PETS 8-K
Petmed Express Inc (PETS)
8-K
2026-09-17
For: 2026-09-17
View Original
Added on
September 17, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 17, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(561 ) 526-4444
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Jeffrey Allen Willard as Chief Executive Officer, President, and Director
On September 17, 2026, PetMed Express, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company has appointed Jeffrey Allen Willard as the Company’s new Chief Executive Officer and President. The Board approved the appointment on August 27, 2026, and the appointment will become effective on September 28, 2026 (the “Effective Date”). In his capacity as Chief Executive Officer and President, Mr. Willard will report to the Board and will serve as the Company’s principal executive officer for purposes of the rules and regulations of the Securities and Exchange Commission. As principal executive officer, Mr. Willard will succeed Leslie C.G. Campbell, the Chair of the Board, who had been serving as Interim Chief Executive Officer and President since August 2025. Prior to joining the Company, Mr. Willard, age 56, served as Chief Executive Officer and a director of Stewart MacDonald, a privately held, global ecommerce-focused company that sells branded tools, supplies, and products for guitar construction, repair, and maintenance, from November 2024 to September 2026. From June 2023 through August 2024, Mr. Willard served as Chief Growth and Marketing Officer of Casper Sleep, an ecommerce-focused sleep-products company, where he oversaw marketing, e-commerce, and new product development for the company. From July 2019 through May 2023, Mr. Willard served as President of Healthy Lifestyle Brands, LLC, a health and wellness licensing company, where he was responsible for overseeing sales of licensed products then in the market. Mr. Willard has not served as a director of any other publicly held company or registered investment company during the past five years. Mr. Willard received an M.B.A. from Washington University in St. Louis.
There are no arrangements or understandings between Mr. Willard and any other persons pursuant to which Mr. Willard was appointed as Chief Executive Officer and President of the Company. Mr. Willard has no family relationship with any director or executive officer of the Company. Mr. Willard has no direct or indirect material interest in any transaction, and there are no related party transactions between the Company and Mr. Willard, reportable under Item 404(a) of Regulation S-K. In connection with being appointed as Chief Executive Officer and President of the Company, on August 28, 2026, the Company entered into an Executive Employment Agreement (the “Employment Agreement”) with Mr. Willard. Mr. Willard’s first day of employment under the Employment Agreement will be the Effective Date. The initial term of Mr. Willard’s employment is three years from the Effective Date and will automatically renew for successive one-year periods thereafter unless either party gives written notice of nonrenewal at least 60 days prior to the end of the then-current term.
Under the terms of the Employment Agreement, Mr. Willard will receive an initial annual base salary of $550,000, subject to annual review by the Board and which may be increased in the Board’s discretion (but not be decreased other than as part of a proportionate reduction in management salaries and wages applicable to senior management). Mr. Willard is also entitled to a signing bonus of $120,000, which is subject to repayment if Mr. Willard leaves the Company within one year under circumstances detailed in the Employment Agreement. Mr. Willard will also receive a one-time relocation allowance of $50,000, subject to repayment on a sliding scale if he departs within two years. Mr. Willard will be entitled to 4 weeks of vacation each year, will receive customary expense reimbursement (in accordance with the Company's standard policies), and will receive the medical, health, and other benefits provided to Company employees generally, including participation in the Company's 401(k) plan on the same basis as other employees generally. The Employment Agreement provides that Mr. Willard will be eligible to receive an annual performance bonus based on annual performance goals determined by the Company's Compensation Committee, with a target annual bonus of 75% of Mr. Willard's base salary and a maximum bonus of 150% of base salary. The target bonus percentage may be reviewed and adjusted by the Board in future years, provided that the bonus-target percentage may not be reduced below 75% of base salary. The annual bonus for the fiscal year ending March 31, 2027 will be prorated based on the period of time during such fiscal year during which Mr. Willard was employed by the Company. The Employment Agreement also includes customary restrictive covenants, including confidentiality and non-solicitation covenants and a one-year post-employment non-compete restriction.
Under the Employment Agreement, Mr. Willard will be entitled to equity grants under the Company's 2024 Omnibus Incentive Plan or the Company's 2024 Inducement Incentive Plan, as follows: On or as soon as practicable after Mr. Willard's start date, as an inducement to enter into the Employment Agreement, Mr. Willard will receive (i) an award of 250,000 shares of restricted stock (the “Initial RSA Grant”), and (ii) an award of up to 250,000 performance stock units (the “Initial PSU Grant”). The Initial RSA Grant will vest in one-third increments on each of the first three anniversaries of the date of grant, subject to continued employment on each vesting date. The Initial PSU Grant will vest and become earned based on the Company's three-year total shareholder return relative to the S&P 600 Specialty Retail Index. Beginning with the Company’s first regular annual equity grant cycle following the first anniversary of Mr. Willard's start date, Mr. Willard will be eligible for an annual long-term incentive award with a target aggregate value of $750,000, granted fifty percent (50%) in the form of shares of restricted stock and fifty percent (50%) in the form of performance stock units, which annual grants shall generally be on terms consistent with the initial grants. The number of shares subject to each annual grant may not exceed the lesser of (1) the number of shares determined by dividing $750,000 by the closing
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price of the Company's common stock on the grant date, or (2) one percent (1.0%) of the Company's total shares of common stock outstanding as of the grant date.
The Employment Agreement provides that Mr. Willard's employment may be terminated by either the Company or Mr. Willard at any time prior to the scheduled expiration date of the agreement, subject to notice requirements and subject to certain potential severance payment obligations based on the nature of the termination. Specifically, Mr. Willard's employment may be terminated by the Company with or without “Cause” (as defined in the Employment Agreement) or by Mr. Willard with or without “Good Reason” (as defined in the Employment Agreement). “Cause” is customarily defined to include a material breach of the Employment Agreement, commission of a felony, and certain types of dishonesty and misconduct, all as more particularly defined in the Employment Agreement. “Good Reason” includes certain material adverse changes in Mr. Willard's duties, responsibilities, functions or title with the Company or a material breach of the Employment Agreement by the Company, as more particularly defined in the Employment Agreement.
In the event that the Company terminates Mr. Willard's employment without Cause or determines not to renew the Employment Agreement upon expiration, or Mr. Willard resigns for Good Reason in the manner described or required in the Employment Agreement, the agreement provides that Mr. Willard will be entitled to receive, contingent on Mr. Willard delivering a general release of claims to the Company, severance compensation in the form of continuation of his base salary in effect at the time of termination, as well as reimbursement for COBRA premiums, for a period of 12 months after termination, plus any earned but unpaid annual bonus for the most recently completed fiscal year. The treatment of any outstanding equity awards will be as specified in the applicable award agreements and equity plan. If such termination of employment occurs during the 12-month period following a “Change of Control” (as defined in the Employment Agreement), then Mr. Willard would be entitled to receive, contingent on delivery of a general release to the Company, severance compensation in the form of continuation of his base salary in effect at the time of termination and reimbursement for COBRA premiums for a period of 24 months (or 18 months for COBRA reimbursement) after termination, and he will also be entitled to receive any earned but unpaid annual bonus for the most recently completed fiscal year. If the Change of Control occurs on or after the 24-month anniversary of Mr. Willard's start date, all unvested Restricted Stock awards will vest in full and all Performance Stock Units will vest based on the greater of target or actual performance. If the Change of Control occurs before such 24-month anniversary, all unvested equity awards will be forfeited, and Mr. Willard will instead receive a one-time cash transaction bonus of $1,500,000, payable only if the per-share consideration in the Change of Control equaled or exceeded $4.00 per share.
