237 Park Avenue
	 

	 
		New York, New York 10017
	 

	 
		TERMS NOT FINAL OR AUTHORIZED UNTIL
		EXECUTED
	 

	 
		BY COMPANY OFFICER WITH APPROPRIATE
		AUTHORITY
	 

	 
		As of September 18, 2006
	 

	 
		Jack L. Stahl
	 

	 
		15 West 63rd Street
	 

	 
		Apartment 23B
	 

	 
		New York, New York 10023
	 

	 
		Dear Jack:
	 

	 
		This letter agreement and release (the
		“Agreement”) confirms the agreement entered into between you and the
		Company regarding the termination of your employment with the Company effective
		September 18, 2006 (the “Resignation Date”) and explains the package
		of separation pay and benefits that has been specially developed for you in
		full bargained for release and settlement of any and all claims that you have
		presently, may have or have had in the past arising from your employment and
		your separation from your employment with the Company up to and including the
		Effective Date of this Agreement, including, without limitation, any claims
		under the Employment Agreement between you and the Company dated as of February
		17, 2002, as amended by the First Amendment to Employment Agreement effective
		as of December 17, 2004 (collectively referred to as the “Employment
		Agreement”). For purposes of this Agreement, the term the
		“Company” includes Revlon Consumer Products Corporation
		(“RCPC”), Revlon, Inc. and any of each of their past, present or
		future parent and subsidiary corporations, affiliates, divisions, successors
		and assigns (whether or not incorporated) and any of their past, present or
		future employees, agents, assigns, officers, directors and shareholders whether
		acting in their individual or representative capacity. It is understood that
		you and the Company are entering into this Agreement knowingly and
		voluntarily.
	 

	 
		1. RESIGNATION AS DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE
		OFFICER. It is understood and agreed
		that you are resigning from your position as Director, President and Chief
		Executive Officer of Revlon, Inc. and RCPC, effective as of the Resignation
		Date, and you agree that you will execute all documents requested in order to
		effectuate this resignation, as well as to resign from any and all other
		directorships, officerships and other positions with the Company.
		Notwithstanding the foregoing, during the period from the Resignation Date
		until October 19, 2006, you will serve as an unpaid advisor to the
		Company’s Chief Executive Officer of the Company and shall provide such
		assistance as may be reasonably requested by the CEO or his designees in order
		to ensure a smooth and effective transition of your functions and
		responsibilities to your successor CEO and his designees. 
	 

	 
		 
	 


	 

	 
	 

	 

	 
		2. CONSIDERATION IN SETTLEMENT. Accordingly, if you execute this Agreement (and do
		not revoke it pursuant to Section 13), continue to perform your duties and
		responsibilities in a professional and satisfactory manner until the
		Resignation Date and fully comply with the Agreement’s terms and
		conditions:
	 

	 
		a) SEVERANCE PAY.
		
	 

	 
		i) You will receive severance pay, less
		applicable withholdings and deductions, for a total of thirty-six (36) months,
		or such shorter period as provided in subsection 2(a)(iii) herein, with such
		period to be referred to herein as the “Salary Continuation Period.”
		Your severance pay will be at your base rate of pay in effect on your
		Resignation Date (i.e., at the rate of $1,300,000 per annum) and will be
		payable as follows: (1) for the period beginning on your Resignation Date to
		March 19, 2007, you will receive severance pay in an amount equal to your
		required contribution (at the active employee contribution rate, as in effect
		from time to time) to the cost of your participation in the Company’s
		group medical, dental and/or vision insurance benefit plans (at the level of
		your participation immediately prior to the Resignation Date, subject to the
		terms and conditions of such plans, as in effect and amended from time to
		time); (2) on the first payroll pay date following March 19, 2007 (the
		“Lump Sum Payment Date”), you will be paid a lump sum payment in the
		gross amount of approximately $650,000, less applicable withholdings and
		deductions, and (3) during the remainder of the Salary Continuation Period
		after March 19, 2007, you will receive severance pay at your base rate of pay
		in effect on your Resignation Date, less applicable withholdings and
		deductions, payable on a bi-weekly basis. You agree that if any amount of
		withholdings are required by the Company in respect of the Mortgage Loan
		Forgiveness and/or Tax Loan Forgiveness under subsections 2(g) and 2(h) below,
		that the Company may withhold any such amounts from any severance payments
		payable to you under this subsection 2(a)(i).
	 

	 
		ii) Through March 19, 2008, any severance
		payments payable to you under this subsection 2(a) will not be reduced by any
		compensation payable to you through other employment, a consultancy or any
		other source. Thereafter, your entitlement to severance pay under this
		subsection shall be reduced by any compensation earned by you after March 19,
		2008 from any source during the remainder of the Salary Continuation Period,
		other than royalties earned on “Frameworks for Leadership
		Success” (the working title), and
		you agree that you will immediately notify the Company’s Chief Legal
		Officer when you receive any such compensation.
	 

	 
		iii) Notwithstanding anything to the
		contrary above, all severance payments to you under this subsection 2(a) shall
		immediately cease and you shall have no entitlement to any further compensation
		under this subsection 2(a) on such date that the aggregate gross amount of
		severance payments to you under subsection 2(a)(i) plus the sum of (x) the
		amount of the Mortgage Loan Forgiven pursuant to subsection 2(g) below and (y)
		the amount of the Tax Loan Forgiven pursuant to subsection 2(h) below have
		totaled $6 million. 
	 

	 
		b) BENEFITS CONTINUATION PERIOD. For purposes of this Agreement, the “Benefits
		Continuation Period” shall mean the period from the Resignation Date until
		September 18, 2009.
	 

