8-K

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): June 15, 2023

PetMed Express, Inc.

(Exact name of registrant as specified in its charter)

Florida	000-28827	65-0680967
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

420 South Congress Avenue, Delray Beach, Florida 33445

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
Common Stock, par value $.001 per share	PETS	NASDAQ

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.

On June 15, 2023, the Board of Directors (the “Board”) of PetMed Express, Inc. (the “Company”) took the following actions relating to the Company’s equity plans and executive compensation programs:

Amendment and Restatement of 2022 Employee Equity Compensation Restricted Stock Plan

The Board approved an amendment to the Company’s 2022 Employee Equity Compensation Restricted Stock Plan (the “Original 2022 Employee Plan”) to add the ability to grant restricted stock units (“RSUs”) and performance stock units (“PSUs”) under such plan and to make other related ministerial changes. Such amendment was effected through the amendment and restatement of the plan and the related renaming of the plan as the “2022 Employee Equity Compensation Plan” (as amended and restated, the “Amended 2022 Employee Plan”).

The Original 2022 Employee Plan permitted the Company to make grants of shares of its common stock, par value $0.001 per share (“Common Stock”), that are subject to a risk of forfeiture or restrictions on transfer, or both, which lapse upon a specified period of service and/or upon the satisfaction of performance conditions (“Restricted Stock”). Shares of Restricted Stock are considered outstanding for dividend, voting, and other purposes from and after the grant date thereof even though they may be subject to forfeiture based on vesting or other conditions. In contrast, RSUs and PSUs represent an obligation to issue shares of Common Stock in the future only after the satisfaction of applicable vesting and/or performance conditions. As set forth in the Amended 2022 Employee Plan, RSUs represent the right to receive a share of Common Stock for each RSU, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each case upon completion of a period of service or satisfaction of other conditions (subject to any applicable deferral election that may be authorized by the Company). PSUs represent the right to receive a share of Common Stock for each PSU, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each case upon achievement of performance goals (subject to any applicable deferral election that may be authorized by the Company).

The Amended 2022 Employee Plan amended and restated the Original 2022 Employee Plan to allow the Company to issue RSUs and PSUs, which were not expressly authorized by the Original 2022 Employee Plan. Other than the adding the authority to issue RSUs and PSUs and related ministerial changes, the Amended 2022 Employee Plan does not make any material changes to the Original 2022 Employee Plan.

In connection with adopting and approving the Amended 2022 Employee Plan, on June 15, 2023, the Board also adopted a form of award agreement pursuant to which RSUs may be granted under the Amended 2022 Employee Plan (the “Employee RSU Agreement”) and a form of award agreement pursuant to which PSUs may be granted under the Amended 2022 Employee Plan (the “Employee PSU Agreement”). The forms of Employee RSU Agreement and Employee PSU Agreement contain usual and customary provisions for vesting, delivery of shares, and taxes and withholding, among other provisions.

The foregoing descriptions of the Amended 2022 Employee Plan, the form of Employee RSU Agreement, and the form of Employee PSU Agreement are not complete and are qualified in its entirety by reference to the copies of such documents attached to this Current Report on Form 8-K as Exhibits 10.1, 10.3, and 10.4, respectively, as well as to a copy of the Amended 2022 Employee Plan attached as Exhibit 10.2 hereto marked to show the amendments made to the Original 2022 Employee Plan.

Amendment and Restatement of 2015 Outside Director Equity Compensation Restricted Stock Plan

Also on June 15, 2023, the Board approved an amendment to the Company’s 2015 Outside Director Equity Compensation Restricted Stock Plan (the “Original 2015 Director Plan”) to add the ability to grant RSUs under such plan and to make other ministerial changes. Such amendment was effected through the amendment and restatement of the Original 2015 Director Plan and the related renaming of such plan as the “2015 Outside Director Equity Compensation Plan” (as amended and restated, the “Amended 2015 Director Plan”). Other than the adding the authority to issue RSUs and related ministerial changes, the Amended 2015 Director Plan does not make any material changes to the Original 2015 Director Plan.

In connection with adopting and approving the Amended 2015 Director Plan, on June 15, 2023, the Board also adopted a form of award agreement pursuant to which RSUs may be granted under the Amended 2015 Director Plan (the “Director RSU Agreement”). The form of Director RSU Agreement contains usual and customary provisions for vesting, delivery of shares, and taxes, among other provisions.