In connection with Mr. Willard’s appointment as Chief Executive Officer and President and as provided in the Employment Agreement, the Board has appointed Mr. Willard as a director of the Company beginning as of the Effective Date, and Mr. Willard will continue to serve as director until his successor is duly elected and qualified or until his earlier resignation, death, or removal. The Employment Agreement provides that, throughout the term of Mr. Willard’s employment as Chief Executive Officer and President, the Board will nominate and recommend Mr. Willard for election as a member of the Board to the Company’s shareholders. As provided in the Employment Agreement, Mr. Willard’s service as a director will terminate upon the cessation of his service as Chief Executive Officer and President. Mr. Willard will occupy the seat on the Board vacated by the resignation and retirement of Leslie C.G. Campbell from the Board, as described below. As an executive officer of the Company, Mr. Willard will not serve on any standing committees of the Board and will not receive any additional compensation for his service as a director. In connection with his appointment to the Board, Mr. Willard also intends to enter into an indemnification agreement with the Company in the same form as the Company’s standard form indemnification agreement with its other directors, which is filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for its fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on June 2, 2026.
The foregoing summary of the Employment Agreement does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained therein and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The Company relied on the Instruction to Item 5.02(c) of Form 8-K to delay the filing of this Current Report on Form 8-K to the date of the public announcement of Mr. Willard’s appointment as Chief Executive Officer and President.
Resignation of Leslie C.G. Campbell from the Board and as Interim Chief Executive Officer and President; Appointment of Justin Mennen as Independent Board Chair
On September 15, 2026, Ms. Campbell notified the Board in writing that she would resign as a member of the Board effective as of Mr. Willard’s appointment to the Board on the Effective Date. Ms. Campbell’s resignation from the Board was not due to any disagreement with the Company, its management, or the Board with respect to any matter relating to the Company’s operations, policies, or practices, but, rather, was to further her retirement plans. Ms. Campbell also resigned as Interim Chief Executive Officer and President, effective as of the Effective Date.
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In connection with Ms. Campbell’s resignation from the Board, effective as of the Effective Date, the Board elected existing independent director Justin Mennen to serve as Chair of the Board, effective as of the Effective Date, until his successor is duly elected and qualified or until his earlier death, resignation, or removal. Because Mr. Mennen qualifies as an independent director under the listing standards of the Nasdaq Stock Market and the Company's Corporate Governance Guidelines, the Board eliminated the position of Lead Independent Director, effective as of the Effective Date.
There are no arrangements or understandings between Mr. Mennen and any other person pursuant to which he was selected as Chair of the Board. Mr. Mennen has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Mennen will continue to receive compensation for his service on the Board in accordance with the Company’s Non-Employee Director Compensation Program.
Item 7.01 Regulation FD Disclosure.
On September 17, 2026, the Company issued a press release relating to the matters described in Item 5.02 above. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference in this Item 7.01.
The information furnished under Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information furnished under Item 7.01 of this report shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 | ||||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 17, 2026
PETMED EXPRESS, INC. | ||||||||
By: | /s/ Robert Lawsky | |||||||
Name: | Robert Lawsky | |||||||
Title: | General Counsel | |||||||
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EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (hereinafter “Agreement”) is made and entered into effective as of August 28, 2026, by and between PETMED EXPRESS, INC., a Florida corporation (“Company”), and JEFFREY ALLEN WILLARD, an individual (hereinafter called “Executive”).
RECITALS
WHEREAS, Company desires to retain the services of Executive as Chief Executive Officer and President of Company upon the terms and subject to the conditions set forth in this Agreement; and
WHEREAS, Executive desires to provide services to Company pursuant to the terms and conditions set forth in this Agreement
NOW THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. DUTIES AND SCOPE OF EMPLOYMENT.
(a) Position and Duties. During the Term of Employment (as defined below), Executive shall be employed by Company as its Chief Executive Officer and President, reporting to the Board of Directors of Company (the “Board”). As Chief Executive Officer and President, Executive shall have such duties, powers, and responsibilities as are customarily assigned to a Chief Executive Officer and President of a publicly held corporation. In addition, Executive shall have such other duties and responsibilities as the Board may reasonably assign to him from time to time that are commensurate with and customary for a senior executive officer bearing Executive’s experience, qualifications, title, and position. Executive’s employment by Company shall be full-time, and Executive agrees to diligently and conscientiously devote all of his business time and attention to the performance of Executive’s duties hereunder and will not engage in any other business, profession, occupation, or activity for compensation (including serving on the board of directors of another company) without the specific prior written approval of the Board. Nothing herein shall prohibit or restrict Executive from managing Executive’s own personal investments and/or engaging in civic, community, charitable, educational, religious, or non-profit activities as long as such activities do not materially interfere with Executive’s performance of his duties to Company as provided in this Agreement or otherwise create a conflict of interest with respect to the Company, its business, or its stockholders. As Chief Executive Officer and President, Executive will serve as Company’s “principal executive officer” for purposes of the rules and regulations of the Securities and Exchange Commission. Executive’s first day of employment with the Company (the “Effective Date”) will be a date that is mutually agreed upon by Executive and the Board, provided that the Effective Date shall be no later than October 26, 2026. Executive will be appointed as a member of the Board effective as of the first day of his employment by the Company, and Company shall, throughout the Term of
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Employment, nominate and recommend his election as member of the Board to the shareholders of Company.
(b) Location of Employment Services. Executive will maintain a local residence within thirty (30) miles of the Company’s principal executive office and spend at least eighty-five percent (85%) of his business time working in person from Company’s principal executive office, although time spent traveling on Company business will count toward such requirement. Executive acknowledges that although the Company’s principal executive office is currently located in Delray Beach, Florida, nothing set forth herein shall prohibit the Board from moving the location of the Company’s principal executive offices at any time.
(c) Subsidiaries and Affiliates. With respect to Company’s direct and indirect subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively, “Related Entities”), Executive shall perform the above-described duties to promote the Related Entities and to promote and protect their respective interests to the same extent as the interests of Company without additional compensation. This shall include serving, at the direction of the Board, as an officer or on the board of directors of Related Entities.
2. COMPENSATION.
(a) Base Salary. During the Term of Employment, Executive shall be paid a base salary of Five Hundred Fifty Thousand Dollars ($550,000.00) per year, pro-rated for any period less than twelve (12) months (the “Base Salary”). The Base Salary will be paid in accordance with Company’s customary payroll procedures and will be subject to tax and other applicable withholdings. The Base Salary will be reviewed annually may be increased by the Board (in its sole and absolute discretion), but not decreased, unless otherwise agreed to in writing by Executive or except in the case of a proportionate reduction in salary and wages of the senior management of Company.
(b) Signing Bonus. Executive will, on the first Company payroll date after the commencement of his employment with Company, receive a signing bonus of One Hundred Twenty Thousand Dollars ($120,000.00) (the “Signing Bonus”), which amount will be subject to tax and other applicable withholdings. In the event that Executive’s employment with Company terminates prior to the first (1st) anniversary of the commencement of his employment with Company (other than as a result of a Termination Upon Death, Termination For Disability, or Termination Without Cause, or Good Reason Resignation, as those terms are defined below), then Executive shall repay the Signing Bonus to Company within fifteen (15) days after the effective date of termination of employment.
(c) Benefits. Executive is eligible to receive such medical, health, and other benefits as are provided by Company, in its discretion, from time to time to its employees generally. Executive will also be eligible to participate in Company’s 401(k) plan on the same basis as Company’s employees generally. Nothing in this Agreement will preclude Company from amending or terminating any of the employee benefit plans or programs applicable to employees of Company as long as such amendment or termination is applicable to all similarly-situated employees.
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(d) Vacation. Executive will receive four (4) weeks of vacation each calendar year, with such period prorated for the period of time he is employed for partial calendar years.
