EX-10.11



 Exhibit 10.11 

PETCO Animal Supplies, Inc. 
 Deferred Compensation Plan
II 
 Master Plan Document 
 EFFECTIVE
JANUARY 1, 2005 








 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 

 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	 Purpose
	  	 	5	  
		
	 ARTICLE 1 Definitions
	  	 	5	  
		
	 ARTICLE 2 Selection, Enrollment Eligibility
	  	 	13	  
			
	 2.1
	 	 Selection by Committee.
	  	 	13	  
			
	 2.2
	 	 Enrollment and Eligibility Requirements; Commencement of Participation.
	  	 	13	  
		
	 ARTICLE 3 Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts/
Vesting/Crediting/Taxes
	  	 	14	  
			
	 3.1
	 	 Maximum Deferral.
	  	 	14	  
			
	 3.2
	 	 Timing of Deferral Elections: Effect of Election Form.
	  	 	15	  
			
	 3.3
	 	 Withholding and Crediting of Annual Deferral Amounts.
	  	 	17	  
			
	 3.4
	 	 CEO Discretionary Award Amount.
	  	 	18	  
			
	 3.5
	 	 Annual Company Matching Amount.
	  	 	18	  
			
	 3.6
	 	 Vesting.
	  	 	19	  
			
	 3.7
	 	 Crediting/Debiting of Account Balances.
	  	 	20	  
			
	 3.8
	 	 FICA and Other Taxes.
	  	 	22	  
		
	 ARTICLE 4 Scheduled Distribution; Unforeseeable Emergencies
	  	 	22	  
			
	 4.1
	 	 Scheduled Distributions.
	  	 	22	  
			
	 4.2
	 	 Postponing Scheduled Distributions.
	  	 	23	  
			
	 4.3
	 	 Other Benefits Take Precedence Over Scheduled Distributions.
	  	 	23	  
			
	 4.4
	 	 Unforeseeable Emergencies.
	  	 	23	  
		
	 ARTICLE 5 Retirement Benefit
	  	 	24	  
			
	 5.1
	 	 Retirement Benefit.
	  	 	24	  
			
	 5.2
	 	 Payment of Retirement Benefit.
	  	 	24	  
		
	 ARTICLE 6 Termination Benefit
	  	 	25	  
			
	 6.1
	 	 Termination Benefit.
	  	 	25	  
			
	 6.2
	 	 Payment of Termination Benefit.
	  	 	26	  
		
	 ARTICLE 7 Disability Benefit
	  	 	26	  
			
	 7.1
	 	 Disability Benefit.
	  	 	26	  


  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


							
			
	 7.2
	 	 Payment of Disability Benefit.
	  	 	26	  
		
	 ARTICLE 8 Death Benefit
	  	 	26	  
			
	 8.1
	 	 Death Benefit.
	  	 	26	  
			
	 8.2
	 	 Payment of Death Benefit.
	  	 	26	  
		
	 ARTICLE 9 Beneficiary Designation
	  	 	26	  
			
	 9.1
	 	 Beneficiary.
	  	 	26	  
			
	 9.2
	 	 Beneficiary Designation; Change; Spousal Consent.
	  	 	26	  
			
	 9.3
	 	 Acknowledgment.
	  	 	27	  
			
	 9.4
	 	 No Beneficiary Designation.
	  	 	27	  
			
	 9.5
	 	 Doubt as to Beneficiary.
	  	 	27	  
			
	 9.6
	 	 Discharge of Obligations.
	  	 	27	  
		
	 ARTICLE 10 Leave of Absence
	  	 	27	  
			
	 10.1
	 	 Paid Leave of Absence.
	  	 	27	  
			
	 10.2
	 	 Unpaid Leave of Absence.
	  	 	27	  
		
	 ARTICLE 11 Termination of Plan, Amendment or Modification
	  	 	28	  
			
	 11.1
	 	 Termination of Plan.
	  	 	28	  
			
	 11.2
	 	 Amendment.
	  	 	28	  
			
	 11.3
	 	 Plan Agreement.
	  	 	29	  
			
	 11.4
	 	 Effect of Payment.
	  	 	29	  
		
	 ARTICLE 12 Administration
	  	 	29	  
			
	 12.1
	 	 Committee Duties.
	  	 	29	  
			
	 12.2
	 	 Administration Upon Change In Control.
	  	 	29	  
			
	 12.3
	 	 Agents.
	  	 	29	  
			
	 12.4
	 	 Binding Effect of Decisions.
	  	 	29	  
			
	 12.5
	 	 Indemnity of Committee.
	  	 	30	  
			
	 12.6
	 	 Employer Information.
	  	 	30	  
		
	 ARTICLE 13 Other Benefits and Agreements
	  	 	30	  
			
	 13.1
	 	 Coordination with Other Benefits.
	  	 	30	  
		
	 ARTICLE 14 Claims Procedures
	  	 	30	  
			
	 14.1
	 	 Presentation of Claim.
	  	 	30	  
			
	 14.2
	 	 Notification of Decision.
	  	 	30	  
			
	 14.3
	 	 Review of a Denied Claim.
	  	 	31	  


  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


							
			
