Exhibit 10.25
EmploymentAgreement
ThisAGREEMENT(the"EmploymentAgreement")ismadeandenteredintoasofthis 23 April 2026 by and between
WellaInternationalOperationsSwitzerlandSàrlwhoseofficeisat Chemin Louis-Hubert 1 1213 Petit-Lancy, Genève, Switzerland(Hereinafter referred to as the "Employer" or "Company")
And
HugoKunetzof[*](Hereinafter referred to as the "Executive")
Itisherebyagreedbetweentheundersignedthefollowing:
1.TERMSOFEMPLOYMENT
TheExecutive'scontinuedemploymentwithWellaiscontingentupontheExecutivenot being subject to any limitation, obligation or agreement that would preclude his full-time employment with the Company or in any way restrict his ability to perform his duties as an Executive of the Company.
ByacceptingthisEmploymentAgreement,theExecutiveconfirmsthatheisnotbound by any employment restrictions, limitations or obligations that would prohibit or preclude himfrom continuinghis full-time employment with the Company.
TheExecutiveconfirmsthat,asatthedateofthisEmploymentAgreement,hehasthe right to work in Switzerland in the capacity required by this role and that any documentation provided to the Company in connection with the Company's right to work checks is genuine and correct.
(b) TheExecutiveshallpromptlynotifytheCompanyinwritingif,atanytimeduringthe Employment: (i) there is any change to his immigration status or right to work in Switzerland;(ii)anyvisa,leavetoremain,orotherimmigrationpermissionheldbythe Executiveisduetoexpire,hasexpired,orhasbeencurtailed,revoked,orcancelled;or (iii)theExecutivebecomesawareofanycircumstancesthatmayaffecttheExecutive's ongoing right to work in Switzerland.
(c) WheretheExecutive's righttoworkinSwitzerlandissubjecttotime-limited immigrationpermission,theExecutiveshallcooperatewiththeCompanyincarryingout any follow-up right to work checks required locally and any associated guidance, includingbyprovidingrelevantdocumentation withinareasonabletimeframespecified by the Company.
(d) IftheExecutiveceasestohavetherighttoworkinSwitzerlandinthecapacity requiredbythisrole,theCompanyshallnotbeobligedtocontinuetoprovideworkor paytotheExecutiveforanyperiodduringwhichitwouldbeunlawfultoemployhim.
In such circumstances, the Company may, following a fairprocess and having regard to all relevant circumstances (including whether the Executive has a pending immigration application or appeal that may preserve or restore the right to work):
(i)suspendhimonsuchtermsastheCompanyconsidersappropriatewhilethe position is clarified; or
(ii)terminatetheEmploymentbygivingthenoticeinaccordancewiththis Employment Agreement.
(e) For the avoidance of doubt, the Company shall comply with its immigration obligations in exercising any rights under this clause, and nothing in this clause shall be construedasrequiringorpermittingtheCompanytodiscriminateagainsttheExecutive on the grounds of race, nationality, or ethnic origin.
Position
The Executive is employed full-time by the Company as Chief Revenue Officer, Hair and Nails,reportingtotheWellaCompany'sChiefExecutiveOfficer,orifnooneisservingas CEO, directly to the Board of Directors of the Company's ultimate parent ("Board of Directors") (or such other person as the Board of Directors may direct).
The Employer reserves the right to assign to the Executive other appropriate functions consistentwiththeExecutive'spreviousexperiencebutmaintaininghisthenapplicable remuneration. The change will however require the Executive's acceptance of the new functions.
ContinuousServiceDate
TheExecutivecommencedhis employmentwiththeCompanyonSeptember4,2017. The terms of this Employment Agreement will be effective as of March 2, 2026, supersedinganypreviousagreementsorarrangementsbetweentheExecutiveandthe Employer relating to his employment.
Location
TheplaceofemploymentshallbelocatedinGeneva,providedthatwithinthenormal course of his duties, the Executive may be required to travel abroad globally in accordancewithbusinessneeds,as maybenecessaryfortheproperperformanceof his duties.
TheCompanymayrequiretheExecutivetowork,onatemporaryorpermanentbasis,at any premises of the Company or any Group Company within a reasonable daily commuting distance of his normal place of work, provided that:
(a) theCompany givesthe Executive reasonableprior writtennotice ofany suchchange, having regard to the distance involved and his personal circumstances.
Asaguide,theCompanywillordinarilygivenotlessthanfourweeks'noticeofany permanent change, although a shorter period may be appropriate for temporary assignments or in cases of genuine operational urgency;
The Company shall reimburse him for all reasonable business travel and subsistence expenses properly incurred in the course of such business travel, in accordance with the Company's Travel and Expenses policy in force from time to time.
RemoteWork
The Executive may work remotely, subject to the Company's remote work policy as amended from time to time. Remote work must be performed from within Switzerlandunless the Company provides prior written approval for cross-border remote work.
TheExecutiveacknowledgesthatremoteworkfromoutsideSwitzerlandmaygiveriseto tax, social security, and regulatory obligations that must be assessed and approved in advance by the Company. The Company shall provide the equipment necessary for remote work (laptop, screen, keyboard).
TheExecutiveshallensureasuitableandsafeworkspaceandcomplywithapplicable health and safety requirements. Additional details are set forth in the Employee Handbook.
WorkingHours
TheExecutive'sregularweeklyworkinghoursare40hours,excludingbreaks.The allocationofworkinghoursacrosstheweekshallbedeterminedinaccordancewiththe Company's policies and applicable law.
The nature of the Executive's role mean that he is exempted from time recording obligations due to his status, and he acknowledges he will be required to work such additional hours beyond his normal working hours as are reasonably necessary for the properperformanceofhisduties.Hissalary assetoutatClause2isintended toreflect the overall demands of the role, including any requirement to work reasonable additional hours from time to time.
TheExecutiveshallnotbeentitledtoadditionalremunerationorothercompensation for such hours.
SecondaryEmployment
The Executive shall not engage in any secondary employment, consultancy, board membership,orothergainfulactivity,whetherpaidorunpaid,withoutthepriorwritten approval of the Company.
Approval may be withheld if the activity conflicts with the Executive's duties, competes withtheCompany'sbusiness,orcouldotherwiseimpairtheExecutive'sperformanceor the Company's interests. This obligation derives from the Executive's duty of loyalty under Art. 321a CO.
CollectiveBargainingAgreement
AsofthedateofthisEmploymentAgreement,nocollectivebargainingagreement (Gesamtarbeitsvertrag)appliestotheemploymentrelationship.Shouldagenerally bindingCBAbecomeapplicabletotheCompany'sindustryorcanton,theCompanywill informtheExecutive,andtherelevantprovisionswillapplyinaccordancewith mandatorylaw.
2.REMUNERATION&BENEFITS
AnnualBaseSalary
The Executive's annual gross salary of CHF 633,939 less applicable deductions. It will be directly paid by the Company in accordance with payroll practices and applicable law.
Salaryshallbepaidmonthly,attheendofeachcalendarmonth,bybanktransfertothe account designated by the Executive, in accordance with Art. 323 of the Swiss Code of Obligations. The Company shall provide a written salary statement (payslip) with each payment showing gross pay, all deductions, and net pay (Art. 323b CO).
The Company may review the Executive's salary from time to time, ordinarily on an annual basis. The Company is under no obligation to increase his salary following any suchreview,andtheoutcomeofanyreviewshallbeattheCompany'ssolediscretion.
AnychangetotheExecutive'ssalaryfollowingareviewshallbeconfirmedtohimin writing before it takes effect.
AsalaryreviewshallnotaffectanyothertermsofthisEmploymentAgreementunless expressly agreed in writing.
TheCompanyshallnotbeobligedtoconductasalaryreview,ortoimplementany increase, after notice of termination has been given by either party.
The Company shall be entitled to deduct from the Executive's salaryor any other sums payable to him (including, without limitation, any payment in lieu of notice, accrued holidaypay,orotherfinalpayments)anysumsthattheExecutiveowestotheCompany or any Group Company, to the extent permitted by Art. 323b of the Swiss Code of Obligations. This amount includes all legal allowances and is subject to all applicable deductions required by law, including tax and social security.
Theannualgrosssalarywillbecomposedasfollows:
| Component | Amount | ||||
| Annual Base Salary | CHF 633,939 (subject to Swiss statutory deductions like AVS, Pension Fund and Taxes) | ||||
| Annual Representations Allowances | CHF CHF 8203 (as a tax reduction not as a payment) subject to the Fiscal Authority approval of the Executive's canton/country of residency) |
WellaBonusPlan
TheExecutivewillcontinuetobeeligibletoparticipateintheWellaAnnualIncentive Plan (AIP) with a target award of 100% of his annual base salary.
TheExecutive'sbonusopportunitywillbesubjecttothetermsandconditionsofeach fiscal year's AIP program design based on discretionary review and approval by the Company's Board of Directors (or a committee thereof).
