetingof Stockholders on [                 , 200  ],which approval was granted.

SECTION12.    Notices.    Any notice to be given to theCompany 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 Optionee bynotice as provided herein. Any notice to be given to the Optioneehereunder shall be addressed to the Optionee at the address set forthbelow, or at such other address as the Optionee may hereafter designateto the Company by notice as provided herein. Notices hereunder shall bedeemed to have been duly given when received by personal delivery or byregistered or certified mail to the party entitled to receive thesame.

SECTION 13.    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 Optionee.

SECTION 14.    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.

SECTION15.    Modifications to Agreement; Waivers.    ThisAgreement may not be altered, modified, changed or discharged, exceptby a writing signed by or on behalf of both the Company and theOptionee. The failure of the Company to enforce at any time anyprovision of this Agreement shall in no way be construed to be a waiverof such provision or of any other provision hereof.

SECTION16.    Other Company Actions.    Nothing contained inthis Agreement shall be construed to prevent the Company from takingany action which is deemed by it to be appropriate or in its bestinterest, whether or not such action would have an adverse effect onthe option granted under this Agreement. Neither the Optionee nor anyother person shall have any claim against the Company as a result ofany such action.

SECTION 17.    CommitteeAuthority.    The Committee shall have full authority tointerpret, construe and administer the terms of this Agreement in itssole discretion. The determination of the Committee as to any suchmatter of interpretation, construction or administration shall befinal, binding and conclusive on all parties.

SECTION18.    No Violation of Securities Laws; Securities TradingPolicy.

(a)    The Company shall not be obligated to makeany payment or permit any sale of stock subject to an option hereunderif such payment, in the opinion of counsel for the Company, wouldviolate any applicable securities laws. The Company shall be under noobligation to register any shares of Common Stock or any other propertypursuant to any securities laws on account of the transactionscontemplated by this Agreement.

(b)    It is understood andagreed that under the Company's Confidentiality of Informationand Securities Trading Policy, as is in effect from time to time (the"Trading Policy"), employees and Directors

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of the Company, including grantees of options,may be restricted from selling shares of Common Stock during certain"restricted periods." As of the date of thisAgreement, the "restricted periods" commenceon the first day of each fiscal quarter of the Company (i.e., April 1,July 1, October 1 and January 1) and continue until two business daysafter the public release of the Company's earnings for the priorquarter (this period may change from time to time). Accordingly, thegrantee's ability to "sell shares" topay the exercise price of such option may be restricted.

SECTION19.    Severability.    Notwithstanding any otherprovision of this Agreement, if any provision of this Agreement is orbecomes or is deemed to be invalid, illegal, or unenforceable in anyjurisdiction or as to any person, such provision shall be construed ordeemed 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 20.    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 21.    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 22.    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 Optioneehave 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.

SECTION23.    Counterparts.    This Agreement may beexecuted 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.

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