SECOND AMENDED AND RESTATED SPECIAL RETENTION BONUS AGREEMENT
THIS SECOND AMENDED AND RESTATED SPECIAL RETENTION BONUS AGREEMENT (this Agreement) is entered into as of December 3, 2020, between Petco Animal Supplies Stores, Inc., a Delaware corporation (the Company), PET Acquisition LLC, a Delaware limited liability company (including its successor, Petco Health and Wellness Company, Inc., Parent), and Michael Nuzzo (the Employee).
WHEREAS, the Employee is a key executive and is critical to the future success of the Company;
WHEREAS, the Company wishes to incentivize the Employee to remain with the Company in order to help drive the success of the Company; and
WHEREAS, the Company, Parent and the Employee wish to amend and restate the Amended and Restated Special Retention Bonus Agreement between the Company and the Employee dated October 8, 2020 in order to provide for the grant of restricted stock units in certain circumstances in lieu of the Special Performance Bonus.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Cash Retention Bonuses. The Employee shall be eligible to receive cash retention bonuses in the aggregate amount $1,500,000 (collectively, the Retention Bonus). Subject to the Employees continued employment through September 30, 2019, the Company shall pay the Employee one-third of the Retention Bonus (i.e., $500,000) on the first payroll date following such date (and the parties hereby acknowledge that such amount was paid in accordance with its terms). In addition, subject to the Employees continued employment through March 31, 2021, the Company shall pay the Employee two-thirds of the Retention Bonus (i.e., $1,000,000) on the first payroll date following such date. Notwithstanding the foregoing, (a) if a Change in Control occurs prior to payment of the entire Retention Bonus and the Employee remains employed by the Company through the date of such Change in Control, any unpaid portion of the Retention Bonus shall be paid to him promptly following such Change in Control (and in no event later than March 15 of the year following the year in which the Change in Control occurs), or (b) if the Employees employment is terminated by the Company without Cause prior to the payment of the full amount of the Retention Bonus, then a Pro Rata Retention Bonus shall be paid to the Employee promptly following his execution and nonrevocation of a severance agreement and general release of claims presented by the Company (which such release of claims must be executed and returned by the Employee within 30 days following his termination date). For purposes of this Agreement, (i) Cause has the meaning specified in the Employment Agreement between Petco Animal Supplies Stores, Inc. and the Employee dated as of April 8, 2015; (ii) Change in Control has the meaning specified in the Common Series C Unit Agreement between the Employee and Scooby LP dated as of January 26, 2016 (the Award Agreement); and (iii) Pro Rata Retention Bonus means (A) the product of the Retention Bonus and a fraction, the numerator of which is the number of days from August 31, 2018 through the date of termination and the denominator of which is the number of days from August 31, 2018 through March 31, 2021, less (B) any portion of the