WellaLongTermIncentivePlan
TheExecutivewillcontinuetobeeligibletoparticipateintheWINSProgramme,subject to the terms and conditions set out in the WINS documentation and any associated loan documentation with Rainbow Capital Inc, as amended from time to time. The terms of the WINS documentation and associated loan documentation are hereby incorporatedintothisEmploymentAgreementbyreference.Intheeventofanyconflict between the terms of this Employment Agreement and the WINS documentation or associated loan documentation in relation to the WINS Programme, the WINS documentation shall prevail.
;and
IntheeventofasuccessfulIPObytheWellaCompany,theExecutivewillbeeligiblefor the annual Wella LTI Program in accordance with its terms which will be designed and approved by the Board and announced at a later date.
ExecutiveBenefits
TheExecutivewillbeenrolledinthelocalbenefitsprogramoftheCompany.The detailed information is providedin the Employee Handbook.The Companyreservesthe righttoamend,modifyorterminateanyofitsExecutivebenefitplansorprogramsatany time and for any reason to the extent permitted by applicable law.
OccupationalPensionandInsurance
The Executive will be enrolled in the Company's occupational pension scheme (BVG) in accordance with the Federal Act on Occupational Retirement, Survivors' and Disability PensionPlans.Theemployershallpayat leasthalfof thetotal BVGcontributionsin accordance with Art. 66(1) BVG. Details of the pension plan, including contribution ratesandinsuredsalary,aresetoutinthepensionfundregulations,acopyofwhich shall be provided to the Executive.
TheExecutivewillalsobecoveredbymandatoryaccidentinsurance(UVG)forboth occupational andnon-occupational accidents.
PremiumsforoccupationalaccidentinsurancearepaidbytheCompany;premiumsfor non-occupational accident insurance are deducted from the Executive's salary unless the Company elects otherwise. Details of both plans are provided in the Employee Handbook.
CarAllowance:TheExecutivewillbeprovidedwithacarallowance(currentlyCHF1900 pcm)inaccordancewiththeCompany'spolicies.
Education Allowance: The Executive is entitled to reimbursement of the education costsinrespectofhischildrenuntiltheearlierofJuly2027,theybecome18orgoto University/College.
ThereimbursementoftheeducationcostswillbecappedatCHF55,000perannum(or, if previously communicated in USD, USD 59,000 at the CHF equivalent at the exchange rateonthedateofreimbursement,whicheverishigher)andtheamountwillbegrossed up for tax.
SalaryContinuationDuringIllnessorAccident
IntheeventtheExecutiveispreventedfromworkingduetoillness,accident,pregnancy, or other causes through no fault of the Executive, the Company shall ensure salary continuation in accordance with Art. 324a CO.
The Company maintains a daily sickness benefits insurance policy
(Krankentaggeldversicherung)providingbenefitsofatleast80%ofsalaryfor720days withina900-dayperiod,withawaitingperiodnotexceeding3days.Atleasthalfofthe premium is paid by the Company.
ThisinsurancesubstitutesfortheEmployer'sobligationunderArt.324aCO,providedit is of at least equivalent value.
Duringthewaitingperiod(upto3days),theCompanyshallcontinuetopay100%ofthe Executive's salary.
Tax Assistance: The Executive is personally responsible for the taxes associated with his income and expressly exempts the Company and anyrelated companies from any tax or related claims that may arise.
The Company will make available to the Executive and will pay for any reasonable tax preparationassistancerequiredfortheExecutive'staxdeclarationsinhisformerhome country.
ExpenseReimbursement
TheCompanyshallreimbursetheExecutiveforallexpensesnecessarilyincurredinthe proper performance of his duties in accordance with Art. 327a CO. Reimbursement shall be made in accordance with the Employer's current Travel and Expenses Policy.
Vacation
TheExecutiveisentitledtoaminimumof28workingdaysofpaidvacationperyear,pro-rated for partial years. At least two consecutive weeks of vacation must be taken in a single block per calendar year (Art. 329c CO).
TheExecutive'svacationentitlementisinadditiontothepublicholidaysobservedinthe CantonofGenève.Vacationmaynotbereplacedbymonetarycompensationduringthe employment relationship (Art. 329d CO); payment in lieu of untaken vacation is permitted only on termination.
AdditionaldetailsaresetforthintheEmployeeHandbook.
3.DATAPROTECTION
The Company processes personal data of the Executive only to the extent that such data concern the Executive's suitability for the position or are necessary for the performanceofthisemploymentcontract,in accordancewithArt.328b COandthe revisedFederalActonDataProtection(nFADP,SR235.1,inforcesince1September 2023).
TheCompany'sEmployeePrivacyNotice,providedseparately,describesthecategories of data collected, the purposes of processing, recipients, any cross-border transfers and their safeguards, retention periods, and the Executive's rights of access, rectification, erasure, and data portability under nFADP.
Cross-bordertransfersoftheExecutive'spersonaldatashallonlybemadetocountries with an adequate level of data protection as determined by the Swiss Federal Council, or subject to appropriate safeguards (such as standard contractual clauses or binding corporate rules) in accordance with Art. 16 and 17 nFADP.
TheExecutivehastherighttorequestinformationfromtheCompanyaboutthe processingofhispersonaldata(Art.25nFADP),andtherighttorequesttherectification of inaccurate data, the deletion of data no longer required, and the portability of personal data in a commonly used electronic format (Art. 28 nFADP).
Where the Company uses monitoring or surveillance systems in the workplace, the ExecutivewillbeinformedinadvanceinaccordancewithArt.26ofOrdinance3tothe Federal Act on Employment in Industry, Commerce and Services (Employment Act, ArG).
TheEmployeePrivacyNoticeformsanintegralpartofthisemploymentcontract.
4.CONFIDENTIALITY&OTHERCLAUSES
TheExecutiveundertakestokeepstrictlyconfidentialanyandallinformationrelatingto the business of the Employer including but not limited to trade secrets (names of clients, amounts invoiced, nature of their orders, etc.), business secrets (dates of launches, product formulations, types of packaging, business plans, budgets, marketingcampaigns,corporatedevelopmentsandactions,etc.)andmoregenerally, anyothermattersofconfidentialnaturewhichmustnotbedisclosedtothirdparties.
This clause is binding during the full term of the employment. The post-employment dutyofconfidentialityappliestomanufacturingandtradesecretsinaccordancewith Art. 321a (4) CO.
Confidentiality, Non-Competition and Non-solicitation are governed by the specific agreement that the Executive and the Company have separately signed with handwrittensignaturesorqualifiedelectronicsignaturesinaccordancewithArt.340(1) CO and which forms an integral part of this Agreement.
NothinginthisEmploymentAgreementorintheRCAatSchedule 1ortheSeverance Agreement at Schedule 2 (including any confidentiality, non-disparagement, disclosuresrelatingtosexualharassmentand/orsettlementprovisions)shallprevent the Executive from making a whistleblowing complaint, including, but not limited to, disclosures relating to criminal offences, failure to comply with legal obligations, miscarriages of justice, health and safety risks, environmental damage, and the deliberate concealment of any of the foregoing.
Furtherdetails,includingtheprocedureforraisingconcerns,aresetoutinthe Company's Whistleblowing Policy, available from the People Team.
5.TERMINATIONOFEMPLOYMENT
This Employment Agreement may be terminated by either party giving six months' noticein accordance with the Notices provision at clause 6 below.
Noticeofterminationmustbegiveninwritingandshalltakeeffectattheendofa calendar month (Art. 335c CO).
ThePartiesacknowledgethemandatoryprotectionagainstterminationduringblocking periods under Art. 336c of the Swiss Code of Obligations. Notice of termination given during a blocking period (including absence due to illness, accident, pregnancy, maternity leave, military service or comparable circumstances) is void. Notice given beforeablockingperiodbeginsissuspendedforthedurationoftheblockingperiodand resumes thereafter, with the notice periodrunning to the end of the next calendar month.
This Employment Agreement is concluded for an indefinite period but will terminate automaticallyatthelatestandwithoutanynoticeattheendofthemonthduringwhich theExecutiveshallhavereachedthelegalageofretirementasperSwisslaw(currently age 65 for men and age 65 for women, as amended from time to time).
ThisEmploymentAgreementmayfurtherbeterminatedforcausewithimmediateeffect in accordance with Art. 337 of the Swiss Code of Obligations, where good cause exists such that the continuation of the employment relationship cannot reasonably be expected.
5.1SeveranceUponQualifyingTermination
If the Company terminates the Executive's employment without Cause (as defined below), or if the Executive resigns for Good Reason (as defined below), the Executive shallbeentitledtotheseverancebenefitsset outinSchedule2-SeveranceAgreement, subject to the following conditions:
(a)the Executive signs and does not revoke a separation and release agreement (Aufhebungsvereinbarung)setoutinSchedule2SeveranceAgreement,providedthat:
(i) theExecutiveisgivenareasonableperiodofnotlessthanseven(7)calendardaysto consider the agreement and to obtain independent legal advice before signing;
(ii) theseparationandreleaseagreementdoesnotrequiretheExecutivetowaiveclaims arising from mandatory provisions of Swiss law (Art. 341 CO) during the employment relationship or within one month following the Termination Date; and
(iii) theseparationandreleaseagreementisexecutedinwritingandsignedbyboth Parties in accordance with Art. 13 CO;
(b) theExecutiveremainsinfullcompliancewiththerestrictivecovenantssetforthin the RCA (Schedule 1) and any other agreements with the Company; and
(c) theExecutivehasreturnedallCompanyPropertyinaccordancewithclause6ofthe RCA.
