Exhibit 10.18
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UPDATEDVERSION:MARCH9,2026
| January 29, 2026 | O·P·I | |
| Calvin McDonald[*] | NIOXIN. | |
| DearCalvin, | KadusPROFESSIONAL | |
| I am pleased to welcome you to Wella Operations US LLC (the “Company”). | ||
| This letter serves toconfirm the terms of your offer. Your initial place of employment willbethe Wella offices in New York City Office at100 Park Avenue, 17th Floor, New York, NY10017,provided,however,thatwithinthenormalcourseofyourduties,youwill berequiredtotravelinaccordancewithbusinessneeds.Youagreetorelocateyour primaryworklocationtothe New YorkmetropolitanareabyApril2,2026. |  |
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| TITLE, DUTIES ANDREPORTING | You will be appointedtothe full time, exempt role of ChiefExecutive Officer of the Company, reporting to theExecutiveChair oftheCompany's Board of Directors (currently GlennMurphy) or,if no one is serving as Executive Chair, directly tothe Company's Board of Directors (the "Board"). | ||
| Effective as of the Hire Date (as defined below), the Boardwill appoint you to serve as a member of the Board and, ifrequested bythe Board, you willserve asan officer ordirector ofany parent or subsidiary of the Company, in eachcase without additional compensation. |  |
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| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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| You will be the senior-mostexecutive of the Company and itsaffiliates and will have the powers, authorities, and duties ofmanagement usually vestedinthe officeofChief ExecutiveOfficer of an entity of a similar size and nature to the Company.You will devote your full business time and attention to theperformance of your duties hereunder and will not engage inany other business, profession or occupation for compensationor otherwise which wouldconflictorinterferewith therenditionofsuchservices, either directly or indirectly;provided, that, nothing herein shall preclude you from (i)serving on civic or charitable boards or committees, (ii)managing personal investments,(iii) continuing to serve on theboard of directors set forth on Exhibit Aattached hereto, or (iv)with the priorwritten consentof the Board, serving on theboards of directors of other for profit entities, so long as allsuch activities described in clauses (i) through (iv) above do notmaterially interfere with the performance of your duties underthis Offer Letter. |  |
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| HIREDATE | You will commenceemploymentin this role on a date tobemutuallyagreed, which date shall notbelater than April 2,2026 (thedate on which your employment commences, the"Hire Date"). | ||
| BASESALARY | You will receive an initial annual base salary of $1,500,000 lessapplicable deductions, payable in accordance withtheCompany's payroll practices. | ||
| EMPLOYEE BENEFITS | You(andyoureligibledependents)willbe eligibletoparticipate in the Company's benefit plans and programsavailable in the United States and Canada (as applicable)subject to the eligibility terms and conditions of such plans andprograms. Information regarding these plans and programs willbeprovidedtoyou separately.Inaddition,you willbeeligible for the Company'sExecutiveWellbeingBenefit, in theamount of $25,000 per year, which is paid out in a lump sum,less all applicable withholding. The Company reserves therightto amend,modifyorterminateanyofits employeebenefitplans or programs at any time and for any reason. | ||
| ANNUALINCENTIVEPLAN | Commencing with fiscal year 2026, which started July 1, 2025,you will be eligible to participate in the Wella Annual IncentivePlan with a target award of 150% of your annual base salaryand a maximum opportunity of 200% of target. Your bonusopportunity will be prorated based on your Hire Date. | ||
| Yourbonusopportunitywill be based on both financialperformanceobjectivesand yourindividualperformance,subject to the terms and conditions of the Annual IncentivePlan and discretionary review and approval by the Company'sBoard of Directors. The Annual Incentive Plan bonus brochurewillbeshared with you in your onboarding. | |||
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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| SIGN-ONBONUS | You will receive a sign-on bonus payment of $600,000,lessapplicable taxesanddeductions, within30 days of your HireDate. If your employment is terminated for Cause (as definedbelow) or youresign withoutGood Reason (asdefined below),ineachcase, within 24 months of your Hire Date, you agree torepay the full amount of the sign-on bonus payment to Wellawithin 30 days of termination. The purpose of this sign-on is tocover all relocation and living expenses, including, withoutlimitation, related to any immediate and future relocation fromVancouver to New York. | ||
