Primo Brands Corp

(a)Severance and Non-Competition Agreement

On December 11, 2024, the Company adopted the Severance and Non-Competition Plan (the “Severance Plan”) that defines each participant’s entitlements upon an Involuntary Termination (as defined in the Severance Plan). Under the Severance Plan, if a participant experiences an Involuntary Termination the participant would receive a lump sum cash payment equal to the product of the participant’s annual base salary and target bonus for the year in which such Involuntary Termination occurs, and the participant’s severance multiple. In addition, the participant would receive a pro rata bonus based on the number of days worked for the year of termination based on the actual bonus they would have received if they had been employed through the end of the year. The participant’s severance multiple is determined by their level of participation, with Level 1 being 2.0, Level 2 generally being 1.25, and Level 3 being 1.0. Participants are also entitled to continued participation in group health plans for a period equal to the product of one year and the participant’s severance multiple, up to a maximum of 18 months. Additionally, participants are eligible for up to $15,000 in outplacement assistance benefits, which must be used by the end of the second calendar year following the year of such Involuntary Termination. The participants are subject to standard confidentiality undertakings and agree to several restrictive covenants under the Severance Plan. Pursuant to the Severance Plan, the participants each agree to a non-competition covenant that generally limits their ability to compete with the Company in any countries in which it conducts business. The participants also agree to non-solicitation and non-disparagement covenants. These limitations continue during the term of employment and for a duration equal to the product of one year and the participant’s severance multiple following termination, regardless of the cause of the termination. For purposes of the “Level 2” severance multiple, Mr. Austin’s severance multiple is 1.5 pursuant to the terms of his offer letter.

The foregoing description of the Severance Plan is qualified in its entirety by reference to the full text of the Severance Plan which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

Executive Offer Letters

On December 11, 2024, the Company entered into an offer letter agreement (each, an “Offer Letter”) with each of Robbert Rietbroek, the Company’s Chief Executive Officer, David Hass, the Company’s Chief Financial Officer, Jason Ausher, the Company’s Chief Accounting Officer, Robert Austin, the Company’s Chief Operating Officer, and Marni Morgan Poe, the Company’s General Counsel & Corporate Secretary.

Mr. Rietbroek’s Offer Letter

Pursuant to Mr. Rietbroek’s Offer Letter, Mr. Rietbroek will earn an annual base salary of $750,000, which shall be increased, effective January 1, 2025, to $1,100,000. Mr. Rietbroek will be eligible to participate in the Company’s annual executive bonus plan with an annual target bonus equal to 150% of his base salary. He will also receive an annual car allowance of $16,000.

Mr. Rietbroek will be provided relocation assistance pursuant to the Company’s Executive Relocation Policy as described in the Offer Letter. These benefits are subject to repayment under certain circumstances if Mr. Rietbroek resigns his employment with the Company for any reason (other than Good Reason (as defined in the Severance Plan)) or if the Company terminates his employment for Cause (as defined in the Severance Plan) prior to the three-year anniversary of the date on which the Company last disburses relocation-related funds. This payment is also subject to repayment if Mr. Rietbroek does not relocate to within approximately 100 miles of the Tampa, Florida area by June 30, 2026.

Mr. Rietbroek will be eligible to participate in all of the Company’s benefit plans made available to its employees and senior executives and received an equity incentive award for the Company’s 2025 fiscal year in connection with the Company’s annual grants, which was delivered in the form of 81,453 time-based restricted share units and 158,116 performance-based restricted share units, under the Primo Brands Corporation Equity Incentive Plan (the “Equity Plan”). The time-based restricted share units (the “RSUs”) are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The performance-based restricted share units (the “PSUs”) are eligible to vest based upon the achievement of total shareholder return (“TSR”) relative to the S&P 400 index over a three-year period beginning on the first day of the Company’s 2025 fiscal year and ending on the last day of the Company’s 2027 fiscal year.

Mr. Rietbroek will participate in the Severance Plan, as a “Level 1” participant.