5.2Definitions
Forthepurposesofthisclause5:
(a) "Cause"meanstheterminationoftheExecutive'semploymentasaresultofoneor more of the following: (i) a conviction of a criminal offence (other than a minor road traffic offence not resulting in a custodial sentence); (ii) the commission of any act of theft, fraud, dishonesty, or falsification of employment or Company records; (iii) the improperdisclosureoftheCompanyGroup'sConfidentialInformation(asdefinedinthe RCA); (iv) any action by the Executive which has a material detrimental effect on the Company Group's reputation or business; (v) a course of conduct amounting to gross incompetence; (vi) chronic and unexcused absenteeism; (vii) a material breach by the Executive ofthis Employment Agreement orof the RCA (subject ineach case to acure periodof30daysfromthedateofwrittennotificationtotheExecutiveofthebreach,to the extent that such breach is capable of being cured); or (viii) a material breach bythe Executive of any compliance policy of the Company Group that hasbeen madeavailabletotheExecutive inwritingorisgenerallyaccessibletoemployees(subjecttoa cure period of 30 days from the date of written notification to the Executive of the breach, to the extent that such breach is capable of being cured).
For the avoidance of doubt, the existence of Cause under this clause does not affectthe Company's separate right to terminate the employment with immediate effect for goodcause(wichtigerGrund)underArt.337CO,whichisgovernedsolelybymandatory Swiss law.
(b) "Good Reason" means any one or more of the following actions taken without the Executive's consent: (i) a material adverse change in the Executive's duties or responsibilities; (ii) a material reduction in the Executive's annual base salary or target bonus percentage, other than a reduction applicable to all executives of the same grade; (iii) the relocation of the Executive's principal place of work to a location more than40kilometresfromthecurrentplaceofwork,resultinginamaterialincreaseinthe Executive's commuting time (except for required travel on the Company's business consistent with the Executive's customary business travel obligations); (iv) a failure of any successor to the Company (whether by merger, acquisition, asset transfer, or otherwise)toassumeinwritingthisEmploymentAgreement;or(v)anyotheractionor inaction that constitutes a material breach by the Company of this Employment Agreement.
TheExecutive mustgivewrittennoticetotheCompanyoftheoccurrence ofa Good Reasoneventnolaterthan90daysfollowingthedateonwhichtheExecutivebecomes aware (or
reasonably should have become aware) of such event. The Company shall have 30 days from receipt of such notice to cure the event. If the Company cures the event within such period, it shall not constitute Good Reason. If the Company fails to cure, the Executive's resignation for Good Reason shall be effective at the end of the noticeperiodsetoutinclause5ofthisEmploymentAgreement,runningfromthedate of the Executive's written notice of resignation.
5.3RelationshipwithTerminationforCauseunderArt.337CO
Nothinginthisclause5shallrestricttheCompany'srighttoterminatetheemployment withimmediateeffectforgoodcause(wichtigerGrund)underArt.337CO.Intheevent of termination for good cause under Art. 337 CO, no severance benefits are payable under this clause 5.
6.NOTICES
ForthepurposeofthisEmploymentAgreement,noticesandallothercommunications providedforinthisAgreementwillbeinwritingandbedeemedtohavebeendulygiven if delivered personally, if delivered by overnight courier service, or if mailed by registered mail,returnreceiptrequested,postageprepaid,addressedtotherespectiveaddresses orsentviaelectronicmailtotherespectiveemailaddresses,assetforthbelow,orto such other addressaseither partymayhavefurnishedto theotherinwriting in accordanceherewith,exceptthatnoticeofchangeofaddressshallbeeffectiveonly uponreceipt;provided,that(i)noticessentbypersonaldeliveryorovernightcourier shallbedeemedgivenwhendelivered;(ii)noticessentbyelectronicmailtransmission shall bedeemedgivenat thetimeofdeliveryifbetweenthehoursof9:00 a.m. and5:00 p.m.CET/CESTonabusinessday("businesshours")andifnotduringbusinesshours, at9:00a.m.onthenextbusinessdayfollowingdelivery,providedadelivery confirmationis obtained by thesender; and (iii) notices sent byregisteredmail shall be deemedgiventwo(2)daysafterthedateofdepositinthemail.
For the avoidance of doubt, notice of termination of the Employment Agreement must be received by the other party before the end of the relevant calendar month in order for the notice period to commence in that month.
IftotheExecutive: tosuchaddress asshall mostcurrentlyappearontherecords ofthe Company.IftotheCompany:toWellaInternationalOperationsSwitzerlandSàrlwhose office is at Chemin Louis-Hubert 1 1213 Petit-Lancy, Genève, Switzerland.
7.GARDENLEAVE
Duringthenoticeperiod setoutinclause5,theCompany reservestherightto release the Executive from the duty to work (garden leave), in whole or in part, while continuing to pay the Executive's full salary and benefits.
Duringanyperiodofgardenleave,theExecutiveremainsboundbyallobligationsunder this contract, including confidentiality and the duty of loyalty under Art. 321a CO. The Company may set off accrued but untaken vacation against the garden leave period, provideda
reasonableportionofthegardenleaveremainsavailablefortheExecutiveto seek new employment.
The Company acknowledges that during any garden leave period, the Executive is entitledtotakeupnewemployment,subjecttohiscontinuingdutyofloyaltyunderArt. 321a CO (including the obligation not to compete during the subsistence of the employment relationship). Income earned from new employment during the garden leaveperiodshallnotreducetheExecutive'sentitlementtosalaryandbenefitsduring the notice period.
Fortheavoidanceofdoubt,anyperiodofGardenLeaveservedunderclause7ofthis Employment Agreement during the notice period shall not reduce the severance benefits payable under clause 5 as set out in Schedule 2, and the Severance Period shall commence on the Termination Date (i.e. following expiry of the notice period, including any Garden Leave).
8.REFERENCELETTER
TheExecutiveisentitledtorequestareferenceletter(Arbeitszeugnis)atanytimeduring or after the employment relationship in accordance with Art. 330a CO. Upon written request, the Company shall provide a full reference letter within 30 days, covering the natureandduration oftheemployment andthe Executive's performance andconduct.
TheExecutivemayalternativelyrequestasimpleconfirmationofemployment (Arbeitsbestätigung) limited to the nature and duration of the employment.
9.APPLICABLELAW
ThisEmploymentAgreementisgovernedby,construedandenforcedinaccordance with the laws of Switzerland.
Anyandallmatterswhicharenotregulatedabovewillbegovernedbytherules describedintheEmployee Handbook(inparticularthoserelatingtothewaiverof overtimecompensationandtotheassignmentofintellectualpropertyrightsifthe Executive makes inventions or creates designs not in the performance of his contractual obligations), the Swiss Code of Obligations and the Federal Act on Employment in Industry, Commerce and Services (Employment Act, ArG).
IntheeventofdiscrepanciesbetweenthisEmploymentAgreementandtheEmployee Handbook,theprovisionsofthisEmployment Agreementshallprevail.Intheeventof any conflictbetween this Employment Agreement and mandatoryprovisions of Swiss law (including the Code of Obligations, the Employment Act, and applicable cantonal law), mandatory law shall prevail.
AnydisputearisingoutoforinconnectionwiththisEmploymentAgreementshallbe submitted to the competent courts of the canton of Genève, Switzerland.
ThisclausedoesnotrestricttheExecutive'srighttobringproceedingsatanyother mandatory forum available under Art. 34 of the Swiss Civil Procedure Code (CPC), including the courts at the Executive's habitual place of work.
10.GOVERNINGLANGUAGE
ThisEmploymentAgreementisexecutedintheEnglishlanguage.Intheeventthatthis EmploymentAgreementistranslatedintoanyotherlanguage,theEnglishlanguage version shall prevail incase of any discrepancy or inconsistency.
11.SEVERABILITY
If any provision of this Employment Agreement is held to be invalid, illegal, or unenforceable by a competent court, the remaining provisions shall continue in full forceandeffect.Theinvalidprovisionshallbereplacedbyavalidprovisionthatmost closely achieves the economic and legal purpose of the invalid provision.
12.ENTIREAGREEMENT
This Employment Agreement, together with the WINS documentation and associated loans documentation, the Employee Privacy Notice, the RCA at Schedule 1 and the SeveranceAgreementatSchedule2,constitutestheentireunderstandingoftheParties with respect to its subject matter, and supersedes all prior agreements, promises, assurances, warranties, representations and understandings, both written and oral, between the Parties with respect to its subject matter, including without limitation agreementsenteredintobetweentheExecutiveandanypredecessoroftheCompany.