| WELLALONGTERMINCENTIVE PLAN | Subject to approval by the Board, promptly following the HireDate you will be granted restricted stock units (the "InitialRSUs") under the Wella 2025 RSU Management Equity Plan(the"Plan"). The InitialRSUsgrantwillhaveatotaltargetvalueof$20,000,000, with the numberof Initial RSUs tobegranted determinedby dividing that dollar value by the per-share fair market value of the Company's ordinary shares as ofDecember 31, 2025, as determined in accordance with thePlan. The Initial RSUs willtime vestinequalannualinstallmentsoverfour(4)years, subjectto your continued service with theCompany through each applicable vesting date, and are alsosubject to a liquidity event vesting requirement (whichissatisfied uponanIPO,sale ofsubstantially all oftheassets ofthe business or achangein control).IfaChange in ControlTransaction or aSale (each as defined inthe Plan) occurs on orprior tothe date set forth in the table below, then the vestingofthat number of Initial RSUsshallbeaccelerated sothatthetotal number of vested Initial RSUs is at least equal to thepercentage set forth next to the applicable date: |
| Date of Change in ControlTransaction or Sale | Percentage of Total InitialRSUs Vested | |||
| April 2, 2027 | 25% | |||
| April 2, 2028 | 50% | |||
| April 2, 2029 | 100% |
| TheInitialRSUsshallalsobe subjecttothe othertermsofthePlan and your RSU award certificate. A copy of the Plan and theRSU award certificate will be provided to you.Following asuccessful IPO,you willbeeligible forthe annualWella LTI Program in accordancewith its terms which will bedesigned and approved by the Board, and announced at a laterdate. |
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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| TAX PREPARATIONAND TRAVEL FRINGEBENEFITS | The Company will reimburse you for the reasonable cost ofannual tax preparation and filing support services, includingfederal, state, and local tax filings, up to a maximum of $15,000per calendar year. You will mutually agree with the Companyon the tax positions and approach to be taken in connectionwith the Company'sandyour tax filings to the extent suchfilings relate to your employment or compensation by theCompany.Upon request, you will grant the Company and theCompany's tax adviser the right to review your individual taxreturns in the United States and Canada, if necessary. Theforegoing obligations of shall continue during youremploymentwith the Company and forthe full tax yearduring which your termination occurs (except that the $15,000reimbursementshallnotapplywith respecttoa terminationfor Cause or resignation without Good Reason). As thisreimbursementis ataxable fringe benefit to you, the Companywillgross you up forany taxes you incur as a result of it beingprovided to you. | ||
| For the 18-month period during which you are employed withthe Company following the Hire Date, the Company willreimburse up to $100,000, in total for the 18-month period, forthe cost of round-trip airfare between New York City andVancouver, British Columbia. As this reimbursement is ataxable fringe benefit to you, the Company will gross you upfor any taxes you incur as a result of it being provided to you. | |||
| VACATION | You are eligible for the Company's U.S. Uncapped VacationPolicy for Executives in Grades A-D. Vacation is to be taken on areasonable, as-needed basis, subject to manager approval andbusiness needs. No cash payout is provided at terminationexcept as required by applicable law. The Company maymodify or discontinue this policy at any time, consistent withapplicable law. Please refer to the official policy for full details,including coordination with holidays and any applicable sick orpaid-leave laws. | ||
| RESTRICTIVECOVENANTS | You will be required, as a condition of employment, to executethe attached Confidentiality and Inventions Agreement. | ||
| ASSIGNMENT | You may not assign any of your rights or obligations under thisletter. This letter will be binding upon and inure to the benefitof the Company's successors and assigns. Without limiting theforegoing, to the extent permissible under applicable law, theCompany may assign its rights and delegate its dutieshereunder in whole or in part to any transferee of all or aportion of the assets or business to which your employmentrelates. | ||
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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| AT-WILL EMPLOYEE;NOTICE PERIOD TORESIGN | Please be aware that neither this letter, nor any otherdocument, confers any contractual right, either express orimplied, to remain employed by the Company for any fixedperiod of time, nor does it guarantee any fixed terms orconditions of employment. While we hope that youremployment with the Company will be mutually beneficial,please understand that you are an at-will employee, whichmeans that both you and the Company have the right toterminate your employment at any time, with or withoutnotice or cause. Although your job duties, title, compensationand benefits, as well as the Company's personnel policies andprocedures, may change from time to time, the "at-will" natureof your employment may only be changed by an expresswritten agreement signed by you and a duly authorized officerof the Company. Notwithstanding the foregoing, you herebyagree to provide the Company with not less than 90 days' priorwritten notice of your resignation without Good Reason(subject to the Company's right to require an earliertermination date or to place you on "garden leave" for all orany portion of the notice period). | ||
