Employment Offer Letter


 Exhibit 10.1 
  

			
	

	 	Corporate Office
	 	1340 Treat Blvd.,
	 	Suite 600
	 	Walnut Creek, CA 94597
	 	(925) 948-4000
	 	Fax (925) 947-0914

 September 1, 2009 
 Mr. Jeffrey A. Blade 
 6240 N. Sherman Drive 
 Indianapolis, IN 46220 
 Dear Jeff, 
 I am pleased to
confirm our offer of employment for the position of Senior Vice President, Chief Financial Officer (CFO), and Secretary of Central Garden & Pet Company, effective September 8, 2009. Outlined below is information regarding the
components of your offer. Please review this letter for your understanding and acceptance, and then sign and return the original to Jim Wiggett or to me directly. If you have any questions please feel free to give either of us a call at any time.

 Compensation 
 Your starting salary will be $15,384.61
per bi-weekly pay period. This equates to $400,000 annually, less applicable taxes based on a normal full time year. Your bonus target will be 50% of your salary and you will be eligible to participate in the 2009 fiscal year bonus plan on a
pro-rated basis. Your bonus is based upon both your individual and Central’s performance against goals set by the Chief Executive Officer with a typical payout made in January following the fiscal year close. The award and amount of any bonus
is in the discretion of the Company. You will report directly to me, and your performance review will be conducted annually. 
 The Compensation Committee of
the Board of Directors has approved grants to you of 40,000 shares of restricted stock and 50,000 performance based stock options effective upon your start of employment. Details of those grants and their vesting schedules will be set forth in the
stock option and restricted stock agreements, which are required under our stock option plan. 
 Benefits 
 You will be eligible to participate in the Central Garden & Pet Company benefits program on the first of the month after one full calendar month of employment.
You and any eligible dependents will be eligible to participate in Central’s health plan, if you elect to enroll. Information on those coverage options will be provided to you when you begin employment. 
 You will earn a total of four (4) weeks’ vacation per year. Vacation accrues pro rata each pay period. Your maximum accrual will be six (6) weeks. Once
you accrue six (6) weeks vacation, you will stop earning vacation until you have taken vacation and reduced your accrual below six (6) weeks. 






 You will be required to relocate from Indianapolis to the San Francisco Bay Area. The following terms apply to your
relocation: 
  

	 	•	 	 The Company will pay to move your 2 automobiles to California. 


  

	 	•	 	 You and your family are eligible for 2 house-hunting trips, to include transportation, meals and hotels during those trips (as needed). Should the relocation take a
longer than anticipated, we will consider a third trip. 


  

	 	•	 	 The packing, unpacking and moving costs of household goods will be covered by the Company. The Company will provide you a one-time payment to cover miscellaneous
relocation expenses in an amount equal to one month’s salary. 


  

	 	•	 	 At the time you purchase a home in the San Francisco Bay Area, if your home in Indianapolis has not sold, the Company will cover the mortgage payments on your
Indianapolis property for a period not to exceed six months. 


  

	 	•	 	 The Company will cover approved closing costs on the sale of the home in Indiana and the non-reoccurring closing costs on your home purchase in Northern California.



  

	 	•	 	 Any imputed income to you resulting from your relocation payments will be grossed-up on a one time basis. Sarah Russo, Director Recruiting and Jim Wiggett will be
your points of contact for the relocation process and can answer any questions or explain the process in further detail. 


  

	 	•	 	 You will be required to repay all relocation expenses should you voluntarily leave Central Garden & Pet prior to the completion of 24 months of employment.



  

	 	•	 	 We understand your concern about a potential “loss on sale” of your property in Indiana based on the current housing market. Central will work with you to
help deal with that issue. It will be important to make sure that this transition is as smooth as possible to enable you to get settled quickly. Jim and Sarah will work aggressively to assist you in that process. 


 Other 
 Your employment with Central is “at will” in that it
can be terminated with or without cause, and with or without notice, at any time at the option of either Central or yourself. 
 Should your employment be
terminated for reasons other than for “cause”, voluntary resignation, or retirement, you will receive severance benefits consisting of your then current base salary continuation for a nine (9) month period, excluding bonuses or any
other allowances being provided at that time. Payment of this severance shall be conditioned on your signing a general release of claims in a form acceptable to the Company. You will be provided, at most, sixty (60) days to consider whether to
sign such release. “Cause” is defined as: (a) an act or omission constituting negligence or misconduct which is materially injurious to the Company; (b) failure to comply with the lawful directives of the Board of Directors;
(c) your material breach of material Company policy, which is not cured within thirty (30) days after written notice thereof; (d) the abuse of alcohol or drugs; (e) fraud, theft or embezzlement of Company assets, criminal conduct
or any other act of moral turpitude by which is materially injurious to the Company; (f) a material violation of any securities law, regulation or compliance policy of the Company. 