(b) The Executive agrees that his obligations and restrictions under this Employment Agreement, the RCA at Schedule 1 and the Severance Agreement at Schedule 2 shall continueinaccordancewithitsterms,regardlessofanychangeinhistitle,positionor duties (unless the Parties agree otherwise in writing).
(c) ThisEmploymentAgreement maybeexecutedinanynumberofcounterparts, includingbyelectronicsignature,eachofwhich,whenexecutedanddelivered,shallbe an original, and all the counterparts together shall constitute one and the same instrument.
(d) Onlythe Executive, the Companyand anyGroupCompanycanenforce anyprovision ofthis Employment Agreement, the RCAatSchedule 1 andthe Severance Agreementat Schedule 2 and no term is enforceable by any person who is not a party to it.
AnyamendmentsoradditionstothisEmploymentAgreementmustbemadeinwriting and signed by both parties.
| WELLAInternational OperationsSwitzerlandSàrl | ||||||||||||||
| Signature: | /s/ Melanie Champetier | |||||||||||||
| Date: | 04/29/2026 |
Readandapproved:
| Signature: | /s/ Hugo Kunetz | |||||||||||||
| Date: | 04/23/2026 | |||||||||||||
| Genève | ||||||||||||||
| Hugo Kunetz |
Schedule1CONFIDENTIALITY,NON-COMPETITIONANDNON-SOLICITATION AGREEMENT- RCA
This AGREEMENT (the "RCA") is made and entered into as of this 23 April2026 by and between
WellaInternationalOperationsSwitzerlandSàrlwhoseofficeisatChemin Louis-Hubert 1 1213 Petit-Lancy, Genève, Switzerland (Hereinafter referred to as the "Employer"or"Company"and,collectivelywithitsaffiliates,the"CompanyGroup"),
And
HugoKunetz[*](Hereinafter referred to as the "Executive") each a "Party," (and collectively, the "Parties").
InconsiderationofExecutive'scontinuedemploymentbytheCompany,andintending to be legally bound, the Parties agree as follows:
1. Definitions.
(a) "CompetingEntity"meansanybusiness,individual,partnership,firm,corporation, or other entity which wholly or in any significant part engages in any Competitive Activity.
(b) "Competitive Activity" means any business, work or other activity that directly engagesinorcompeteswiththecoreproductlinesandservicesoftheCompanyGroup (including but not limited to hair care, styling or colour products, nail products or services or the development, manufacture or sale of electrical hair devices) in which the Executive was materially involved or about which the Executive obtained ConfidentialInformationduringthelasttwo(2)yearsoftheExecutive'semployment.
The geographic scope of the Competitive Activity restriction shall be limited to Switzerland and such other countries in which the Executive had direct operational responsibilityoraboutwhichtheExecutiveobtainedConfidentialInformationduring the last two (2) years of the Executive's employment with the Company.
(c) "ConfidentialInformation"meansinformationdisclosedtooracquired,developed, learned or known by Executive as a result of or in connection with Executive's employmentwiththeCompany,thatisnotgenerallyknownintheindustryinwhichthe Company is engaged or ascertained from public or published information, about the Company Group (including without limitation its business, products, processes, systems and services, in existence or under development), its customers, vendors and suppliers.
Confidential Information includes, by way of example: Trade Secrets; information relating to the Company Group's business plans and the Company Group's business as conducted and anticipated to be conducted; past, current and anticipated products, services and product- and service-related processes, methods, plans, techniques, systems and services of the Company Group; technical notebook records; patent applications; machine, equipment, process and product designs, including anydrawings anddescriptions thereof; unwritten knowledge andknowhow; software and securityinformation andprograms; operatinginstructions; product andservice-related training manuals; production and development processes and costs thereof; raw material costs; selling costs; delivery costs; production schedules; customer lists; customerpreferences,pricingandcostdata;customerpurchasingandothercustomer-related records and information, including any compilations thereof; non-public information concerning suppliers and vendors of the Company Group; tax information; mailing lists; product sales records; territory listings; market surveys; marketing plans; strategic plans; and, any non-public and confidential information of third parties entrusted to the Company Group.
(d) "RestrictedCustomer" meansanyfirm,company,orpersonwho,duringthe2years before termination, was a customer or prospective customer of or was in the habit of dealing with the Company Group with whom Executive had direct personal contact or aboutwhomExecutivebecameawareorinformedduringtheExecutive'semployment.
(e) "Restricted Period" forthepurposes of:i.Section 7of this RCA, the six (6)months period;andii.Section8ofthisRCA,thetwelve(12)monthsperiod;commencingonthe date of termination of Executive's employment with the Company.
The Parties acknowledge that the Restricted Periods specified above are within the maximumdurationpermittedunderArt.340a(1)CO(threeyears)andareconsideredby the Parties to be proportionate and reasonable considering the Executive's seniority, access to Confidential Information, and customer and employee relationships.
(f) "Restricted Person" means anyone employed or engaged (or who was employed or engagedbytheCompanyandwheresuchemploymentorengagementwasterminated intheprevious12months)bytheCompanyGroupatthelevelofH1oraboveandwho could materially damage the interests of the Company Group if they were involved in any capacity in any Competitive Activity and with whom Executive dealt in the 12 months before termination in the course of Executive's employment.
(g) "TermofEmployment"meanstheperiodcommencinguponExecutive'sdateof employment with the Company and ending upon the termination of Executive's employment with the Company, for any reason.
(h) "Trade Secret" means any formula, pattern, device or compilation of proprietary informationorknowhowthatisusedinorrelatedtotheCompanyGroup'spast,present or anticipated business and gives the Company Group an opportunity to obtain an advantage over competitors who do not know or use such Trade Secret.
(i) "CompanyProperty" meansallpropertyoftheCompanyGroupin Executive's possession, custody or control, including without limitation: computers, personal computers,laptops,notebooks,disks,memorycardsand sticks,anddata,inanyform (including data of the Company Group retained on any computer); any home office equipment purchased for or provided to Executive by the Company; documents, files and records, in any form (including originals and any copies thereof); mobile phones, iPhones and similar electronic devices; keys, identification and access cards; and any other documents, materials, equipment or other property of the Company Group.
(j) "Copyright Work" means any work of authorship, including computer software, thatExecutiveprepared aloneorwithotherswithinthescopeofExecutive'semployment relating to the subject matter of Executive's employment, during the Term of Employment.
(k) "Invention" means any discovery or improvement relating to any technology, article,product, formula, composition of manner, process, information system, computer hardware or software, computer application, or computer code in source or object form,design,device,biologicalmaterialormachinery,whetherornotpatentable,and allrelated knowhow,andanytrademarkorservicemark(i)thatismade,conceivedor first reduced to practice by Executive, alone or with others, during the Term of Employment, and that directly or indirectly relates to the past, present or anticipated businessaffairsoftheCompanyGroupatthetimeoftheconceptionorresultsfromor is suggested by any work that Executive has done or may do for the Company.
Information shall notbe deemed Confidential Information ifit becomes generally knowntothepublic(asshownbyapubliclyavailabledocument)otherthanbecauseof an unauthorized disclosure, use or action by Executive or at Executive's direction or by any other person who directly or indirectly receives such information from Executive.
2. Confidentiality.
(a) Executive shall not, during the Term of Employment or at any time thereafter, directly,orindirectlydiscloseoruse,forExecutive'sownbenefitorthebenefitofanythirdparty, any Confidential Information. Executive acknowledges that, because Confidential Information is extremely valuable, the Company Group takes appropriate measures to maintain its confidentiality, and that Executive has an obligation to safeguard and protect Confidential Information from disclosure and use.
(b) TheobligationsinSection 2(a)above do not applyto:i.anyuseordisclosure requiredbylaw;ii.anyinformationwhichisalreadyin,orcomesinto,thepublicdomain other than through Executive's unauthorized disclosure; or iii. a protected disclosure within the meaning of the applicable law.
(c) Executiveagreesnottoretainanydocuments,materialsorthingsthatembodyor containConfidentialInformationwhenExecutive'semploymentisterminated,andto return all such documents, materials, and things to the Company prior to their departure.
(d) FollowingtheterminationofExecutive'semploymentwiththe Company,the obligations contained in this Section 2 shall continue insofar as is necessary to protect thelegitimateinterestsoftheCompany,inaccordancewithArticle321aparagraph4of the Swiss Code ofObligations.The duty of confidentiality with respect to Trade Secrets shall continue without time limit. The duty of confidentiality with respect to other Confidential Information shall continue for a period of five (5) years following the terminationofExecutive'semployment,unless alongerperiodisjustifiedbythenature of the information.
3. OwnershipofRights.
AllInventionsmadebytheExecutiveinthecourseoftheExecutive'sworkforthe CompanyandintheperformanceoftheExecutive'scontractualdutiesshallbelongto the Company in accordance with Article 332 paragraph 1 of the Swiss Code of Obligations.
