EX-10.5





 Exhibit 10.5 

EXECUTION VERSION 

AMENDMENT TO EMPLOYMENT AGREEMENT 

January 26, 2016 

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“AMENDMENT”), is entered into as of January 26, 2016, by and between Petco Animal
Supplies Stores, Inc., Scooby LP (solely for the purposes specified herein) (the “Ultimate Parent”) and Michael Nuzzo, and amends certain provisions of the Employment Agreement by and among Petco Animal Supplies Stores, Inc. and Michael
Nuzzo effective as of April 8, 2015 (the “Employment Agreement”). Capitalized terms used and not otherwise defined herein shall have their respective meanings as set forth in the Employment Agreement. 

WHEREAS, effective upon the Closing (as defined in the Agreement and Plan of Merger by and among PET Acquisition LLC, a Delaware limited
liability company, PET Acquisition Merger Sub LLC, a Delaware limited liability company, and Petco Holdings, Inc., a Delaware corporation and Shareholder Representative Services LLC, a Colorado limited liability company, dated as of
November 21, 2015 (as the same may be amended from time to time, the “Merger Agreement”)), the Ultimate Parent will become the indirect owner of 100% of the equity of the Company; 

WHEREAS, the Ultimate Parent desires for the Company to continue to employ Executive and Executive desires to continue such employment; and

 WHEREAS, in connection with (and subject to the occurrence of) the Closing, the Company, Ultimate Parent and Executive wish to amend the
Employment Agreement. 
 NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises, covenants and conditions
hereinafter contained, the parties agree as follows, effective upon (and subject to the occurrence of) the Closing: 
 1.
        Section 3.13 is deleted and replaced with the following: 
 Equity — Any equity
grants held by Executive in Ultimate Parent shall be governed by the terms of the operative documents of Ultimate Parent and any grant agreement between Executive and Ultimate Parent. 

2.         The first sentence of the paragraph in Section 4(d) that begins with “For
purposes of this Agreement, “Change in Control” . . .” is deleted and replaced with the following: 
 For purposes of this
Agreement, following the Closing, a “Change in Control” shall have the meaning specified in the Common Series C Unit Award Agreement dated January 26, 2016 between the Ultimate Parent and Executive. 

3.         The paragraph in Section 4(d) that begins with “In addition, if Executive’s
services with the Company are terminated . . .” is deleted and replaced with the following: 












 The treatment of Executive’s equity awards in Ultimate Parent (including, without
limitation, in connection with Executive’s termination of employment and in connection with any Change in Control) shall be governed by the terms of the operative documents of Ultimate Parent and any grant agreement between Executive and
Ultimate Parent. 
 4.         The first clause of the second sentence of the paragraph in section
4(d) that begins with “If Executive is terminated without Cause and within twelve (12) months after a Change in Control...” is amended by inserting “(i) the Closing or (ii)” between “after” and “a Change in
Control”. 
 5.         The portion of Section 8.1 for notices “If to the
Company” is amended to read as follows: 
 If to the Company: 

PETCO Animal Supplies Stores, Inc. 

c/o CVC Capital Partners Advisory (US), Inc. 

One Maritime, Suite 1610 
 San
Francisco, CA 94111 
 Attn: Cameron Breitner 

and 
 PETCO Animal Supplies
Stores, Inc. 
 c/o Canada Pension Plan Investment Board 

One Queen Street East, Suite 2500 

Toronto, ON, M5C 2W5 
 Attn: Scott
Nishi 
 with a copy (which shall not constitute notice) to: 

Gibson, Dunn & Crutcher LLP 

200 Park Avenue 
 New York, New
York 10166 
 Attention: Sean P. Griffiths 

6.         Except as amended hereby, all other terms and conditions of the Employment Agreement shall
remain in full force and effect from and after the Closing. This Amendment and the Employment Agreement as previously amended constitute the complete and entire agreement among the parties relating to the subject matter thereof, and there are no
prior or contemporaneous oral or written representations, promises or agreements not expressly set forth 

  
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 therein. This Amendment may not be modified in any respect except by a writing dated and signed by the
parties hereto. 
 [Signature Page Follows] 

  
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 IN WITNESS Whereof, the parties hereto have executed this Amendment as of the day and year
first written above. 
  

					
	Michael Nuzzo	 	                        	 	 PETCO ANIMAL SUPPLIES
 STORES,
INC.

			
	/s/ Michael Nuzzo    	 		 	By: /s/ James Myers              
		 		 	Name: James Myers
		 		 	Title: Chief Executive Officer

  

  
 [Signature Page to
Amendment to Employment Agreement] 













 
	
	SCOOBY LP
	
	By: SCOOBY GP LLC, its General
	Partner
	
	By: /s/ Cameron Breitner    
	Name: Cameron Breitner
	Title: President


  

  
 [Signature Page to
Amendment to Employment Agreement]