Exhibit 10.20
DatedasofJanuary31,2025
PRIVATEANDCONFIDENTIAL
GlennMurphy
[*]
Re:AmendmenttoLetterofAppointment
Dear Glenn,
The purpose of this letter (the “Amendment”) is to amend your Letter of Appointment dated January31,2023(“InitialLetterofAppointment”;andtogetherwiththeAmendment,the“LetterofAppointment”),betweenyou,ontheonehand,andRainbowCapitalGroupLimited(“RainbowCapital”) and Rainbow UK Bidco Limited (the “Company”), on the other hand, pursuant to the terms set forth herein.Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Initial Letter of Appointment.You agree as follows:
1. Appointment:EffectiveasofJanuary22,2025,inadditiontoyourexistingresponsibilities, you shall be appointed as the Executive Director of the Company, reporting to the Board of the Company, and in such role you shall perform the duties of the “Chief Executive Officer”andshallbethesenior-mostexecutiveoftheCompanyandshallhavethepowers, authorities, and duties of management usually vested in the Chief Executive Officer directing the Company globally including its global leadership team currently located in Geneva, London, Germany and the United States. You shall devote the time necessary to the performance of such duties.The Company may, at any time, terminate your role as Executive Director of the Company.You will be a remote employee based in Toronto, Canada and will not have an office in New York State; and may be required to travel in accordance with your business needs. You will provide to the Company any information orformsrequiredinorderfortheCompanytobeincompliancewithitstaxreportingand withholding obligations (including, without limitation, providing to the Company the number of days working for the Company in the United Kingdom, New York and California).You agree that the Company will implement applicable tax withholding obligations required by Canadian and United Kingdom laws; andyou will be responsible forallothertaxwithholdingobligations,untilsuchtimeastheCompanyhasanobligation to withhold taxes in other jurisdictions, at which time the Company will advise you of same.
2. Compensation:For so long as you serve in the role as Executive Director, you shall not receivethecompensationinParagraph4.1oftheLetterofAppointmentandinlieushall receive the following compensation effective as of January 22, 2025:
(a) Youshall receive base salary at the rate of $1,100,000 per annum (“Base Salary”), payable in regular installments in accordance with the Company’s usual payroll practices.
(b) With respect to each fiscal year of the Company and pursuant to and subject to the terms of the Company’s Annual Incentive Program, you shall be eligible to earn an annualbonus,withatargetbonusequalto100%ofyourBaseSalary(“Annual Bonus”). The Annual Bonus, if any, earned by you for fiscal year 2025 shall be prorated based onthenumberofdaysyouareemployedbytheCompanyduringsuchfiscalyear.The AnnualBonus,ifany,earnedforeachfiscalyearshallbepaidtoyouonadateselected bytheCompany,whichisgenerallyintheOctoberfollowingtheapplicablefiscalyear.
Upon you ceasing to be the Executive Director, you shall no longer be entitled to the compensation set forth in Paragraph 2(a) and (b) above and shall revert to your compensation in Paragraph 4.1 of the Letter of Appointment.Your Base Salary and AnnualBonuswillbepaidbyasubsidiaryoftheCompany,asdeterminedbytheCompany.
3. AdditionalEquityParticipation:
(a) In addition to the equity participation set forth in Paragraph 5 of the Initial Letter of Appointment, you shall be entitled to the additional equity participation set forth in the documents attached hereto as Exhibit A(“Additional Equity”), which will be entered into simultaneously with the execution of this Amendment.
(b) ThetermssetforthinSection5oftheInitialLetterofAppointmentshallnotapplyto the Additional Equity.
4. Restrictive Covenants:Paragraph 11 of the Initial Letter of Appointment shall be amended to insert the following in line 5 of Paragraph 11 following the phrase “at any timeduringyourappointment”:“andfortheperiodof12monthsimmediatelyafterthe termination of your appointment”.
