Exhibit 10.1
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This ASSIGNMENT AND ASSUMPTION
AGREEMENT (“Agreement”), is entered into as of January
13, 2005, by and between PETCO Holding Co. (“New
PETCO”) and PETCO Animal Supplies, Inc. (“Old
PETCO”).
RECITALS
WHEREAS, New PETCO and Old PETCO are
parties to that certain Agreement and Plan of Reorganization (the
“Merger Agreement”) dated on or about the date hereof;
and
WHEREAS, pursuant to the Merger
Agreement, Old PETCO and New PETCO have agreed that New PETCO will
assume and agree to perform all obligations of Old PETCO pursuant
to Old PETCO’s stock option plans (collectively, the
“Plans”), stockholders agreements and other agreements
listed on Schedule A hereto, the various stock option agreements
pursuant to the Plans, and each outstanding stock option granted
thereunder (collectively, the “Assumed
Agreements”).
NOW, THEREFORE, in consideration of
the premises and the covenants and agreements contained in this
Agreement, and intending to be legally bound hereby, Old PETCO and
New PETCO hereby agree as follows:
ASSIGNMENT AND
ASSUMPTION
1. Old PETCO hereby assigns to New
PETCO all of its rights and obligations under the Assumed
Agreements.
2. New PETCO hereby assumes all of
the rights and obligations of Old PETCO under the Assumed
Agreements, and agrees to abide by and perform all terms, covenants
and conditions of Old PETCO under such Assumed Agreements. In
addition, New PETCO agrees that to the extent that any of the
Assumed Agreements contains a provision with respect to a
“change of control” or other similar such occurrence of
Old PETCO, that such provision shall apply in the event of a
“change of control” or other similar such occurrence of
New PETCO.
3. In consideration of the
assumption by New PETCO of all of the rights and obligations of Old
PETCO under the Assumed Agreements, Old PETCO agrees to pay (i) all
expenses incurred by New PETCO in connection with the assumption of
the Assumed Agreements pursuant to this Agreement and (ii) all
expenses incurred by New PETCO in connection with the registration
on Form S-8 of shares of common stock of New PETCO to the extent
required in connection with t
