REVLON INC /DE/
REVLON EXECUTIVE BONUS PLAN
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<TYPE>EX-10.8
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>REVLON EXECUTIVE BONUS PLAN
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                                                                    Exhibit 10.8







                           REVLON EXECUTIVE BONUS PLAN

























                  Amended and Restated as of September 1, 2002


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                                     REVLON
                              EXECUTIVE BONUS PLAN

I.       OBJECTIVES

         This Executive Bonus Plan (the "Plan") for Revlon Consumer Products
         Corporation ("Revlon") and its participating affiliates (collectively,
         the "Company") is intended to provide an annual cash incentive program
         which will:

         o    reinforce the Company's Strategic Principles and goals and each
              eligible individual's role in achieving them;

         o    attract, retain, and motivate the executive human resources
              necessary to operate the Company;

         o    encourage improved profitability, return on investment, and
              growth of the Company;

         o    reflect the Company's commitment to pay for performance; and

         o    in the case of Covered Employees as defined in Treasury
              Regulation 1.162-27(c)(2) (or successors thereto), be directly
              related to the performance results of the Company and contingent
              upon the achievement of certain corporate goals, for any Plan
              Year (as defined herein) that the Plan is intended to meet the
              provisions of Internal Revenue Code Section 162(m) and the
              regulations thereunder as may be in effect from time to time, and
              any amendments, revisions or successor provisions and any changes
              thereto (collectively "Section 162(m)").

II.      ADMINISTRATION OF THE PLAN

         The Plan shall be administered by a committee (the "Committee")
         appointed by the Board of Directors of Revlon from among its members or
         a subcommittee of such committee and shall be comprised, unless
         otherwise determined by the Board of Directors, of not less than two
         members who shall be "outside directors" within the meaning of Treasury
         Regulation Section 1.162-27(e)(3) under Section 162(m) of the Internal
         Revenue Code of 1986, as amended (the "Code").

         The Committee shall have all the powers vested in it by the terms of
         this Plan, such powers to include authority (within the limitations
         described herein) to assign Participation Levels (described more fully
         in Section IV), to determine Business Objectives and Personal
         Performance Objectives (described more fully

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         in Section V), to determine whether such Objectives have been met, to
         determine whether an award will be paid out as described in Section VI
         or deferred, and to determine whether an award should be reduced or
         eliminated.

         The Committee shall have full power and authority to construe,
         administer and interpret the Plan and to adopt such rules, regulations,
         agreements, guidelines and instruments for the administration of the
         Plan and for the conduct of its business as the Committee deems
         necessary or advisable. The Committee may at any time amend, modify,
         suspend or terminate such rules, regulations, agreements, guidelines or
         instruments. The Committee's interpretations of the Plan, and all
         actions taken and determinations made by the Committee pursuant to the
         powers vested in it hereunder shall be conclusive and binding on all
         parties concerned, including the Company, Revlon stockholders and any
         participant under the Plan.

         Except as with respect to a Covered Employee for a Plan Year in which
         the Plan is intended to comply with Section 162(m), the Committee may
         delegate all or a portion of its powers and authority under the Plan to
         an administrator (the "Administrator"), consisting of such officer(s)
         or other employee(s) of the Company as the Committee shall determine.

         Plan Year shall mean a calendar year, or such other period as may be
         determined from time to time by the Committee or the Administrator.

III.     ELIGIBILITY

         (1) Executives whose positions are classified in salary grades 9 and
         above of the Company's exempt salary program (or the equivalent of such
         grades), (2) general managers and above and other key executives of the
         Company's operations outside the United States; and (3) such other
         employees as the Committee or Administrator may determine as eligible
         from time to time, are eligible for participation in the Plan. No
         eligible executive may be a participant in the Plan or receive any
         benefits hereunder unless he or she shall have signed and shall be in
         full compliance with Revlon's Employee Agreement as to Confidentiality
         and Non-Competition and Revlon's Code of Business Conduct (as the same
         may be amended from time to time by the Company).