	 
		 
	 

	 
		 
	 

	 
		Page 2 of 15
	 

	 
		 
	 


	 

	 
	 

	 

	 
		c) CONTINUATION OF MEDICAL, DENTAL AND/OR VISION INSURANCE
		BENEFITS. You will be permitted to
		continue participation in the Company’s group and executive medical,
		dental and/or vision insurance benefit plans at the level of your participation
		immediately prior to the Resignation Date (for example, Employee, Employee +1,
		Family levels, etc.), subject to the terms and conditions of such plans (other
		than any condition requiring continued employment with the Company), as in
		effect and amended from time to time, and at the contribution level in effect
		for active employees until (i) the end of the Benefits Continuation Period or
		(ii) you become eligible for coverage under medical and/or dental insurance
		benefit plans, as the case may be, of another company, whichever occurs first.
		Notwithstanding the preceding sentence, you shall not be entitled to submit any
		claims for reimbursement under the Company’s executive medical plan until
		after March 19, 2007. You will be permitted to have the period of continuation
		of medical and/or dental insurance benefits under COBRA (which is generally a
		period of 18 months) commence upon expiration of the Benefits Continuation
		Period or such earlier date as is triggered under subsection (ii) in the
		preceding sentence. As a condition of your continued coverage of medical and/or
		dental insurance benefits under COBRA, you (or your eligible dependents) will
		be required to contribute on a timely basis at the applicable COBRA
		contribution rate, as in effect from time to time. Details regarding your
		required contributions will be provided by the Company’s COBRA
		administrator at an appropriate time. You will immediately notify the
		Company’s Chief Legal Officer when you become eligible for coverage under
		medical, dental and/or vision insurance benefit plans of another company.
		
	 

	 
		d) CONTINUATION OF LIFE / AD&D
		INSURANCE. Your Basic Life Insurance
		coverage under the Revlon Life and Accident Insurance Program (the
		“Program”) will be continued at no cost to you for a period of
		twenty-four (24) months following the Resignation Date. In addition, you can
		continue any Supplemental Accidental Death and Dismemberment, Dependent Life
		and/or Dependent Accidental Death and Dismemberment insurance coverage
		previously elected by you under the Program at your expense during this period.
		During the Benefits Continuation Period, the Company will continue to make
		available to you supplemental term life insurance coverage with a death benefit
		of $10,000,000, subject to any required medical examinations, to which you
		hereby agree to submit, and the Company will reimburse you for the premium
		expense related thereto. Such supplemental coverage shall be provided pursuant
		to the Company’s optional supplemental term insurance program, to the
		extent available, or to the extent not available, you may select a plan of your
		choice and you may designate the beneficiary of such plan. After the expiration
		of the coverage periods described above, you will be advised of any options you
		may have to convert the insurance coverages described above to an individual
		policy at your own expense, and, at your written request, information regarding
		such conversion options will be provided to you at that time.
	 

	 
		e) RETIREMENT BENEFITS. In furtherance of your retirement benefit
		expectations, and without limiting the Company’s ability to modify, in any
		way, any or all of its defined benefit plans, the Company agrees to guarantee
		you a minimum monthly pension benefit, as set forth below: 
	 

	 
		 
	 

	 
		 
	 

	 
		Page 3 of 15
	 

	 
		 
	 


	 

	 
	 

	 

	 
		i) Commencing with your retirement on or
		after March 1, 2014, the Company shall pay or provide to you a monthly straight
		life annuity pension amount of $13,883.44 (which represents 33.32% of $41,667),
		to be reduced by the actuarial equivalent of all benefits paid or payable
		(calculated on a straight life annuity basis) to or in respect of you under (A)
		the Revlon Employees Retirement Plan, the Revlon Pension Equalization Plan, and
		any successors to either of them, and (B) all other defined benefit retirement
		and defined contribution plans, whether or not tax qualified, maintained at any
		time by the Company, any of your past employers, including, without limitation,
		The Coca-Cola Company, or the affiliates of any of them, in all cases without
		regard to whether the applicable plan has previously terminated, is being
		currently maintained or is established and maintained in the future. Such
		offset for benefits under other plans, including, without limitation, the plans
		of The Coca-Cola Company, or any of its affiliates, shall be determined as of
		the day the pension benefits under this subclause 2(e)(i) starts; shall not be
		subsequently adjusted on account of any subsequent benefit accruals or change
		in benefit amounts expected under such other plans, whether on account of your
		death or otherwise; and shall disregard benefits derived from employee
		contributions and from employer matching contributions under any 401(k) plan.
		If you shall retire on or after March 1, 2009 but prior to March 1, 2014, you
		shall be entitled to receive the pension benefit payable pursuant to this
		subclause 2(e)(i), but subject to actuarial reduction for such early
		commencement.
	 