InventionsmadebytheExecutiveinthecourseoftheExecutive'sworkfortheCompany but outside the performance of the Executive's contractual duties shall be subject to the notification and acquisition rights set forth in Article 332 paragraphs 2 and 3 of the Swiss Code of Obligations.
The copyright in any software created by the Executive in the performance of the Executive'scontractualdutiesshallbelongtotheCompanyinaccordancewithArticle 17 of the Swiss Federal Act on Copyright and Related Rights (CopA).
ForallotherCopyrightWorkscreatedbytheExecutiveintheperformanceofthe Executive's contractual duties, the Executive hereby grants and assigns to the Company,tothefullestextentpermittedbylaw,allrights ofuseandexploitation.
The Executive acknowledges that under Swiss law moral rights (droit moral/Urheberpersönlichkeitsrechte)cannotbetransferredbutmaybewaived.Tothe fullest extent permitted by the Swiss Federal Act on Copyright and Related Rights (CopA),theExecutiveagreesnottoexerciseanymoralrightsinrespectofEmployment Copyright Works in a manner that is inconsistent with the Company's use and exploitation of such works.
TheCompany'sownershiprightsunderthisRCAshallbeinadditiontotheCompany's rights under applicable law.
4. Assignments/Applications.
Upon the request of the Company, during the Term of Employment or at any time thereafter, Executive shall, at the Company's expense (but with no further remunerationto Executive): (i) promptly assign to the Company or its designee any right, title or interestExecutive mayhavein andto any Confidential Information, Invention (and all patents arising therefrom) or Copyright Work in accordance with applicable laws; (ii) promptly and fully assist the Company in the preparation and filing of any patent, copyright, trademark or other application for the
protection of any Invention or CopyrightWork;and(iii)promptlysignalllawfulpapers,takealllawfuloathsanddoall lawful acts requested by the Company in connection with the protection of any Confidential Information, Invention or Copyright Work.
5. DisclosureofInventions.
(a) ExecutiveshalldisclosetotheCompanyanypre-existinginventionsthatarerelated to the Company's business. Such pre-existing inventions shall remain the property of the Executive unless otherwise agreed in writing.
(b) Executive agrees to promptly provide notice to the Company of all inventions made, conceived, or first reduced to practice by Executive, solely or jointly with others, during theTermofEmploymentwhetherornotExecutivebelievestheyconstituteInventionsas defined in this Agreement, and whether or not Executive believes they are patentable.
(c) TheCompanyagreestoreceiveandreviewthedisclosuresmadebyExecutive pursuant to this Section 5 in confidence.
6. ReturnofCompanyProperty.
UponterminationofExecutive'semploymentwiththeCompanyforanyreason,orat anyothertimeuponrequestbytheCompany,Executiveshallpromptlyreturntothe Company all Company Property.
Any retention right under Art. 895 of the Swiss Civil Code shall be excluded. Executive agreestonotifytheCompanyofanyCompanyPropertythatcannotbereturneddueto loss or destruction.
7. Non-competition.
(a) Subject to Section 7(b) and Section 7(d) below, during the Term of Employment and the Restricted Period, Executive shall not on Executive's own behalf or on behalf of any third party, as owner, principal, agent, partner, Executive, officer, director, consultant, contractor or otherwise, engage in any Competitive Activity save that Executive may be interested for the holding as a passive investor only of not more than 3% of the issued ordinary shares of anycompanyofaclasswhicharelistedortradedonanymarketofaRecognisedInvestment Exchange. The Executive acknowledges that the conditions for a valid non-competition clause under Art. 340(2) CO are satisfied, namely that the employment relationship has given the Executive access to the Company's clientele and/or manufacturing and business secrets, and that the use of such knowledge would be capable of causing the Company appreciable prejudice.
(b) The Company may waive the non-compete provisions in this Section 7 at its sole discretionatanytimebeforeorduringtheRestrictedPeriodbygivingwrittennoticetothe Executive. Such waiver shall take effect three (3) months after receipt of the notice by the Executive, or upon expiry of the Restricted Period, whichever occurs first.
(c) In the event of violation of any post-contractual undertaking of this Section 7, the Company shall be entitled to claim a contractual penalty in an amount equal to six (6) months of Executive's base compensation. The payment of this penalty does not free Executive from the
prohibition of competing. In addition to the contractual penalty for any breach of this Section 7 and compensation for damages as a result of such a breach, the Company shall in any case be entitled to request that Executive be restrained from any violation of this Section 7 according to article 340b paragraph 3 of the Swiss Code of Obligations. The Company acknowledges that a court of competent jurisdiction may reduce the contractual penalty if it considers the penalty to be excessive (Article163 paragraph 3 of theSwissCodeofObligations).ThePartiesacknowledgethattheSeveranceBenefitspayable under the Severance Agreement (Schedule 2) constitute, in part, compensation for the Executive's post contractual non-competition and non-solicitation obligations under thisRCA.
(d) The post-contractual non-competition obligation set out in this Section 7 shall lapse in accordance with Article 340c of the Swiss Code of Obligations, in particular if: (i) the Company terminates the employment relationship without the Executive having given justifiable cause for such termination; or (ii) the Executive terminates the employment relationship for justifiable reason attributable to the Company; or (iii) the Company no longer has a demonstrable interest in the maintenance of the prohibition. In the event that the non-competition obligation lapses under this Section 7(d), the Executive shall remain entitled to any other Severance Benefits to which the Executive is otherwise entitled under the Severance Agreement.
(e) Non-Competition Compensation.
(i) Subject to the conditions set forth in this Section 7(e), where during the Restricted Period the Executive does not accept employment or any other remunerative association with any person or entity by reason of the non-competition restrictions in this Section 7, the Company shall pay the Executive, for each month of the Restricted Period during which such restrictions remain in effect, a sum equal to the Executive's gross monthly base salary as at the date of termination of employment, less all applicable statutory and customary payroll deductions (the "Non-Competition Payment"). As a condition of receiving any Non-Competition Payment, the Executive shall provide the Company with bona fide evidence that the Executive has been prevented from accepting an offer of employment, consultancy, directorship or other remunerative engagement from a competing business or other entity by reason of the restrictions in this Section 7. Such evidence shall include, without limitation, a copy of a written offer of employment or engagement, correspondence from the prospective employer or engaging party, or such other verification as the Company may reasonably require.
(ii) The Restricted Period and the corresponding period during which Non-Competition Payments are payable shall each be reduced by any month or part thereof during which the Executive is placed on garden leave by the Company prior to the effective date of the Executive’s termination of employment. For the avoidance of doubt, no Non-Competition Payment shall be due in respect of any month or part thereof already covered by garden leave.
(iii) Any Non-Competition Payment otherwise payable under this Section 7(e) shall be reduced by the amount of any payment in lieu of notice made by the Company to the Executive to the extent that such payment in lieu of notice covers any monthly portion of the Restricted Period. For the avoidance of doubt, no Non-Competition Payment shall be due in respect of
any month or part thereof already covered by any payment in lieu of the Executive’s 6 months’ notice period.
(iv) Each monthly Non-Competition Payment shall also be reduced, on a month by month basis and a Swiss Franc-for-Swiss Franc basis, by the total gross remuneration and benefits the Executive receives or is entitled to receive in the relevant month from any source, including without limitation any compensation for services rendered as an employee, owner, principal, agent, consultant, director for the Company or elsewhere or in any other capacity, and any retirement benefit, severance payment, disability benefit, sickness benefit, unemployment benefit, unemployment insurance payment or any other benefit of any kind.
(v) The Company's obligation to make each monthly Non-Competition Payment shall be conditional upon its receipt, no later than the tenth (10th) business day following the end of each calendar month of the Restricted Period, of a signed written certificate from the Executive setting forth in reasonable detail: (A) all amounts paid or payable to or for the benefit of the Executive during such month from any source described in Section 7(e)(iv); and (B) confirmation that the Executive has complied with all obligations under this Section 7 during such month. The Company shall make each Non-Competition Payment within fifteen (15) business days of its receipt of a compliant certificate.
(vi) The Company's obligation to make any Non-Competition Payments under this Section 7(e) shall cease upon the earliest of: (A) 7 days following the Company providing a written waiver to the Executive, sent to his last notified email address of the Company’s decision to waive the non-competition restrictions pursuant to Section 7(b); (B) the expiration of the Restricted Period; or (C) any breach by the Executive of the non-competition obligations set forth in this Section 7.
8. Non-solicitation;Non-interference.
(a) During the Term of Employment and the Restricted Period, Executive shall not directly or indirectly solicit, induce or retain, or assist any third party in soliciting, inducing or retaining, any Restricted Person of the Company Group to become associatedwith,ortoperformservicesonbehalfof,ExecutiveoranyCompetingEntity, or otherwise disrupt, impair, damage or interfere with the Company Group's relationships with itsemployees.