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The foregoing descriptions of the Amended 2015 Director Plan and the form of Director RSU Agreement are not complete and are qualified in its entirety by reference to the copies of such documents attached to this Current Report on Form 8-K as Exhibits 10.5 and 10.7, respectively, as well as to a copy of the Amended 2015 Director Plan attached as Exhibit 10.6 hereto marked to show the amendments made to the Original 2015 Director Plan.

Award of RSUs and PSUs to CFO under Amended 2022 Employee Plan

Upon the recommendation of the Compensation Committee of the Board, on June 15, 2023, Christine Chambers, the Company’s Chief Financial Officer, was granted 11,750 RSUs under the Amended 2022 Employee Plan (the “Chambers RSUs”), of which 3,750 of the Chambers RSUs were awarded in recognition of Ms. Chambers’ contributions during fiscal year 2023 and the remaining 8,000 awarded as a part of the equity award cycle for fiscal year 2024. One-third of the Chambers RSUs will vest on each of the first three anniversaries of the date of grant, subject to Ms. Chambers’ continued employment with the Company through the applicable vesting date, with any unvested RSUs being forfeited upon Ms. Chambers ceasing to be an employee of the Company, with certain exceptions (such as death and disability). Notwithstanding the foregoing, in the event that Ms. Chambers resigns for “Good Reason” (as defined in the RSU award agreement) following a “Change of Control” (as defined in the Amended 2022 Employee Plan) or is terminated without cause prior to the vesting of the RSUs, a pro rata portion of the unvested RSUs that would have otherwise vested such year will become vested upon termination.

Also on June 15, 2023, Ms. Chambers was awarded 8,000 PSUs. Ms. Chambers will earn shares of Common Stock pursuant to such PSUs based on the Company’s total shareholder return (“TSR”) relative to the S&P 600 Specialty Retail Index (“Index”) over an overall three-year performance period consisting of the 2024 through 2026 fiscal years, as follows:

● 100% of the target number of shares, which is 8,000 shares, will be earned if the Company’s TSR is equal to or greater than the 75th percentile of the Index (the “maximum target payout”);

● 50% of the target number of shares, which is 4,000 shares, will be earned if the Company’s TSR is equal to at least the 50th percentile of the Index;

● 25% of the target number of shares, which is 2,000 shares, will be earned if the Company’s TSR is equal to at least the 25th percentile of the Index (the “minimum threshold”);

● No shares will be earned if the TSR is less than the 25th percentile of the Index, and the payout is capped at 2,000 shares if absolute TSR is negative, regardless of relative position to the Index; and

● Linear scaling will be used to determine the number of shares earned for performance between the maximum target payout level and minimum threshold payout level.

With certain exceptions (such as death and disability), the PSUs awarded to Ms. Chambers will be forfeited if Ms. Chambers ceases to be employed before the end of the performance period.

Approval of NEO Annual Incentive Plan

Upon the recommendation of the Compensation Committee of the Board, on June 15, 2023, the Board adopted an Annual Incentive Plan, or AIP, that is designed to reward the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) with a cash bonus for meeting or exceeding financial and other performance goals during a particular fiscal year (beginning with fiscal year 2024). Under the AIP, for each fiscal year, the Compensation Committee of the Board will establish a target bonus opportunity for both the CEO and CFO that is equal to the percentage of such person’s base salary that he or she will receive as a cash bonus if the AIP performance goals are achieved at target. However, the actual bonus received may be higher or lower depending on the Company’s level of achievement of the AIP financial performance goals. For the 2024 fiscal year, the Board, upon the recommendation of the Compensation Committee, established a bonus target opportunity of 100% of base salary for the CEO and 50% of base salary for the CFO, with payout amounts being weighted 40% on achievement of a pre-established revenue target and 60% on achievement of a pre-established adjusted EBITDA target. The threshold bonus amount for the CEO and CFO is 50% of the target bonus, and the maximum bonus amount is 200% of target for the CEO and 150% of target for the CFO.