	 14.4
	 	 Decision on Review.
	  	 	31	  
			
	 14.5
	 	 Legal Action.
	  	 	32	  
		
	 ARTICLE 15 Trust
	  	 	32	  
			
	 15.1
	 	 Establishment of the Trust.
	  	 	32	  
			
	 15.2
	 	 Interrelationship of the Plan and the Trust.
	  	 	32	  
			
	 15.3
	 	 Distributions From the Trust.
	  	 	32	  
		
	 ARTICLE 16 Miscellaneous
	  	 	33	  
			
	 16.1
	 	 Status of Plan.
	  	 	33	  
			
	 16.2
	 	 Unsecured General Creditor.
	  	 	33	  
			
	 16.3
	 	 Employer’s Liability.
	  	 	33	  
			
	 16.4
	 	 Nonassignability.
	  	 	33	  
			
	 16.5
	 	 Not a Contract of Employment.
	  	 	33	  
			
	 16.6
	 	 Furnishing Information.
	  	 	34	  
			
	 16.7
	 	 Terms.
	  	 	34	  
			
	 16.8
	 	 Captions.
	  	 	34	  
			
	 16.9
	 	 Governing Law.
	  	 	34	  
			
	 16.10
	 	 Notice.
	  	 	34	  
			
	 16.11
	 	 Successors.
	  	 	34	  
			
	 16.12
	 	 Spouse’s Interest.
	  	 	34	  
			
	 16.13
	 	 Validity.
	  	 	35	  
			
	 16.14
	 	 Incompetent.
	  	 	35	  
			
	 16.15
	 	 Domestic Relations Orders.
	  	 	35	  
			
	 16.16
	 	 Distribution in the Event of Income Inclusion Under Code Section 409A.
	  	 	35	  
			
	 16.17
	 	 Deduction Limitation on Benefit Payments.
	  	 	35	  


  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 

 Purpose 

The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business success of PETCO Animal Supplies, Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA. 
 This Plan replaces the PETCO Animal Supplies, Inc. Deferred Compensation Plan (the “Prior
Plan”) with respect to all amounts previously deferred under the Prior Plan to which a Participant did not have an earned and vested right as of December 31, 2004 and related earnings, gains and losses on those amounts. The Prior Plan
governs all other amounts deferred under the Prior Plan. 
 The Plan is intended to comply with all applicable law, including Code
Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention. In order to transition to the requirements of Code Section 409A and related Treasury Regulations, the
Committee may make available to Participants certain transition relief provided under Treasury guidance, including without limitation Notice 2006-79, as described more fully in Appendix A of this Plan. 

ARTICLE 1 

Definitions 
 For
the purpose of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 
  

	1.1	“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. 


If a Participant is both an Employee and a Director and participates in the Plan in each capacity, then separate Account Balances (and separate
Annual Accounts, if applicable) shall be established for such Participant as a device for the measurement and determination of the (a) amounts deferred under the Plan that are attributable to the Participant’s status as an Employee, and
(b) amounts deferred under the Plan that are attributable to the Participant’s status as a Director. 
  

	1.2	 “Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to (a) the sum of the
Participant’s Annual Deferral Amount, Annual Company Matching Amount and CEO Discretionary Award Amount for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less
(c)










 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 

 all distributions made to the Participant or his or her Beneficiary pursuant to this Plan
that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan. 
  

	1.3	“Annual Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses,
commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or
not such allowances are included in the Employee’s gross income). Annual Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of
any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that
all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee. 


 

	1.4	“Annual Deferral Amount” shall mean that portion of a Participant’s Annual Base Salary, Bonus, Director Fees, LTIP Amounts and Annual 401(k) Refund Offset Amount that a Participant defers in accordance
with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. 

  

	1.5	“Annual 401(k) Refund Offset Amount” shall mean an amount equal to any forced reduction in a Participant’s 401(k) deferrals for such Plan Year (i) that are refunded to such Participant as a result of
nondiscrimination testing, and (ii) that a Participant has affirmatively elected under this Plan to defer from Annual Base Salary; provided however, if the amount of any forced reduction in a Participant’s 401(k) deferrals for any Plan
Year is not equal to a whole percentage of Annual Base Salary or whole dollar amount, then the amount deferred from Annual Base Salary shall be rounded up or down, using normal rounding convention, to the nearest whole percentage of Annual Base
Salary for such Plan Year or the nearest whole dollar amount, as applicable. Notwithstanding anything to the contrary in this Section 1.5, if the actual amount of the forced reduction in a Participant’s 401(k) deferrals for such Plan Year,
after any rounding required by this Section 1.5, is less than one percent (1%) of Annual Base Salary, the amount deferred shall be zero. 

  

	1.6	 “Annual Installment Method” shall mean the method used to determine the amount of each payment due to a Participant who has elected to
receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a
fraction, the numerator of which is one and the denominator 



  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


	 	
of which is the remaining number of annual payments due to the Participant. By way of example, if the Participant elects a 10 year Annual Installment Method, the first payment shall be 1/10
of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition. The amount of the first annual payment shall be calculated as of the
close of business on or around the Participant’s Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date. For purposes of this Plan, the
right to receive a benefit payment in annual installments shall be treated as the entitlement to a single payment. 

  

	1.7	“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.


  

	1.8	“Beneficiary Designation Form” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.


  

	1.9	“Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution. 


 

	1.10	“Board” shall mean the board of directors of the Company. 

  

	1.11	“Bonus” shall mean any cash compensation, in addition to Annual Base Salary and LTIP Amounts, earned by a Participant under any Employer’s annual bonus and cash incentive plans, and excluding cash payable
in settlement of equity compensation awards. 

  

	1.12	“CEO Discretionary Award Account” shall mean (i) the sum of the Participant’s CEO Discretionary Award Amounts, plus (ii) amounts credited or debited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant’s CEO Discretionary Award Account, less (iii) all distributions made to the Participant, or his or her Beneficiary, pursuant to this Plan that relate to the
Participant’s CEO Discretionary Award Account. 

  

	1.13	“CEO Discretionary Award Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4. 


 

	1.14	“Change in Control” shall be deemed to occur: 

  

	 	(a)	if any person or entity (other than, individually or collectively, TPG Partners IV, L.P., TPG Partners V, L.P., Green Equity Investors IV, L.P. and/or their respective affiliates) is or becomes the “beneficial
owner” (within the meaning of Rule 13d 3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the
Company’s then outstanding securities; 


  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


	 	(b)	upon the consummation of any of the following (each a ‘Transaction”): (i) a merger, consolidation or reorganization of the Company; (ii) a sale or other disposition of all or substantially all of the
Company’s assets (including, without limitation, by distribution to the stockholders of the Company by spin-off, split-up or otherwise); or (iii) a liquidation or dissolution of the Company; provided, however, that a Change in Control
pursuant to clause (i) of this subparagraph (b) shall be deemed not to have occurred if, immediately following the consummation of any Transaction at issue, holders of the Company’s voting securities immediately prior to such
Transaction either (x) continue to own at least fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities (if the Company survives the Transaction) or (y) then own voting securities
representing at least fifty percent (50%) of the combined voting power of the surviving or acquiring entity (or its parent entity) after such Transaction; or 


 

	 	(c)	upon the first day on which a majority of the members of the Company’s Board of Directors are not “Continuing Directors,” which shall mean, as of any date of determination, any member of the Board who:
(i) was a member of the Board on October 26, 2006; or (ii) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or
election. 