(b) During the Term of Employment and the Restricted Period, Executive shall not directly or indirectly solicit, induce or influence, or attempt to solicit, induce or influence,any Restricted Customer to divert his, her or its business to any Competing Entity, or otherwise disrupt, impair, damage or interfere with any of the Company Group'scontractualorbusinessrelationships,includingwithoutlimitationwithrespect to any of its customers, suppliers or vendors.
(c) Intheeventofviolationofthepost-contractualnon-solicitationornon-interference obligations,the Company shallbeentitled to claim acontractualpenalty inan amount equaltosix (6) months of Executive's base compensation.The paymentofthis penalty does not free the Executive from the prohibition of solicitation and interference.
InadditiontothecontractualpenaltyforanybreachofthisSection8andcompensation for damages as a result of such a breach, the Company shall in any case be entitled to requestthat
Executiveberestrainedbyimmediatecourtinjunctionfromanyviolationof this Section 8 according to article 340b paragraph 3 of the Swiss Code of Obligations.
The Company acknowledges that a court of competent jurisdiction may reduce the contractualpenaltyifitconsidersthepenaltytobeexcessive(Article163paragraph3of the Swiss Code of Obligations).
(d) Thepost-contractualnon-solicitationobligationsetoutinthisSection8shalllapse in the circumstances set out in Section 7(d) of this Agreement, mutatis mutandis.
The Parties acknowledge that the non-solicitation provisions of this Section 8 are subjecttothesameformalrequirementsasanon-competitionclauseunderArt.340et seq.CO,giventheircomparablerestrictiveeffectontheExecutive'seconomicfreedom.
9. NoticeofNewEmployment.
If,atanytimeduringtheTermofEmploymentortheRestrictedPeriod,Executiveis offered employment or other remunerative association, from a Competing Entity, and wishes to accept the same, Executive shall provide to the Company, promptly upon receiptofsuchoffer,writtennoticeofsuchoffer,identifyingsuchthird party(including the location, by city and country, of the office in which Executive expects to work), specifyingtheposition ortitleoffered toExecutive, anddescribing Executive's anticipateddutiesandresponsibilitiesinthatposition,includingwithoutlimitationwith respect to any products, services, businesses and geographic markets.
TheCompanyshalltreatanyinformationprovidedbyExecutivepursuanttothisSection 9 confidentially and shall not contact the prospective employerwithout the Executive's prior written consent.
ExceptasprovidedhereinorasotherwisenecessarytoenforceitsrightsunderthisRCA,theCompanyshallmaintaintheconfidentialityofanyinformationprovidedby Executive pursuant to this Section 9.
10. AgreementswithFormerEmployers.
Executive represents and warrants that to the best of the Executive's knowledge, no agreementsexistbetweentheExecutiveandanypreviousemployer(oranyotherthird party)thatwouldmateriallyrestricttheExecutive'sabilitytofulfiltheExecutive'sduties under this RCA, or that the Executive has disclosed any such agreements to the Companyin writingpriortotheexecution ofthis RCA.
Executive further acknowledges that the Company expects Executive to respect and safeguardtheconfidentialinformationandtradesecrets,ifany,ofExecutive'sformer employers, and not to disclose to the Company or use in connection with his or her employment with the Company any such information, unless such information is no longerconfidentialorsuchformeremployer(orotherthirdparty)hasconsentedtoits use by Executive.
Executive understands the Company shall rely upon the accuracy and truth of the representationsandwarrantiesofExecutivesetforthhereinandExecutiveconsentsto such reliance.
11. ReasonablenessofRestrictions.
Executive acknowledges and agrees that the Company Group's Confidential Information, as well as its relationships and good will with customers, prospective customers, vendors, suppliers, and Executives, constitute valuable and protectable assetsoftheCompanyGroup,developedattheexpenseoftheCompanyGroup,and that Executive has been privy to and enjoyed access to and other benefits of such assets during and as a result ofExecutive's employment with the Company.
Executivefurtheracknowledgesandagreesthattherestrictionscontainedin Sections 2, 3, 4, 5, 7 and 8 above are reasonable and necessary to preserve the Company's legitimatebusinessinterestsinprotectingsuch assets,andthatsuch restrictionsshall not prevent Executive from earning a livelihood in Executive's chosen occupation.
12. ProceduralCosts.
The allocation of procedural costs and party compensation in any suit, action or proceedingarisingoutoforseekingenforcementofthisRCAshallbegovernedbythe applicable provisions of the Swiss Civil Procedure Code.
13. Notices.
NoticesunderthisRCAmustbegiveninwritingandshallbedeliveredbyhandor mailedbycertifiedmail,returnreceiptrequested,postageprepaidorsentbyregistered mailorcourierservicewithproofofdelivery,tothePartiesatthefollowingaddresses(or at such other address for a Party as shall be specified by such Party by like notice):
ToExecutiveat:Executive'slastknownaddressintheCompany'srecords.
TotheCompanyat:WellaInternationalOperationsSwitzerlandSàrl(WellaSwitzerland Sàrl), Chemin Louis-Hubert 1, Petit-Lancy, 1213, Genève, Switzerland.
AnynoticedeliveredpersonallyunderthisSection13shallbedeemedgivenonthedate delivered, and any notice sent by certified mail, postage prepaid, return receipt requested, orbyregistered mail orcouriershall be deemed given on the date mailed (provided a proof of postage is obtained as evidence).
14. Choiceof Law.
ThePartiesagreethatthisRCAshallbegovernedandconstruedinaccordancewiththe substantive laws of Switzerland. Place of jurisdiction shall be, at the choice of the claimant,eithertheplaceofdomicileofthedefendantortheplacewheretheExecutive habituallyperformswork(article34paragraph1oftheSwissCivilProcedureCode).For theavoidanceof
doubt,themandatoryprovisionsofSwissemployment lawshallapply to this RCA and shall prevail in the event of any conflict with the terms of this RCA.
15. Assignment.
Executive may not assign any of Executive's rights or obligations under this RCA. This RCA shall be binding upon and inure to the benefit of the Company's successors and assigns.Withoutlimitingtheforegoing,the Companymayassignitsrightsanddelegate itsdutieshereunderinwholeorinparttoanytransfereeofalloraportionoftheassets or business to which Executive's employment relates.
16. Waiver.
Thefailureofthe Companytoseekenforcementofanyprovisionofthis RCAinany instanceorforanyperiodshallnotbeconstruedasawaiverofsuchprovisionorofthe Company's right to seek enforcement of such provision in the future.
17. Severability.
Executiveagreesthat eachsectionofthisRCAshallbe separatelyenforceable,andthat the invalidity of one section shall not constitute a basis for declaring the other sections unenforceable. If any court of competent jurisdiction shall construe any provision of thisRCAtobeunenforceableaswritten,such provisionshallbereducedormodifiedto the minimum extent necessary to render it enforceable under applicable Swiss law, in accordance with Article 340a paragraph 2 of the Swiss Code of Obligations where applicable.
18. EntireAgreement.
This RCA contains the entire understanding of the Parties with respect to its subject matter, and supersedes all prior agreements, promises, assurances, warranties, representations andunderstandings, bothwritten andoral,betweenthePartieswith respect to its subject matter, including without limitation agreements entered into betweenExecutiveandanypredecessoroftheCompany,exceptforanyconfidentiality, non-competition, or non-solicitation covenants, which shall remain in full force and effectinaccordancewiththeirterms.ThisRCAdoesnotderogatefromany mandatory provisions of Swiss law, including the Swiss Code of Obligations.
Executive agrees that Executive's obligations and restrictions under this RCA shall continueinaccordancewithitsterms,regardlessofanychangeinExecutive'stitle, position, or duties (unless otherwise agreed).
19. FormofSignature.
The Parties acknowledge that the post-contractual non-competition and non-solicitation obligations contained in Sections 7 and 8 of this RCA must be agreed in writinginaccordancewithArticle340paragraph1oftheSwissCodeofObligations.
TheParties shall execute this RCAbymeans of handwritten signature orqualified electronicsignaturewithinthemeaningofArticle14paragraph2bisoftheSwissCode of Obligations.
TheParties acknowledgethat astandardelectronicsignature(e.g.,aclick-to-signor simpleelectronicsignature)doesnotsatisfythewrittenformrequirementunderArt. 340(1)CO.Onlyahandwritten(wetink)signatureoraqualifiedelectronicsignature issued by a recognised Swiss certification service provider in accordance with the Federal Act on Electronic Signatures (ZertES) shall be used to execute this RCA.
20. Counterparts.
ThisRCAmaybeexecutedincounterparts,eachof whichwhensignedshallbedeemed to be an original, and all of which together shall constitute one and the same Agreement.
21. Headings.AlldescriptiveheadingsinthisRCAareintendedsolelyforconvenience, and no provision of this RCA is to be construed by reference to any heading.
22. Acknowledgment.
Executive acknowledges that Executive has carefully read and fully understands this RCAandthatExecutivehashadsufficienttimetoconsiderthedecision whethertosign this RCA and to seek and obtain the advice of independent counsel.