(e) Bonuses. For the fiscal year of Company ending March 31, 2027 and each complete fiscal year of Company thereafter during the Term of Employment, Executive shall be eligible to receive an annual bonus (the "Annual Bonus"). Executive's annual target bonus opportunity shall be equal to Seventy-Five Percent (75%) of Base Salary at the annualized rate in effect on the last day of Company’s fiscal year for which the annual bonus is paid (the "Target Bonus”), with an annual opportunity to receive a maximum bonus of One Hundred Fifty Percent (150%) of Base Salary, each based on the achievement of performance goals determined by the Board and/or the Compensation Committee of the Board (the “Compensation Committee”). Performance measures, weightings, and payout curves will be established annually by the Compensation Committee. Depending on results, Executive's actual bonus may be higher or lower than the Target Bonus, as determined by the Board based on the attainment of the performance goals. If threshold performance goals are not achieved, then Executive may not receive an Annual Bonus for such fiscal year. The Annual Bonus, if any, shall be paid by Company in cash in a reasonable period of time after the Board determines the achievement and amount of the Annual Bonus. To be eligible to receive the Annual Bonus, Executive must continue to be employed by Company on the date on which the Annual Bonus is paid. The Annual Bonus for the fiscal year ending March 31, 2027, will be prorated based on the period of time during such fiscal year during which Executive was employed by the Company. The target and maximum bonus percentages for future fiscal years will be reviewed by the Board on an annual basis as a part of the budgeting process, provided that in no event shall the Target Bonus percentage be less than Seventy-Five Percent (75%) of Base Salary.
(f) Equity Compensation.
(i) Initial Equity Grant. On or as soon as practicable after the date on which Executive’s employment with Company commences and as an inducement for Executive to enter into this Agreement and become employed by Company, Executive will receive under the Applicable Equity Plan (as defined below) (i) an award of 250,000 shares of Restricted Stock (within the meaning of the Applicable Equity Plan) (the “Initial RSA Grant”), and (ii) an award of up to 250,000 Performance Stock Units (within the meaning of the Applicable Equity Plan) (the “Initial PSU Grant”). The Initial RSA Grant will vest as to one-third of the granted shares on each of the first three anniversaries of the date of grant and shall otherwise be subject to the terms and conditions (including continued employment on each vesting date) of the Company’s standard form of Restricted Stock Award and the Applicable Equity Plan. The Initial PSU Grant will vest and become earned based on the Company’s three-year total shareholder return relative to the S&P 600 Specialty Retail Index and shall otherwise be subject to the terms the terms and conditions of the Company’s standard form of Performance Stock Unit Award. Each of the Initial RSA Grant and Initial PSU Grant may be made partially or entirely under either the PetMed Express, Inc. 2024 Omnibus Incentive Plan (the “Omnibus Plan”) or the PetMed Express, Inc. 2024 Inducement Incentive Plan, as selected by the Company (the applicable plan being referred to as the “Applicable Equity Plan”).
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(ii) Annual Equity Grants. Beginning with the first regular annual grant cycle following the first anniversary of Executive’s start date, Executive will be eligible for an annual long-term incentive award under Omnibus Plan with a target aggregate value based on the closing price of the Company’s common stock on the date of grant of $750,000 (the “Annual Target Value”), which award shall granted fifty percent (50%) in the form of shares of Restricted Stock (within the meaning of the Omnibus Plan) and fifty percent (50%) in the form of Performance Stock Units (within the meaning of the Omnibus Plan), subject to approval by the Board or Compensation Committee and the terms of the Omnibus Plan (the “Annual Grant”). Such awards of Restricted Stock and Performance Stock Units will have the same terms and conditions as the Initial RSA Grant and Initial PSU Grant, respectively, except that the vesting schedule and performance schedule thereunder shall commence from the date of grant. Notwithstanding the foregoing, the number of shares subject to each Annual Grant shall not exceed the lesser of (1) the number of shares determined by dividing the Annual Target Value by the closing price of the Company’s common stock on the grant date (or the trailing volume-weighted average price, as determined by the Compensation Committee), or (2) one percent (1.0%) of the Company’s total shares of common stock outstanding as of the close of business on the grant date.
(g) Withholding. Company shall be entitled to deduct or withhold from any amounts owing from Company to Executive any federal, state, local or foreign withholding taxes, excise taxes or employment taxes imposed with respect to Executive’s compensation or other payments from Company, including wages, bonuses, distributions and/or the receipt or vesting of incentive equity.
(h) Reimbursement of Business Expenses. Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by Executive in connection with the performance of Executive's duties hereunder in accordance with Company's expense reimbursement policies and procedures and such other applicable policies and procedures as may be in effect from time to time, including without limitation any travel and expense policy and any code of conduct or code of ethics.
(i) Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any bonus (if any) and other compensation paid to Executive will be subject to such potential clawback as may be required to be made pursuant to applicable federal or state law, or pursuant to applicable stock exchange listing requirements, governing potential clawback of executive compensation upon a determination by legal counsel to Company that clawback is required by federal or state law or applicable stock exchange listing requirements. In furtherance of the foregoing and in addition thereto, Executive agrees that he will be subject to, and shall comply with, the PetMed Express, Inc. Executive Compensation Recovery Policy or any similar policy as in existence as of the date hereof or as may be adopted or amended in the future.
(j) Relocation Allowance. Company shall pay Executive a one-time relocation allowance in the gross amount of Fifty Thousand Dollars ($50,000), payable within thirty (30) days following Executive’s relocation date (so long as such relocation occurs within ninety (90)
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days of Executive’s first day of employment) and net of applicable tax withholdings and deductions and without gross-up. Executive will be solely responsible for all personal tax liabilities associated with this payment and any actual relocation expenses incurred beyond the net proceeds of such allowance. If Executive resigns ( other than in a Good Reason Resignation) or is terminated for Cause before the first anniversary of his first day of employment with the Company, Executive shall repay one hundred percent (100%) of the gross amount of the relocation allowance. If such termination occurs between the first and second anniversaries of his start date, Executive shall repay fifty percent (50%) of the gross amount of the relocation allowance.
(k) Attorney Fees. Company shall reimburse Executive for up to Ten Thousand Dollars ($10,000) of reasonable attorney fees incurred by Executive in reviewing and negotiating this Agreement and related equity and indemnification documents on behalf of Executive, payable upon presentation of appropriate documentation and subject to applicable tax withholdings and deductions.
3. TERM OF EMPLOYMENT. The term of Executive’s employment under this Agreement shall commence on the Effective Date and shall continue until the third (3rd) anniversary of the Effective Date, unless terminated earlier in accordance with Section 4 of this Agreement (the “Term of Employment”). The Term of Employment shall automatically extend, as of each date it would otherwise expire, for a period of one (1) additional year, unless (i) either party gives written notice of nonrenewal at least sixty (60) days before the Term of Employment is next scheduled to expire (a “Nonrenewal Notice”) or (ii) this Agreement is otherwise earlier terminated in accordance with Section 4 below.
4. TERMINATION.
(a) Types of Terminations. This Agreement and Executive’s employment hereunder shall terminate upon the happening of any of the following events at any time:
(i) Executive’s death (“Termination Upon Death”);
(ii) the effective date of a written notice sent to Executive stating Company’s determination, made in good faith, that due to a mental or physical condition, Executive has been unable and failed to substantially render the services to be provided by Executive to Company for a period of at least (x) 180 days out of any consecutive 360 days or (y) 90 consecutive days (“Termination For Disability”);
(iii) the effective date of a written notice sent to Executive stating Company’s determination that it is terminating Executive’s employment for Cause (as defined below) (“Termination For Cause”);
(iv) the effective date of a termination, whether before or after the Effective Date, set forth in a notice sent to Executive stating that Company is terminating Executive’s employment without Cause or for no stated reason (“Termination Without Cause”);
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(v) the effective date of a termination, other than a Good Reason Resignation (as defined below), based on a notice provided to the Company from Executive which states that Executive is resigning from his employment with the Company, which notice must be given by Executive to Company at least sixty (60) days in advance of the intended date of termination unless and to the extent that such advance notice in waived in writing by the Company (a “Voluntary Resignation”); or,
(vi) a Good Reason Resignation (as defined below) by Executive, provided that such Good Reason Resignation is effected in accordance with the procedures set forth in Section 4(c)(vi) below.