  

	1.15	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. 

  

	1.16	“Committee” shall mean the committee described in Article 12. 

  

	1.17	“Company” shall mean PETCO Animal Supplies, Inc., a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business. 


 

	1.18	“Company Matching Account” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4. 

  

	1.19	“Director” shall mean any member of the board of directors of any Employer. 

  

	1.20	“Director Fees” shall mean the annual fees earned by a Director from any Employer, including retainer fees, meetings fees and committee chair fees, as compensation for serving on the board of directors,


  

	1.21	 “Disability” or “Disabled” shall mean that a Participant is either (a) unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically




  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


	 	
determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by
the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of
“disability” applied under such disability insurance program complies with the requirements of this Section. 

  

	1.22	“Election Form” shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under
the Plan. 

  

	1.23	“Employee” shall mean a person who is an employee of an Employer. 

  

	1.24	“Employer(s)” shall be defined as follows: 

  

	 	(a)	Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the Plan as a sponsor. 

  

	 	(b)	For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer” shall mean: 


 

	 	(i)	The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and 


 

	 	(ii)	All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of
trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute
for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and
(B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c). 

  

	1.25	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. 


  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


	1.26	“40l(k) Plan” shall mean the PETCO Animal Supplies 401(k) Plan adopted by the Company, as it may be amended from time to time. 


 

	1.27	“LTIP Amounts” shall mean any portion of the compensation attributable to a Plan Year that is earned by a Participant under any Employer’s long-term incentive plan or any other long-term incentive
arrangement designated by the Committee. 

  

	1.28	“Participant” shall mean any Employee or Director (a) who is selected to participate in the Plan, (b) whose executed Plan Agreement is accepted by the Committee, and (c) whose Plan Agreement has
not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan, or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result
of applicable law or property settlements resulting from legal separation or divorce. 

  

	1.29	“Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of organizational or individual performance criteria pre-established within the
first 90 days of the performance period and relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).


  

	1.30	“Plan” shall mean the PETCO Animal Supplies, Inc. Deferred Compensation Plan II, which shall be evidenced by this instrument, as it may be amended from time to time, and by any other documents that together
with this instrument define a Participant’s rights to amounts credited to his or her Account Balance. 

  

	1.31	“Plan Agreement” shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a Participant’s agreement to the terms of the Plan and which may establish
additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such
Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan. 


 

	1.32	“Plan Year” shall mean a period beginning on January 1 of each calendar year and ^ continuing through December 31 of such calendar year. 


 

	1.33	 “Retirement,” “Retire(s)” or “Retired” shall mean with respect to a Participant who is an Employee, a Separation from
Service on or after the attainment of age fifty-five (55) with six (6) Years of Service (or, for a Separation from Service before January 1, 2008, on or after the earlier of (i) the attainment of age sixty-five (65), or
(ii) the date that the Participant has at least six (6) Years of Service and the sum of the Participant’s age and Years of Service equals fifty-five (55) or more); and shall mean with respect to a Participant who is a Director, a
Separation from Service. If a Participant is both an Employee and a Director and participates in the Plan in each capacity, (a) the 



  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


	 	
determination of whether the Participant qualifies for Retirement as an Employee shall be made when the Participant experiences a Separation from Service as an Employee and such determination
shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as an Employee, and (b) the determination of whether the Participant qualifies for Retirement as a Director
shall be made at the time the Participant experiences a Separation from Service as a Director and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the
Plan as a Director. 

  

	1.34	“Separation from Service” shall mean a termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined
by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply: 


 

	 	(a)	For a Participant who provides services to an Employer as an Employee, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur when such Participant has experienced a
termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either
(i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an Employee or as an independent
contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full
period of services to the Employer if the Participant has been providing services to the Employer less than 36 months). 

 If a
Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed
6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months
and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of
such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer,


  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


	 	(b)	For a Participant who provides services to an Employer as an independent contractor, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur upon the expiration of the
contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete
termination of the contractual relationship between the Participant and such Employer. 

  

	 	(c)	For a Participant who provides services to an Employer as both an Employee and an independent contractor, a Separation from Service generally shall not occur until the Participant has ceased providing services for such
Employer as both as an Employee and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section, respectively. Similarly, if a Participant either (i) ceases providing
services for an Employer as an independent contractor and begins providing services for such Employer as an Employee, or (ii) ceases providing services for an Employer as an Employee and begins providing services for such Employer as an
independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for such Employer in both capacities, as determined in accordance with the applicable
provisions set forth in parts (a) and (b) of this Section. 

 Notwithstanding the foregoing provisions in this part
(c), if a Participant provides services for an Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a Director shall not be taken into account in
determining whether the Participant has experienced a Separation from Service as an Employee, and the services provided by such Participant as an Employee shall not be taken into account in determining whether the Participant has experienced a
Separation from Service as a Director. 
  

	1.35	“Specified Employee” shall mean any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) of a corporation
whose stock is publicly traded or an affiliate thereof for the applicable period, as determined annually by the Committee in accordance with Treas. Reg. § 1.409A-1 (i). In determining whether a Participant is a Specified Employee, the following
provisions shall apply: 

  

	 	(a)	The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the
12-month period ending on each December 31st (referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be
determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and
(iii) any of the special rules provided in Treas. Reg. §1.415(c)-2(g); and 


  
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 PETCO Animal Supplies, Inc. 

Deferred Compensation Plan II 
 Master Plan Document 

 


	 	(b)	Each Participant who is among the individuals identified as a “key employee” in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such
Participant experiences a Separation from Service during the 12-month period that begins on the April 1st following the applicable identification date. 

  

	1.36	“Trust” shall mean one or more trusts established by the Company in accordance with Article 15. 

  

	1.37	“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s
Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances. 


 

	1.38	“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day period
(or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of employment
shall not be treated as a Year of Service. 