| CONDITIONAL OFFER,VISA REQUIREMENT | This offer is contingent upon you satisfying the Company'sreference and background check requirement, including prioremployment and education verification. This offer iscontingent upon you not being subject to any lawful limitation,obligation or agreement that would preclude your full-timeemployment with the Company or in any way restrict yourability to perform your duties as a Company employee on theHire Date.This offer is also contingent upon proof of identity and yourobtaining, prior to the Hire Date, a visa that will allow you tolawfully work in this position in the United States. TheCompany has engaged Ogletree Deakins to assist in obtainingthis visa. | ||
| ENTIREUNDERSTANDING;GOVERNING LAW,VENUE AND JURYTRIAL WAIVER | This Offer Letter constitutes the entire understanding betweenyou and the Company, and supersedes any previousagreements and understandings, whether oral or written,regarding your offer of employment by the Company. Youacknowledge and agree that you have not relied on anyrepresentations or statements, whether oral or written,regarding your employment with the Company, other than ascontained in this Offer Letter. | ||
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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| THIS OFFER LETTER WILL BE GOVERNED BY AND CONSTRUEDIN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKWITHOUT GIVING EFFECT TO ANY CHOICE OF LAW ORCONFLICTING PROVISION OR RULE (WHETHER OF THE STATEOF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULDCAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THESTATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE OF THEFOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORKWILL CONTROL THE INTERPRETATION AND CONSTRUCTION OFTHIS OFFER LETTER, EVEN IF UNDER SUCH JURISDICTION'SCHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THESUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULDORDINARILY APPLY. ANY ACTION TO ENFORCE THISAGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBYCONSENT TO THE JURISDICTION OF, A COURT SITUATED INNEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVESTHE RIGHTS TO CLAIM THAT ANY SUCH COURT IS ANINCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCHACTION. EACH PARTY TO THIS AGREEMENT WAIVES ALL RIGHTTO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM ORCOUNTERCLAIM. | |||
| MODIFICATION | Any amendment to this letter must be made in writing andsigned by a duly authorized officer of the Company. | ||
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
| 7 |
| REPRESENTATIONSNOTICE | As of the date hereof, you represent and warrant to theCompany that: (i) you are entering into this Offer Lettervoluntarily and that your employment hereunder andcompliance with the terms and conditions hereof will notconflict with or result in the breach by you of any agreement towhich you are a party or by which you may be bound; (ii) youhave not violated, and in connection with your employmentwith the Company will not violate, any non-competition orother similar covenant or agreement with any person or entityby which you are or may be bound; (iii) in connection with youremployment with the Company, you will not use anyconfidential or proprietary information or trade secrets youmay have obtained in connection with employment or servicewith any prior service recipient, in violation of any agreementwith, or obligation to, a third party by which you are bound;and (iv) you have not been terminated from any prioremployer or service recipient, or otherwise disciplined inconnection with such relationship, in connection with, or as aresult of, any claim of workplace sexual harassment or sex orgender discrimination, and to your knowledge, you have notbeen the subject of any investigation, formal allegation, civil orcriminal complaint, charge, or settlement regarding workplacesexual harassment or sex or gender discrimination. You furtherrepresent and warrant to the Company that you have read thisOffer Letter and the Confidentiality and Inventions Agreementin their entirety, fully understands the terms of suchagreements, have had the opportunity to consult with counselprior to executing this Offer Letter and are signing this OfferLetter and the Confidentiality and Inventions Agreementvoluntarily and with full knowledge of their significance. | ||
| For the purpose of this Offer Letter, notices and all othercommunications provided for in this Offer Letter will be inwriting and be deemed to have been duly given if deliveredpersonally, if delivered by overnight courier service, or ifmailed by registered mail, return receipt requested, postageprepaid, addressed to the respective addresses or sent viaelectronic mail to the respective email addresses, as set forthbelow, or to such other address as either party may havefurnished to the other in writing in accordance herewith,except that notice of change of address shall be effective onlyupon receipt; provided, that (i) notices sent by personaldelivery or overnight courier shall be deemed given whendelivered; (ii) notices sent by electronic mail transmission shallbe deemed given at the time of delivery if between the hoursof 9:00 a.m. and 5:00 p.m. E.T. on a business day ("businesshours") and if not during business hours, at 9:00 a.m. on thenext business day following delivery, provided a deliveryconfirmation is obtained by the sender; and (iii) notices sent byregistered mail shall be deemed given two (2) days after thedate of deposit in the mail. | |||
