Exhibit 10.34
FORM OF
WAIVER AND AMENDMENT OF
RETENTION AGREEMENT
THIS WAIVER AND AMENDMENT (the
“Waiver”), effective as of January 13, 2005, is made
and entered into by and between PETCO Animal Supplies, Inc., a
Delaware corporation (the “Company”), and
(the “Executive”).
WHEREAS, the Executive and the
Company have entered into a prior Retention Agreement (the
“Retention Agreement”), which provides Executive with,
among other things, certain severance benefits in the event of a
qualifying termination following the occurrence of a “Change
in Control” (as defined in the Retention Agreement) and
accelerated vesting of outstanding options in the event of a
“Change in Control,” subject to the terms and
conditions of the Retention Agreement.
WHEREAS, the Company is a party to
that certain Agreement and Plan of Reorganization (the
“Reorganization Agreement”) dated as of January 2005,
among the Company, PETCO Holding Co., a Delaware corporation
(“HoldingCo”), and PETCO Merger Co., a wholly-owned
subsidiary of HoldingCo (“Merger Sub”), pursuant to
which Merger Sub will merge with and into the Company with the
Company surviving as a wholly-owned subsidiary of HoldingCo (the
“Reorganization”).
WHEREAS, following the transactions
contemplated by the Reorganization Agreement, the Executive will
continue to be employed by the Company.
WHEREAS, in connection with the
Reorganization, the Company and the Executive desire to enter into
an amendment to the Retention Agreement that provides that the
Reorganization does not constitute a “Change in
Control” under the Retention Agreement.
NOW THEREFORE, in consideration of
the mutual covenants set forth herein and other good and valuable
consideration, including the Executive’s continuing
employment with the Company, the parties hereto agree to amend the
Retention Agreement as follows:
1. Capitalized terms used herein
without definition shall have the meanings given to such terms in
the Retention Agreement.
2. The Executive hereby agrees that
the Reorganization and the transactions contemplated by the
Reorganization Agreement shall not constitute a Change in Control
for purposes of the Retention Agreement. In addition, the Executive
hereby agrees that none of the Executive’s stock options
shall vest or become exercisable as a result of the Reorganization
and the transactions contemplated by the Reorganization Agreement.
The Executive hereby waives any and all rights under the Retention
Agreement relating to or arising from the Reorganization and the
transactions contemplated by the Reorganization
Agreement.
3. Except as specifically set forth
above, all of the terms and conditions of the Retention Agreement
shall continue and remain unchanged and in full force and
effect.
4. This Waiver shall be
administered, inter