 ARTICLE 2  

Selection, Enrollment Eligibility 
  

	2.1	Selection by Committee. Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees.
From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan. For purposes of the Plan, the phrase “select group of management or highly compensated employees” shall
include, but not be limited to, those individuals employed as an officer or director of the Employer, all as determined by the Committee. 

  

	2.2	Enrollment and Eligibility Requirements; Commencement of Participation. 

  

	 	(a)	As a condition to participation, each Director or selected Employee shall complete, execute and return to the Committee a Plan Agreement by the deadline(s) established by the Committee in accordance with the applicable
provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary. 


  
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	 	(b)	Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines that the Director or Employee has met all enrollment
requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period. 

  

	 	(c)	If a Director or an Employee fails to meet all requirements established by the Committee within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year.


 ARTICLE 3 

Deferral Commitments/Company Contribution Amounts/Company 

Restoration Matching Amounts/ Vesting/Crediting/Taxes 
  

	3.1	Maximum Deferral. 

  

	 	(a)	Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Annual Base Salary, Bonus, LTIP Amounts (if permitted by the Committee) and/or Director
Fees (if permitted by the Committee) up to the following maximum percentages for each deferral elected: 

  

									
	 Deferral
	  	Minimum
Amount	 	  	Maximum
Percentage	 
	 Annual Base Salary
	  	 	N/A	  	  	 	75	% 
	 Bonus
	  	 	N/A	  	  	 	100	% 
	 LTIP Amounts
	  	 	N/A	  	  	 	100	% 
	 Combined Annual Base Salary and Bonus
	  	$	1,500	  	  	 	N/A	  
	 Director Fees
	  	$	1,500	  	  	 	100	% 

 If an election is made for less than stated minimum amounts, or if no election, is made, the amount deferred
shall be zero. 
  

	 	(b)	Annual 401 (k) Refund Offset Amount. For each Plan Year, a Participant may elect to defer his or her Annual 401(k) Refund Offset Amount. If a Participant elects to defer his or her Annual 401(k)
Offset Refund Amount, the minimum deferral amount shall be 100%. If no election is made or if the actual amount of the forced reduction in a Participant’s 401 (k) deferrals for such Plan Year, after any rounding required by
Section 1.5 is less than one percent (1%) of Annual Base Salary, the amount deferred shall be zero, 


  
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	 	(c)	Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, then subject to Section 3.2 and Code Section 409A and related
Treasury Regulations, the maximum amount of the Participant’s Annual Base Salary, Bonus, LTIP Amounts or Director Fees that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in
Section 3.1(a) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made. For example, if a Participant is first eligible to become a Participant on July 1,
and makes an election to defer Annual Base Salary on July 15, then the maximum amount of Annual Base Salary that the Participant may defer for that Plan Year is 75% of Annual Base Salary for services performed after the election is made. The
minimum deferral amount ($1,500) will be divided by the number of required payroll periods from the date the Participant is first eligible to become a Participant through the end of the year to determine the minimum deferral amount for each payroll
period. 

  

	3.2	Timing of Deferral Elections: Effect of Election Form. 

  

	 	(a)	General Timing Rule for Deferral Elections. Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Annual Base Salary, Bonus, Annual
401(k) Refund Offset Amount, Director Fees and/or LTIP Amounts, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than the December 31st preceding the Plan Year
in which the services with respect to which such compensation is attributable will be performed. 

 Any deferral election made
in accordance with this Section 3.2(a) shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described above for an amount that qualifies as Performance-Based
Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with Section 3.2(d) below. 

 

	 	(b)	Timing of Deferral Elections for Newly Eligible Plan Participants. A Director or selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as
determined in accordance with Treas. Reg. § 1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-l(c)(2), may be permitted to make an election to
defer the portion of Annual Base Salary, Bonus, Director Fees and/or LTEP Amounts attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the
Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan. 


  
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If a deferral election made in accordance with this Section 3.2(b) relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal
to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the
denominator of which is the total number of days in the performance period. 
 Any deferral election made in accordance with this
Section 3.2(b) shall become irrevocable no later than the 30th day after the date the Director or selected Employee becomes eligible to participate in the Plan. 
  

	 	(c)	Timing of Deferral Elections for Fiscal Year Compensation. In the event that the tax year of an Employer is different than the taxable year of a Participant, the Committee may determine that a
deferral election may be made for “fiscal year compensation” (as defined below), by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than the last day of the
Employer’s tax year immediately preceding the tax year in which the services related to such compensation will begin to be performed. For purposes of this Section, the term “fiscal year compensation” shall only include Bonus and LTIP
Amounts relating to a service period coextensive with one or more consecutive tax years of the Employer, of which no amount is paid or payable during the Employer’s tax year(s) that constitute the service period. 


A deferral election made in accordance with this Section 3.2(c) shall be irrevocable; provided, however, that if the Committee permits or
requires Participants to make a deferral election by the deadline described in this Section 3.2(c) for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral
election for such compensation by submitting a new Election Form in accordance with 3.2(d) below. 
  

	 	(d)	Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described below, the Committee may determine that an irrevocable deferral election for an amount that qualifies
as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than 6 months before the end of the performance period. 


In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline
established pursuant to this Section 3.2(d), the Participant must have performed services continuously from the later of (i) the beginning of the performance period for such compensation, or (ii) the date upon which the performance
criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation. In no event shall a deferral election submitted under this Section 3.2(d) be permitted to apply to
any amount of Performance-Based Compensation that has become readily ascertainable. 

  
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	 	(e)	Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and
(ii) that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may determine that an
irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30th day after the Participant obtains the legally binding right to
the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treas.
Reg. § 1.409A-2(a)(5). 

 Any deferral election(s) made in accordance
with this Section 3.2(e) shall become irrevocable no later than the 30th day after the Participant obtains the legally binding right to the compensation subject to such deferral election(s). 