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IV.      PARTICIPATION LEVELS/TARGET AWARDS

         All participants will be assigned a Participation Level which will
         determine their Target Award. The Target Award is the Bonus Award,
         expressed as a percent of base salary or as a specific dollar award.
         Target Awards shall be payable provided that certain Objectives
         established in the sole and absolute discretion of the Committee and/or
         the Administrator, whichever is applicable, pursuant to Plan sections
         VI A and B are met. Base salary earned during the Plan Year will be
         used in calculating Bonus Awards under the Plan which are based upon a
         percent of base salary

         The maximum award payable with respect to any Plan Year to any
         individual participant is 200% of the Target Award, not to exceed
         the lesser of 100% of base salary earnings or $2,000,000.

         Participation Levels shall be established by the Committee or the
         Administrator and shall generally be based on an individual's grade
         level, reporting level, and the impact the position has on the
         organization's results.

V.       BUSINESS AND PERSONAL PERFORMANCE OBJECTIVES

         For each Plan Year that the Plan is intended to meet the requirements
         of Section 162(m) the annual Objectives for Covered Employees shall be
         determined by the Committee in writing, by resolution of the Committee
         or other appropriate action, not later than 90 days after commencement
         of such Plan Year or such later date as may be permissible under
         162(m).

         For each Plan Year, Objectives for non-Covered Employees shall be
         determined by the Committee or the Administrator. The Committee may
         delegate to the Administrator the authority to determine the Objectives
         for Covered Employees for any Plan Year in which the Plan is not
         intended to comply with Section 162(m). Any such Objectives determined
         under this paragraph shall be determined in writing within 90 days of
         the beginning of a Plan Year or as soon as practicable thereafter.

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         Each Objective determined under this Plan Section V shall state, in
         terms of a formula or standard, the method for computing the amount of
         compensation payable to the applicable participant if such Objective is
         obtained which may be based upon achievement of Business Objectives and
         Personal Performance Factors; provided, however, that if an individual
         becomes eligible to participate during a Plan Year and after the
         Objectives for the Plan Year are determined, that individual's
         Objectives may be determined by the Committee or Administrator,
         whichever is applicable, in writing, either by resolution of the
         Committee or by action of the Administrator. The Committee or
         Administrator, whichever is applicable, shall determine the portion of
         the Target Award assigned to Business Objectives and Personal
         Objectives, subject to the last paragraph of Plan Section V B relating
         to Covered Employees.

A.             BUSINESS OBJECTIVES

               For any Plan Year that the Plan is intended to meet the
               provisions of 162(m) or for any Plan Year in which the Plan is
               not intended to meet the provisions of 162(m), the Business
               Objectives to which a Bonus Award relates ("Business Objectives")
               may be based on one or more of the following business performance
               factors or such other factors as may be determined by the
               Committee or the Administrator, whichever is applicable, as they
               apply to the Company or a business unit: stock price; fair market
               value; book value; market share; earnings per share; cash flow;
               return on equity, assets, capital or investment; net income;
               operating profit or income; operating income before restructuring
               charges, plus depreciation and amortization other than relating
               to early extinguishment of debt and debt issuance costs; gross or
               net sales; expense targets; working capital targets including,
               without limitation, those relating to inventory and/or accounts
               receivable; operating margin; productivity improvement; cost or
               expenses; planning accuracy (as measured by comparing planned
               results to actual results); customer satisfaction based on market
               share or other relevant factors; and implementation or completion
               of critical projects or processes including, without limitation,
               growth in consumption of the Company's products, new product
               development, asset dispositions, reduction in Sales, General and
               Administrative expenses, insuring Company products are in stock
               at retail or plant consolidations.

               In the Committee's or the Administrator's discretion, whichever
               is applicable, Business Objectives (other than with respect to
               Covered Employees for any Plan Year in which the Plan is intended
               to comply with Section 162(m)) may be developed by each
               Department Head and approved by the Chief Financial Officer of
               Revlon and the President and CEO of Revlon, subject to final
               review and approval by the Committee or the Administrator,
               whichever is applicable.

