AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY AND BUSINESS RELATIONSHIPS

Exhibit 10.1

AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION,

INTELLECTUAL PROPERTY AND BUSINESS RELATIONSHIPS

I RECOGNIZE that during my employment as a key executive with Central Garden and Pet Company and/or any of its wholly owned subsidiaries, successors and assigns(collectively called “the Company”), I will have access to Company Confidential Information as defined below and the Company’s valuable competitive information and business relationships.

I RECOGNIZE that my employment in certain capacities with a competitor would involve the use or disclosure of Company Confidential Information and/or competitive information and business relationships of the Company.

THEREFORE, in consideration for the attached Executive Employment Agreement and to prevent the use or disclosure of Company Confidential Information, and to protect the valuable competitive information and business relationships of the Company, I agree to the following:

1. For                  months after the termination of my employment with the Company and/or any post-termination consulting agreement with the Company, I will not directly or indirectly, in any capacity whatsoever (other than as the holder of not more than one percent (1%) of the total outstanding stock of a publicly held company), (1) engage in or prepare to engage in developing, producing, marketing, distributing or selling lawn, garden or pet related products for the business entities listed on Exhibit 1 or their successors (collectively called “Key Competitors”) and/or (2) engage in or prepare to engage in developing, producing, marketing, distributing or selling lawn, garden or pet related products for any business entity if that activity in any way involves the use or disclosure of Company Confidential Information. I understand and agree that the              Key Competitors listed on Exhibit 1, which is incorporated herein by reference, may be periodically updated by the Company providing me with a written revision of Exhibit 1; however, in no case shall the number of Key Competitors designated on Exhibit 1 be increased to exceed              Key Competitors.

2. For              months after the termination of my employment with the Company and/or any post-termination consulting agreement with the Company, I will not render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden or pet related products in the geographic markets for which I acquired Company Confidential Information about the Company’s customers or strategies or for which I developed business relations on behalf of the Company or for which I had responsibility while employed by the Company. This paragraph shall apply in those jurisdictions where restrictions such as contained in this paragraph are enforceable.

3. For              months after the termination of my employment with the Company and/or any post-termination consulting agreement with the Company, I will not solicit or service, directly or indirectly, any customer I solicited or serviced while in the employ or