Assignment and Assumption Agreement dated January 13, 2005



 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 the Plans and Old PETCO’s 401(k) Plan (PETCO Animal Supplies 401(k) plan),
including, without limitation, registration fees imposed by the Securities and Exchange Commission. 
  









 MISCELLANEOUS 
  
 1. Further Assurances. Subject to the terms of this Agreement, the parties hereto shall take all reasonable and
lawful action as may be necessary or appropriate to cause the intent of this Agreement to be carried out, including, without limitation, entering into amendments to the Assumed Agreements and notifying the other parties thereto of such assignment
and assumption. 
  
 2. Governing Law. This Agreement shall
be governed by and construed and enforced under the laws of the State of California. 
  
 3. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement.

  
 4. Entire Agreement. This Agreement, including the
Schedules attached hereto, together with the Merger Agreement constitute the entire agreement and supersede all other agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.
This Agreement may not be amended or supplemented except by a written document executed by the parties to this Agreement. 
  
 5. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or
unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. 
  
 6. Third Party Beneficiaries. The parties to the stockholders agreements, the employment agreements, the various stock option agreements pursuant
to the Plans and the other agreements that constitute Assumed Agreements are intended to be third party beneficiaries to this Agreement. 
  
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 IN WITNESS WHEREOF, New PETCO and Old PETCO have caused this Agreement to be executed as of the date
first written above by their respective officers thereunto duly authorized. 
  

			
	PETCO HOLDING CO. (“New PETCO”)
		
	 By:
	 	 /s/ Rodney Carter

	 Name:
	 	 Rodney Carter

	 Title:
	 	Senior Vice President and Chief Financial Officer
	
	PETCO ANIMAL SUPPLIES, INC. (“Old PETCO”)
		
	By:	 	 /s/ Rodney Carter

	 Name:
	 	 Rodney Carter

	 Title:
	 	Senior Vice President and Chief Financial Officer


  









  
 SCHEDULE A

  
 Agreements to be Assumed by New PETCO

  
 Stock Option Plan and Agreements 
  
 The 1994 Stock Option and Restricted Stock Plan for Executive and Key Employees of the
Company, as amended and restated as of October 2, 2000. 
  
 2002 Incentive Award
Plan of PETCO Animal Supplies, Inc. 
  
 PETCO Animal Supplies, Inc. Non-qualified
Stock Option Agreements. 
  
 PETCO Animal Supplies, Inc. Incentive Stock Option
Agreements. 
  
 PETCO Animal Supplies, Inc. Restricted Stock Agreements.

  
 Stockholders Agreements 
  
 Amended and Restated Stockholders Agreement, dated as of February 19, 2002, by and among the
Company and certain stockholders of the Company. 
  
 Amended and Restated
Securityholders Agreement, dated as of February 19, 2002, by and among the Company and certain securityholders of the Company. 
  
 Other Agreements 
  
 Indemnification Agreements between the Company and its officers and directors.