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               Once established, the Committee may not have discretion to
               increase the amount payable under such Award with respect to any
               Covered Employee for any Plan Year in which it is intended that
               the Plan comply with Section 162(m), provided, however, that
               whether or not a Bonus Award is intended to constitute qualified
               performance based compensation within the meaning of Code section
               162(m), the Committee may make appropriate adjustments in
               Business Objectives to reflect the impact of extraordinary items
               not reflected in such Objectives. For purposes of the Plan,
               extraordinary items may include (1) any profit or loss
               attributable to acquisitions or dispositions of stock or assets,
               (2) any changes in accounting standards that may be required or
               permitted by the Financial Accounting Standards Board or adopted
               by the Company after the goal is established, (3) all items of
               gain, loss or expense for the year related to restructuring
               activities, (4) all items of gain, loss or expense for the year
               determined to be extraordinary or unusual in nature or infrequent
               in occurrence or related to the disposal of a segment of a
               business, all determined in accordance with standards established
               by any applicable Opinion of the Accounting Principles Board, (5)
               all items of gain, loss or expense for the year related to
               discontinued operations that do not qualify as a segment of a
               business as defined in any applicable Opinion of the Accounting
               Principles Board, (5) all items of gain, loss or expense for the
               year related to discontinued operations that do not qualify as
               segment of a business as defined in any applicable Opinion of the
               Accounting Principles Board, and (6) such other items as may be
               prescribed by Code Section 162(m) and the Treasury Regulations
               thereunder as may be in effect from time to time, and any
               amendments, revisions or successor provisions and any changes
               thereto. Notwithstanding the attainment by the Covered Employee
               of the applicable Business Objective(s), the Committee has the
               discretion to reduce, prior to certification of such
               Objective(s), some or all of the Section 162(m) Bonus Award that
               otherwise would be paid for any Plan Year in which it is intended
               that the Plan comply with Section 162(m).

               Bonus Awards shall specify the Business Objectives to be
               achieved, a minimum acceptable level of achievement below which
               no payment or award will be made, and at the discretion of the
               Committee or Administrator, whichever is applicable, a formula,
               method or standard for determining the amount of any payment or
               award to be made if performance is at or above the minimum
               acceptable level but falls short of full achievement of the
               Business Objectives. The Committee or the Administrator may make
               discretionary awards even if Business Objectives are not
               achieved, but not as to Covered Employees for any Plan Year in
               which the Plan is intended to comply with Section 162(m).

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B.             PERSONAL PERFORMANCE OBJECTIVES

               Subject to the last paragraph of this subsection B, a portion of
               the Bonus Award may be based on Personal Performance Objectives
               which are specific to each individual and can be based upon,
               among other things, contribution to specific projects and/or
               overall performance as measured under the Company's performance
               evaluation process as in effect from time to time. Each Personal
               Performance Objective for a Plan Year will be established with
               appropriate standards of performance. The portion of the Bonus
               Award based on Personal Performance Objectives and the criteria
               therefor shall be established by the Committee or Administrator,
               whichever is applicable.

               In the Committee's or Administrator's discretion, whichever is
               applicable, Personal Performance Objectives may be developed by
               each participant's Department Head, approved by the Senior Vice
               President Human Resources and reviewed with the participant
               (other than with respect to Covered Employees for a Plan Year in
               which the Plan is intended to comply with Section 162(m)).

               In no event shall any portion of a Section 162(m) Bonus Award
               made to a Covered Employee be determined based upon Personal
               Performance Objectives under this subsection B for a Plan Year in
               which the Plan is intended to comply with Section 162(m).

VI.      ACTUAL BONUS AWARDS

         Actual Bonus Awards will be determined for each participant based on
         the degree to which the participant's Business Objectives and Personal
         Performance Objectives (if applicable) are achieved.

A.             BUSINESS OBJECTIVES

               Bonuses earned under this portion of the Plan will be based on
               achievement against each Business Objective's target in
               accordance with its assigned weight.

