REVLON INC /DE/
REVLON, INC. EXHIBIT 10.35
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>2
<FILENAME>a4788051ex1035.txt
<DESCRIPTION>REVLON, INC. EXHIBIT 10.35
<TEXT>
                                                                   EXHIBIT 10.35

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                     ---------------------------------------

     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), effective as of
December 17, 2004, to the employment agreement, dated as of February 17, 2002
(the "Agreement"), between REVLON CONSUMER PRODUCTS CORPORATION ("RCPC" and
together with its parent Revlon, Inc. and its subsidiaries, the "Company") and
Jack L. Stahl (the "Executive").

     WHEREAS, pursuant to the Executive's existing employment agreement with
RCPC, the Executive and RCPC established an initial employment term of three
years, subject to automatic renewals;

     WHEREAS, the Executive and RCPC wish to affirm their commitment to one
another, and to establish a new employment term commencing as of the effective
date of this Amendment and expiring on February 16, 2008, subject to automatic
renewals; and

     WHEREAS, in recognition of the Company and the Executive's belief in the
long-term equity value of the Company and their mutual desire to further align
his interests with those of the Company's shareholders, the parties hereto wish
to amend the Executive's existing stock option and restricted share awards to
provide that if the Executive's employment is terminated by the Company without
"Cause" (as defined in the Agreement) or by him for "Good Reason" (as defined in
the Agreement), such awards shall continue to vest in accordance with their
terms as if his employment had not been terminated and he had remained employed
by the Company.

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:

     1. Defined Terms. Unless otherwise defined herein, capitalized terms used
herein which are defined in the Agreement are used as therein defined.

     2. The Term. Section 2.2(i) of the Agreement is hereby amended to read as
follows:

     "The Term shall initially be scheduled to end on February 16, 2008. At any
     time on or after February 17, 2005, RCPC shall have the right to give
     written notice of non-renewal of the Term. In the event RCPC gives such
     notice of non-renewal, the Term automatically shall be extended so that it
     ends 36 months after the last day of the month in which RCPC gives such
     notice. If RCPC shall not theretofore have given such notice, from and
     after February 17, 2005 unless and until RCPC gives written notice of
     non-renewal as provided in this Section 2.2, the Term automatically shall
     be extended day-by-day so that the Term is never less than 36 months; upon
     the giving of any such notice by RCPC, the Term automatically shall be
     extended so that it ends 36 months after the last day of the month in which
     RCPC gives such notice. Non-extension of the Term shall not be deemed to be
     a breach of this Agreement by RCPC for purposes of Section 4.4."

                                       6
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     3. Equity. Two additional sentences are hereby added to the end of Section
3.3 of the Agreement as follows:

     "During the Term, the Executive shall be considered for recommendation to
the Compensation Committee or other committee of the Board (the "Compensation
Committee") administering the Amended and Restated Revlon, Inc. Stock Plan (or
any plan that may replace it) and/or any other long-term incentive compensation
plan of the Company as from time to time in effect, for awards of stock options,
restricted shares or other awards, at levels and on terms consistent with the
Company's long-term incentive compensation programs and policies as in effect
from time to time commensurate with his position as President and CEO of the
Company. If the Company shall terminate the Executive's employment without Cause
pursuant to Section 4.4 or if the Executive shall terminate his employment for
Good Reason pursuant to Section 4.4, each option award and each restricted share
award held by the Executive as of the effective date of the First Amendment to
this Agreement, specifically the option awards granted on (a) February 17, 2002
(the "2002 Existing Option Award"), (b) May 19, 2003 (the "2003 Existing Option
Award"), and (c) April 14, 2004 (the "2004 Existing Option Award")
(collectively, the "Existing Option Awards") and the restricted share awards
granted on February 17, 2002 and April 14, 2004 (collectively, the "Existing
Restricted Share Awards" and, together with the Existing Option Awards, the
"Existing Equity Awards"), shall (x) in the case of each of the Existing Option
Awards, (A) continue to vest in accordance with its terms as if the Executive's
employment had not been terminated and he had remained employed with the Company
and (B) as to all stock options granted under Existing Option Awards, remain
exercisable until the later of (i) one year after such Existing Option Award
becomes 100% fully vested and exercisable or (ii) 18 months following the
Executive's termination of employment with the Company, but in no event beyond
the original option term of each such award (for the avoidance of doubt, the
2002 Existing Option Award expires on February 17, 2012, the 2003 Existing
Option Award expires on May 19, 2013 and the 2004 Existing Option Award expires
on April 14, 2011) and (y) in the case of each of the Existing Restricted Share
Awards, continue to vest as if the Executive's employment had not been
terminated and he had remained employed with the Company; provided, however,
that in the event of any continued vesting of the Existing Option Awards and the
Existing Restricted Share Awards as described in this sentence, for purposes of
and notwithstanding anything else in the Employee Agreement as to
Confidentiality and Non-Competition referred to in the Revlon Executive
Severance Policy (the "Non-Competition Agreement"), the Executive agrees that
(i) the non-solicitation covenants in Sections 7(b) and 7(c) of the
Non-Competition Agreement shall remain in effect until the later of (a) the date
that is 12 months following the termination of the Executive's employment with
the Company and (b) the date that all Existing Equity Awards are fully vested,
and (ii) the non-competition covenant in Section 9 of the Non-Competition
Agreement shall remain in effect until the later of (a) the end of any period
specified in Section 9 of the Non-Competition Agreement and (b) the date that
all Existing Equity Awards are fully vested."

                                       7
<PAGE>


     4. Effectiveness. Except as expressly modified by this Amendment, all
provisions of the Agreement shall continue in full force and effect. This
Amendment shall be effective as of the date first set forth above.

     5. Conflicts. In the event of any conflict between the terms of this
Amendment and the provisions of the Agreement or any other plan, program,
policy, contract, arrangement or agreement between the Executive and the
Company, the terms of this Amendment shall be controlling.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be duly
executed and delivered as of the date first above written.

                           REVLON CONSUMER PRODUCTS CORPORATION


                           By: /s/ Robert K. Kretzman
                                   ---------------------------------------------
                                   Robert K. Kretzman
                                   Executive Vice President, General Counsel and
                                   Chief Legal Officer



                               /s/ Jack L. Stahl
                                   ---------------------------------------------
                                   Jack L. Stahl, the Executive

                                       8

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