As used herein, the term “Cause” shall mean (i) commission of a willful and material act of dishonesty in the course of Executive’s duties hereunder or misappropriation of funds, theft, or embezzlement by Executive of funds or property of Company or any Related Entity, (ii) conviction by a court of competent jurisdiction of, or plea of no contest to, a crime constituting a felony or conviction in respect of, or plea of no contest to, any act involving fraud, dishonesty or moral turpitude, (iii) Executive's engagement in dishonesty, illegal or disloyal conduct, or willful or grossly negligent misconduct, which is, in any such case, materially injurious to the interests, reputation or business of Company or its Related Entities as determined by the Board, (iv) Executive’s performance under the influence of controlled substances (other than those taken pursuant to a medical doctor’s orders), or continued habitual intoxication, during working hours, (v) frequent or extended, and unjustifiable, absenteeism, or failure of Executive to commence the performance of his duties on the Effective Date, (vi) Executive’s conduct, whether or not occurring in the course of Executive’s employment, that receives public attention and that the Board reasonably determines has caused, or is reasonably likely to cause, material reputational harm, embarrassment, or public disrepute to Company or any Related Entity, (vii) Executive’s personal misconduct or refusal or material failure to timely perform his duties and responsibilities or to timely carry out the lawful directives of Company or any Related Entity, which, if capable of being cured, shall not have been cured within thirty (30) days after Company shall have advised Executive in writing of its intention to terminate Executive’s employment; provided, that such right to cure shall not apply to any subsequent act or omission of a substantially similar nature or type, or (viii) Executive’s non-compliance with the terms of this Agreement or any policy of Company or any Related Entity, which, if capable of being cured, shall not have been cured to the reasonable satisfaction of the Company within thirty (30) days after Company shall have advised Executive in writing of its intention to terminate Executive’s employment for such reason. For the avoidance of doubt, the grounds set forth in clauses (i) through (vi) shall not be subject to any right to cure, and only clauses (vii) and (viii) shall be subject to the cure periods expressly stated above.
(b) Effect of Termination.
(i) In the event of Termination Upon Death or Termination For Disability, Executive (or Executive’s legal representative) shall be entitled to receive (i) on the next payroll date, wages in an amount equal to any earned but unpaid Base Salary owing by Company to Executive as of the termination date; (ii) within the normal course,
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reimbursement for his business expenses incurred before the termination date as determined under Section 2(h) (the payments described in this clause (ii) and foregoing clause (i) being referred to as the “Accrued Payments”); and (iii) any earned but unpaid Annual Bonus for the most recently completed fiscal year preceding the year of termination, payable in accordance with Company’s normal bonus payment practices (the “Accrued Bonus”). The treatment of any outstanding equity awards upon Termination Upon Death or Termination For Disability shall be as specified in the applicable award agreements and the Applicable Equity Plan.
(ii) In the event of a Termination For Cause or a Voluntary Resignation (or any other termination or resignation by Executive other than a Good Reason Resignation), Executive shall be entitled to receive only an amount equal to any Accrued Payments.
(iii) In the event of a Termination Without Cause, a termination by Company pursuant to a Nonrenewal Notice delivered by Company, or a Good Reason Resignation, any of which occurs during a period that is outside the twelve (12)-month period commencing upon the date of a Change of Control, then upon Executive’s separation from service (within the meaning given to such term in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”):
(A) Executive shall be entitled to receive the Accrued Payments; and
(B) Executive shall be entitled to separation compensation (“Separation Compensation”) in the form of wages in an amount equal to twelve (12) months of Executive’s Base Salary (at the rate in effect at time of termination but disregarding any decreases in Base Salary that are not permitted under Section 2(a) or that could serve as a trigger for a Good Reason Resignation), which amount shall be payable in the manner set forth below; and
(C) Executive shall be entitled to receive the Accrued Bonus; and
(D) Company shall pay to Executive, in equal monthly installments (and subject to applicable tax and other withholdings), an amount equal to the premium payments for continuing medical, dental and vision coverage for Executive (and Executive’s family, if covered under Company’s group health plan as of the effective date of termination of employment) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for the twelve (12)-month period following the effective date of termination, but only to the extent Executive and Executive’s family elects and remains entitled to COBRA continuation coverage during such time period (“Benefit Payments”).
(E) The treatment of any outstanding equity awards shall be as specified in the applicable award agreements and the Applicable Equity Plan.
(iv) In the event of a Termination Without Cause, a termination by Company pursuant to a Nonrenewal Notice delivered by Company, or a Good Reason Resignation,
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any of which occurs during the twelve (12)-month period commencing upon the date of a Change of Control, then upon Executive’s separation from service (within the meaning given to such term in Section 409A:
(A) Executive shall be entitled to receive the Accrued Payments; and
(B) Executive shall be entitled to receive Separation Compensation consisting of wages in an amount equal to twenty-four (24) months of Executive’s Base Salary (at the rate in effect at time of termination but disregarding any decreases in Base Salary that are not permitted under Section 2(a) or that could serve as a trigger for a Good Reason Resignation), which amount shall be payable in the manner set forth below; and
(C) Executive shall be entitled to receive the Accrued Bonus; and
(D) With respect to any unvested equity awards then held by Executive at the time of termination, if such equity awards are assumed or continued by Company (or by the surviving or acquiring company) in connection with the Change of Control with substantially the same terms as the awards had immediately prior to the Change of Control, then (A) if the Change of Control occurred on or after the 24-month anniversary of Executive’s first day of employment with the Company, then on the termination date (i) all time-based unvested Restricted Stock awards will vest in full and (ii) all Performance Stock Units will vest and be earned as of the termination date based on the greater of target or actual performance through the date of the Change of Control, with the implied price per share in the Change of Control being used for stock-price or total shareholder Return goals (the “Equity Acceleration”), and (B) if the Change of Control occurs before the 24-month anniversary of Executive’s first day of employment with the Company, in lieu of the terms set forth in foregoing clause (A), all unvested outstanding equity awards will be automatically forfeited on the date of termination and Executive will receive a one-time cash bonus of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Transaction Bonus”), but such bonus shall be payable if, and only if, the per-share consideration paid to common stockholders in the Change of Control equaled or exceeded $4.00, as adjusted by any stock splits, stock dividends, reverse stock splits, or the like occurring subsequent to the date of this Agreement; and
(E) Company shall provide to Executive, in equal monthly installments (and subject to applicable tax and other withholdings), an amount equal to the premium payments for continuing medical, dental and vision coverage for Executive (and Executive’s family, if covered under Company’s group health plan as of the effective date of termination of employment) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for the eighteen (18)-month period following the effective date of termination, but only to the extent Executive and Executive’s family elects and remains entitled to COBRA continuation coverage during such time period (also referred to as “Benefit Payments”).
(c) Additional Provisions.
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(i) The Separation Compensation described in Section 4(b)(iii)(B) or Section 4(b)(iv)(B) (if payable) will be paid according to Company’s normal payroll cycle in installments (“Separation Payments”). The Separation Payments will be paid over the twelve (12)-month period or twenty-four (24)-month period, as applicable, beginning with the first payroll after Executive’s separation from service; provided, the first payment will be delayed until the first payroll that occurs at least seven (7) days after Company’s receipt of a fully executed Release (as defined below) with the first payment inclusive of all Separation Payment amounts that would have been payable through the date of such first payment. Separation Payments and Benefit Payments shall be subject to tax withholdings and other required withholdings.
