STOCK COMPENSATION PLAN

Revlon maintains the Fourth Amended and Restated Revlon, Inc. Stock Plan (the "Stock Plan"), which provides for awards of stock options, stock appreciation rights, restricted or unrestricted stock and restricted stock units ("RSUs") to eligible employees and directors of Revlon and its affiliates, including Products Corporation. An aggregate of 6,565,000 shares were reserved for issuance as Awards under the Stock Plan, of which there remained approximately 1.9 million shares available for grant as of June 30, 2019. In July 2014, the Stock Plan was amended to renew the Stock Plan for a 7-year renewal term expiring on April 14, 2021.

Long-Term Incentive Program

The Company's LTIP RSUs consist of time-based RSUs and performance-based RSUs. Time-based RSUs are scheduled to vest ratably over a 3-year service period, while performance-based RSUs are scheduled to vest based on the achievement of certain Company performance metrics and cliff-vest at the completion of a 3-year performance period.

The fair value of the LTIP RSUs is determined based on the NYSE closing share price on the grant date.

During the three months ended June 30, 2019, the Company granted 884,412 time-based and performance-based RSU awards under the Stock Plan (the "2019 LTIP RSUs").

During the six months ended June 30, 2019, the activity related to time-based and performance-based LTIP RSUs previously granted to eligible employees and the grant date fair value per share related to these LTIP RSUs were as follows:



	Time-Based LTIP				Performance-Based LTIP
	RSUs (000's)		Weighted-Average Grant Date Fair Value per RSU		RSUs (000's)		Weighted-Average Grant Date Fair Value per RSU
Outstanding as of December 31, 2018
2018	434.7		$	19.11	434.7		$	19.11
2017 ^(a)	156.4		19.70		156.4		19.70
Total LTIP RSU's Outstanding as of December 31, 2018	591.1				591.1
LTIP RSU's Granted
2019	442.2		22.55		442.2		22.55
Total LTIP RSU's Granted	442.2				442.2
LTIP RSU's Vested
2019	—		—		—		—
2018	(132.8	)	19.06		—		—
2017 ^(a)	(67.4	)	19.70		—		—
Total LTIP RSU's Vested	(200.2	)			—
LTIP RSU's Forfeited/Canceled
2019	—		—		—		—
2018	(40.8	)	19.70		(44.4	)	19.70
2017 ^(a)	(25.2	)	19.70		(28.9	)	19.70
Total LTIP RSU's Forfeited/Canceled	(66.0	)			(73.3	)
Outstanding as of June 30, 2019
2019	442.2		22.55		442.2		22.55
2018	261.1		19.05		390.3		19.05
2017 ^(a)	63.8		19.70		127.5		19.70
Total LTIP RSU's Outstanding as of June 30, 2019	767.1				960.0

^(a)The 2017 time-based and performance-based LTIP RSUs are recognized over a 2-year service and performance periods, respectively.

Time-Based LTIP RSUs

The Company recognized a net adjustment to compensation expense related to the time-based LTIP RSUs of $1.3 million for the six months ended June 30, 2019. As of June 30, 2019, the Company had $14.5 million of total deferred compensation expense related to non-vested, time-based LTIP RSUs. The cost is recognized over the vesting period of the awards, as described above. One tranche of time-based LTIP RSUs vested during the six months ended June 30, 2019.

Performance-based LTIP RSUs

The Company recognized a net adjustment to compensation expense related to the performance-based LTIP RSUs of $1.0 million for the six months ended June 30, 2019. As of June 30, 2019, the Company had $15.8 million of total deferred compensation expense related to non-vested, performance-based LTIP RSUs. The cost is recognized over the service period of the awards, as described above. No performance-based LTIP RSUs vested during the six months ended June 30, 2019.