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Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
10.1	PetMed Express, Inc. 2022 Employee Equity Compensation Plan (as amended and restated)
10.2	PetMed Express, Inc. 2022 Employee Equity Compensation Plan (as amended and restated), marked to show amendments made to the 2022 Employee Equity Compensation Restricted Stock Plan
10.3	Form of Restricted Stock Unit Agreement under 2022 Employee Equity Compensation Plan
10.4	Form of Performance Stock Unit Agreement under 2022 Employee Equity Compensation Plan
10.5	PetMed Express, Inc. 2015 Outside Director Equity Compensation Plan (as amended and restated)
10.6	PetMed Express, Inc. 2015 Outside Director Equity Compensation Plan (as amended and restated), marked to show amendments made to the 2015 Outside Director Equity Compensation Restricted Stock Plan
10.7	Form of Restricted Stock Unit Agreement under 2015 Outside Director Equity Compensation Plan
104	Cover Page Interactive Data File (formatted as Inline XBRL)

* * *

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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: June 20, 2023

PETMED EXPRESS, INC.
By:	/s/ Christine Chambers
Name:	Christine Chambers
Title:	Chief Financial Officer and Treasurer

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EX-10.1

Exhibit 10.1

PETMED EXPRESS, INC.

2022 EMPLOYEE EQUITY COMPENSATION PLAN

(amending and restating the PetMed Express, Inc.

2022 Employee Equity Compensation Restricted Stock Plan)

1. PURPOSE OF PLAN

The purpose of the PetMed Express, Inc. 2022 Employee Equity Compensation Plan f/k/a the 2022 Employee Equity Compensation Restricted Stock Plan (the "2022 Plan"), which is being established by PetMed Express, Inc. on behalf of itself, its subsidiaries and affiliates (collectively, the "Company"), is to secure and retain employees of outstanding ability and to provide additional motivation to such employees to exert their best efforts on behalf of the Company. The Company expects that it will benefit from the added commitment which such employees will have in the welfare of the Company as a result of their ownership or increased ownership of the Company's Common Stock.

2. STOCK SUBJECT TO THE 2022 PLAN; TYPES OF AWARDS

The shares that may be awarded under the 2022 Plan (without payment by participants) shall be the common stock, par value $.001 per share, of the Company (“Common Stock”), and shall be authorized, but un-issued, shares. The maximum number of shares of Common Stock that may be awarded hereunder (subject to any adjustments as provided below) shall not in the aggregate exceed 1,000,000 shares. Shares of Common Stock forfeited as a result of a participant's termination of employment or other conditions of the award not being met shall again become available for award under the 2022 Plan.

The following types of awards may be granted under the 2022 Plan:

(a)Restricted Stock, which means shares of Common Stock that are subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer, which may lapse upon the completion of a period of service or satisfaction of other conditions (which may include the achievement of performance goals established by the Committee).

(b)Restricted Stock Units, which means the right to receive a share of Common Stock for each Restricted Stock Unit, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each case upon completion of a period of service or satisfaction of other conditions (subject to any applicable deferral election that may be authorized by the Company).

(c)Performance Stock Units, which means the right to receive a share of Common Stock for each Performance Stock Unit, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each case upon achievement of performance goals (subject to any applicable deferral election that may be authorized by the Company). Performance Stock Units may condition the right to receive a share of Common Stock on the completion of a period of service in addition to the achievement of performance goals.

3. ADMINISTRATION

The 2022 Plan shall be administered by the Compensation Committee of the Board of Directors, each of whom is a "non-employee director" as defined in Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Committee"). No member of the Committee shall be eligible to participate in the 2022 Plan.

The Committee shall have the sole authority to (i) make grants of awards under the 2022 Plan; (ii) consistent with the 2022 Plan, determine the terms and conditions of each award; (iii) interpret the 2022 Plan and the instruments evidencing awards granted under the 2022 Plan; (iv) adopt, amend and rescind rules and regulations for the administration of the 2022 Plan; and (v) generally administer the 2022 Plan and make all determinations in connection therewith which may be necessary or advisable, and all such actions of the Committee shall be binding upon all participants. Committee decisions and selections shall be made by a majority of its members present at the meeting at which a quorum is present, and shall be final. Any decision or selection reduced to writing and signed by all of the members of the Committee, including through electronic consent, shall be as fully effective as if it had been made at a meeting duly held.

4. ELIGIBILITY

All employees, including officers, of the Company who are, from time to time, responsible for the management, growth and protection of the business of the Company shall be eligible for awards under the 2022 Plan. No member of the Board of Directors of the Company shall be eligible to participate in the 2022 Plan unless such director is also an employee of the Company. The employees who shall receive awards under the 2022 Plan shall be selected from time to time by the Committee in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the type of award to grant such employee and the number of shares (or cash compensation) that may be paid with respect to each award. The Committee may, within the terms of the 2022 Plan, be selective and non-uniform with respect to its determination of the amount of awards, type of awards and the eligible employees to whom such awards are made. 