(ii) Notwithstanding anything to the contrary set forth in this Agreement, Executive’s right to receive any Separation Payments, Benefit Payments, or Accrued Bonus (to the extent payable), and Executive’s right to Equity Acceleration, pursuant to this Agreement is conditioned upon Executive signing (and not revoking), by the twenty-first (21st) day after the date Executive receives a copy thereof, of a general release of claims (except those rights arising under this Agreement) in a form provided by Company (the “Release”).
(iii) In the event that any payment described in Section 4(b)(iii) or Section 4(b)(iv) (as applicable) is not exempt from Code Section 409A, the payment timing is based on the signing of this Release, and the period in which Executive could timely sign and return the release spans two (2) calendar years, such payment will in all events be made in the second such calendar year.
(iv) Notwithstanding any provision of this Agreement to the contrary, the obligations and commitments under Section 5 of this Agreement shall survive and continue in full force and effect in accordance with their terms notwithstanding any termination of Executive’s employment for any reason or termination of this Agreement for any reason.
(v) Notwithstanding anything in this Agreement to the contrary, Company shall have no obligation to pay any amounts payable under Section 4(b)(iii)(B) through (D) or 4(b)(iv)(B) through (E) of this Agreement (as applicable) during such times as Executive is in breach of Section 5 or Section 14 of this Agreement, after Company provides Executive with notice of such breach.
(vi) Executive shall have the right to resign his employment for Good Reason (a “Good Reason Resignation”) if he has provided written notice to Company of the existence of the circumstances constituting Good Reason within thirty (30) days of the initial existence of such grounds and Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances (and has failed to cure such circumstances within such period). If Company has not, within such thirty (30)-day period, cured the circumstances providing grounds for termination for Good Reason, Executive must terminate his employment within fifteen (15) days thereafter. If Executive does not terminate his employment for Good Reason within such fifteen (15)-
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day period after the expiration of Company’s cure period in the preceding sentence, Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds. “Good Reason” shall be defined as follows:
(A) If Executive’s resignation occurs at any time other than the twelve (12)-month period commencing on the date of a Change of Control, “Good Reason” means the occurrence of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in Executive’s employment relationship with Company: (A) there is a material adverse change or material diminution in Executive’s duties, responsibilities, functions or title with Company, (B) there is a material reduction in the compensation or equity grants payable to Executive hereunder, or (C) there is a material breach by Company of the provisions of this Agreement.
(B) If Executive’s resignation occurs during the twelve (12)-month period commencing on the date of a Change of Control, “Good Reason” means the occurrence of any one or more of the following events to the extent that there is, or would be if not corrected, a material negative change in Executive’s employment relationship with Company: (A) there is a material adverse change or material diminution in Executive’s duties, responsibilities, functions or title with Company as provided for in this Agreement, or (B) there is a material breach by Company of the provisions of this Agreement, (C) if Executive ceases to directly report to the board of directors of Company, or (D) the failure of any successor to Company in a Change of Control to assume the Company’s obligations under this Agreement in substantially the same form and substance as the provisions herein.
(vii) For purposes hereof, the term “Change of Control” shall have the meaning set forth in the Omnibus Plan.
(viii) Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions and directorships held with Company and its Related Entities, including, without limitation, any position as an officer, director, manager, agent, trustee, or consultant of Company or any Related Entity, unless the Board expressly determines otherwise. Upon request of Company, Executive shall promptly sign and deliver to Company any and all documents reflecting such resignations as of the effective date of termination. Executive hereby irrevocably appoints Company as Executive’s attorney-in-fact to execute any documents necessary to effectuate such resignations in the event Executive fails to do so within five (5) business days following termination.
5. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY.
(a) Certain Definitions.
“Company’s Business” means the online sale, marketing, or distribution of (i) prescription and non-prescription pet medications or health products or services, or (ii) foods, beverages, or supplies for dogs, cats, and horses.
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“Competitor” means any company, other entity, or association or individual that directly or indirectly engages in Company’s Business.
“Confidential Information” means any information with respect to Company or any Related Entity or Company’s Business, including, but not limited to: the trade secrets of Company and any Related Entities; manuals and documentation; databases; Company’s and any Related Entity’s existing and prospective clients and customers, sales lists, supplier and vendor lists, marketing plans, business plans, industry information acquired or prepared by Company, product specifications, product ideas, price lists, and other similar and related information in whatever form. The term “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that is generally available or becomes generally available to the public other than as a result of a disclosure by Executive not otherwise permissible hereunder.
(b) Non-competition. Executive covenants and agrees that during the period of his employment with Company and during the Restricted Period (as defined below), Executive will not engage in or participate in Company’s Business or own, manage, engage in, participate in (on behalf of himself or any other person or entity), operate, control, become employed by, or render any service to (whether as owner, beneficial owner, partner, associate, agent, independent contractor, consultant, lender, employee, stockholder, director or officer or in any other capacity), or invest in any Competitor anywhere in the United States of America or Canada or any other place outside of the United States of America in which Company markets, sells, or distributes products. Notwithstanding the foregoing, nothing in this paragraph shall prohibit Executive from owning 2% or less of the stock of any public traded company. The term “Restricted Period” means the twelve (12)-month period immediately following the termination of Executive’s employment with Company, regardless of the reason for termination and regardless of who effects the termination. Notwithstanding the foregoing, nothing in this paragraph will prohibit Executive from being employed by or rendering services to a business enterprise with multiple separately managed business units (one or more of which engages in Company’s Business) so long as (i) Executive does not work in or provide services to the business unit that engages in Company’s Business, (ii) the business unit that engages in Company’s Business is not the principal business unit of the business enterprise; and (iii) Executive otherwise complies with the terms of this Agreement and does not engage in activities that actually or potentially competes with Company’s Business.
(c) Non-solicitation. Executive covenants and agrees that, during the Restricted Period, he will not on Executive’s own behalf or on behalf of any other person or entity, (A) hire, cause to be hired, or solicit or attempt to solicit the employment of any person who was employed by Company or any Related Entity at any time during the one (1)-year period immediately preceding the Restricted Period, or seek to persuade any employee of Company to discontinue employment, (B) solicit or encourage any customer, client or supplier of Company or any independent contractor providing services to Company to terminate or diminish its relationship with Company, (C) seek to persuade any customer, client or supplier, or prospective customer, client or supplier, of Company to conduct with anyone else any business or activity that such customer, client or supplier, or prospective customer, client or supplier, conducts or
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could conduct with Company or any Related Entity, or (D) solicit or encourage any person or entity that has or does refer business to Company for the purpose of having such person or entity refer business to a competing business.
(d) Representations and Covenants by Executive. Executive represents and warrants that: (i) Executive’s execution, delivery and performance of this Agreement do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity (other than Company), other than as provided in the last sentence of this paragraph, and Executive is not subject to any other agreement that would prevent or in any manner restrict Executive from performing Executive’s duties for Company or otherwise complying with this Agreement; (iii) Executive is not in breach of any nondisclosure or confidentiality agreement with any third party, including any agreement concerning trade secrets or confidential information owned by any other party, and will not breach the same in the course of performing his duties hereunder; and (iv) upon the execution and delivery of this Agreement by Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive is subject to customary restrictive covenants under his employment agreement with StewMac and customary confidentiality and intellectual-property obligations to current and former employers, none of which will prevent or materially restrict Executive from performing his duties for the Company under this Agreement as of the Effective Date.