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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| If to you, to such address as shall most currently appear on therecords of the Company.If to the Company, to: | |||
| SEVERABILITY | Wella Operations US LLC100 Park Avenue, 17th FloorNew York, NY 10017Attention: Chief People OfficerWith a copy to: Chief Legal Officer | ||
| CONSTRUCTION | The invalidity or unenforceability of any provision or provisionsof this Offer Letter will not affect the validity or enforceabilityof any other provision of this Offer Letter, which shall remain infull force and effect. | ||
| SEVERANCE | Each party to this Offer Letter acknowledges that such partyhad the opportunity to be represented by counsel in thenegotiation and execution of this Offer Letter. Accordingly, therule of construction of contract language against the draftingparty is hereby waived by each party. | ||
| SECTION 409A | If the Company terminates your employment without Cause orif you resign for Good Reason2, provided you sign and do notrevoke a separation and release agreement prepared by theCompany and remain in full compliance with the restrictivecovenants set forth in your agreement(s) with the Company,you will receive a severance amount of (i) twelve months ofbase salary paid in equal bi-weekly instalments pursuant to theCompany's standard payroll practices, (ii) a pro-rata portion ofyour annual target bonus (at target) under the AnnualIncentive Plan for the year of termination, based on thenumber of days of service completed in such year through thetermination date, payable at the same time annual bonuses arepaid to similarly situated executives, (iii) to the extent suchtermination occurs after the end of the applicable fiscal year,but prior to the payment of the bonus for such fiscal year, yourannual bonus under the Annual Incentive Plan, as approved bythe Board, payable at the same time annual bonuses are paidto similarly situated executives. All payments will be lessapplicable federal and state withholdings for tax and otherapplicable deductions, including authorized paycheckdeductions. | ||
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
| 9 |
| This Offer Letter is intended to comply with, or be exemptfrom, the requirements of Section 409A of the InternalRevenue Code of 1986, as amended ("Section 409A") to theextent necessary to avoid the incurrence of adverse taxconsequences under Section 409A and shall be interpreted andconstrued consistently with such intent. Notwithstandinganything herein to the contrary, (i) if at the time of yourtermination of employment with the Company, you are a"specified employee" as defined in Section 409A, and thedeferral of the commencement of any payments or benefitsotherwise payable hereunder as a result of such termination ofemployment is necessary in order to prevent any acceleratedor additional tax under Section 409A, then the Company willdefer the commencement of the payment of any suchpayments or benefits hereunder (without any reduction in suchpayments or benefits ultimately paid or provided to you) untilthe first business day to occur following the date that is six (6)months following your termination of employment with theCompany (or the earliest date as is permitted under Section409A), which initial payment will include the payments andbenefits that would have been paid to you during such six (6)month period but for the delay required by Section 409A; and(ii) if any other payments of money or other benefits due toyou hereunder could cause the application of an accelerated oradditional tax under Section 409A, such payments or otherbenefits shall be deferred if deferral will make such payment orother benefits compliant under Section 409A, or otherwisesuch payment or other benefits shall be restructured, to theextent possible, in a manner, determined by the Board, thatdoes not cause such an accelerated or additional tax. In theevent that payments under this Offer Letter are deferredpursuant to this paragraph in order to prevent any acceleratedtax or additional tax under Section 409A, then such paymentsshall be paid at the time specified under this paragraphwithout any interest thereon. The Company shall consult withyou in good faith regarding the implementation of thisparagraph; provided, that neither the Company nor any of itsemployees or representatives shall have any liability to youwith respect thereto. |