 

	 	(f)	Effect of Deferral Election. A Participant’s election to defer Annual Base Salary, Bonus, Annual 401 (k) Refund Offset Amount, Director Fees and/or LTIP Amounts shall not expire at the end of the
Plan Year to which the deferral election initially relates, but rather shall remain in effect for each subsequent Plan Year unless modified in accordance with this Section 3.2(f), provided that the Participant affirmatively confirms that such
deferral election shall remain in effect by delivering a form in accordance with the Committee’s rules and procedures on or before the deadline established by the Committee for new Election Forms in accordance with the applicable provisions of
this Section 3.2. In the absence of such confirmation, the election shall expire at the end of the Plan Year to which the deferral election relates. In order for a participant to make a valid modification to a deferral election, the Participant
must timely deliver a new Election Form to the Committee, in accordance with its rules and procedures, on or before the deadline established by the Committee in accordance with the applicable provisions of this Section 3.2. 


 

	3.3	Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Annual Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Annual Base
Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Annual Base Salary. The Bonus, LTIP Amounts and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus, LTIP
Amounts or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. The Participant’s Annual 401(k) Refund Offset Amount, if any, shall be withheld on a prorated basis from



  
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each regularly scheduled Annual Base Salary payroll period remaining in the Plan Year, commencing with the first Annual Base Salary payroll period, or as soon as administratively practical,
following the Participant’s receipt of a forced refund of his or her prior year 401(k) deferrals. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise
have been paid to the Participant, 
  

	3.4	CEO Discretionary Award Amount. For each Plan Year, and at any time during a Plan Year, an Employer, in its sole discretion may, but is not required to, credit any amount it desires, subject to approval by
the Company’s Board, to any Participant’s CEO Discretionary Award Account under this Plan, subject to compliance with Section 409A of the Code. The amount so credited to a Participant may be smaller or larger than the amount credited
to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants may receive a CEO Discretionary Award Amount for that Plan Year. The Discretionary Award Amount, if any,
shall be credited as of the date the Employer presents the Discretionary Award to the Participant. 

  

	3.5	Annual Company Matching Amount. 

  

	 	(a)	A Participant’s Annual Company Matching Amount for any Plan Year shall be equal to the sum of: 

  

	 	(i)	50% of the portion of the Participant’s Annual Deferral Amount that consists of Annual Base Salary for that Plan Year, but not in excess of 1.5% of the Participant’s Annual Base Salary for that Plan Year; plus


  

	 	(ii)	50% of the portion of the Participant’s Annual Deferral Amount that consists of the Bonus for that Plan Year, but not in excess of 3% of the Participant’s Bonus for that Plan Year. 


 

	 	(b)	If a Participant is not eligible to participate in the 401(k) Plan during all or a portion of a Plan Year, the portion of the Participant’s Annual Company Matching Amount determined under subparagraph (a)(i) above
for that Plan Year shall be equal to the sum of: 

  

	 	(i)	50% of the portion of the Participant’s Annual Deferral Amount that consists of Annual Base Salary for the portion of the Plan Year during which the Participant is not eligible to participate in the 401(k) Plan,
but not in excess of 3% of the Participant’s Annual Base Salary for such portion of the Plan Year; plus 

  

	 	(ii)	50% of the portion of the Participant’s Annual Deferral Amount that consists of Annual Base Salary for the portion of the Plan Year during which the Participant is eligible to participate in the 401(k) Plan, but
not in excess of 1.5% of the Participant’s Annual Base Salary for such portion of the Plan Year. 


  
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	 	(c)	Notwithstanding the foregoing, if a Participant is not employed by the Employer, or is no longer providing services as a Director, as of the last day of a Plan Year other than by reason of his or her (a) retirement
on or after the earlier of (i) the attainment of age sixty-five (65), or (ii) the date that the Participant has at least six (6) Years of Service and the sum of the Participant’s age and Years of Service equals fifty-five
(55) or more, (b) Disability, (c) death or (d) Separation from Service in a Plan Year during which there is a Change in Control, the Annual Company Matching Amount for such plan shall be zero. The Participant’s Annual
Company Matching Amount shall be credited to his or her Company Matching Account as of the close of business on the first business day in February of the Plan Year following the Plan Year to which it relates. 


 

	3.6	Vesting. 

  

	 	(a)	A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7.


  

	 	(b)	A Participant shall be vested in his or her CEO Discretionary Award Account as follows: (i) with respect to all benefits under this Plan other than the Termination Benefit, a Participant’s vested CEO
Discretionary Award Account shall equal 100% of such Participant’s CEO Discretionary Award Account; and (ii) with respect to the Termination Benefit, the Participant shall vest in each of his or her CEO Discretionary Award Amounts, and
earnings or losses credited or debited thereon, on the earliest of: (x) a date selected by the Chief Executive Officer of the Company; (y) the third (3rd) anniversary of the date such Discretionary Award Amount was first credited to
his or her Discretionary Award Account, or (z) the earlier of (1) the attainment of age sixty-five (65), or (2) the date that the Participant has at least six (6) Years of Service and the sum of the Participant’s age and
Years of Service equals fifty-five (55) or more. Notwithstanding anything to the contrary contained in this Section 3.6, in the event of a Change in Control, a Participant’s CEO Discretionary Award Account shall immediately become
100% vested (if it is not already vested in accordance with the above vesting schedules). 

  

	 	(c)	A Participant shall at all times be 100% vested in his or her Company Matching Account 


Notwithstanding Section 3.6 and subsections 3.7(d), the vesting schedule for a Participant’s CEO Discretionary Award Account shall
not be accelerated to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event that all of a Participant’s CEO Discretionary Award
Account is not vested 

  
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pursuant to such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G. In such case, the
Committee must provide to the Participant within 15 business days of such a request an opinion from a nationally recognized accounting firm selected by the Company (the “Accounting Firm”). The opinion shall state the Accounting Firm’s
opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company. 


Notwithstanding anything to the contrary contained in this Plan if a Participant admits to, is convicted of or pleads no contest to
embezzlement or theft of company assets or property such Participant shall forfeit all or a portion of his or her Account Balance as determined by the Company in its sole discretion. 

 

	 	(d)	In the event of such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G. In such case, the Committee must
provide to the Participant within 90 days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any
limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company. 