As a condition to the grant of an award under the 2022 Plan, each eligible employee selected to participate shall execute and deliver to the Company, including through electronic medium, an agreement evidencing the award, in form and substance satisfactory to the Committee, reflecting the conditions and restrictions imposed upon the award..

5. TERMS OF RESTRICTED STOCK AWARDS

(a)Rights with respect to Shares. A participant to whom an award of Restricted Stock has been made under the 2022 Plan will have all of the rights of a stockholder with respect to the shares of Common Stock so awarded, including, but not limited to, the right to receive, subject to the following sentence, such cash dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such shares at any meeting of the Company’s stockholders. As a condition to the grant of the award under the 2022 Plan, and without limiting the provisions of Section 5(c) hereof, dividends, if any, as may be declared on such shares of Common Stock shall be deposited into an escrow or similarly segregated account, and disbursement of such dividends to the participant will occur only upon the delivery of the shares of Common Stock to which such dividends relate, and in the event the shares of Common Stock to which such dividends relate are forfeited, the participant’s right to receive disbursement of such dividends will be forfeited and the amount of the dividends shall be returned to the Company.

(b)Terms, Conditions and Restrictions. In addition to such other terms, conditions, restrictions, and performance goals as may be imposed by the Committee and contained in the instrument under which awards of Restricted Stock are made pursuant to the 2022 Plan, (i) no Restricted Stock so awarded shall be restricted for a period (the "Restriction Period") of less than one year or more than ten years unless otherwise specified by the Committee; and (ii) except as provided in paragraph (e) below, the recipient of the award shall remain in the employ of the Company during the Restriction Period or otherwise forfeit all right, title and interest in and to the shares subject to such restrictions.

(c)Transferability Restriction. No share awarded under the 2022 Plan shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period applicable thereto.

(d)Certificates; Stock Legend. Shares of Restricted Stock granted under the 2022 Plan shall be evidenced by certificates or book entries in the books of the Company (or, as applicable, its transfer agent). Certificates or book entries evidencing shares of Restricted Stock shall be registered in the name of the participant, shall include an appropriate legend referring to the terms, conditions, and restrictions applicable to such shares and the Company may, in its sole discretion, retain physical possession of the certificate in escrow until all restrictions have been lifted or requirements met.

(e)Lapse of Restrictions. The restrictions imposed under paragraph (a) above shall terminate with respect to the shares of Common Stock to which they apply on the earliest to occur of the following, unless otherwise specified by the Committee:

(i) the expiration of the Restriction Period and, if applicable, the satisfaction of any performance goals specified in the applicable award agreement;

(ii) the participant's total and permanent Disability (as defined below); or

(iii) the participant's death.

“Disability” means the employee’s inability to substantially perform his or her duties in his or her normal and regular manner, with reasonable accommodation, for more than ninety (90) days (whether consecutive or not) in any twelve (12) month period, as evidenced by a certificate signed either by a physician mutually acceptable to the Company and employee or, if the parties cannot agree, by a physician selected by agreement of a physician designated by the Company and a physician designated by the employee. Employee shall submit to a reasonable number of examinations by the physician making the determination of Disability, and employee hereby authorizes the disclosure and release of all supporting medical records to the Company.

Certificates or book entries evidencing shares of Common Stock with respect to which restrictions have lapsed as provided above shall, upon lapse thereof, be released from escrow and delivered to the participant or, in the event of participant's death, to participant's personal representative. Any stock legend referring to the restrictions imposed hereunder shall thereupon be removed.

6. TERMS OF RESTRICTED STOCK UNITS AND PERFORMANCE STOCK UNITS

(a)Terms and Conditions. Subject to the terms of this 2022 Plan, the Committee will determine all terms and conditions of each award of Restricted Stock Units and Performance Stock Units, including but not limited to: (i) the number of Shares to which such Award relates; (ii) for Performance Stock Units, the performance goals that must be achieved to earn the award, during such period as the Committee specifies; (iii) the length of the vesting or performance period and, if different, the date on which payment of the benefit provided under the award will be made; and (iv) whether to settle such awards in cash, in shares, or in a combination of cash and shares.