(e) Non-disclosure of Confidential Information. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein and Executive agrees that Executive will not, directly or indirectly: (i) use, disclose, reverse engineer or otherwise exploit for Executive’s own benefit or for the benefit of anyone other than Company the Confidential Information except as authorized by Company; (ii) during Executive’s employment with Company, use, disclose, or reverse engineer (x) any confidential information or trade secrets of any former employer or third party, or (y) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Executive’s resignation or termination (x) retain Confidential Information, including any copies existing in any form (including electronic form), that are in Executive’s possession or control, or (y) destroy, delete or alter the Confidential Information without Company’s consent. Notwithstanding the foregoing, Executive may use the Confidential Information in the course of performing Executive’s duties on behalf of Company or any Related Entity provided that such use is made in good faith and on a reasonable basis. Notwithstanding the terms of this Agreement, Confidential Information may be disclosed by Executive when and to the limited extent compelled by written notice from a government agency or when and to the limited extent compelled by legal process or court order by a court of competent jurisdiction, provided that, to the extent legally permissible, Executive shall give Company prompt written notice of such request or order and the Confidential Information to be disclosed as far in advance of its disclosure as possible so that Company may seek an appropriate protective order. Upon
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separation of employment or suspension (for any reason), Executive will immediately surrender possession of all Confidential Information to Company. Nothing in this Agreement is intended to discourage or restrict Executive from reporting any theft of trade secrets pursuant to the Defend Trade Secrets Act of 2016 (the “DTSA”) or other applicable state or federal law. The DTSA prohibits retaliation against an employee because of whistleblower activity in connection with the disclosure of trade secrets, so long as any such disclosure is made either (i) in confidence to an attorney or a federal, state, or local government official and solely to report or investigate a suspected violation of the law, or (ii) under seal in a complaint or other document filed in a lawsuit or other proceeding. In addition, nothing contained in this Agreement (including Section 14 below) shall be deemed to prevent Executive from disclosing any information or facts concerning matters Executive reasonably believes to be illegal discrimination, illegal harassment; illegal retaliation; a wage and hour violation; sexual assault; or acts recognized as against a clear public policy mandate.
(f) Inventions and Patents. Executive acknowledges that all (i) inventions, innovations, improvements, developments, methods, designs, analysis, drawings, reports, processes, novel concepts, ideas, copyrights, trademarks and service marks relating to any present or prospective activities of Company, including but not limited to marketing plans or techniques, processes, software, formula, techniques and improvements to the foregoing or to know how, and all similar or related information (whether or not patentable) that relate to Company’s Business, (ii) research and development and (iii) existing or future products or services that are, to any extent, conceived, developed or made by Executive while employed by Company or any Related Entity (“Work Product”) belong to Company or such Related Entity. Executive shall promptly disclose such Work Product to Company and, at the cost and expense of Company, perform all actions reasonably necessary or requested by Company (whether during or after the Term of Employment) to establish and confirm such ownership (including, without limitation, executing assignments, consents, powers of attorney and other instruments).
(g) Additional Acknowledgements.
(i) Executive acknowledges that (x) Executive’s position is a position of trust and responsibility with access to Confidential Information of Company, (y) the Confidential Information, and the relationship between Company and each of its employees, customers, tenants, and vendors, are valuable assets of Company and may not be converted to Executive’s own use and (z) the restrictions contained in this Section 5 are reasonable and necessary to protect the legitimate business interests of Company and will not impair or infringe upon Executive’s right to work or earn a living after Executive’s employment with Company ends.
(ii) Executive acknowledges that monetary damages will not be an adequate remedy for Company in the event of a breach of this Agreement and that it would be impossible for Company to measure damages in the event of such a breach. Therefore, Executive agrees that, in addition to other rights that Company may have at law or equity, Company is entitled to seek an injunction preventing Executive from any breach of this Agreement.
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(iii) In the event of a breach or violation of any restriction in Section 5(b) or 5(c) of this Agreement, the time limitations set forth in such restriction shall be extended for a period of time equal to the period of time until such breach or violation has been cured.
(iv) The parties agree that the foregoing restrictive covenants are reasonable and necessary to protect Company’s legitimate business interests. The parties, however, do not intend to include a provision that contravenes the public policy of any state. Therefore, if any provision of this Section 5 is unlawful, against public policy or otherwise declared void, such provision shall not be deemed part of this Agreement, which otherwise shall remain in full force and effect. If, at the time of enforcement of this Agreement, a court or other tribunal holds that the duration, scope or area restriction stated herein is unreasonable under the circumstances then existing, the parties agree that the court should enforce the restrictions to the extent it deems reasonable.
(v) Executive hereby agrees that prior to accepting employment with any other person or entity during the term of employment or during the Restricted Period following the termination date, Executive will provide such prospective employer with written notice of the existence of this Agreement and the provisions of this Section 5 of this Agreement, with a copy of such notice delivered simultaneously to Company in accordance with Section 8 of this Agreement.
(vi) Notwithstanding any provision of this Agreement, the obligations and commitments of this Section 5 shall survive and continue in full force and effect in accordance with their terms notwithstanding any termination of Executive’s employment for any reason or termination of this Agreement for any reason.
6. REMEDIES. Executive agrees and acknowledges that a breach on the part of Executive of the covenants contained in Section 5 may cause irreparable harm to Company and that damages arising out of such breach may be difficult to determine. Executive, therefore, further agrees that in addition to all other remedies provided at law or at equity, Company shall be entitled to seek specific performance and temporary and permanent injunctive relief, from any court of competent jurisdiction restraining any further breach of any such covenant by Executive, his employers, employees, partners, agents or other associates, or any of them, without the necessity of proving actual damage to Company by reason of any such breach.
7. ASSIGNMENT. Company may assign this Agreement and any of the rights or obligations hereunder to any third party in connection with the sale, merger, consolidation, reorganization, liquidation or transfer, in whole or in part, of Company’s control and/or ownership of its assets or business. In such event, Executive continues to be bound by the terms of this Agreement. An assignment of this Agreement by Executive or any right or obligation hereunder is strictly prohibited.
8. NOTICES. All notices and other communications provided to either party hereto under this Agreement shall be in writing and delivered by certified or registered mail, postage prepaid, by e-mail, or by national overnight delivery service (such as Federal Express), to such
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party at its/his address set forth below, or at such other address as may be designated by either party in conformity with the provisions of this Section 8, with any such notices being deemed given when actually received by the recipient.:
If to Company: c/o PetMed Express, Inc.
420 South Congress Avenue
Delray Beach, FL 33445
420 South Congress Avenue
Delray Beach, FL 33445
E-mail: [email protected]
If to Executive: To Executive’s address as reflected on the payroll records of Company
9. GOVERNING LAW. This Agreement shall be subject to and governed by the laws of the State of Florida, without giving effect to the principles of conflicts of law under Florida law that would require or permit the application of the laws of a jurisdiction other than the State of Florida and irrespective of the fact that the parties now or at any time may be residents of or engage in activities in a different state.
10. DISPUTE RESOLUTION.
(a) Arbitration. Company and Executive agree that any dispute, controversy or claim arising out of or related in any way to Executive’s employment relationship with Company, the termination of that relationship, this Agreement, and/or any breach of this Agreement, shall be submitted to and decided by binding arbitration in Palm Beach County in the State of Florida. By accepting employment with Company, Executive accepts and consents to be bound by this agreement to arbitrate (the “Arbitration Provision”). This Arbitration Provision covers all grievances, disputes, claims or causes of action that otherwise could be brought in a federal, state or local court under applicable federal, state or local laws, arising out of or relating to Executive’s employment with Company and the termination thereof, including claims Executive may have against Company or against its officers, directors, supervisors, managers, employees or agents in their capacity as such or otherwise. The claims covered by this Arbitration Provision include, but are not limited to, claims for breach of any contract or covenant (express or implied); tort claims; claims for wages or other compensation due; claims for wrongful termination (constructive or actual); claims for discrimination or harassment (including, but not limited to, harassment or discrimination based on race, age, color, sex, gender, national origin, alienage or citizenship status, creed, religion, marital status, partnership status, military status, predisposing genetic characteristics, medical condition, psychological condition, mental condition, criminal accusations and convictions, disability, sexual orientation, or any other trait or characteristic protected by federal, state or local law); claims for violation of any federal, state, local or other governmental law, statute, regulation or ordinance; and claims or disputes concerning the validity, enforceability, arbitrability or scope of this Arbitration Provision. Claims not covered by this Arbitration Provision are claims for workers’ compensation or unemployment compensation benefits; at Company’s sole option, claims by Company for injunctive or other equitable relief for the breach or threatened breach of the covenants above; and any other claims that, as a matter of law, Company and Executive cannot agree to arbitrate.