B.             PERSONAL PERFORMANCE OBJECTIVES

               Bonuses earned under this portion of the Plan will be based on
               each participant's performance against Personal Performance
               Objectives in accordance with their assigned weight.


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VII.     SECTION 162(m) BONUS AWARDS

         The Committee may designate any particular Bonus Award as being a
         "Section 162(m) Bonus Award"; provided that any Bonus Award so
         designated will be subject to the following requirements,
         notwithstanding any other provision of the Plan to the contrary:

         1. No Section 162(m) Bonus Award may be paid unless and until the
stockholders of the Company have approved the Plan in a manner which complies
with the stockholder approval requirements of Section 162(m) of the Code.

         2. A Section 162(m) Bonus Award may be made by a minimum of two members
of the Committee, each of whom must be an "outside director" (within the meaning
of Section 162(m) of the Code).

         3. The performance goals to which a Section 162(m) Bonus Award is
subject must be based on Business Objectives in accordance with plan section
V.A. Such Business Objectives, and the Bonus Award payable on attainment
thereof, must be established by the Committee within the time limits required in
order for the Section 162(m) Bonus Award to qualify for the performance-based
compensation exception to Section 162(m) of the Code.

         4. No Section 162(m) Bonus Award may be paid until the Committee has
certified the appropriate level of attainment of the applicable Business
Objectives.

         5. The maximum amount of a Section 162(m) Bonus Award is $2,000,000.


IX.      MISCELLANEOUS

         If a participant has a change of assignment or transfer during a Plan
         year, the Committee or the Administrator may determine that the
         participant's Bonus Award be calculated for each position on a
         pro-rated basis. Similarly, the Committee or the Administrator may
         determine that an employee who is newly hired and who meets the
         eligibility requirements set forth in Plan Section III or who becomes
         eligible to join the Plan after the start of the Plan Year shall be
         eligible for a pro-rated Bonus Award based on the percentage of the
         Plan Year actually worked while a participant.

         It is intended that Bonus Awards be distributed on or about March 31
         following the applicable Plan Year but in no event shall Bonus Awards
         be distributed later than April 30 following the applicable Plan Year.
         Bonus Awards will not be paid

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         to a participant who does not remain actively employed by the Company
         through the date Bonus Awards are distributed except that the
         Administrator may (but shall have no obligation) in its sole
         discretion determine to make a Bonus Award, (including a pro-rated
         award) under appropriate circumstances including, without limitation,
         in the case of:

(a) a participant whose employment terminates due to death, disability, or
retirement at any time after the start of a Plan Year, or

(b) a participant whose employment is terminated by the Company otherwise than
for "good reason" (as defined in the Revlon Executive Severance Policy) or other
like cause at any time after June 30 of a Plan Year.


         The Plan shall be unfunded. The Company shall not be required to
         establish any special segregation of assets to assure the payment of
         Bonus Awards.

         The Plan is not intended to be subject to the Employee Retirement
         Income Security Act of 1974, as amended ("ERISA").

         No Bonus Award shall be payable to any participant who at the time for
         payment of such award is in breach of any applicable employment
         agreement, or who has failed to execute and remain in compliance with
         Revlon's Employee Agreement as to Confidentiality and Non-Competition
         or Revlon's Code of Business Conduct (as any of the same may be amended
         from time to time).

         The Company shall have the right to deduct from Bonus Awards paid any
         taxes or other amounts required by law to be withheld.

         Participation in the Plan shall not confer upon any participant any
         rights to continue in the employ of the Company, limit in any way a
         participant's right or the right of the Company to terminate a
         participant's employment at any time, or confer upon any participant
         any claim to receive a Bonus Award other than as provided in the Plan,
         and no participant's rights under the Plan may be assigned, attached,
         pledged or alienated by operation of law or otherwise.

         The Committee reserves the right to revise or terminate the Plan at any
         time during or after a Plan performance period. The Administrator, at
         its discretion, may also make exceptions to this Plan, other than in
         the case of Covered Employees for a Plan Year in which the plan is
         intended to comply with Section 162(m).


(183870)

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