(b)Performance Goals. The performance goals for Performance Stock Units may include, but are not limited to, the performance of the Company or any one or more of its subsidiaries, affiliates or its or their business units (or any combination thereof) with respect to the following measures: net income;, operating income; pretax earnings; earnings per share; share price, including growth measures and total stockholder return; earnings before interest and taxes and related margin; earnings before interest, taxes, depreciation and/or amortization and related margin; sales or revenue growth, whether in general, by type of product, application or service, or by type of customer; gross or operating profit or margins; cash flow, and any combination of any of the foregoing business criteria. Performance goals may also relate to an employee’s individual performance.

The Committee reserves the right to adjust performance goals, or modify the manner of measuring or evaluating a performance goal, for any reason it determines is appropriate, including but not limited to: (i) by excluding the effects of charges for reorganizing and restructuring; discontinued operations; asset write-downs; gains or losses on the disposition of a business; or mergers, acquisitions or dispositions; and extraordinary, unusual and/or non-recurring items of gain or loss; (ii) excluding the costs of litigation, claims, judgments or settlements; (iii) excluding the effects of changes laws, regulations, or accounting principles; and (iv) excluding any accruals of amounts related to payments under the 2022 Plan or any other compensation arrangement maintained by the Company or an affiliate.

(c)No Stockholder Rights; Dividend Equivalents. Holders of Restricted Stock Units and Performance Stock Units shall not have any rights as stockholders of the Company with respect to such awards (including no voting rights or rights to receive dividends) unless and until shares of Common Stock are issued upon settlement of such awards. However, the Committee may, in its discretion, provide holders of Restricted Stock Units and Performance Stock Units with the right to receive payment equal to the amount of dividends they would have received if their units had instead been outstanding shares, and such dividend equivalents will either, at the discretion of the Committee, be (i) accumulated and paid, in cash or shares in the Committee’s discretion, at the same time and to the same extent that the underlying Restricted Stock Unit or Performance Stock Unit award vests or (ii) reinvested in additional units that are subject to the same terms and conditions (including vesting and forfeiture) as the Restricted Stock Unit or Performance Stock Unit award to which the dividend equivalent relates. For clarity, in no event will an employee receive a dividend equivalent payment unless, until and to the same extent as the underlying Restricted Stock Unit or Performance Stock Unit award vests and is paid.

7. TERMS APPLICABLE TO ALL AWARDS

(a)Investment Representation. If the shares of Common Stock that have been awarded to an employee pursuant to the terms of the 2022 Plan are not registered under the Securities Act of 1933, as amended, pursuant to an exemption from registration, such employee, if the Committee shall deem it advisable, may be required to represent and agree by written or electronic instrument (i) that any shares of Common Stock acquired by such employee pursuant to the 2022 Plan will not be sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an exemption from registration under such Act, and (ii) that such employee has acquired such shares of Common Stock for the participant’s own account and not with a view to the distribution thereof.

(b)Change of Control of the Company. Upon the occurrence of a Change of Control, unless otherwise provided in an award agreement or specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee shall determine otherwise before the Change of Control, any Restriction Period and restrictions imposed on Restricted Stock shall terminate, and all Restricted Stock Units and Performance Stock Units shall immediately vest (assuming, with respect to Performance Stock Units for which the performance period has not expired as of the Change of Control date, that the target performance goals have been met) and be settled in accordance with the terms of the award agreement, in all cases as of immediately prior to the occurrence of the Change of Control.

For purposes of the 2022 Plan, a "Change of Control" of the Company shall be deemed to have occurred if:

(i) any person, as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, becomes a beneficial owner (within the meaning of Rule 13d-3 under such Act) of 20% or more of the Company's outstanding Common Stock;

(ii) within any 24 month period, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 7(b)(ii), and (B) was not designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 7(b)(iii); or

(iii) the Company is merged, consolidated or reorganized into or with, or sells all or substantially all of its assets to, another company or other entity, and immediately after such transaction less than 80% of the voting power of the then-outstanding securities of such company or other entity immediately after such transaction is held in the aggregate by holders of the Company's Common Stock immediately before such transaction.

In addition, if the Company enters into an agreement or series of agreements or the Board of Directors of the Company adopts a resolution which results in the occurrence of any of the foregoing events, and the employment of a participant is terminated after and as the sole result of the entering into of such agreement or series of agreements or the adoption of such resolution then, upon the occurrence of any of the events described above, a Change of Control shall be deemed to have retroactively occurred on the date of entering into of the earliest of such agreements or the adoption of such resolution and the participants shall be entitled to the delivery as of such date of any forfeited Restricted Stock and payment with respect to any previously forfeited Restricted Stock Units or Performance Stock Units as though such employee were employed on the date of the Change of Control.