5. Employee Benefits:You will be eligible to participate in the applicable benefit plans and programs subject to the eligibility terms and conditions of such plans and programs. Informationregardingtheseplansandprogramswillbeprovidedtoyou.Youwillbeentitled tofiveweeksofvacationpercalendaryear.Yourvacationistobetakenatyourdiscretionas agreed with the Board. There will be no tracking of your vacation time and no carryover of unused days into the next calendar year
Exceptasamendedhereby,allothertermsoftheInitialLetterofAppointmentshallremain unchanged.
PleaseindicateyouracceptanceofthesetermsbysigningandreturningthisAmendmentto Kathy Leo at [*].
| RainbowCapitalGroupLimited | |||||||||||||||||
| By: | /s/ SimonBouchard | ||||||||||||||||
| Name: | SimonBouchard | ||||||||||||||||
| Title: | Director | ||||||||||||||||
| Rainbow UK Bidco Limited | |||||||||||||||||
| By: | /s/ NancyFord | ||||||||||||||||
| Name: | NancyFord | ||||||||||||||||
| Title: | Director | ||||||||||||||||
| /s/ G. Murphy | |||||||||||||||||
| Glenn Murphy | |||||||||||||||||
EXHIBITA
AdditionalEquityDocuments
ExhibitE:GMRSUAwardCertificate
AwardCertificate
This deed is dated ______________2025(theGrantDate)
PARTIES
Thisdeedismadeby:
RAINBOW CAPITAL GROUP LIMITED, a private limited company incorporated under the laws of Jersey (the Company), having its registered office at 2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade, St. Helier, Jersey JE2 3QB and with registered company number 131574; and
GLENNMURPHYof[*](theAwardHolder).
BACKGROUND
A. The Company has adopted the RSU Management Equity Incentive Program (Board of Directors) for certain employees or officers of the Wella Group dated 21 June 2022 and as amended from time to time (the Plan).
B. TheCompanywishestograntanRSUunderthePlan(theAward)totheAwardHolder,onthe terms specified in this deed (the Award Certificate). Terms in this Award Certificate such as you and your refer to and address the Award Holder.
AGREEDTERMS
1. INTERPRETATION
1.1 The rules of the Plan (the Rules) are incorporated by reference into this Award Certificate. A term defined in the Rules shall have the same meaning in this Award Certificate, unless a contrary indication appears.
1.2 A copy of the Rules has been provided to you and further copies may be obtained on request from the Company.
2. GRANTOFAWARD
2.1 TheCompanyherebygrantsyouanRSUinrelationto:
(a) 113,333class1ordinarysharesinthecapitaloftheCompany(theBaseReturnRSUs); and
(b) 106,667class1ordinarysharesinthecapitaloftheCompany(theHurdleRSUs),
the Base Return RSUs and the Hurdle RSUs together, the Award Shares.
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3. VESTINGOFAWARD
3.1 Subject to this clause 3 and clause 4, each RSU under this Award shall Vest on the relevantVesting Date in accordance with the provisions of Rule 4 (Vesting).
3.2 Rule4.2(TimeVestingRequirement)shallbeinterpretedsuchthattheRuleiswhollyreplaced by the following:
(i) Subject always to Rule 4.10 (as amended by the Award Certificate), equal instalments of 25% of the Base Return RSUs will satisfy the Time Vesting Requirement on each anniversary of the Grant Date over a period of four years.
(ii) SubjectalwaystoRule4.10(asamendedbytheAwardCertificate),100%oftheHurdle RSUs will satisfy the Time Vesting Requirement on the Vesting Date.
(Each of Rule 4.2(i) (in respect of Base Return RSUs) and Rule 4.2(ii) (in respect of HurdleRSUs), being a “Time Vesting Requirement”.)
