Exhibit 10.13


 


EXHIBIT A


 


PETMED EXPRESS, INC.


2016 EMPLOYEE EQUITY COMPENSATION


RESTRICTED STOCK PLAN


 


1. PURPOSE OF PLAN


 


The purpose of the PetMed
Express, Inc. 2016 Restricted Stock Plan (the "2016 Plan"), which is being established by PetMed Express, Inc. on behalf
of itself, its subsidiaries and affiliates (collectively, the "Company"), is to secure and retain employees of outstanding
ability and to provide additional motivation to such employees to exert their best efforts on behalf of the Company. The Company
expects that it will benefit from the added commitment which such employees will have in the welfare of the Company as a result
of their ownership or increased ownership of the Company's Common Stock.


 


2. STOCK SUBJECT TO THE 2016 PLAN


 


The shares that may be
awarded under the 2016 Plan (without payment by participants) shall be the common stock, par value $.001 per share, of the Company
(“Common Stock”), and shall be authorized, but un-issued, shares. The maximum number of shares of Common Stock that
may be awarded hereunder (subject to any adjustments as provided below) shall not in the aggregate exceed 1,000,000 shares. Shares
of Common Stock forfeited as a result of a participant's termination of employment shall again become available for award under
the 2016 Plan.


 


3. ADMINISTRATION


 


The 2016 Plan shall be
administered by the Compensation Committee of the Board of Directors, each of whom is a "non-employee director" as defined
in Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Committee").
No member of the Committee shall be eligible to participate in the 2016 Plan.


 


The Committee shall have
the sole authority to (i) award shares of Common Stock (“Restricted Stock”) under the 2016 Plan; (ii) consistent with
the 2016 Plan, determine the provisions of the shares to be awarded, the restrictions and other terms and conditions applicable
to each award of shares under the 2016 Plan; (iii) interpret the 2016 Plan, the instruments evidencing the restrictions imposed
upon stock awarded under the 2016 Plan and the shares awarded under the 2016 Plan; (iv) adopt, amend and rescind rules and regulations
for the administration of the 2016 Plan; and (v) generally administer the 2016 Plan and make all determinations in connection therewith
which may be necessary or advisable, and all such actions of the Committee shall be binding upon all participants. Committee decisions
and selections shall be made by a majority of its members present at the meeting at which a quorum is present, and shall be final.
Any decision or selection reduced to writing and signed by all of the members of the Committee shall be as fully effective as if
it had been made at a meeting duly held.


 


4. ELIGIBILITY


 


All employees, including
officers, of the Company who are, from time to time, responsible for the management, growth and protection of the business of the
Company shall be eligible for awards of stock under the 2016 Plan. No member of the Board of Directors of the Company shall be
eligible to participate in the 2016 Plan unless such director is also an employee of the Company. The employees who shall receive
awards under the 2016 Plan shall be selected from time to time by the Committee in its sole discretion, from among those eligible,
and the Committee shall determine, in its sole discretion, the number of shares to be awarded to each such employee selected. The
Committee may, within the terms of the 2016 Plan, be selective and non-uniform with respect to its determination of the amount
of awards and the eligible employees to whom such awards are made.


 




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5. RIGHTS WITH RESPECT TO SHARES


 


A participant to whom
an award of Restricted Stock has been made under the 2016 Plan will have all of the rights of a stockholder with respect to the
shares of Common Stock so awarded, including, but not limited to, the right to receive, subject to the following sentence, such
cash dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such
shares at any meeting of the Company’s stockholders. As a condition to the grant of the award under the 2016 Plan, and without
limiting the provisions of Section 7(b) hereof, dividends, if any, as may be declared on such shares of Common Stock shall be deposited
into an escrow or similarly segregated account, and disbursement of such dividends to the participant will occur only upon the
delivery of the shares of Common Stock to which such dividends relate, and in the event the shares of Common Stock to which such
dividends relate are forfeited, the participant’s right to receive disbursement of such dividends will be forfeited and the
amount of the dividends shall be returned to the Company.


 


6. INVESTMENT REPRESENTATION


 


If the shares of Common
Stock that have been awarded to an employee pursuant to the terms of the 2016 Plan are not registered under the Securities Act
of 1933, as amended, pursuant to an exemption from registration, such employee, if the Committee shall deem it advisable, may be
required to represent and agree in writing (i) that any shares of Common Stock acquired by such employee pursuant to the 2016 Plan
will not be sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant
to an exemption from registration under such Act, and (ii) that such employee has acquired such shares of Common Stock for the
participant’s own account and not with a view to the distribution thereof.