 

	3.7	Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be
credited or debited to a Participant’s Account Balance in accordance with the following rules: 

  

	 	(a)	Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement
Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as
of the first day of the first calendar quarter that begins at least 30 days after the day on which the Committee gives Participants advance written notice of such change. 


 

	 	(b)	 Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with
Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does
not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined




  
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by the Committee, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete
one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an
election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the
Participant participates in the Plan, unless changed in accordance with the previous sentence. Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement
Funds elected in accordance with this Section 3.7(b) may be added or deleted by such Participant; furthermore, the Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of
his or her Account Balance allocated to each previously or newly elected Measurement Fund. 

  

	 	(c)	Proportionate Allocation. In making any election described in Section 3.7(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her
Account Balance or Measurement Fund, as applicable, to be allocated/reallocated. 

  

	 	(d)	Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance
has been hypothetically allocated among the Measurement Funds by the Participant. 

  

	 	(e)	No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s
election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or
construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or
all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. 


  
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	3.8	FICA and Other Taxes. 

  

	 	(a)	Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the
Participant’s Annual Base Salary, Bonus and/or LTIP Amount that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the
Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.8. 

  

	 	(b)	Company Matching Amounts and CEO Discretionary Award Amounts. When a Participant becomes vested in a portion of his or her Company Matching Account and/or CEO Discretionary Award Amount, the
Participant’s Employees) shall withhold from that portion of the Participant’s Annual Base Salary, Bonus, and/or LTIP Amounts that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on such amounts. If necessary, the Committee may reduce the vested portion of the Participant’s Company Matching Amount or CEO Discretionary Award Amount, as applicable, in order to comply with this Section 3.8.


  

	 	(c)	Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and
other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.


 ARTICLE 4 

Scheduled Distribution; Unforeseeable Emergencies 
  

	4.1	Scheduled Distributions. In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive all or a portion of such Annual Deferral Amount, plus amounts credited or
debited on that amount pursuant to Section 3.7, in the form of a lump sum payment, calculated as of the close of business on or around the Benefit Distribution Date designated by the Participant in accordance with this Section (a
“Scheduled Distribution”). The Benefit Distribution Date for the amount subject to a Scheduled Distribution election shall be the first day of any Plan Year designated by the Participant, which may be no sooner than two (2) Plan Years
after the end of the Plan Year to which the Participant’s deferral election relates (which, in the case of a “fiscal year compensation” deferral election, shall for all Plan purposes be the Plan Year in which the Employer’s tax
year starts), unless otherwise provided on an Election Form approved by the Committee. 

 Subject to the other terms and
conditions of this Plan, each Scheduled Distribution elected shall be paid out during a sixty (60) day period commencing immediately after 

  
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the Benefit Distribution Date. By way of example, if a Scheduled Distribution is elected for Annual Deferral Amounts that are earned for services performed in the Plan Year commencing
January 1, 2008, the earliest Benefit Distribution Date that may be designated by a Participant would be January 1, 2011 and if that date were designated by the Participant, the Scheduled Distribution would be paid out during the 60 day
period commencing immediately after such Benefit Distribution Date. 
  

	4.2	Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid out during a 60 day period commencing
immediately after an allowable alternative Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must submit an Election Form to the Committee in accordance with the
following criteria: 

  

	 	(a)	The election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which the election is made; 


 

	 	(b)	The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of a Plan Year that is no sooner than 5 years after the previously designated Benefit Distribution
Date; and 

  

	 	(c)	The election must be made at least 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution. 


For purposes of applying the provisions of this Section 4.2, a Participant’s election to postpone a Scheduled Distribution shall not
be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Participant’s previously designated Benefit Distribution Date for
such Scheduled Distribution. 
  

	4.3	Other Benefits Take Precedence Over Scheduled Distributions. Should an event occur prior to any Benefit Distribution Date designated for a Scheduled Distribution that would trigger a benefit under Articles
5 through 8, as applicable, all amounts subject to a Scheduled Distribution election shall be paid in accordance with the other applicable provisions of the Plan and not in accordance with this Article 4. 


 

	4.4	Unforeseeable Emergencies. 

  

	 	(a)	 If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles 5 through 8, as
applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account Balance, calculated as of the
close of business on or around the Benefit Distribution Date for such payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount 



  
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necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. A
Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the
Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under this Plan. 


If the Committee, in its sole discretion, approves a Participant’s petition for payout from the Plan, the Participant’s Benefit
Distribution Date for such payout shall be the date on which such Committee approval occurs and such payout shall be distributed to the Participant in a lump sum no later than 60 days after such Benefit Distribution Date. In addition, in the event
of such approval the Participant’s outstanding deferral elections under the Plan shall be cancelled. 
  

	 	(b)	A Participant’s deferral elections under this Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant to obtain a hardship distribution from an
Employer’s 401(k) Plan pursuant to Treas. Reg. § 1.401 (k)-1 (d)(3). 

 ARTICLE 5 

Retirement Benefit 
  

	5.1	Retirement Benefit. If a Participant experiences a Separation from Service that qualifies as a Retirement, the Participant shall be eligible to receive his or her vested Account Balance in either a lump
sum or annual installment payments, as elected by the Participant in accordance with Section 5.2 (the “Retirement Benefit”). A Participant’s Retirement Benefit shall be calculated as of the close of business on or around the
applicable Benefit Distribution Date for such benefit, which shall be (i) the first day after the six-month anniversary of the date on which the Participant experiences such Separation from Service or, if earlier, the Participant’s death,
if the Participant is a Specified Employee and the Committee determines that such delay is required to avoid a violation of Section 409A, and (ii) for all other Participants, the date on which the Participant experiences a Separation from
Service; provided, however, if a Participant changes the form of distribution for the Retirement Benefit in accordance with Section 5.2(b), the Benefit Distribution Date for the Retirement Benefit shall be determined in accordance with Section
5.2(b). 

  

	5.2	Payment of Retirement Benefit. 

  

	 	(a)	A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method ranging
from 2 to 10 years. If a Participant does not make any election with respect to the payment of the Retirement Benefit, then such Participant shall be deemed to have elected to receive the Retirement Benefit as a lump sum. 