	 
		ii) You may elect to have the pension
		determined pursuant to subsection 2(e)(i) above paid as an actuarially
		equivalent joint and 50% survivor annuity with your spouse as beneficiary if
		she shall survive you and be legally married to you at the time of your death.
		Such election shall be made by you not later than 90 days before the pension
		benefit is to start and shall take effect only if you and your spouse are alive
		and married to each other on the day the pension starts. If your spouse dies
		after the pension starts and before you, no adjustment shall be made to the
		amount of annual pension payable to you.
	 

	 
		iii) If you die before March 1, 2014, a
		lifetime pension shall be payable to your spouse, if any, to whom you were
		legally married on the date of your death, commencing on March 1, 2014 in a
		monthly amount determined as if you had survived to that date and had then
		elected to have your benefit under subsection 2(e)(i) above paid as an
		actuarially equivalent joint and 50% survivor annuity with your spouse as
		beneficiary.
	 

	 
		iv) For purposes of determining actuarial
		equivalence under subsection 2(e)(i) above, the following assumptions shall be
		used: an interest rate equal to the AA corporate bond long-term rate in effect
		on the first day of the month preceding the month in which the benefit is to
		start, the 1983 Group Annuity Mortality Table, and otherwise the reasonable
		actuarial assumptions and methods selected by the Company’s primary
		actuary in consultation with your financial advisors.
	 

	 
		v) Payments pursuant to this subsection
		2(e) shall be made quarterly or at such more frequent intervals as the Company
		may elect. The Company’s obligation under this subsection 2(e) shall be an
		unsecured, unfunded and unaccrued contingent general obligation of RCPC to be
		satisfied from RCPC’s unsegregated general funds, provided that RCPC shall
		have the right, if it so elects, to defease its obligation hereunder by the
		purchase and delivery to you of an annuity on your life in the amount provided
		for above or to fund its obligation hereunder through the purchase of insurance
		or other instruments, and you agree to comply with 
	 

	 
		 
	 

	 
		 
	 

	 
		Page 4 of 15
	 

	 
		 
	 


	 

	 
	 

	 

	 
		the reasonable requests of RCPC should RCPC
		elect to do so, including by submitting to medical examination required in
		connection with the purchase of any such insurance.
	 

	 
		f) STOCK OPTIONS AND RESTRICTED STOCK. Pursuant to the terms of your Employment Agreement,
		which was approved by the Compensation and Stock Plan Committee of the Board of
		Directors of Revlon, Inc. on November 9, 2004 and by the Board of Directors of
		Revlon, Inc. on December 8, 2004: (a) each stock option grant identified in the
		schedule below shall continue to vest in accordance with its terms as if your
		employment had not terminated and you had remained employed by the Company and
		shall remain exercisable pursuant to the terms and conditions of the Revlon,
		Inc. Amended and Restated Stock Plan (as amended or modified from time to time,
		the “Stock Plan”) until the Grant Expiration Date identified in the
		schedule below; and (b) each grant of restricted shares awarded to you
		identified in the schedule below shall continue to vest pursuant to the terms
		and conditions of the Stock Plan as if your employment had not terminated and
		you had remained employed by the Company, as identified in the schedule
		below:
	 

	 
		 
	 

	 
			
				
				  Date
				

			 	
				
				  Type
				

			 	
				
				  Shares
				

			 	
				
				  Price
				

			 	
				
				  Date Grant Fully
				  Vests
				

			 	
				
				  Grant Expiration Date
				

			 
	
				
				  February 17, 2002
				

			 	

				
				  Stock Option
				

			 	

				
				  400,000
				

			 	

				
				  $3.82
				

			 	

				
				  February 17, 2007
				

			 	

				
				  March 19, 2008
				

			 
	
				
				  May 19, 2003
				

			 	

				
				  Stock Option
				

			 	

				
				  100,000
				

			 	

				
				  $3.09
				

			 	

				
				  May 19, 2007
				

			 	

				
				  May 19, 2008
				

			 
	
				
				  April 14, 2004
				

			 	

				
				  Stock Option
				

			 	

				
				  5,020,000
				

			 	

				
				  $3.03
				

			 	

				
				  December 31, 2007
				

			 	

				
				  December 31, 2008
				

			 
	
				
				  April 14, 2004
				

			 	

				
				  Stock Option
				

			 	

				
				  500,000
				

			 	

				
				  $3.03
				

			 	

				
				  December 31, 2007
				

			 	

				
				  December 31, 2008
				

			 
	