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Nothing herein shall impair Executive’s right to report possible violations of law to any government agency or cooperate with any agency’s investigation.
Company and Executive expressly intend and agree that: (a) class, collective and/or representative action procedures shall not be asserted, nor will they apply, in any arbitration pursuant to this Arbitration Provision; (b) Executive will not assert class, collective and/or representative action claims against Company or its officers, directors, supervisors, managers, employees or agents in arbitration or otherwise; and (c) Executive shall only submit his own, individual claims in arbitration and will not seek to represent the interests of any other person. Further, Company and Executive expressly intend and agree that any claims by Executive will not be joined, consolidated or heard together with claims of any other employee.
The Arbitrator shall apply the substantive law of the State of Florida or federal law (and the law of remedies, if applicable) as applicable to the claims asserted and shall apply the same rules of evidence as a federal court. Arbitration shall be administered in accordance with the AAA Employment Arbitration Rules in effect at the time the arbitration is commenced. To the extent not provided for in the AAA Employment Arbitration Rules, the Arbitrator has the power to order discovery upon a showing that discovery is necessary for a party to have a fair opportunity to present a claim or defense, and the Arbitrator shall decide all discovery disputes. Executive’s agreements to arbitrate and participate only in his individual capacity are contracts under the Federal Arbitration Act and any other laws validating such agreements. No failure to strictly enforce these agreements will constitute a waiver or create any future waivers. If any part of this Arbitration Provision is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable portion shall be severed and such adjudication shall not affect the validity of the remainder of this Arbitration Provision and/or this Agreement. Any arbitral award determination shall be final and binding upon the parties. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, any claims or actions, whether for damages, injunctive relief or other relief, for any violation or breach of the covenants set forth in Section 5 and the remedies set forth in Section 6, including but not limited to the actions described in Section 6, (i) shall be excluded from the Arbitration Provision and its applicability, and (ii) shall be resolved exclusively in the State of Florida in the state courts located in Palm Beach County, Florida or in the United States District Court for the Southern District of Florida.
(b) Injunctive Relief. Nothing in the Arbitration Provision and/or this Agreement shall prevent Company from applying to and obtaining from a court of competent jurisdiction a writ of attachment, a temporary restraining order, a permanent restraining order, a temporary injunction, a permanent injunction, or other injunctive relief available to safeguard and protect Company’s interests, including but not limited to Company’s interests in the restrictive covenants contained herein. Any action, suit or other proceeding initiated for these purposes shall be brought in the State of Florida in the state courts located in Palm Beach County, Florida or in the United States District Court for the Southern District of Florida and Executive agrees to submit himself to the exclusive personal jurisdiction and venue of those courts for such purposes.
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(c) WAIVER OF JURY TRIAL. COMPANY AND EXECUTIVE UNDERSTAND AND AGREE THAT THEY ARE WAIVING ANY RIGHT TO JURY TRIAL WITH RESPECT TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED IN ANY WAY TO EXECUTIVE’S EMPLOYMENT RELATIONSHIP WITH COMPANY, THE TERMINATION OF THAT RELATIONSHIP, THIS AGREEMENT, AND/OR ANY BREACH OF THIS AGREEMENT. COMPANY AND EXECUTIVE EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE WAIVING ANY RIGHT THEY MAY HAVE TO A JURY TRIAL BY SIGNING THIS AGREEMENT.
11. INVALIDITY. Any provision herein which in any way contravenes the applicable laws of any country, state or jurisdiction shall be severed from this Agreement and deemed not to be considered part of this Agreement and this Agreement shall not be invalid as a whole because of any such determination.
12. INDULGENCE. No indulgence extended by either party hereto to the other party shall be construed as a waiver of any breach on the part of such other party, nor shall any waiver of one breach be construed as a waiver of any rights or remedies with respect to any subsequent breach.
13. ENTIRE AGREEMENT AND CHANGES TO BE IN WRITING. Except as otherwise indicated herein, this Agreement shall constitute the entire agreement between Executive and Company concerning the subject matter hereof. This Agreement supersedes and preempts any prior employment agreement or other understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by Executive and an authorized officer of Company.
14. NON-DISPARAGEMENT.
(a) Obligation. Executive agrees not to make any statements, written or oral, including through social media, online reviews, blog posts, or similar digital platforms, while employed by Company and thereafter, which would be reasonably likely to disparage or damage Company and its Related Entities or the personal or professional reputation of any present or former employees, officers, or members of the managing or directorial boards or committees of Company or the Related Entities. Company agrees not to make, or direct its officers and directors to make, any statements, written or oral, while Executive is employed by Company and thereafter, that would be reasonably likely to disparage or damage Executive's personal or professional reputation.
(b) Limitations. Notwithstanding the foregoing, this Section 14 shall not prohibit:
(i) truthful statements made by Executive or Company (or any officer or director of the Company) in connection with any legal, administrative, or arbitral proceeding, or in response to a subpoena, civil investigative demand, court order, or other
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compulsory legal process (provided that, to the extent not prohibited by law, the party subject to such process shall provide reasonable advance written notice to the other party);
(ii) truthful statements made in response to a reference request;
(iii) truthful communications by Executive or Company with any federal, state, or local governmental agency or regulatory body, including but not limited to the Securities and Exchange Commission, the Department of Justice, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, or any self-regulatory organization;
(iv) statements made by Company or its representatives in SEC filings, proxy statements, press releases, or other disclosures required by applicable law, regulation, stock exchange rule, or listing standard, or good-faith internal communications by Company and its officers, directors, employees, agents, and representatives made for legitimate business purposes, including but not limited to performance assessments, board discussions, internal investigations, succession planning, and transition communications;
(v) statements made by either party in connection with the enforcement, interpretation, or defense of any rights under this Agreement or any related agreement between the parties; or
(vi) any disclosures by Executive about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has a good faith reason to believe is unlawful.
15. STRICT COMPLIANCE. Executive’s or Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Executive or Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. The waiver, whether express or implied, by either party of a violation of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent violation of any such provision.
16. 280G. Notwithstanding any other provision of this Agreement, or any other agreement, plan, or arrangement to the contrary, if any portion of any payment or benefit to Executive under this Agreement, or under any other agreement, plan, or arrangement (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” under Section 280G of the Code, and would, but for this Section 16, result in the imposition on Executive of an excise tax (the “Excise Tax”) under Section 4999 of the Internal Revenue Code (the “Code”), then the Total Payments to be made to Executive shall either be (a) delivered in full, or (b) delivered in a reduced amount that is $1.00 less than the amount that would cause any portion of such Total Payments to be subject to the Excise Tax, whichever of the foregoing results in the receipt by Executive of the greatest benefit on an after-tax basis (taking into account the Excise Tax, as well as the applicable federal, state, and local income and employment taxes, for which
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Executive shall be deemed to pay at the highest marginal rate for the applicable calendar year). To the extent the foregoing reduction applies, then any such payment or benefit shall be reduced or eliminated by applying the following principles, in order: (1) the cash payments that are exempt from Section 409A shall first be reduced (if necessary, to zero); (ii) then, if further reductions are necessary, the cash payments that are not exempt from Section 409A shall be reduced (if necessary, to zero); and (iii) then, if further reductions are necessary, the other benefits that are exempt from Section 409A shall be reduced (if necessary, to zero); and (iv) finally, if still further reductions are necessary, the other benefits that are not exempt from Section 409A shall be forfeited. The determination of whether the Excise Tax or the foregoing reduction will apply will be made by independent auditors selected and paid by Company (which may be the regular auditor of Company, acting with the advice of Company’s outside legal counsel).