ExecutivefurtheracknowledgesthatExecutivehasenteredintothisRCAvoluntarily, knowinglyandwithoutduress,and thatneithertheCompanynoranyofitsofficers, directors, Executives, agents, or representatives have made any representations inconsistent with the provisions of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed, or caused their duly authorizedofficerstoexecute,thisRCAasofthedayandyearfirstabovewritten.
| WellaInternationalOperationsSwitzerlandSàrl(WellaSwitzerlandSàrl) | ||||||||||||||
| Signature: | /s/ Melanie Champetier | Date: | 04/29/2026 | |||||||||||
| Hugo Kunetz | ||||||||||||||
| Signature: | /s/ Hugo Kunetz | Date: | 04/23/2026 |
Schedule2-SEVERANCEAGREEMENT
ThisSeveranceAgreement(the"SeveranceAgreement")ismadeandenteredintoasof this 23 April 2026
by andbetween
WellaInternationalOperationsSwitzerlandSàrlwhoseofficeisat Chemin Louis-Hubert 1 1213 Petit-Lancy, Genève, Switzerland (Hereinafter referred to as the "Employer"or"Company"and,collectivelywithitsaffiliates,the"CompanyGroup"),
And
HugoKunetzof[*](Hereinafterreferredtoasthe "Executive") eacha“Party,”(andcollectively,the“Parties”).
WHEREAS: (A) The Company as employer and the Executive entered into an employmentagreementandRCAonXApril2026(the"EmploymentAgreementandthe RCA"). (B) The Company decided to terminate the Executive on XXX. (C) The Company andtheExecutivehavedecidedtoenterintothis severance agreement (the“Severance Agreement”)inordertoconclusivelysettleanyandall aspectsofthetermination ofthe employment relationship.
NOW,THEREFORE,thePartiesagreeasfollows:
1.TerminationoftheEmploymentAgreement
(a) The Parties hereby agree that their employment relationship will end on the date of receipt of the notice of termination plus the Executive’s 6 months' notice period (the "Termination Date"). The notice period shall run to the end of a calendar month in accordance withArt. 335c CO.
(b) The Parties acknowledge that the Termination Date is subject to any mandatory extension required under Art. 336c of the Swiss Code of Obligations (blocking periods duetoillness,accident,pregnancy,military serviceorsimilarprotectedevents).In the eventablockingperiodapplies,theTerminationDateshallbeextendedaccordinglyby operation of law.
(c) TheExecutivewillbereleasedfromtheExecutive'sprofessionaldutieseffectivefrom XXX (the "Garden Leave"). All other contractual duties and obligations of the Executive, notably the Executive's fidelity and loyalty duties, shall remain in force until the end of the employment relationship.
(d) TheExecutivefurtherundertakestosignanydocumentnecessarytoreflectthe termination of the Employment Agreement.
2.HolidayBalance
The Parties agree that outstanding holiday entitlement shall be offset against the GardenLeave,providedthedurationoftheGardenLeaveisatleastthreetimesthe Executive's outstanding holiday balance.
To the extent the Garden Leave is insufficient to fully offset the outstanding holiday balanceundertheforegoingstandard,theCompanyshallpayouttheremainingholiday entitlement with the final salary payment.
Fortheavoidance ofdoubt, anypaymentinlieuofuntakenvacationshallbecalculated on the basis of the Executive's daily salary rate and shall be subject to applicable social security deductions.
3.Salary
TheCompanyshallpaytotheExecutivehisusualsalary,subject toalllegaland contractual deductions, until the Termination Date.
Thefinalsalarypaymentshallincludeanyaccruedbutuntakenvacationandshallbe accompanied by a detailed payslip and a certificate of salary (Lohnausweis) for tax purposes.
4.SeveranceBenefits
4.1 Subjecttoclause5.1oftheEmploymentAgreement,theCompanyshallprovidethe Executive with the following severance benefits:
(i) CompensationPayments.Anamountequaltotwelve(12)monthsoftheExecutive's annual base salary (as in effect on the Termination Date), payable in equal monthly instalments in accordance with the Company's standard payroll schedule. The first instalmentshallbepaidwiththefirstregularpayrolldatefollowingtheeffectivedateof the separation and release agreement. The Company may, at its option, elect to pay CompensationPaymentsinasinglelumpsum.
(ii) Pro-Rata Annual Bonus.A pro-rata portion of the Executive's annual target bonus under the AIP for the fiscal year in which the Termination Date occurs, calculated by multiplying(a)theExecutive'stargetbonusfortherelevantfiscalyear(attarget)by(b)a fraction, the numerator of which is the number of calendar days from the start of the fiscal year through the Termination Date, and the denominator of which is the total number of calendar days in the fiscal year. This amount shall be payable at the same timeasannualbonusesarepaidtosimilarlysituatedexecutivesoftheCompany,andin any event no later than the end of the ninth month following the close of the relevant fiscal year.
(iii) Prior-YearBonus.TotheextenttheTerminationDatefallsaftertheendofa completedfiscalyearbutbeforetheannualbonusforthatfiscalyearhasbeenpaid,the Executive shall receive the annual bonus under the AIP for such completed fiscal year, calculated on the basis of actual
individual and corporate performance and as approvedbytheBoard,payableatthesametimeasannualbonusesarepaidto similarly situated executives of the Company.
4.2 DeductionsandTaxTreatment
Allseverancepaymentsunderthisclause4shallbesubjecttodeductionofincometax (including withholding tax at source, if applicable), employee social security contributions(AHV/IV/EO/ALV),andanyotherdeductionsrequiredbyapplicableSwiss federalorcantonallaw.NoBVGpensionfundcontributionsshallbeowedordeducted with respect to the Compensation Payments under clause 4.1(i), as these are post-employment payments.
4.3 Non-CompetitionandNon-Solicitation
The Parties acknowledge that the severance benefits payable under this clause 4 constitute,inpart,compensationfortheExecutive'spost-contractualnon-competition and non-solicitation obligations under the RCA (Schedule 1). In the event the non-competition or non-solicitation obligations lapse by operation of law pursuant to Art. 340c CO (in particular, where the Companyterminates the employment without the Executive having given justifiable cause), the Executive shall remain entitled to the severance benefits under this clause 4, but no portion of such benefits shall be attributable to the lapsed restriction(s).
4.4 CessationofSeveranceBenefits
To the extent permitted by applicable law, if the Executive materially breaches the restrictive covenants set forth in the RCA (Schedule 1) or the terms of the separation andreleaseagreement,theCompanymay,upongivingwrittennoticetotheExecutive specifying the nature of the breach:
(a) suspendpaymentofanyunpaidCompensationPaymentspendingresolutionofthe alleged breach; and
(b) ifthebreachisconfirmedbyacourt ofcompetentjurisdictionor acknowledgedby theExecutive,setoffagainstremainingunpaidCompensationPaymentsany damages awarded to the Company or any contractual penalty due under the RCA.
Fortheavoidanceofdoubt,(i)themereassertionofclaimsarisingfrommandatory provisions of Swiss law shall not trigger any suspension or reduction of severance benefits,and(ii)anyset-offshallbelimitedtotheextentpermittedbyArt.323bCO.
The Compensation Payments are subject to any applicable deductions and withholdings(e.g.socialsecurity,taxes).Nopensionfundcontributionsareowed and/or deducted with regard to the Compensation Payments.
The Executive acknowledges that the Compensation Payments, being post-employmentpayments,arenotsubjecttoBVGpensioncontributionsanddonot accrue further occupational pension entitlements.
4.5 HealthInsuranceBenefit.
The Company will paythe Executive an amount equal to the cost of the Employer's portionofcontinuingsupplementarymedicalinsurancecoveragepremiumsunderthe Company'sortheEmployer'smedicalplan(atthecontributionlevelineffectforactive Executives) for twelve (12) months for the Executive and his covered dependents enrolled in such plan as of the Termination Date.
Fortheavoidanceofdoubt,thisbenefitrelatessolelytotheCompany'ssupplementary medical insurance scheme and not to the Executive's mandatory Swiss health insurance (KVG/LAMal), which remains the Executive's personal responsibility.
TheCompany,atitsoption,mayelecttopaythehealthinsurancebenefitdescribedin this section in a lump sum.
Notwithstandingtheforegoing,theCompany(i)reservestherighttoprovidethehealth insurance benefit under this Section 4(iii) through any such other arrangement as it deemsnecessary;and(ii)willinanyeventceasetoprovidethehealthinsurancebenefit described in this section as of the date that the Executive becomes eligible for substantially similar health insurance coverage with a subsequent employer.
Nohealthinsurancebenefitswillbeprovidedifnosuchbenefitswereprovidedtothe Executive at the Termination Date.
4.6 Outplacement Services. If requested in writing by the Executive no later than the TerminationDate,theCompanywillprovideoutplacementservicestotheExecutiveas determined at the discretion of the Company through a provider selected by the CompanyfortheperiodbeginningontheTerminationDateandendingatthelateston the 6-month anniversary of the Termination Date.