3.3 Rule4.3(LiquidityEventRequirement)shallbeinterpretedsuchthattheRuleiswholly replaced by the following:
(i) NotwithstandingtheprovisionsofRule4.2(asamendedbytheAwardCertificate)and subject always to Rule 4.10 (as amended by the Award Certificate), no Base Return RSUs will Vest prior to the first of the following to occur:
(a) inthecaseofanIPO,immediatelypriortosuchIPOoccurring;
(b) inthecaseofaSale,immediatelypriortosuchSaleoccurring;or
(c) in the case of a Change of Control Transaction, immediately prior to completion of such Change of Control Transaction but solely to the extent provided in Rules 4.6 and 4.7, as applicable,
(eachof(a),(b)and(c),a“BaseReturnLiquidityEvent,”andtherequirementthata Base Return Liquidity Event occur before any Base Return RSUs Vest, the “Base Return Liquidity Event Requirement”).
(ii) NotwithstandingtheprovisionsofRule4.2(asamendedbytheAwardCertificate)and subject always to Rule 4.10 (as amended by the Award Certificate), no Hurdle RSUs will Vest until such time as the KKR Investor receives or has received aggregate cash proceedsfromitsinvestmentintheGroupwhichresultsintheKKRInvestorachieving a multiple on invested capital (“MOIC”) equal to or greater than 2.25x (the “MOIC Threshold”) (noting for the avoidance of doubt that such proceeds shall already take intoaccountdilutionfromallSecuritiesandRSUsheldbytheAwardHolderthathave vested at the time of such calculation, including the Hurdle RSUs) (the “Hurdle Liquidity Event” and the requirement that a Hurdle Liquidity Event occur before any Hurdle RSUs Vest,
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the “Hurdle Liquidity Event Requirement”). For the purposes of determiningwhethertheHurdleLiquidityEventRequirementhasbeensatisfiedunder this Rule 4.2(ii), the MOIC achieved by the KKR Investor shall be calculated on a cumulative basis at each time the KKR Investor receives cash proceeds from its investment in the Group.
(The Base Return Liquidity Event Requirement and the Hurdle Liquidity Event Requirement, each a “Liquidity Event Requirement”.)
3.4 For the avoidance of doubt, Rules 4.4 to 4.8 (inclusive) (Vesting) shall be disapplied in their entirety in respect of the Hurdle RSUs.
3.5 Rule4.9(Vesting)shallbeinterpretedsuchthattheRuleiswhollyreplacedbythefollowing:
Notwithstanding any other provision in these Rules (as amended by the Award Certificate), if the purchaser in a Sale or Change of Control Transaction refuses to assume unvested RSUs:
(i) all Base Return RSUs shall Vest immediately prior to the closing of such Sale or Change of Control Transaction; and
(ii) all Hurdle RSUs shall be subjected to the Hurdle Liquidity Event Requirement immediatelypriortotheclosingofsuchSaleorChangeofControlTransactionbutfor thispurposetheMOICshallbecalculatedasiftheKKRInvestorhasalreadyreceived its proceeds of such Sale or Change of Control Transaction, and, (A) in the event the MOIC Threshold is met, all Hurdle RSUs shall Vest upon the closing of such Sale or Change of Control Transaction or (b) in the event the MOIC Threshold is not met, all Hurdle RSUs shall lapse.
3.6 Rule4.10(Vesting)shallbeinterpretedsuchthattheRuleiswhollyreplacedbythefollowing:
(i) Notwithstanding any other provision in the Rules or the Award Certificate, it is a condition to the Vesting of an Award (for the avoidance of doubt, in respect of both BaseReturnRSUsandHurdleRSUs)thattheAwardHoldermustatthetimeofVesting continuetobeactivelyengagedasChairmanoftheBidcoBoard,unlesstheCompany determinesotherwise,andanyAwardthatisnotVestedasofsuchdateshalllapseand be forfeited.
3.7 Your attention is drawn in particular to Rule 6 (Lapse of Awards) which shall be interpreted such that the Rule is wholly replaced by the following:
AnAwardshalllapseontheearlierofanyofthefollowingoccurring:
(a) if the Award Holder is no longer actively engaged as Chairman of the Bidco Board;
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(b) pursuanttotheprovisionsofRule4(Vesting)(asamendedbytheAward Certificate) or Rule 5.5 (Settlement of Awards); or
(c) uponanyothereventspecifiedintherelevantAwardCertificate.