17. COMPLIANCE WITH SECTION 409A.
(a) General Compliance. This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A. To the extent that any payments made or benefits provided pursuant to this Agreement are reimbursements or in-kind payments, to the extent necessary to comply with Code Section 409A, the amount of such payments or benefits during any calendar year will not affect the amounts or benefits provided in any other calendar year, the payment date will in no event be later than the last day of the calendar year immediately following the calendar year in which an expense was incurred, and the right to any such payments or benefits will not be subject to liquidation or exchange for another payment or benefit.
(b) Specified Employee. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of termination of employment or, if earlier, on Executive's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and
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thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
18. SURVIVAL. Any provision of this Agreement that is expressly or by implication intended to survive the termination of this Agreement shall survive or remain in effect after the termination of this Agreement.
19. COUNTERPARTS. This Agreement may be executed in separate counterparts, either one of which need not contain the signature of more than one party, but both such counterparts taken together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
20. UNDERSTANDING OF EXECUTIVE; CONSULTATION WITH COUNSEL. Executive represents to Company that Executive has read this Agreement in its entirety, that Executive understands it and that Executive has entered into it voluntarily. Executive hereby further acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein, including without limitation the obligations, restrictions, and provisions set forth in Section 5, 6, 9, and 10 of this Agreement.
[signatures follow]
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IN WITNESS WHEREOF, the parties intending to be legally bound have executed this Executive Employment Agreement as of the date first set forth above.
PETMED EXPRESS, INC.
(“Company”)
By: /s/ Robert Lawsky
Robert Lawsky,
General Counsel
EXECUTIVE
By: /s/ Jeff Willard
Jeffrey Allen Willard, individually
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PetMeds Appoints Jeff Willard as CEO & President and Announces Board Leadership Transition
Justin Mennen to Succeed Leslie C.G. Campbell as Chair of the Board
Following Her Retirement
DELRAY BEACH, Fla., September 17, 2026 — PetMed Express, Inc., dba PetMeds and parent company of PetCareRx (Nasdaq: PETS), today announced the appointment of consumer and e-commerce sector veteran, Jeff Willard, as Chief Executive Officer and President, as well as a member of the Board of Directors, effective September 28, 2026. Mr. Willard succeeds Leslie C.G. Campbell, who, in addition to serving as Chair of the Board of PetMeds, has served as Interim Chief Executive Officer and President since August 2025.
Mr. Willard brings more than 25 years of proven leadership experience at leading consumer and e-commerce companies, with a distinguished track record of driving sustainable growth, optimizing operational performance and building brands. Most recently, he has served as CEO of Stewart-MacDonald (StewMac), a leading global e-commerce provider of guitar tools and parts. Prior to that, he served as Chief Growth Officer and Chief Marketing Officer of Casper, President of Healthy Lifestyle Brands, and CEO of Zac Brown Collective. Earlier in his career, he held senior executive leadership roles at Simmons Bedding Company, Harman International, Coleman, Helen of Troy, and Lexmark International.
"After a thorough and deliberate search, the Board is confident that Jeff is the right leader to guide PetMeds into its next chapter," said Ms. Campbell. "Jeff brings a proven track record of scaling consumer brands and driving operational discipline across businesses of varying size and complexity. That expertise is exactly what PetMeds needs today. The strategic, operational, and cultural improvements we have made over the past year provide a solid foundation for this transition, and our entire Board looks forward to working closely with Jeff to build long-term value for our shareholders."
"I'm excited to join PetMeds at such a pivotal moment for the Company," said Jeff Willard, incoming Chief Executive Officer and President of PetMeds. "As an owner of two older rescue dogs, I know firsthand that Pet parents build their whole lives around the health and wellbeing of their animals, and it's our shared mission that puts PetMeds at the center of that trust. The team has done exceptional work stabilizing the foundation, and my primary focus now is on sharpening our execution and establishing a direct, clear path back to sustainable profitability and growth. I look forward to partnering with the Board and leading our talented team to accelerate our progress, unlock PetMeds’ full potential, and deliver long-term value for our shareholders.”
Board Leadership Transition
With the successful completion of the search for and appointment of the new CEO, Ms. Campbell has informed the Board of her decision to retire as Chair and step down from the Board, effective September 28, 2026. The Board has appointed Justin Mennen, currently the Lead Independent Director and Chair of the Corporate Governance and Nominating Committee, to succeed Ms. Campbell as Chair, effective September 28, 2026. In addition, effective September 28, 2026, Peter Batushansky, a current member of the Corporate Governance and Nominating Committee, will succeed Mr. Mennen as Committee Chair. Mr. Mennen will step down as Chair of the committee on that date but will remain a member. Mr. Mennen currently serves as Chief Information and Technology Officer of Shake Shack Inc. and has served on the PetMeds Board since June 2024. He has been a member of the Audit Committee since June 2024 and became Chair of the Corporate Governance and Nominating Committee, and Lead Independent Director, in August 2025.
At the Board’s request, Ms. Campbell will remain with PetMeds as a full-time Strategic Advisor to the Company for 60 days following Mr. Willard’s arrival. In this role, she will leverage her deep institutional knowledge and strong
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relationships with key strategic partners, shareholders, and other stakeholders to maintain momentum on key business priorities and provide vital continuity. Her ongoing involvement and guidance will also ensure a seamless and orderly transition for both Mr. Mennen in his new Board Chair role and Mr. Willard as CEO and President. Ms. Campbell has served as a member of the Board, including as committee chair of each of the standing committees at different times since 2018, stepping into the role of Board Chair in January 2024. She has also served as Interim Chief Executive Officer and President since August 2025.
"It has been a privilege to serve on the Board, and this past year as Interim CEO to lead PetMeds through such a critical period in its history," said Ms. Campbell. "I am immensely proud of what our team has accomplished in strengthening our culture, governance, and operations, and sharpening our strategic focus on long-term value creation. With Jeff taking the helm and a strong Board in place, I feel confident that the Company is well positioned for its next chapter."
"On behalf of the entire Board, I want to extend our sincere gratitude to Leslie for her leadership and tireless dedication to PetMeds," said Mr. Mennen, incoming Chair of the Board of PetMeds. "Her steadfast guidance and unwavering commitment to our employees, customers, and shareholders navigated the Company through an important period of transformation. We are deeply grateful for her invaluable contributions and know she will remain a lifelong champion of PetMeds."
About PetMeds
Founded in 1996, PetMeds is a pioneer in the direct-to-consumer pet healthcare sector. As a trusted national online pharmacy, PetMeds is licensed across all 50 states and staffed with expert pharmacists dedicated to supporting pet wellness, pets and pet parents, and the veterinarians who serve them. Through its PetMeds family of brands and through its PetCareRx subsidiary, the Company offers a comprehensive range of pet health solutions — including top-brand and generic pharmaceuticals, compounded medications, and better-for-your-pet OTC supplements and nutrition. Focused on value, convenience, and care, PetMeds and PetCareRx empower pet parents to help their dogs, cats, and horses live longer, healthier lives. To learn more, visit www.PetMeds.com and www.PetCareRx.com.
Forward-Looking Statements
This press release may contain “forward-looking statements”, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, including the Company’s ability to meet the objectives included in its business plan. These forward-looking statements include, without limitation, statements regarding the Company’s potential, the foundation in place for the Company’s growth and ability to deliver long-term value for the Company’s shareholders; and the Company’s ability to scale, execute on its long-term growth priorities, sharpen its execution, return to sustainable profitability and growth, maintain critical momentum on key business priorities, and ensure a seamless transition of its leadership. Important factors that could cause results to differ materially from those indicated by such forward-looking statements are set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in the Company’s Annual Report on Form 10-K filed on June 2, 2026 for the fiscal year ended March 31, 2026. The Company’s future results may also be impacted by other risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, but not limited to, the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more
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forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.
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