AMENDMENT TO EMPLOYMENT AGREEMENT January 26, 2016
Exhibit 10.5
EXECUTION VERSION
AMENDMENT TO EMPLOYMENT AGREEMENT
January 26, 2016
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“AMENDMENT”), is entered into as of January 26, 2016, by and between Petco Animal Supplies Stores, Inc., Scooby LP (solely for the purposes specified herein) (the “Ultimate Parent”) and Xxxxxxx Xxxxx, and amends certain provisions of the Employment Agreement by and among Petco Animal Supplies Stores, Inc. and Xxxxxxx Xxxxx effective as of April 8, 2015 (the “Employment Agreement”). Capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Employment Agreement.
WHEREAS, effective upon the Closing (as defined in the Agreement and Plan of Merger by and among PET Acquisition LLC, a Delaware limited liability company, PET Acquisition Merger Sub LLC, a Delaware limited liability company, and Petco Holdings, Inc., a Delaware corporation and Shareholder Representative Services LLC, a Colorado limited liability company, dated as of November 21, 2015 (as the same may be amended from time to time, the “Merger Agreement”)), the Ultimate Parent will become the indirect owner of 100% of the equity of the Company;
WHEREAS, the Ultimate Parent desires for the Company to continue to employ Executive and Executive desires to continue such employment; and
WHEREAS, in connection with (and subject to the occurrence of) the Closing, the Company, Ultimate Parent and Executive wish to amend the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises, covenants and conditions hereinafter contained, the parties agree as follows, effective upon (and subject to the occurrence of) the Closing:
1. Section 3.13 is deleted and replaced with the following:
Equity — Any equity grants held by Executive in Ultimate Parent shall be governed by the terms of the operative documents of Ultimate Parent and any grant agreement between Executive and Ultimate Parent.
2. The first sentence of the paragraph in Section 4(d) that begins with “For purposes of this Agreement, “Change in Control” . . .” is deleted and replaced with the following:
For purposes of this Agreement, following the Closing, a “Change in Control” shall have the meaning specified in the Common Series C Unit Award Agreement dated January 26, 2016 between the Ultimate Parent and Executive.
3. The paragraph in Section 4(d) that begins with “In addition, if Executive’s services with the Company are terminated . . .” is deleted and replaced with the following:
The treatment of Executive’s equity awards in Ultimate Parent (including, without limitation, in connection with Executive’s termination of employment and in connection with any Change in Control) shall be governed by the terms of the operative documents of Ultimate Parent and any grant agreement between Executive and Ultimate Parent.
4. The first clause of the second sentence of the paragraph in section 4(d) that begins with “If Executive is terminated without Cause and within twelve (12) months after a Change in Control…” is amended by inserting “(i) the Closing or (ii)” between “after” and “a Change in Control”.
5. The portion of Section 8.1 for notices “If to the Company” is amended to read as follows:
If to the Company:
PETCO Animal Supplies Stores, Inc.
c/o CVC Capital Partners Advisory (US), Inc.
Xxx Xxxxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx
and
PETCO Animal Supplies Stores, Inc.
c/o Canada Pension Plan Investment Board
Xxx Xxxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX, X0X 0X0
Attn: Xxxxx Xxxxx
with a copy (which shall not constitute notice) to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxx
6. Except as amended hereby, all other terms and conditions of the Employment Agreement shall remain in full force and effect from and after the Closing. This Amendment and the Employment Agreement as previously amended constitute the complete and entire agreement among the parties relating to the subject matter thereof, and there are no prior or contemporaneous oral or written representations, promises or agreements not expressly set forth
2
therein. This Amendment may not be modified in any respect except by a writing dated and signed by the parties hereto.
[Signature Page Follows]
3
IN WITNESS Whereof, the parties hereto have executed this Amendment as of the day and year first written above.
| Xxxxxxx Xxxxx | PETCO ANIMAL SUPPLIES STORES, INC. | |||
| /s/ Xxxxxxx Xxxxx | By: /s/ Xxxxx Xxxxx | |||
| Name: Xxxxx Xxxxx | ||||
| Title: Chief Executive Officer | ||||
[Signature Page to Amendment to Employment Agreement]
| SCOOBY LP |
| By: SCOOBY GP LLC, its General |
| Partner |
| By: /s/ Xxxxxxx Xxxxxxxx |
| Name: Xxxxxxx Xxxxxxxx |
| Title: President |
[Signature Page to Amendment to Employment Agreement]