 


7. RESTRICTIONS


 


(a) Terms, Conditions and Restrictions. In
addition to such other terms, conditions and restrictions as may be imposed by the Committee and contained in the instrument under
which awards of Common Stock are made pursuant to the 2016 Plan, (i) no Common Stock so awarded shall be restricted for a period
(the "Restriction Period") of less than one year or more than ten years unless otherwise specified by the Committee;
and (ii) except as provided in paragraph (e) below, the recipient of the award shall remain in the employ of the Company during
the Restriction Period or otherwise forfeit all right, title and interest in and to the shares subject to such restrictions.


 


(b) Transferability Restriction. No share awarded
under the 2016 Plan shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restriction
Period applicable thereto.


 


(c) Agreements; Stock Legend. As a condition
to the grant of an award under the 2016 Plan, each eligible employee selected to participate shall execute and deliver to the Company
an agreement in form and substance satisfactory to the Committee reflecting the conditions and restrictions imposed upon the Common
Stock awarded. Certificates for shares of Common Stock delivered pursuant to such awards may, if the Committee so determines, bear
a legend referring to the restrictions and the instruments to which such awards are subject.


 


(d) Additional Conditions. In the agreements
evidencing awards or otherwise, the Committee may impose such other and additional terms, conditions and restrictions upon the
award as it, in its discretion, deems appropriate including, without limitation, that the Company shall have the right to deduct
from payments of any kind due to the participant, any federal, state or local taxes of any kind required by law to be withheld
with respect to the shares awarded.


 


(e) Lapse of Restrictions. The restrictions
imposed under paragraph (a) above shall terminate with respect to the shares of Common Stock to which they apply on the earliest
to occur of the following, unless otherwise specified by the Committee:


 


		(i)	the expiration of the Restriction Period;



		(ii)	the participant's total and permanent disability;
or



		(iii)	the participant's death.



 




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Certificates for shares of Common Stock with
respect to which restrictions have lapsed as provided above shall, upon lapse thereof, be released from escrow and delivered to
the participant or, in the event of participant's death, to participant's personal representative. Any stock legend referring to
the restrictions imposed hereunder shall thereupon be removed.


 


(f) Change of Control of the Company. Upon
the occurrence of a Change of Control, unless otherwise specifically prohibited under applicable laws or by the rules and regulations
of any governing governmental agencies or national securities exchanges, or unless the Committee shall determine otherwise, any
Restriction Period and restrictions imposed on Restricted Stock shall terminate.


 


For purposes of the 2016 Plan, a "Change
in Control" of the Company shall be deemed to have occurred if:


 


(a) any person, as such
term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, becomes a beneficial owner (within
the meaning of Rule 13d-3 under such Act) of 20% or more of the Company's outstanding Common Stock;


 


(b) there occurs within
any period of two consecutive years any change in the directors of the Company such that the members of the Company's Board of
Directors prior to such change do not constitute a majority of the directors after giving effect to all changes during such two-year
period unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by
a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or


 


(c) the Company is merged,
consolidated or reorganized into or with, or sells all or substantially all of its assets to, another company or other entity,
and immediately after such transaction less than 80% of the voting power of the then-outstanding securities of such company or
other entity immediately after such transaction is held in the aggregate by holders of the Company's Common Stock immediately before
such transaction.


 


In addition, if the Company
enters into an agreement or series of agreements or the Board of Directors of the Company adopts a resolution which results in
the occurrence of any of the foregoing events, and the employment of a participant is terminated after and as the sole result of
the entering into of such agreement or series of agreements or the adoption of such resolution then, upon the occurrence of any
of the events described above, a Change in Control shall be deemed to have retroactively occurred on the date of entering into
of the earliest of such agreements or the adoption of such resolution and the participants shall be entitled to the delivery as
of such date of any forfeited Restricted Stock.


 


8. MISCELLANEOUS


 


(a) No Right to Receive Award. Nothing in the
2016 Plan shall be construed to give any employee of the Company any right to receive an award under the 2016 Plan.


