Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2022, the Board of Directors of Petco Health and Wellness Company, Inc. (the "Company") adopted the Petco Health and Wellness Company, Inc. Executive Severance Plan (the "Plan") to provide for severance benefits to certain employees of the Company and its affiliates in the event of qualifying terminations of employment. The Company's executive officers (other than the Chief Executive Officer) are eligible to participate in the Plan as Tier 1 participants.

Upon a termination of a participating executive's employment by the Company without Cause (as defined in the Plan) or such executive's resignation with Good Reason (as defined in the Plan), the Plan provides for the following severance benefits: (i) a lump sum payment equal to the executive's annual base salary; (ii) payment of a pro-rated annual bonus for the year in which such termination occurs based on actual performance; (iii) a lump sum payment equal to 12, multiplied by the Company's portion of the executive's monthly COBRA premiums; and (iv) any earned but unpaid annual bonus for the year prior to the year in which such termination occurs.

Payment of the severance benefits under the Plan is subject to the executive's execution and non-revocation of a general release of claims in favor of the Company and the executive's continued compliance with obligations under any confidentiality and inventions agreement with the Company. For participants in the Plan who are eligible for severance benefits under another individual agreement with the Company, the severance benefits under the Plan will supersede any severance benefits under such separate agreement if such participant signs a participation agreement.

This summary of the Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Plan filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number   Description
10.1       Petco Health and Wellness Company, Inc. Executive Severance Plan and
         Form of Participation Agreement
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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