 Any payment hereunder subject to Section 409A will be considered a separate payment for purposes of
Section 409A. To the extent that it is determined by the Company in good faith that all or a portion of any payments hereunder subject to Section 409A made in connection with your separation from service are not exempt from
Section 409A and that you are a “specified employee” (within the meaning of Section 409A) at the time of your separation from service, then payment of such non-exempt payments shall not be made until the date that is six
(6) months and one day after your separation from service (or, if earlier, your death), with any payments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six
(6) months and one day following your separation from service and any subsequent payments, if any, being paid in accordance with the dates and terms set forth herein. 
 You will be expected to execute an “Agreement to Protect Confidential Information” as a condition of employment which is attached to this Employment Offer Letter. 
 This letter and the specific documents referenced herein which are incorporated by reference, constitute the entire agreement between you and the Company on the subjects
covered herein. No other agreement, understanding, statement or promise, other than those contained herein is part of our agreement or will be effective. 
 Jeff, we all look forward to having the opportunity to work with you toward building a strong future for the Company. 
  

							
	Sincerely,	  		  	Accepted:	  	
				
	 /s/    William E. Brown
	  	Date: 9/1/09	  	 /s/    Jeffrey A. Blade
	  	Date: 9/1/09
	William E. Brown	  		  	Jeffrey A. Blade	  	
	Chairman & CEO	  		  		  	

 Enclosure 
  

			
	 cc:
	  	Sarah Russo
		  	Teresa Cleland
		  	Stan Bulger
		  	Jim Wiggett







 AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY AND BUSINESS RELATIONSHIPS 

 This Agreement is made this 31st day of August, 2009 (the “Effective Date”) by and between Central Garden & Pet Company and/or any of
its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Jeffrey A. Blade (“Executive,” “I” or “Me”). 
 I RECOGNIZE that during my employment as a key executive with Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”),
I have had and will continue to have access to Confidential Information (as defined below) and valuable business relationships; 
 I RECOGNIZE that my
unauthorized use or disclosure of Company Confidential Information can and will cause material harm to will of the Company; 
 I RECOGNIZE that the
Company’s Confidential Information and business relationships are critical to its success in the marketplace. The Company operates on a nationwide-basis, and therefore, the Company’s commitment to protecting its Confidential Information
and business relationships is nationwide; 
 I RECOGNIZE that the law regarding restrictive covenants varies from state to state and the law that will apply
to this Agreement after I terminate will depend on factors such as where I live, where I work, the location of my employer, the location of my former employer and other factors, many which are unknown at this time; 
 THEREFORE, in consideration for the compensation provided to me, to prevent the use or disclosure of Company Confidential Information, and to protect the valuable
business relationships of the Company, I agree to the following: 
 1. Definitions. 
 (a) Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean any information, including
third-party information, provided to the Company in confidence, regarding the Company, its business, its plans, its customers, its contracts, its suppliers, or its strategies, that is not generally known and provides the Company with an actual or
potential competitive advantage over those who do not know it. Confidential Information includes, but is not limited to, all such information I learned or developed during any previous employment with the Company or its predecessors in interest and
all of the Company’s confidential, proprietary and trade secret information, which may include information and strategies relating to the Company’s products, processes and services, including customer lists and files, product description
and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees, salaries, product development plans, business, acquisition and financial plans and forecasts, and
marketing and sales plans and forecasts. I acknowledge that requiring me to enter into this Agreement is one of the measures that the Company uses to maintain the secrecy of its Confidential Information. 
  

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 (b) Relevant Territory. For purposes of this Agreement, “Relevant Territory” shall mean
any territory or region in which I performed services on behalf of the Company or about which I learned Confidential Information regarding the Company during the lesser of (a) two (2) years prior to my separation from the Company, or
(b) the duration of my rendering Services for the Company 
 (c) Services. For purposes of this Agreement, “Services”
shall mean the same or similar activities in which I engaged during the lesser of (a) two (2) years prior to my separation from the Company, or (b) the duration of my rendering Services for the Company. 
 2. Confidentiality. I agree that I will not, during my employment with the Company (except in furtherance of the Company’s interests),
or at any time after employment terminates, without the prior written consent of the Company Senior Vice President of Human Resources, disclose any Confidential Information to or use any Confidential Information for, any third party or entity. This
restriction prohibits me from, among other activities, engaging in or preparing to engage in developing, producing, marketing, distributing or selling lawn, garden, animal health, nutrition or pet related products for any business entity if, and to
the extent, that activity in any way involves the use or disclosure of Company Confidential Information and diverting or attempting to divert any business or customers from the Company using Confidential Information. To the extent that any
Confidential Information is determined by a court of competent jurisdiction to be confidential information rather than a trade secret under applicable law, the prohibition on use and disclosure of that specific information shall be in effect for a
period of three years (36 months) after the termination of my employment with the Company; otherwise the prohibition shall last until the information ceases to be a trade secret (other than through any breach of secrecy by me or other third parties
under a duty of secrecy to the Company). In the event that after my employment with the Company ceases, if I have any doubt about whether particular information may be used of disclosed, I will contact the Company Vice President of Human Resources.