 


(b) Additional Shares Received With Respect
to Restricted Stock. Any shares of Common Stock or other securities of the Company received by an employee as a stock dividend
on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with
respect to shares of Common Stock received pursuant to an award hereunder shall have the same status, be subject to the same restrictions
and bear the same legend, if any, as the shares received pursuant to the original award.


 


(c) Certificates for Shares. Shares
of Restricted Stock granted under the 2016 Plan shall be evidenced by certificates. Certificates representing the Restricted Stock
shall be registered in the name of the participant, such certificates shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such shares and the Company shall retain physical possession of the certificate in escrow
until all restrictions have been lifted or requirements met.


 


(d) No Effect on Employment Rights. Nothing
in the 2016 Plan or in the instruments evidencing the grant of an award hereunder shall in any manner be construed to limit in
any way the right of the Company or a subsidiary to terminate an employee's employment at any time, or give any right to an employee
to remain employed by the Company.


 




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(e) Governing Law. All provisions of the 2016
Plan shall be construed in accordance with the laws of Florida except to the extent preempted by federal law.


 


(f) No Restriction on Corporate Action. Nothing
contained in the 2016 Plan shall be construed to prevent the Company or any subsidiary from taking any corporate action that is
deemed by the Company or such subsidiary to be appropriate or in the best interest, whether or not such action would have an adverse
effect on the 2016 Plan or any shares of Common Stock granted under the 2016 Plan. No employee, non-employee director, beneficiary
or other person shall have any claim against the Company or any subsidiary as a result of any such action.


 


9. EFFECTIVE DATE OF 2016 PLAN


 


The 2016 Plan shall become
effective when approved by the Shareholders of the Company.


 


10. AMENDMENTS


 


The Committee may amend
or terminate the 2016 Plan without shareholder approval unless shareholder approval is required by any federal or state law or
regulation or the rules of The Nasdaq Stock Market. The Committee shall not have the right to amend the 2016 Plan to:


 


		(i)	except as provided in paragraph 8(b) of the 2016 Plan,
increase the maximum number of shares reserved for purposes of the 2016 Plan;



 


		(ii)	extend the duration of the 2016 Plan; or



 


		(iii)	materially increase the benefits accruing to participants
under the 2016 Plan.



 


Any amendment or alteration
which impairs the rights of any participant during the Restriction Period is not effective unless written consent from the participant
is obtained.


 


11. DURATION AND TERMINATION


 


This 2016 Plan shall terminate,
and no further stock shall be awarded hereunder, after July 29, 2026. In addition, the Committee may terminate the 2016 Plan at
any time prior thereto. The termination of this 2016 Plan shall not, however, affect any restriction previously imposed or restricted
stock awarded pursuant to this 2016 Plan.


 


12. COMPLIANCE WITH SECTION 16(B)


 


The 2016 Plan is intended
to comply with all applicable conditions of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended. All transactions involving the Company's executive officers are subject to such conditions, regardless of whether
the conditions are expressly set forth in the 2016 Plan. Any provision of the 2016 Plan that is contrary to a condition of Rule
16b-3 shall not apply to executive officers of the Company.


 




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FORM OF RESTRICTED STOCK AGREEMENT PURSUANT
TO


PETMED EXPRESS, INC. 2016 RESTRICTED STOCK PLAN


 


THIS RESTRICTED STOCK
AGREEMENT is made this _____ day of _________, _____ by and between ________________________ (the "Participant") and
PetMed Express, Inc., a Florida corporation, on behalf of itself, its subsidiaries and affiliates (collectively, the "Company")
pursuant to the Company's 2016 Restricted Stock Plan (the "2016 Plan").


 


WHEREAS, the Compensation
Committee (the "Committee") of the Board of Directors of the Company at its meeting on __________ authorized and directed
the Company to make an award of stock to the Participant under the 2016 Plan for the purposes expressed in the 2016 Plan;


 


NOW THEREFORE, in consideration
of the foregoing and the mutual undertakings herein contained, the parties agree as follows:


 


1. Grant of Stock. In accordance with the terms
of the 2016 Plan and subject to the further terms, conditions and restrictions contained in this Agreement, the Company hereby
grants to the Participant ______ shares (the "Shares") of the Company's common stock, par value $.001 per share (the
"Common Stock"). As long as the Shares are subject to the Restrictions set forth in Section 4 of this Agreement, such
shares shall be deemed to be, and are referred to in this Agreement as, the "Restricted Shares."