  
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	 	(b)	A Participant may change the form of payment for the Retirement Benefit by submitting an Election Form to the Committee in accordance with the following criteria: 


 

	 	(i)	The election shall not take effect until at least 12 months after the date on which the election is made; 

  

	 	(ii)	The new Benefit Distribution Date for the Participant’s Retirement Benefit shall be 5 years after the Benefit Distribution Date that would otherwise have been applicable to such benefit; and 


 

	 	(iii)	The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Retirement Benefit. 


For purposes of applying the provisions of this Section 5.2(b), a Participant’s election to change the form of payment for the
Retirement Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would
otherwise have been applicable to the Participant’s Retirement Benefit. Subject to the requirements of this Section 5.2(b), the Election Form most recently accepted by the Committee that has become effective shall govern the form of payout
of the Participant’s Retirement Benefit. 
  

	 	(c)	The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant’s Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 60
days after each anniversary of the Participant’s Benefit Distribution Date. 

 ARTICLE 6 

Termination Benefit 
  

	6.1	Termination Benefit. If a Participant experiences a Separation from Service that does not qualify as a Retirement, the Participant shall receive his or her vested Account Balance in the form of a
lump sum payment (the “Termination Benefit”). A Participant’s Termination Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be (i) the date on which
the Participant experiences a Separation from Service, or (ii) if the Participant is a Specified Employee and the Committee determines that such delay is required to avoid a violation of Section 409A, the first day after the six-month
anniversary of the date on which the Participant experiences such Separation from Service or, if earlier, the Participant’s death. 


  
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	6.2	Payment of Termination Benefit. The Termination Benefit shall be paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date. 


ARTICLE 7 
 Disability
Benefit 
  

	7.1	Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles 5 through 6, as applicable, the Participant shall receive his or her vested
Account Balance in the form of a lump sum payment (the “Disability Benefit”). The Disability Benefit shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date for such benefit, which
shall be the date on which the Participant becomes Disabled. 

  

	7.2	Payment of Disability Benefit. The Disability Benefit shall be paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date. 


ARTICLE 8 
 Death
Benefit 
  

	8.1	Death Benefit. In the event of a Participant’s death prior to the complete distribution of his or her vested Account Balance, the Participant’s Beneficiary(ies) shall receive the
Participant’s unpaid vested Account Balance in a lump sum payment (the “Death Benefit”). The Death Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be the
date of the Participant’s death. 

  

	8.2	Payment of Death Benefit. The Death Benefit shall be paid to the Participant’s Beneficiary(ies) no later than 60 days after the Participant’s Benefit Distribution Date. 


ARTICLE 9 

Beneficiary Designation 
  

	9.1	Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. 


 

	9.2	 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of




  
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the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, the
Committee may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of
a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his
or her death. 
  

	9.3	Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent. 


 

	9.4	No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be
paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate. 

  

	9.5	Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause
the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction. 

  

	9.6	Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with
respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits. 


ARTICLE 10 
 Leave of
Absence 
  

	10.1	Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a
Separation from Service, (a) the Participant shall continue to be considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in
accordance with Section 3.2. 

  

	10.2	 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the
employment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such Participant 



  
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shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferral elections.
However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided
such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2 above. 

ARTICLE 11 

Termination of Plan, Amendment or Modification 
  

	11.1	Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate
the Plan at any time in the future. Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral elections shall be permitted for the affected
Participants and such Participants shall no longer be eligible to receive new company contributions. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts
attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall continue to credited or debited
to such Participants’ Account Balances pursuant to Section 3.7. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to
Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition, following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become
eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Section 409A, the Employer may provide that upon termination of the Plan, all Account
Balances of the Participants shall be distributed, subject to and in accordance with any rules established by such Employer deemed necessary to comply with the applicable requirements and limitations of Section 409A. 


 

	11.2	Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective
to decrease the amount of a Participant’s vested Account ‘Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 11.2 or Section 12.2 of the Plan shall
be effective unless and until two-thirds (2/3) of Participants with an Account Balance in the Plan as of the date of such proposed amendment or modification provide prior written consent in a time and manner determined by the Committee.



  
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	11.3	Plan Agreement. Despite the provisions of Sections 11.1, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate
such provisions with the written consent of the Participant. 

  

	11.4	Effect of Payment. The full payment of the Participant’s vested Account Balance in accordance with the applicable provisions of the Plan shall completely discharge all obligations to a Participant and
his or her designated Beneficiaries under this Plan, and the Participant’s Plan Agreement shall terminate. 

 ARTICLE
12 
 Administration 
  

	12.1	Committee Duties. Except as otherwise provided in this Article 12, this Plan shall be administered by a Committee, which shall consist of the Board, or such committee as the Board shall appoint. Members of
the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, and
(b) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or
act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company. 


 

	12.2	Administration Upon Change In Control. Within 120 days following a Change in Control, the individuals who comprised the Committee immediately prior to the Change in Control (whether or not such individuals
are members of the Committee following the Change in Control) may, by written consent of the majority of such individuals, appoint an independent third party administrator (the “Administrator”) to perform any or all of the Committee’s
duties described in Section 12.1 above, including without limitation, the power to determine any questions arising in connection with the administration or interpretation of the Plan, and the power to make benefit entitlement determinations.
Upon and after the effective date of such appointment, (a) the Company must pay all reasonable administrative expenses and fees of the Administrator, and (b) the Administrator may only be terminated with the written consent of the majority
of Participants with an Account Balance in the Plan as of the date of such proposed termination. 

  

	12.3	Agents. In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and may from time to time consult with counsel. 

  

	12.4	 Binding Effect of Decisions. The decision or action of the Committee or Administrator, as applicable, with respect to any question
arising out of or in connection with the 



  
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administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in
the Plan. 

  

	12.5	Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any
and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator.


  

	12.6	Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as
the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Separation from Service,
Disability or death .of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require. 


ARTICLE 13 
 Other
Benefits and Agreements 
  

	13.1	Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any
other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. 


ARTICLE 14 
 Claims
Procedures 
  

	14.1	Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written
claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was
received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.