The foregoing description of Mr. Rietbroek’s Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

Mr. Hass’s Offer Letter

Pursuant to Mr. Hass’s Offer Letter, Mr. Hass will earn an annual base salary of $550,000, which shall be increased, effective January 1, 2025, to $625,000. Mr. Hass will be eligible to participate in the Company’s annual executive bonus plan with an annual target bonus equal to 90% of his base salary. He will also receive an annual car allowance of $13,500 and an annual phone allowance in accordance with Company policies.

Mr. Hass will be eligible to participate in all of the Company’s benefit plans made available to its employees and senior executives, and received an annual award, which was delivered in the form of 22,470 time-based restricted share units and 43,618 performance-based restricted share units, under the Equity Plan. The RSUs are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The PSUs are eligible to vest based upon the achievement of TSR relative to the S&P 400 index over a three-year period beginning on the first day of the Company’s 2025 fiscal year and ending on the last day of the Company’s 2027 fiscal year.

Mr. Hass will participate in the Severance Plan as a “Level 2” participant.

The foregoing description of Mr. Hass’s Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

Mr. Ausher’s Offer Letter

Pursuant to Mr. Ausher’s Offer Letter, Mr. Ausher will earn an annual base salary of $415,249, which shall be increased, effective January 1, 2025, to $430,000. Mr. Ausher will be eligible to participate in the Company’s annual executive bonus plan with an annual target bonus equal to 60% of his base salary. He will also receive an annual phone allowance in accordance with Company policies.

Mr. Ausher will be eligible to participate in all of the Company’s benefit plans made available to its employees and senior executives, and received an annual award, which was delivered in the form of 4,002 time-based restricted share units and 7,769 performance-based restricted share units, under the Equity Plan. The RSUs are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The PSUs are eligible to vest based upon the achievement of TSR relative to the S&P 400 index over a three-year period beginning on the first day of the Company’s 2025 fiscal year and ending on the last day of the Company’s 2027 fiscal year.

Mr. Ausher will participate in the Severance Plan as a “Level 3” participant.

The foregoing description of Mr. Ausher’s Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.4 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

Mr. Austin’s Offer Letter

Pursuant to Mr. Austin’s Offer Letter, Mr. Austin will earn an annual base salary of $800,000. Mr. Austin will be eligible to participate in the Company’s annual executive bonus plan with an annual target bonus equal to 150% of his base salary. He will also receive an annual car allowance of $20,000 and an annual phone allowance in accordance with Company policies.

Mr. Austin will be eligible to participate in all of the Company’s benefit plans made available to its employees and senior executives, and received an annual award, which was delivered in the form of 11,937 time-based restricted share units and 23,172 performance-based restricted share units, under the Equity Plan. The RSUs are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The PSUs are eligible to vest based upon the achievement of TSR relative to the S&P 400 index over a three-year period beginning on the first day of the Company’s 2025 fiscal year and ending on the last day of the Company’s 2027 fiscal year.

Mr. Austin will participate in the Severance Plan as a “Level 2” participant with a severance multiple of 1.5 as described above.

The foregoing description of Mr. Austin’s Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

Ms. Poe’s Offer Letter

Pursuant to Ms. Poe’s Offer Letter, Ms. Poe will earn an annual base salary of $515,000, which shall be increased, effective January 1, 2025, to $585,000. Ms. Poe will be eligible to participate in the Company’s annual executive bonus plan with an annual target bonus equal to 80% of her base salary. She will also receive an annual car allowance of $13,500 and an annual phone allowance in accordance with Company policies.

Ms. Poe will be eligible to participate in all of the Company’s benefit plans made available to its employees and senior executives, and received an annual award, which was delivered in the form of 15,448 time-based restricted share units and 29,987 performance-based restricted share units, under the Equity Plan. The RSUs are eligible to vest in three equal annual installments, subject to continued employment through the applicable vesting date. The PSUs are eligible to vest based upon the achievement of TSR relative to the S&P 400 index over a three-year period beginning on the first day of the Company’s 2025 fiscal year and ending on the last day of the Company’s 2027 fiscal year.

Ms. Poe will participate in the Severance Plan as a “Level 2” participant.

The foregoing description of Ms. Poe’s Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.6 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.

(b) None.

(c) During the three months ended September 30, 2024, none of our directors or officers (as defined under as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.