 


2. Certificates for Shares. Certificates evidencing
Restricted Stock shall be deposited with the Company to be held in escrow until such Shares are released to the Participant or
forfeited in accordance with this Agreement. The Participant shall, simultaneously with the delivery of this Agreement, deliver
to the Company a stock power, in blank, executed by the Participant. If any Restricted Stock is forfeited, the Company shall direct
the transfer agent of the Common Stock to make the appropriate entries in its records showing the cancellation of the certificate
or certificates for such Restricted Stock and to return the Shares represented thereby to the Company's treasury.


 


3. Adjustments in Restricted Stock. In the
event of any change in the outstanding Common Stock by reason of a stock dividend or distribution, recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like, the Committee shall make equitable adjustments in the Restricted Stock corresponding
to adjustments made by the Committee in the number and class of shares of Common Stock which may be issued under the 2016 Plan.
Any new, additional or different securities to which the Participant shall be entitled in respect of Restricted Stock by reason
of such adjustment shall be deemed to be Restricted Stock and shall be subject to the same terms, conditions, and restrictions
as the Restricted Stock so adjusted.


 


4. Restrictions. During applicable periods
of restriction determined in accordance with Section 6 of this Agreement, Restricted Stock and all rights with respect to such
Stock, may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered or disposed of and shall
be subject to the risk of forfeiture contained in Section 5 of this Agreement (such limitations on transferability and risk of
forfeiture being herein referred to as "Restrictions"), but the Participant shall have all other rights of a stockholder,
including, but not limited to, the right to vote and receive dividends on Restricted Stock, subject to any dividend to be held
in escrow pursuant to the terms of the 2016 Plan.


 


5. Forfeiture of Restricted Stock. In the event
that the Participant terminates employment with the Company for any reason other than his or her death or permanent disability,
such event shall constitute an "Event of Forfeiture" and all Shares which at that time are Restricted Stock shall thereupon
be forfeited by the Participant to the Company without payment of any consideration by the Company, and neither the Participant
nor any successor, heir, assign or personal representative of the Participant shall have any right, title or interest in or to
such Restricted Stock or the certificates evidencing them.


 


6. Lapse of Restrictions. (a) Except as provided
in subsection (b) below, the Restrictions on the Restricted Stock granted under this Agreement shall lapse ratably on each of the
anniversaries of the date of this Agreement in accordance with the following schedule:


 


[INSERT TABLE]


 




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(b) In the event that a Participant's employment
with the Company terminates as a result of his or her death or permanent disability, the Restrictions shall lapse on the Restricted
Stock (if not already lapsed pursuant to subsection (a) above) on the date of such event.


 


Upon lapse of the Restrictions in accordance
with this Section, the Company shall, as soon as practicable thereafter, deliver to the Participant, or to the Participant's personal
representative, an unrestricted certificate for the Shares with respect to which such Restrictions have lapsed.


 


(c) In the event of a change in control, as
defined in the 2016 Plan, any Restriction Period and restrictions imposed on Restricted Stock shall lapse.


 


7. Withholding Requirements. The Company shall
have the right to withhold from sums due to the Participant, or to require the Participant to remit to the Company in an amount
sufficient to satisfy any Federal, state or local withholding tax requirements prior to making such payments or delivering any
certificate evidencing such Shares.


 


8. Effect of Employment. Nothing contained
in this Agreement shall confer upon the Participant the right to continue in the employment of the Company or affect any right
which the Company may have to terminate the employment of the Participant.


 


9. Amendment. This Agreement may not be amended
except with the consent of the Committee and by a written instrument duly executed by the Participant and the Company.


 


10. Binding Effect. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns.
Participant acknowledges receipt of a copy of the 2016 Plan, which is annexed hereto, represents that he or she is familiar with
the terms and provisions thereof and accepts the award of Shares hereunder subject to all of the terms and conditions thereof and
of this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the
Committee upon any questions arising under the 2016 Plan or this Agreement.


 


IN WITNESS WHEREOF, the
Company and the Participant have each executed and delivered this Agreement as of the date first above written.


 


	COMPANY:	 
	 	 
	 	 
	Chief Executive Officer	 
	 	 
	PARTICIPANT:	 
	 	 
	 	 


 




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