Browse EX-10 agreements

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

Exhibit 10.1

THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. BY ACQUIRING THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE WITHOUT REGISTRATION OR EXEMPTION THEREFROM.

AMENDED AND RESTATED SENIOR PROMISSORY NOTE

$5,000,000.00	August 31, 2026

…

​

Exhibit 10.1

​

Execution Version

​

​

​

AMENDED AND RESTATED CREDIT AGREEMENT

​

Dated as of August 25, 202****6

among

THE ENTITIES IDENTIFIED ON SCHEDULE 1 ATTACHED HERETO,

as Holdings,

CERTAIN SUBSIDIARIES OF HOLDINGS PARTIES HERETO,

as Borrowers,

MANUFACTURERS AND TRADERS TRUST COMPANY,

as Administrative Agent,

and

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders

---

MANUFACTURERS AND TRADERS TRUST COMPANY,

as Lead Arranger and Bookrunner

​

​

​

​

​

​

---

​

TABLE OF CONTENTS

​

…

Wella WINS

2025 RSU Plan Rules (All Managers)

WELLA MANAGEMENT EQUITY PROGRAM: WINS

2025 RSU Management Equity Incentive Plan

RSU PLAN RULES (ALL MANAGERS)

ADOPTED 12 JUNE 2025

1.GENERAL

1.1In connection with the management incentive plan established by the Company pursuant to the Management Shareholders’ Agreement (the “MEP”), Wella has created the Plan for Employees. The Plan is effective from the Effective Date and gives Employees an opportunity to directly/indirectly acquire shares of the Company and thereby to participate in the future long-term success and prosperity of the Wella Group.

1.2These Rules have been approved by the Bidco Board and determine the rules for all of the Awards made under the Plan.

1.3The Plan shall be administered by the Company Board or any other person or persons acting under delegated authority from the Company Board from time to time.

2.DEFINITIONS AND INTERPRETATION

2.1In these Rules, unless otherwise defined:

Articles means the articles of association of the Company from time to time.

Award means an award of an RSU under the Plan.

…

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:

…

Award Certificate

This agreement is dated ___________________

PARTIES

This agreement is made by:

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

[INSERT NAME OF EMPLOYEE] of [insert residential address of employee] (the Award Holder).

BACKGROUND

A.The Company adopted the 2022 RSU Management Equity Incentive Plan of the Wella Group for All Managers on 21 June 2022, as amended and/or restated from time to time (the Plan).

B.The Company wishes to grant an RSU under the Plan (the Award) to the Award Holder, on the terms specified in this agreement (the Award Certificate). Terms in this Award Certificate such as youand yourrefer to and address the Award Holder.

AGREED TERMS

1.INTERPRETATION

…

Dated as of February 10, 2026

PRIVATE AND CONFIDENTIAL

Glenn Murphy

[*]

							Re:	Second Amendment to Letter of Appointment

Dear Glenn,

The purpose of this letter (the “Amendment”) is to amend your Letter of Appointment dated January 31, 2023 (as previously amended by an amendment letter dated as of January 31, 2025, the “Prior Letter of Appointment”; and together with the Amendment, the “Letter ofAppointment”), between you, on the one hand, and Rainbow Capital Group Limited (“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 Prior Letter of Appointment. You agree as follows:

…

| | | | | | | | | | | | | | | |

…

Award Certificate

This agreement is dated

PARTIES

This agreement is made by:

[WELLA LUX MANCO S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B253279, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de com

…

Award Certificate

This agreement is dated ___________________

PARTIES

This agreement is made by:

[WELLA LUX MANCO S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B253279, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B253265]1[WELLA LUX MANCO 2 S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of t

…

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.

…