 3. Post-Employment Activities 
 (a) Non-Competition. For eighteen (18) months after the termination of my employment with the Company and/or any post-employment consulting agreement with the Company, I will not render Services, either
directly or indirectly, for any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, nutrition or pet related products in the Relevant Territory. This paragraph shall
only apply in those jurisdictions where restrictions such as contained in this paragraph are enforceable. It is expressly understood that while I am a resident of California and subject to its laws that the restrictions in this paragraph will not
apply. 
 (b) Non-Solicitation of Customers. For eighteen (18) months after the termination of my employment with the Company
and/or any post-employment consulting agreement with the Company, I will not solicit, directly or indirectly, any customer I solicited or serviced, or any customer about whom I learned Confidential Information, while in the employ or service of the
Company. This paragraph shall apply in those jurisdictions where restrictions such as contained in this paragraph are enforceable. It is expressly understood that while I am a resident of California and subject to its laws that the restrictions in
this paragraph will be limited so that they only apply where I would be aided by the use or disclosure of Confidential Information. 
  

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 (c) Non-Solicitation of Employees. For eighteen (18) months after the termination of my
employment with the Company and/or any post-employment consulting agreement with the Company, I will not recruit, solicit or induce, or attempt to recruit, solicit or induce, any employee of the Company to terminate their employment with the Company
or otherwise cease their relationship with the Company. 
 (d) Duty to Present Contract. For eighteen (18) months after the
termination of my employment with the Company and/or any post-employment consulting agreement with the Company, before I accept employment with any person or organization that is engage in or about to be engaged in developing, producing, marketing,
distributing or selling lawn, garden, animal health, nutrition or pet related products, I agree (1) to advise that prospective employer about the existence of this Agreement; (2) to provide that potential employer a copy of this Agreement;
and (3) to advise the Company’s Vice President of Human Resources in writing, within five (5) business days, to whom I have provided a copy of this Agreement. 
 4. Reformation/Severability. If any restriction set forth in this Agreement is found by a court to be unenforceable for any reason, the
court is empowered and directed to interpret the restriction to extend only so broadly as to be enforceable in that jurisdiction. Additionally, should any of the provisions of this Agreement be determined to be invalid by a court of competent
jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein. 
 5. Further
Acknowledgments. I understand that the restrictions contained in this Agreement are necessary and reasonable for the protection of the Company’s business, goodwill and its Confidential Information. I understand that any breach of this
Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, including the return of consideration paid for this Agreement, I agree
that the Company shall have the right to seek specific performance and injunctive relief. Any business entity that employs me in a capacity in which I violate this Agreement shall be liable for damages and injunctive relief. Further, I understand
that the Company intends to install the full measure of protections permitted by the law to protect its Confidential Information and business relationships, but does not intend to impose any greater protections on me than those permitted by law.
I ACKNOWLEDGE THAT THE LAW THAT GOVERNS RESTRICTIVE COVENANTS SUCH AS THIS IS IMPORTANT, RAPIDLY CHANGING AND VARIES FROM STATE TO STATE. I ALSO UNDERSTAND THAT THE LAW THAT WILL APPLY TO THIS AGREEMENT AFTER I TERMINATE WILL DEPEND ON FACTORS
SUCH AS WHERE I LIVE, WHERE I WORK, THE LOCATION OF MY EMPLOYER, THE LOCATION OF MY FORMER EMPLOYER AND OTHER FACTORS, MANY WHICH ARE UNKNOWN AT THE TIME I ENTER THIS AGREEMENT. I UNDERSTAND THAT I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF MY
CHOICE TO DISCUSS THIS AGREEMENT AND MY LEGAL OBLIGATIONS UNDER THIS AGREEMENT AFTER MY TERMINATION OF EMPLOYMENT. 
  

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 6. Separability. Courts should treat each numbered paragraph as a separate and severable
contractual obligation intended to protect the legitimate interests of the Company and to which I intend to be bound. 
 7. Non
Waiver. I agree that the Company’s determination not to enforce this or similar agreements as to specific violations shall not operate as a waiver or release of my obligations under this Agreement. 
 8. Fiduciary Duty. This Agreement is in addition to any fiduciary duty and obligation that may exist under statutory or common law.

 9. Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. It cannot
be modified or waived except in a writing signed by me and the Chief Executive Officer of the Company. I enter into this Agreement voluntarily. 
 AGREED
AND ACCEPTED BY: 
  

	
	 /s/    Jeffrey A. Blade

	Jeffrey A. Blade
	
	 /s/    William E. Brown

	William E. Brown
	For Central Garden & Pet Company

  

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