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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| Notwithstanding anything to the contrary herein, to the extentrequired by Section 409A, a termination of employment shallnot be deemed to have occurred for purposes of any provisionof this Offer Letter providing for the payment of amounts orbenefits upon or following a termination of employment unlesssuch termination is also a "separation from service" within themeaning of Section 409A and, for purposes of any suchprovision of this Offer Letter, references to a "resignation,""termination," "termination of employment" or like terms shallmean separation from service. For purposes of Section 409A,your right to receive any installment payment under this OfferLetter shall be treated as a right to receive a series of separateand distinct payments. Notwithstanding anything to thecontrary herein, except to the extent any expense,reimbursement or in-kind benefit provided pursuant to thisOffer Letter does not constitute a "deferral of compensation"within the meaning of Section 409A, (A) the amount ofexpenses eligible for reimbursement or in-kind benefitsprovided to you during any calendar year will not affect theamount of expenses eligible for reimbursement or in-kindbenefits provided to you in any other calendar year; (B) thereimbursements for expenses for which you are entitled to bereimbursed shall be made on or before the last day of thecalendar year following the calendar year in which theapplicable expense is incurred; and (C) the right to payment orreimbursement or in-kind benefits hereunder may not beliquidated or exchanged for any other benefit. | |||
| We look forward to receiving your acceptance of theCompany's offer by signature below by January 30, 2026. | |||
| Should you have any questions, please let me know.With Regards, | |||
| /s/ Mallory Martino | |||
| Mallory MartinoChief People Officer |
| Attachments:ConfidentialityandInventionsAgreement | |||
| Accepted and agreed: Calvin McDonald | |||
| Sign: | /s/ Calvin McDonald | ||
| Print Name: Calvin McDonald | |||
| Date: 4/10/2026 |
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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1.For purposes ofthisOffer Letter,"Cause" shallmean your:(i)materialmisconduct, gross negligence,
materialviolationof anywrittenpoliciesof the Companyor its affiliatesthat is applicabletoyou,or your willful
and deliberate non-performance of duty in connectionwith the business affairs of the Company and its
affiliates, including your refusal or willful failure to follow the reasonable and lawful directivesof the Board; (ii)
convictionof or enteringof aplea of guiltyor nolo contendere toany felony or for any misdemeanor involving
moral turpitude; (iii) engagement in any other act of fraud, embezzlement, misappropriation, intentional
misrepresentation or intentional dishonesty, moral turpitude, illegality or harassment; (iv) material breach of this
Offer Letter or any other agreement to which you are aparty with the Company or any of its affiliates (including
any breach of any restrictive covenants between the Company or any of its affiliates and you); or (vi) unlawful
use (including being under the influence)or possessionof illegal drugs that has theeffect of injuring the
interest,business or reputation of the Company or any of its affiliates. Whether Cause exists shall be
determined by the Board in its reasonable discretion.
2For purposes of this Offer Letter, "Good Reason" shall mean the occurrence, without your
written consent, of any of the following events: (i) a material diminution in your then-current
base salary or annual target bonus opportunity, taken togetherin the aggregate; (ii) a material
diminution in your authority, duties, titles, responsibilities or reporting requirements, which
would cause your position tobecome one of lesserresponsibility, importance, or scope;
provided, that a reduction in your authority, duties, titles, responsibilities or reporting
requirements solely by virtue of the Companyor a parent thereof being acquired by, and
made part of, a larger entity, whether as a subsidiary, business unit or otherwise will not
constitute "Good Reason"; (iii)thefailureto requireany successor (whether direct orindirect,
by purchase, merger, consolidation or otherwise) to allor substantially all of the business and/
or assetsofthe Company to assumethisOffer Letter;(iv) therelocation of your principal
placeof employmenttoa locationmore thanfifty(50)milesfromyourimmediately
precedingprincipal place ofemployment;or (v) the Company'sor an affiliate's material
breach of any provision of this Offer Letter or any other agreement towhich you are aparty
with the Companyor any of its affiliates; provided, that you provide written notice to the
Company of the existenceof any such condition within thirty (30) days of the initialexistence
of such condition and the Company fails to remedy the condition within thirty (30) days of
receipt of such notice (the "Cure Period"); provided, further, that you must actually terminate
employmentno later than thirty (30) days following the end of such Cure Period, if the Good
Reason condition remains uncured at the end of such Cure Period.
| Wella Company - United States100 Park Avenue, 17thFloor, New York, NY 10017 I wellacompany.com |
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ExhibitA
[EXECUTIVETOLISTCURRENTBOARDPOSITIONS]
TheWaltDisneyCompany