				
				  February 17, 2002
				

			 	

				
				  Restricted Stock
				

			 	

				
				  1,000,000
				

			 	

				
				  $3.82
				

			 	

				
				  February 17, 2007
				

			 	

				
				  not applicable
				

			 
	
				
				  April 14, 2004
				

			 	

				
				  Restricted Stock
				

			 	

				
				  2,400,000
				

			 	

				
				  $3.03
				

			 	

				
				  April 14, 2007
				

			 	

				
				  not applicable
				

			 
	
				
				  April 14, 2004
				

			 	

				
				  Restricted Stock
				

			 	

				
				  300,000
				

			 	

				
				  $3.03
				

			 	

				
				  April 14, 2007
				

			 	

				
				  not applicable
				

			 

 

	 
		g) MORTGAGE LOAN FORGIVENESS. By no later than the later to occur of (x) the tenth
		business day following the Resignation Date or (y) the Effective Date of this
		Agreement, the Company shall forgive the Mortgage Loan between the Company and
		you and Lynn H. Stahl, dated as of April 30, 2002 (the “Mortgage
		Loan”), in its entirety in the amount of $1,871,359.62 (which represents
		the outstanding principal and accrued interest in respect of such loan as of
		September 18, 2006), and such forgiveness shall, for all purposes of this
		Agreement, be deemed to have been an actual payment of a special bonus by the
		Company to you in such amount, and upon such forgiveness the Mortgage Loan and
		the Secured Promissory Note between you and Lynn H. Stahl and the Company,
		dated as of April 30, 2002, shall be terminated and shall have no further force
		or effect.
	 

	 
		h) TAX LOAN FORGIVENESS. Immediately upon the later to occur of the
		Resignation Date or the Effective Date of this Agreement, the Company shall
		forgive the loan made to you by the Company under Section 3.7.2 of your
		Employment Agreement and the Promissory Note Agreement and Pledge Agreement
		attached as Exhibits C and D to the Employment Agreement, in the amount of
		$2,252,337.21 (which represents the outstanding principal and accrued interest
		in respect of such loan as of September 18, 2006), and upon such forgiveness
		all shares pledged in the Pledge Agreement shall be released and the Promissory
		Note Agreement and Pledge Agreement shall be terminated and shall have no
		further force or effect. 
	 

	 
		 
	 

	 
		 
	 

	 
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		i) LEGAL FEES REIMBURSEMENT. The Company will reimburse you for up to $10,000 of
		reasonable and documented legal fees and related expenses incurred by you in
		connection with counsel review of this Agreement, with such reimbursement to be
		paid to you as soon as practicable following March 19, 2007, conditioned upon
		your presentation of documentation of such expenses.
	 

	 
		j) STATEMENT. You
		acknowledge that the statement attached as Exhibit A (the
		“Statement”) has been prepared with and reviewed and approved by you.
		Neither you nor the Company shall make any internal announcements within the
		Company or make any statements to the press, to prospective employers or others
		(other than key personnel of MacAndrews & Forbes Holdings, Inc.) regarding
		your employment that are inconsistent with the attached Statement. The Company
		and you agree to refer all inquiries regarding your employment with the Company
		from prospective employers or others to the Company’s Chief Executive
		Officer or Chief Legal Officer, and not to any other individual employed by or
		affiliated with the Company and that you will not assert any claim against the
		Company based upon, arising out of, related to or in any way connected with its
		responses to inquiries from prospective employers or others, which are not
		inconsistent with the Statement.
	 

	 
		k) NO MITIGATION.
		In no event shall you have any duty to seek other employment.
	 

	 
		3. SECTION 409A.
		The Company’s provision of compensation and benefits under this Agreement
		is being made in good faith compliance with Section 409A of the Internal
		Revenue Code of 1986, as amended, and the regulations promulgated thereunder
		(“Section 409A”). Additionally, it is understood and agreed that the
		schedule for the provision of compensation and benefits provided for in this
		Agreement, including, without limitation, the consideration set forth in
		Section 2 above (CONSIDERATION IN SETTLEMENT), reflects your initial deferral
		election pursuant to Section 409A, if any such election is required. It is
		expressly understood that the Company reserves the right to provide the
		compensation or benefits provided in this Agreement at times and in a manner
		that minimizes taxes, interest or penalties as a result of Section 409A,
		including any required withholdings. 
	 

	 
		4. VACATION.
		Within ten (10) business days of the Resignation Date, you will receive a check
		for any accrued and unused 2006 vacation prorated for the period of your active
		employment with the Company in 2006 through the Resignation Date, less
		applicable withholdings and deductions. 
	 