  

	14.2	 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, but no later than 90 days
after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial
90 day period. In no event shall such extension exceed a period 



  
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of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to
render the benefit determination. The Committee shall notify the Claimant in writing: 

  

	 	(a)	that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or 

  

	 	(b)	that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:


  

	 	(i)	the specific reason(s) for the denial of the claim, or any part of it; 

  

	 	(ii)	specific reference(s) to pertinent provisions of the Plan upon which such denial was based; 

  

	 	(iii)	a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; 


 

	 	(iv)	an explanation of the claim review procedure set forth in Section 14.3 below; and 

  

	 	(v)	a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. 


 

	14.3	Review of a Denied Claim. On or before 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized
representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative): 


 

	 	(a)	may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits;


  

	 	(b)	may submit written comments or other documents; and/or 

  

	 	(c)	may request a hearing, which the Committee, in its sole discretion, may grant. 

  

	14.4	 Decision on Review. The Committee shall render its decision on review promptly, and no later than 60 days after the Committee
receives the Claimant’s written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to
the Claimant prior to the termination of the initial 60 day period. In no 



  
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event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the
date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain: 


 

	 	(a)	specific reasons for the decision; 

  

	 	(b)	specific reference(s) to the pertinent Plan provisions upon which the decision was based; 

  

	 	(c)	a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA
regulations) to the Claimant’s claim for benefits; and 

  

	 	(d)	a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a). 

  

	14.5	Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any
claim for benefits under this Plan. 

 ARTICLE 15 

Trust 
  

	15.1	Establishment of the Trust. In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan, the Company may establish a trust by a trust
agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan (the “Trust”).


  

	15.2	Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the
Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan. 


 

	15.3	Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the
Employer’s obligations under this Plan. 


  
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 ARTICLE 16 

Miscellaneous 
  

	16.1	Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose
of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (a) to the
extent possible in a manner consistent with the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and related Treasury guidance and Regulations. 


 

	16.2	Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer’s obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future. 

  

	16.3	Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An
Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. 

  

	16.4	Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to
actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a
Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. 

  

	16.5	Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby
acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to interfere with the right of any Employer to discipline or discharge the Participant at any
time. 


  
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	16.6	Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary. 


 

	16.7	Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply, 


 

	16.8	Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.


  

	16.9	Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of California without regard to its conflicts of laws principles.


  

	16.10	Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address
below: 

 Compensation Committee 

Attn: Compensation and Benefits Manager 

PETCO Animal Supplies, Inc. 
 9125
Rehco Road 
 San Diego, CA 92121 

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification. 
 Any notice or filing required or permitted to be given to a Participant under this Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant. 
  

	16.11	Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated
Beneficiaries. 

  

	16.12	Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession. 


  
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	16.13	Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted herein. 

  

	16.14	Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of
that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority,
incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and
shall be a complete discharge of any liability under the Plan for such payment amount. 

  

	16.15	Domestic Relations Orders. If necessary to comply with a domestic relations order, as defined in Code Section 414(p)(l)(B), pursuant to which a court has determined that a spouse or former spouse of a
Participant has an interest in the Participant’s benefits under the Plan, the Committee shall have the right to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to such
spouse or former spouse, subject to compliance with Section 409A. 

  

	16.16	Distribution in the Event of Income Inclusion Under Code Section 409A. If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant
prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount
equal to the lesser of (i) the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or
(ii) the unpaid vested Account Balance. 

  

	16.17	 Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates in good faith that the Employer’s deduction with
respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that
the entire amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.7. The delayed
amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death) at the earliest date the Employer reasonably anticipates in good faith that the deduction of
the payment of the amount will not be limited or eliminated by application of Code Section 162(m). In the event that such date is determined to be after a Participant’s Separation from Service and the Participant




  
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to whom the payment relates is determined to be a Specified Employee, then to the extent deemed necessary to comply with Treas. Reg. § 1.409A-3(i)(2), the delayed payment shall not made
before the end of the six-month period following such Participant’s Separation from Service. 

 IN WITNESS WHEREOF, the Company
has caused this Plan document to be signed by an authorized officer on December 31, 2007. 
  

			
	PETCO Animal Supplies, Inc.
		
	By:	 	/s/ -


 
			
		
	Title:	 	SVP, Chief People Officer



  
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 APPENDIX A 

LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE 

AVAILABLE IN ACCORDANCE WITH NOTICES 2006-79, 2007-86 AND 

SUBSEQUENT GUIDANCE 
 The capitalized terms
below shall have the same meaning as provided in Article 1 of the Plan. 
 Opportunity to Make New (or Revise Existing) Distribution
Elections. 
 Notwithstanding the required deadlines for the submission of distribution elections under the Plan, the Committee may, to the
extent permitted by Notice 2006-79, provide a limited period in which Participants may make new distribution elections, or revise existing distribution elections, with respect to amounts subject to the terms of the Plan, by submitting an Election
Form on or before the deadline established by the Committee, which for amounts that would otherwise be paid to the Participant in 2008 shall in no event be later than December 31,2007. If any distribution election submitted by a Participant in
accordance with this paragraph either (a) relates to an amount that would otherwise be paid to the Participant in 2007, or (b) would cause an amount to be paid to the Participant in 2007, such election shall not be effective. 

In addition, notwithstanding the required deadlines for the submission of distribution elections under the Plan, the Committee may, to the extent permitted by
Notice 2007-86, provide a limited period in which Participants may make new distribution elections, or revise existing distribution elections, with respect to amounts subject to the terms of the Plan, by submitting an Election Form on or before the
deadline established by the Committee, which for amounts that would otherwise be paid to the Participant after 2008 shall in no event be later than December 31, 2008. If any distribution election submitted by a Participant in accordance with
this paragraph either (a) relates to an amount that would otherwise be paid to the Participant in 2008, or (b) would cause an amount to be paid to the Participant in 2008, such election shall not be effective. 

Any distribution election(s) made by a Participant, and accepted by the Committee, in accordance with this Appendix A shall not be treated as a change in
either the form or timing of a Participant’s benefit payment for purposes of Code Section 409A or the Plan. 
 The Committee may provide further
transition relief for new distribution elections and changes in existing distribution elections with respect to amounts subject to the terms of the Plan to the extent permitted in future Treasury Department or Internal Revenue Service guidance.