5. EquityBenefit
Benefitswithrespecttoequity-basedcompensationgrantedundertheShareholders' Agreement relating to Rainbow Capital Group Limited dated June 30, 2022 (the "Management SHA") shall be governed by the terms of the Management SHA.
6. ReturnofProperty
The Executive shall return all Company property and information the Executive has receivedin thecourseoftheExecutive'semploymentwiththe Company,includingbut notlimitedtodocuments,laptopcomputer,computer-generatedinformation,reports, books, studies, data, credit cards, Executive identification, access cards and other such materials and the Executive shall retain no copies of any such property or information.
Alloftheabovepropertyshallbeingoodcondition,savefornormalwearandtear.The property shall be returned within 1 week following the Termination Date.
7. NewEmploymentPriortoTerminationDate
In case the Executive wishes to take up new employment or other business activities prior to the Termination Date, the Executive will in advance submit a corresponding written request to the Company. If the Company agrees to such new employment or other business activities, the employment relationship between the Executive and the Company shall be deemed terminated as at the start date of such new employment or other business activities (the "Early Termination Date"). In such case, any reference in this Agreement to the Termination Date shall refer to the Early Termination Date instead. For the avoidance of any misunderstanding, the Executive shall remain entitled to the Severance Benefits as defined in Section 4 above.
8. Confidentiality,Non-CompetitionandNon-SolicitationAgreement
The Executive agrees and confirms that the Executive's undertakings according to the Confidentiality, Non-Competition and Non-Solicitation Agreement entered into on [date] April 2026 ("RCA"), remain in full force and effect, provided however that the Partiesacknowledgethatthenon-competitionobligationsundertheRCAshalllapseby operationoflaw pursuanttoArt.340cof theSwissCodeof ObligationsiftheCompany terminated the employment without good cause attributable to the Executive.
9. Non Disparagement The Executive shall not make, participate in the making of, or encourageanyotherpersontomake,anypublicstatements,writtenororal,whichare intended to criticize, disparage, or defame the goodwill or reputation of,or which are intended to embarrass the Company and/or any of the Company's directors, officers, executives,employees,formeremployees,partners,stakeholders,agentsorattorneys.
The Executive further agrees not to make any negative public statements, written or oral, relating to the employment, the termination of employment, and/or any aspect ofthe business of the Company.
Onitsside,theCompanyshallensurethatanycomment,referenceorcommunication thatisdone regardingtheExecutiveshall reflectthequalityoftheentireemployment relationship, throughout the years as described in the Work Certificate mentioned under Article 10 hereunder.
NothinginthisSection9shallpreventeitherPartyfrommakingdisclosuresrequiredby law,byacourtofcompetentjurisdiction,orbyanyregulatoryauthority,orfrommaking truthful statements in legal proceedings.
10. WorkCertificate
TheCompanyshalldeliveraworkcertificate(Arbeitszeugnis)totheExecutivewithina monthoftheTerminationDateinaccordancewithArt.330aCO.Uponrequest ofthe Executive, the Company will issue an interim work certificate as well.
11. AccidentandLossofEarningsInsurances;Pension
The Executive confirms they have received from the Company written information confirmingasummaryof:(i)theconsequencesoftheterminationoftheEmployment Agreement on the Executive's insurance coverage; and (ii) the deadline and key conditions whichtheExecutiveshouldcomply withiftheywanttoarrangeinsurance cover with the same insurance companies.
TheExecutiveacknowledgesthat:
(a) Non-occupationalaccidentinsurance(UVG)coveragecontinuesfor31days followingtheTerminationDate(the"Nachdeckungsfrist").TheExecutivemayarrange transitional coverage by agreement with the insurer (Abredeversicherung) for up to 180days thereafter.
(b) Daily sickness benefits insurance (Krankentaggeldversicherung) coverage ceases on the Termination Date. The Executive has the right, in accordance with Art. 71 of the FederalActontheSupervisionofInsuranceCompanies(VAG)andtheapplicablepolicy conditions, to transfer to an individual policy within 90 days of the Termination Date without interruption of coverage or new health declarations.
The Company shall arrange for the transfer of the Executive's vested pension benefits (Freizügigkeitsleistung)inaccordancewiththeFederalLawonVestinginPensionPlans (FZG).
TheExecutiveshallinformtheCompanyinwritingofthereceivinginstitution(new employer'spensionfund,vestedbenefits accountorvestedbenefits policy)nolater than 30 days before the Termination Date.
IftheExecutivedoesnotprovidetransferinstructionswithintheaboveperiod,the Company shall transfer the vested benefits to the Substitute Occupational Benefit Institution (Auffangeinrichtung BVG) in accordance with Art. 4(2) FZG.
IftheExecutiveisaged58orover,theExecutivemayrequestcontinuationofinsurance coverageintheCompany'spensionfundinaccordancewithArt.47aBVG,bearingboth employer and Executive contributions.
12. FullandFinalSettlement
Upon due performance by the Company of its obligations under this Severance Agreement, and subject to Art. 341 of the Swiss Code of Obligations, the Executive waives and releases the Company and any affiliated company of the Company, including their directors, officers, executives, partners, agents, attorneys, insurers, and employees,pastandpresent,fromanyandallclaims,liabilities,rights,debts,demands forpayment,orotherreliefwhatsoeverthattheExecutivehadormayhaveagainstthe Company,andanyaffiliatedcompanyoftheCompany,fororbyreasonof,orinanyway arising out of, the employment relationship and its termination, to the extent such waiver is legally permissible.
This waiver shall not apply to claims arising from mandatory provisions of law orany applicable collective bargaining agreement, which may only be validly waived atthe earliestonemonth
aftertheendoftheemploymentrelationshipinaccordancewithArt. 341 CO. The Executive shall have the opportunity to confirm the waiver of such mandatory claims by signing a separate confirmation no earlier than one month after the Termination Date.
TheExecutiveexpresslyconfirmsthatthisSeveranceAgreementreflectsabalanced compromise between the interests of the Parties and that the Severance Benefits represent adequate consideration exceeding the Executive's minimum statutory entitlements.
13. Costs
EachPartyshallbearitsowncosts.
14. BindingEffect
ThisSeveranceAgreementshallenterintoeffectuponitsexecution.
15. WrittenForm
This Severance Agreement may not be modified or amended except by written amendmentsdulyexecutedbytheParties.Thisrequirementofwrittenformcanonlybe waived in writing.
16. ReductionofSeveranceBenefits
If the Executive institutes any action, claim or proceedings against the Company and/or any entity of the Wella Group of Companies arising out of the terms of this Severance Agreement,andsuchactionisfinallydeterminedbyacourtofcompetentjurisdictionto be without merit, the Company may set off any amounts awarded against remaining unpaid Severance Benefits.
For the avoidance of doubt, (a) the mere assertion of claims arising from mandatory provisionsoflawshallnottriggeranyreductionorforfeitureofSeveranceBenefits,and (b)thisclauseshallnotapplytoclaimsrelatingtotheExecutive'sworkcertificate(Art. 330a CO) or vested pension benefits.
17. VoluntaryNature
TheExecutive acknowledges thatheenters into this Severance Agreementvoluntarily andwillinglyafterhavinghadsufficienttimetoassessthisSeveranceAgreementwitha qualified lawyer of his choice.
18. GoverningLawandJurisdiction
ThisSeveranceAgreementshallbegovernedbySwisslawinallrespects.
Any dispute arising out of or in connection with this Severance Agreement shall be submittedtothecompetentcourtsasdetermined bytheSwissCodeofCivilProcedure (in particular Art. 34 CPC), which include the courts at the Executive's domicile or habitual place of work, or the Company's registered office.
EmploymentlawdisputesinGenèvewhere theamountindispute doesnotexceedCHF 30,000areexemptfromcourtfees (Art.114(b)CPC).Proceedingsshallbeinitiatedwith a conciliation
request (Schlichtungsgesuch) at the competent conciliation authority unless the amount indispute exceeds CHF 100,000, in which case the Parties may agree towaivetheconciliationprocedure(Art.199CPC).
| Genève, | ||||||||||||||
| Date:04/29/2026 | ||||||||||||||
| Wella International Operations Switzerland Sàrl | /s/ Melanie Champetier | |||||||||||||
| [Name]XXX[Role][Name]RoleMelanieChampetierHRSVP |
| Signed | ||||||||||||||
| /s/ HugoKunetz | ||||||||||||||
| HugoKunetz | ||||||||||||||
| Date: 04/23/2026 |
Annex:Post-TerminationConfirmationofWaiver
Annex:Post-TerminationConfirmationofWaiver
(TobesignedbytheExecutivenoearlier thanonemonthaftertheTerminationDate)
The undersigned Executive confirms, in accordance with Art. 341 CO, the waiver of claims set out in Section 12 of the Severance Agreement dated [date], including claims arisingfrommandatoryprovisionsoflawtotheextenttheExecutiveislegallyentitledto waive such claims.
| Genève, | |||||||||||
| Date: | |||||||||||
| Hugo Kunetz |