	 
		5. RELEASE.
		
	 

	 
		a) In exchange for the consideration
		provided to you under this Agreement, you agree to release and hold harmless
		(on behalf of yourself and your family, heirs, executors, administrators,
		successors and assigns) now and forever, the Company from and waive any claim
		in any legal jurisdiction that you have presently, may have or have had in the
		past, known or unknown, against the Company upon or by reason of any matter,
		cause or thing whatsoever, 
	 

	 
		 
	 

	 
		 
	 

	 
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		from the beginning of the world to the date
		of this release, including, without limitation, all claims arising from your
		employment, or separation from your employment, with, the Company, or
		otherwise. Notwithstanding the prior sentence, it is understood and agreed that
		the only rights or claims that you are not releasing and waiving are your
		rights (i) under this Agreement, subject in all cases to the terms and
		conditions hereof, (ii) to the payment of vested benefits (if any) under the
		terms of the Company’s qualified pension plans (the Revlon Employees’
		Retirement Plan and the Revlon Employees’ Savings, Investment and Profit
		Sharing Plan), as amended from time to time, (iii) under the Stock Plan or (iv)
		to indemnification as provided in Section 17 (INDEMNIFICATION) below.
	 

	 
		b) Revlon (defined for purposes of this
		subsection only as the corporate entities Revlon, Inc., RCPC, their respective
		subsidiaries and their respective successors and assigns) hereby waives,
		releases and gives up any and all claims in any legal jurisdiction that Revlon
		has presently, may have or has had in the past against you, your heirs,
		executors, successors and assigns upon or by reason of any matter, cause or
		thing whatsoever, from the beginning of the world to the date of this release,
		which Revlon actually knew, or reasonably should have known, on or prior to the
		date of your execution of this Agreement, including, without limitation, all
		claims arising from your employment, or separation from your employment, with
		the Company or otherwise, except that the release in this subsection shall not
		apply to any claim which directly or indirectly results from any breach of
		fiduciary duties as a director or executive officer, any violation of law by
		you, or any breach by you of this Agreement and/or the agreements incorporated
		by reference. Revlon represents that as of the date hereof, Revlon, Inc. and
		RCPC have no actual knowledge of any breach of fiduciary duties as a director
		or executive officer by you or any violation of law by you.
	 

	 
		6. EXTENT OF RELEASE. Without limiting the generality of the preceding
		“GENERAL RELEASE” Section, this Agreement is intended to and shall
		release the Company from any and all claims or rights arising under any
		federal, state or local statute (including, without limitation, Title VII of
		the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967,
		the Equal Pay Act, the Americans with Disabilities Act of 1990, the Employee
		Retirement Income Security Act of 1974, the Family and Medical Leave Act of
		1993, the Fair Labor Standards Act, the Older Workers Benefit Protection Act of
		1990, the Civil Rights act of 1866, the Civil Rights Act of 1991, the Workers
		Adjustment and Retraining Act, the New York State Human Rights Law, the New
		York City Administrative Code, and all other statutes regulating the terms and
		conditions of your employment, in each case, as amended), regulation or
		ordinance, under the common law or in equity (including any claims for wages,
		wrongful discharge, discrimination, retaliation, whistleblower claims, any tort
		claims, or otherwise), or under any policy, agreement, understanding or
		promise, written or oral, formal or informal, between the Company and you,
		including, without limitation, any claim you might have for severance,
		termination or severance pay in any legal jurisdiction, or pursuant to the
		Company’s severance policies or practices as from time to time in effect,
		or otherwise.
	 

	 
		7. RIGHT TO COUNSEL. The Company hereby advises you that you should
		consult with an attorney prior to execution of this Agreement. You acknowledge
		that you understand it is in your best interest to have this document reviewed
		by an attorney of your own 
	 

	 
		 
	 

	 
		 
	 

	 
		Page 7 of 15
	 

	 
		 
	 


	 

	 
	 

	 

	 
		choosing and at your own expense, and you
		hereby acknowledge that you have been afforded a period of at least twenty-one
		(21) days during which to consider this Agreement and to have it reviewed by
		your attorney, and you represent that you have done so.
	 

	 
		8. FREE WILL. You
		are entering into this Agreement of your own free will and without coercion,
		intimidation or threat of retaliation. You acknowledge and agree that the
		Company has not exerted any undue pressure or influence on you in this regard.
		You acknowledge that you have had reasonable time to determine whether entering
		into this Agreement is in your best interest and you have read and fully
		understand the terms set forth in this Agreement. You understand that if you
		request additional time to review the provisions of this Agreement, a
		reasonable extension of time will be granted.
	 

	 
		9. ADEQUACY OF CONSIDERATION. The consideration provided to you under the entirety
		of this Agreement, including, without limitation, that consideration provided
		under Section 2 (CONSIDERATION IN SETTLEMENT) above, which you agree is
		adequate consideration to support this Agreement, is not required under the
		Company’s policies or otherwise and you acknowledge that you know of no
		circumstances other than you agreeing to the terms of this Agreement which
		would require the Company to provide such consideration. The Company agrees
		that your obligations and the consideration provided by you herein are adequate
		consideration to support this Agreement, including, without limitation, the
		release in subsection 5(b) above. You acknowledge that no representations of
		any kind or character have been made by the Company to induce your execution of
		this Agreement and that the only representations made to you in order to obtain
		your consent to this Agreement are as stated herein.
	 