3.8 You may nottransfer this Award or make this Award subject to acharge or any other security interest. For example, you cannot use this Award as security for a loan. This Award will lapse if you attempt to do so.
4. OTHERCONDITIONS
4.1 TheRSUsgrantedhereundershallbepaidinSharesonlyanddoesnotprovideanyrightforthe AwardHoldertoreceiveacashpayment,notwithstandinganydiscretioncontainedinthePlan or any provision in this Award Certificate to the contrary.
5. TAXMATTERS
5.1 Notwithstandingclause6.1,byacceptingthisAward,youirrevocablyagreetoadhere,perform and comply with the obligations under clause 9.1 (Certain Tax Matters) of the Management Shareholders’Agreement,andwhererelevant,performtheobligationsunderclause9.1(e)(Tax elections) on or before the Vesting Date.
6. ACCEPTANCENOTICE
6.1 The Company will not allot and issue (or procure the transfer of) the Shares under a VestedAwardunlessanduntilyoufillinandsignanAcceptanceNoticeandsubmitittotheCompany and, to the extent you have not already previously delivered to the Company, deliver to theCompany a duly executed Deed of Adherence.
6.2 TheAcceptanceNoticeformcanbeobtainedfromtheCompany.
7. RESTRICTIONSONSHARES
7.1 TherearenoRelevantRestrictionsontheAwardShares.
8. GENERALTERMS
8.1 Upon receipt of any Award Shares, you are responsible for all proper tax declarations and payment of applicable taxes (including, without limitation, income tax, wage tax and capital gains tax) and social security contributions payable in connection with your receipt of the Award Shares.
8.2 You hereby acknowledge that the information contained in this Award Certificate is for administration purposes only. Any information concerning you shall be transmitted solely to those individuals or legal entities expressly authorised to have knowledge of it and to process it in connection with the administration of the Plan. Moreover, you acknowledge that the Company and/or Group Company is entitled to transmit such information abroad
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if this is necessaryinconnectionwiththeadministrationofthePlan.Youmayrequesttohaveaccessto and, if necessary, correct any personal data. You acknowledge that your provision of the information in this Award Certificate is necessary to enable you to participate in the Plan.
8.3 NothinginthisAwardCertificateorintheRulesshallconferuponyouanyrighttocontinuein serviceforanyperiodofspecificdurationwiththeGroup,orinterferewithorotherwiserestrict in any way your rights or the rights of the Company or a Group Company (as applicable) to terminate your employment pursuant to your employment contract with the relevant Group Company or director or officer appointment letter (as applicable), which rights are hereby expressly reserved by each.
8.4 The grant of the Award is approved by the Company Board and shall notbe held or construed toconferuponyouanyrighttothecontinuedgrantofAwardsunderthePlan.Thegrantofthe Award and any previous or subsequent Awards under the Plan shall constitute a voluntary contribution,even where repeatedly made. In this regard, the Company expressly reserves the right to discontinue such grant of Awards at any time without notice.
8.5 Thisdeedandanynon-contractualobligationsarisingoutoforinconnectionwithitare governed by and shall be construed in accordance with the laws of England and Wales.
8.6 The provisions of Clause 10.4(b) to 10.4(d) (inclusive) of the Management Shareholders’ Agreement shall apply to this deed as though set out here in full with each reference to “this Agreement” being to this deed.
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This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
| EXECUTEDandDELIVEREDasadeedfor and on behalf of Rainbow Capital Group Limited acting by | ||||||||
| Michaela Wood, a director, | ||||||||
| and Simon Bouchard, a director |
[Signaturepage–RSUAwardCertificate]
| EXECUTEDandDELIVEREDasadeedby Glenn Murphy | |||||||||||
| Glenn Murphy | |||||||||||
| in the presence of: | |||||||||||
| Witness signature: | |||||||||||
| Witness name: | |||||||||||
| Witness address: | |||||||||||
[Signaturepage–RSUAwardCertificate]