	 
		10. RESTRICTIONS.
		You represent and warrant that neither you, nor any person, organization or
		entity acting on your behalf, has filed or initiated any complaint, charge,
		claim or proceeding against the Company before any local, state or federal
		agency, court or other body relating to your employment or the termination
		thereof (each individually a “Proceeding”). To the fullest extent
		permitted by law, you waive any right you may have to benefit in any manner
		from any relief (whether through an award of money, equitable relief or
		otherwise) arising out of any past, present or future Proceeding, including,
		without limitation, any Proceeding conducted by the Equal Employment
		Opportunity Commission (“EEOC”). In addition to the release of all
		claims you have against the Company under the “GENERAL RELEASE” AND
		“EXTENT OF RELEASE” in Sections 5 and 6 above, you further agree, to
		the extent permitted by law, not to instigate, encourage, or voluntarily assist
		or participate in an action or proceeding commenced by any person or other
		entity against the Company.
	 

	 
		11. PENALTIES. If
		you fail to abide by any of the terms of Sections 5, 6, 10 or 15 of this
		Agreement or if you fail in any material respect to abide by the terms of
		Sections 12 and 16 of this Agreement, the Company may, except as otherwise
		prohibited by law, reclaim any amounts paid or forgiven under this Agreement,
		without waiving the release granted herein, and terminate any benefit or
		payments that are due under this Agreement, in addition to any other remedies
		it may have. 
	 

	 
		 
	 

	 
		 
	 

	 
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		12. COOPERATION.
		Upon request, you agree to give your assistance and cooperation willingly in
		any matter relating to your expertise or experience as the Company may
		reasonably request, including your attendance and truthful testimony where
		deemed appropriate by the Company, with respect to any investigation or the
		Company’s defense or prosecution of any existing or future claims or
		litigations relating to matters in which you were involved or potentially have
		knowledge by virtue of your employment with the Company. Such assistance and
		cooperation shall be provided by you without fee or charge, other than
		reasonable travel expenses and disbursements. Assistance shall be given during
		regular business hours at locations and times mutually agreed upon by you and
		the Company, with due regard to your availability given your then
		applicable employment, except with respect to mandated court appearances for
		which you will make yourself available upon reasonable advance notice.
	 

	 
		13. REVOCATION AND EFFECTIVE DATE. This Agreement may be revoked by you within the seven
		(7) days after the date on which you sign this Agreement and you understand
		that this Agreement and your eligibility to receive any compensation and/or
		benefits under the Agreement shall not become binding or enforceable until this
		seven (7) day period has expired without you having so revoked. This Agreement
		shall become effective on the eighth (8th) day following your signing of this
		Agreement (the “Effective Date”) provided that you have not revoked
		the Agreement. Any such revocation must be made in a signed letter executed by
		you stating specifically that you are revoking your acceptance of this
		Agreement and received by the Company at the following address no later than
		5:00 p.m. New York time on the seventh day after you have executed this
		Agreement: Robert K. Kretzman, Executive Vice President, General Counsel and
		Chief Legal Officer, Revlon Consumer Products Corporation, 237 Park Avenue, New
		York, New York 10017. You understand that if you revoke this Agreement, this
		Agreement and your eligibility to receive any compensation and/or benefits
		under the Agreement will not be effective or enforceable and you will not be
		entitled to any payments and benefits hereunder. You understand and agree that
		you would not receive the payments and benefits set forth in this Agreement,
		except for your execution of this Agreement and the fulfillment of your
		promises, obligations and covenants set forth herein. The terms of this
		Agreement are not final and authorized until this Agreement is executed by a
		Company officer with appropriate authority. Until such execution by a Company
		officer, the Agreement shall be considered to be a draft for discussion
		purposes.
	 

	 
		14. NOTICE. Any
		notice to be given under this Agreement shall be given in writing and delivered
		either personally or sent by certified mail to the Company c/o Robert K.
		Kretzman at the above address and to you at your address in the Company’s
		records.
	 

	 
		15. CONFIDENTIALITY
		/ NON-COMPETITION.
	 

	 
		a) In consideration of the payments and
		benefits provided in this Agreement, you agree to comply with and perform each
		and every covenant and undertaking set forth in any agreements related to
		non-competition or trade secrets, confidential information and/or work product
		previously executed by you, including, without limitation, the Employee
		Agreement as 
	 

	 
		 
	 

	 
		 
	 

	 
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		to Confidentiality and Non-Competition,
		which you executed on February 8, 2006 (the “Non-Competition
		Agreement”), to the same extent as if the same were fully set forth
		herein, with the express understanding that the non-solicitation covenants in
		Sections 7(b) and 7(c) of the Non-Competition Agreement shall remain in effect
		until December 31, 2007 and the non-competition covenant in Section 9 of the
		Non-Competition Agreement shall remain in effect until September 18,
		2009.
	 

	 
		b) In addition to any agreement related to
		trade secrets, confidential information and/or work products previously
		executed by you, (including, without limitation, the Non-Competition Agreement
		executed by you), you agree that you will not at any time divulge to any other
		entity or person any confidential information acquired by you concerning the
		Company’s or its affiliates’ business results, financial condition,
		marketing plans, strategic plans, new product development plans, advertising
		strategies and plans, trademarks, patents, copyrights and other designs and
		intellectual property, financial affairs, business processes or methods or
		their research, development or marketing programs or plans, any other of its or
		their trade secrets, any information regarding personal matters of any
		directors, officers, employees or agents of the Company or their respective
		family members, any information concerning this Agreement or the terms herein,
		or any information concerning the circumstances of your employment with and
		your separation from your employment with the Company, or any information
		regarding discussions related to any of the foregoing or make, write, publish,
		produce or in any way participate in placing into the public domain any
		statement, opinion or information with respect to any of the foregoing or which
		reflects adversely upon or would reasonably impair the reputation or best
		interests of the Company or any of its directors, officers, employees or agents
		or their respective family members, except in each
		case (i) information which is required to be disclosed by court order,
		subpoena or other judicial process, (ii) information regarding your job
		responsibilities and performance during your employment with the Company to
		prospective employers in connection with an application for employment, (iii)
		information regarding the financial terms of this Agreement to your spouse or
		your tax or financial advisor for purposes of obtaining tax or financial advice
		provided that such persons are made aware of and agrees to comply with the
		confidentiality obligation, or (iv) information which is necessary to be
		disclosed to your attorney to determine whether you should enter into this
		Agreement. The foregoing prohibitions shall include, without limitation,
		directly or indirectly publishing (or causing, participating in, assisting or
		providing any statement, opinion or information in connection with the
		publication of) any diary, memoir, letter, story, photograph, interview,
		article, essay, account or description (whether fictionalized or not)
		concerning any of the foregoing, publication being deemed to include any
		presentation or reproduction of any written, verbal or visual material in any
		communication medium, including any book, magazine, newspaper, internet
		publication or discussion group, theatrical production or movie, or television
		or radio programming or commercial, other than publication of your book with
		the working title “Frameworks for
		Leadership Success” in the exact
		form approved by the Company on May 1, 2006 subject only to minimal editorial
		changes. In addition to any and all other remedies available to the Company for
		any violation of this Section, you agree to immediately remit and disgorge to
		the Company any and all payments paid or payable to you in connection with or
		as a result of engaging in any of the above acts. In the event that you are
		
	 

	 
		 
	 

	 
		 
	 

	 
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		required to make disclosure under any court
		order, subpoena or other judicial process which in any way relates to your
		employment with the Company, you will promptly notify the Company, take all
		reasonable steps requested by the Company to defend against the compulsory
		disclosure and permit the Company to participate with counsel of its choice in
		any proceeding relating to the compulsory disclosure. You acknowledge that all
		information the disclosure of which is prohibited by this Section is of a
		confidential and proprietary character and of great value to the Company and
		that a breach of this Section will constitute a material breach of this
		Agreement, which will cause the Company to suffer immediate, substantial and
		irreparable injury. You confirm that, as of the date of your execution of this
		Agreement, you have not violated the terms of this Section 15 (CONFIDENTIALITY
		/ NON-COMPETITION).
	 

	 
		16. RETURN OF COMPANY PROPERTY. You understand and agree that you are obligated to
		return all Revlon property in your possession or control, as required under the
		Employee Agreement as to Confidentiality and Non-Competition, including,
		without limitation, computer disks or data (including, data retained on any
		computer), mobile phones, home-office equipment or computers purchased or
		provided by the Company, any keys, identification and access cards, records,
		documents, files or other materials, and your Company-provided automobile. By
		executing this Agreement, you represent and agree that you (i) have returned to
		the Company all Company property in your possession or control, (ii) have
		removed any and all computer data relating to the Company’s confidential
		information and trade secrets from any personal computer(s) in your possession
		or control, and (iii) have not retained any such computer data (or copies
		thereof) in any form. Notwithstanding anything to the contrary in this Section
		16, the Company agrees that you may retain without any payment required by you,
		the blackberry provided by the Company to you and the laptop computer provided
		by the Company to you for use in your home, provided that as soon as possible
		following the Resignation Date, you will return such blackberry and laptop
		computer to the Company, to the attention of Robert K. Kretzman, for a
		temporary period for purposes of deletion of confidential and proprietary
		data.
	 

	 
		17. INDEMNIFICATION. RCPC and/or Revlon, Inc. will indemnify you, to the
		maximum extent permitted by applicable law, against all costs, charges and
		expenses incurred or sustained by you in connection with any action, suit or
		proceeding to which you may be made a party, brought by any shareholder of
		RCPC, Revlon, Inc. or any of their subsidiaries directly or derivatively or by
		any third party by reason of any act or omission by you as an officer, director
		or employee of RCPC or Revlon, Inc. or of any their subsidiaries or affiliates.
		In addition, you will continue to have the benefit of the Company’s
		directors and officer’s liability insurance policy in respect of your
		prior service as an officer, director or employee of the Company to the same
		extent as the other officers and directors of the Company.
	 

	 
		18. NON-ADMISSION.
		Nothing contained in this Agreement shall be deemed or construed as an
		admission of wrongdoing or liability on the part of either you or the
		Company.
	 

	 
		19. SEVERABILITY CLAUSE. Should any provision or part of this Agreement be
		found to be invalid or unenforceable, only that particular provision or part so
		found and not the entire agreement shall be inoperative.
	 

	 
		 
	 

	 
		 
	 

	 
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		20. ASSIGNMENT.
		This Agreement may be assigned by the Company to (i) any affiliate of the
		Company or (ii) any non-affiliate of the Company that shall acquire all or the
		greater part of the business and assets of the Company. In the event of any
		such assignment, the Company shall cause such affiliate or non-affiliate, as
		the case may be, to assume the obligations of the Company hereunder with the
		same effect as if such assignee were the “Company” hereunder, and, in
		the case of such assignment to a non-affiliate, the Company and its affiliates
		shall be released from all liability hereunder. This Agreement is personal to
		you and you may not assign any rights or delegate any responsibilities
		hereunder without the Company’s prior written approval.
	 

	 
		21. NON-ALIENATION. You shall not have any right to pledge, anticipate or
		in any way create a lien upon any payment or benefit provided under this
		Agreement, and no such payment or benefit shall be assignable in anticipation
		of payment, either by voluntary or involuntary acts or by operation of
		law.
	 

	 
		22. OFFSET. You
		hereby authorize the Company to offset any sums owed by you to the Company
		against the severance pay payable to you pursuant to this Agreement, to the
		fullest extent permitted under applicable law.
	 

	 
		23. GOVERNING
		LAW AND CHOICE OF FORUM. This
		Agreement shall be governed by, and construed pursuant to, the laws of the
		State of New York applicable to transactions executed and to be wholly
		performed in New York between residents thereof, without regard to conflicts of
		laws, except as otherwise preempted by the laws of the United States. The
		parties consent and agree to the exclusive jurisdiction of the Federal and
		State courts sitting in the City and State of New York for all purposes.
	 

	 
		24. ENTIRE AGREEMENT. This Agreement and any attachments or exhibits hereto
		expressly supersede any and all previous understandings and agreements between
		the Company and you and constitute the sole and exclusive understanding between
		the Company and you concerning the subjects set forth herein, other than any
		agreements related to non-competition or trade secrets, confidential
		information and/or work product previously executed by you (including your
		Non-Competition Agreement), the terms of which remain in full force and effect.
		This Agreement and any attachments or exhibits hereto may not be altered,
		modified, changed or discharged except in a writing signed by you and the
		Company. You understand and agree that other than as set forth in this
		Agreement and the attachments or exhibits hereto, you will not receive any
		compensation, payments or benefits of any kind from the Company and you
		expressly agree that you are not entitled to, and have no right to, any
		additional compensation, payments or benefits other than the payment of vested
		benefits under the terms of the Company’s qualified pension plans, as
		amended from time to time.
	 

	 
		 
	 

	 
		 
	 

	 
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		If the foregoing text of this document
		correctly reflects our mutual agreements, please execute and return to the
		undersigned the two originals of this Agreement.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Sincerely,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
 
 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  REVLON CONSUMER PRODUCTS
				  CORPORATION
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Robert K. Kretzman
				

			 
	 	 	 	
				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Robert K. Kretzman

				  Executive Vice President,

				  General Counsel and Chief Legal Officer
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		AGREEMENT AND
	 

	 
		ACKNOWLEDGMENT
	 

	 
		I, JACK L. STAHL,
		acknowledge receipt of the Letter Agreement and Release and I agree to all the
		terms and conditions set forth in the Letter Agreement and Release. I have read
		and fully understand the meaning and effect of the terms set forth in the
		Letter Agreement and Release and enter into such agreement of my own free will
		and without coercion, intimidation or threat of retaliation. I also acknowledge
		and understand that I have been afforded twenty-one (21) days to consider the
		Letter Agreement and Release and to have the agreement reviewed by my attorney
		if I so choose. I acknowledge that if I execute this Letter Agreement and
		Release prior to the expiration of the twenty-one (21) day period or
		if I choose to forego the advice of an attorney, I do so freely, knowingly and
		voluntarily and waive any and all future claims that such action or actions
		would affect the validity of this Letter Agreement and Release.
	 

	 
		 
	 

	 	
			 
				Date: 
			 

		  	
			 
				 September 19, 2006 
			 

		  	 
	 	 	 
	
			 
				Name: 
			 

		  	
			 
				/s/ Jack L. Stahl 
			 

		  	 
	 	
			 
 	 


	 
		 
	 

	 
		 
	 

	 
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