(c)Withholding. The Company shall have the right to deduct from payments of any kind due to the participant (whether due hereunder or otherwise), any federal, state or local taxes of any kind or any other amounts required by law to be withheld with respect to the grant, vesting, or settlement of an award.

(d)Additional Conditions. In the agreements evidencing awards or otherwise, the Committee may impose such other and additional terms, conditions and restrictions upon the award as it, in its discretion, deems appropriate.

8. MISCELLANEOUS

(a) No Right to Receive Award. Nothing in the 2022 Plan shall be construed to give any employee of the Company any right to receive an award under the 2022 Plan.

(b) Adjustments. If (i) the Company shall at any time be involved in a merger or other transaction in which the shares of Common Stock are changed or exchanged, (ii) the Company shall subdivide or combine the shares of Common Stock or the Company shall declare a stock dividend, (iii) the Company shall effect a cash dividend the amount of which, on a per share basis, exceeds ten percent (10%) of the fair market value of a share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution in the form of cash, or a repurchase of shares, that the Board of Directors determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the shares; or (iv) any other event shall occur, which, in the case of this clause (iv), in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2022 Plan, then the Company shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2022 Plan, adjust any or all of the number and type of shares subject to this 2022 Plan under Section 2, the number and type of shares subject to outstanding awards, and the performance goals of an award. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding award in exchange for the cancellation of all or a portion of the award (without the consent of the holder of an award) in an amount determined by the Committee.

Any shares of Common Stock or other securities of the Company received by an employee as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to shares of Restricted Stock shall have the same status, be subject to the same restrictions and bear the same legend, if any, as the shares received pursuant to the original award.

(c) No Effect on Employment Rights. Nothing in the 2022 Plan or in the instruments evidencing the grant of an award hereunder shall in any manner be construed to limit in any way the right of the Company or a subsidiary to terminate an employee's employment at any time, or give any right to an employee to remain employed by the Company.

(d) Governing Law. All provisions of the 2022 Plan shall be construed in accordance with the laws of Florida except to the extent preempted by federal law.

(e) No Restriction on Corporate Action. Nothing contained in the 2022 Plan shall be construed to prevent the Company or any subsidiary from taking any corporate action that is deemed by the Company or such subsidiary to be appropriate or in the best interest, whether or not such action would have an adverse effect on the 2022 Plan or any shares of Common Stock granted under the 2022 Plan. No employee, non-employee director, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action.

9. EFFECTIVE DATE OF 2022 PLAN

The 2022 Plan originally became effective on July 28, 2022, which is the date on which is was approved by the Shareholders of the Company.  This 2022 Plan is an amendment and restatement of the originally adopted plan, and such amendment and restatement was adopted and approved by the Board of Directors of the Company on June ____, 2023.

10. AMENDMENTS

The Committee may amend or terminate the 2022 Plan without shareholder approval unless shareholder approval is required by any federal or state law or regulation or the rules of The Nasdaq Stock Market. The Committee shall not have the right to amend the 2022 Plan to:

(a) except as provided in paragraph 8(b) of the 2022 Plan, increase the maximum number of shares reserved for purposes of the 2022 Plan;

(b) extend the duration of the 2022 Plan; or

(c) materially increase the benefits accruing to participants under the 2022 Plan.

Any amendment or alteration to the 2022 Plan which impairs the rights of any participant with respect to an outstanding award is not effective unless written or electronic consent from the participant is obtained.

The Committee may modify, amend or cancel any award granted under the 2022 Plan; provided that, except as otherwise expressly provided in the 2022 Plan or the award agreement, any modification or amendment that

materially diminishes the rights of a participant in the 2022 Plan or the cancellation of an award shall be effective only if agreed to by the participant, but the Committee need not obtain participant consent for the modification, amendment or cancellation of an award as follows: (A) to the extent the Committee deems such action necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Company’s shares are then traded; (B) to the extent the Committee deems necessary to preserve favorable accounting or tax treatment of any award for the Company; or (C) to the extent the Committee determines that such action does not materially and adversely affect the value of an award or that such action is in the best interest of the affected participant (or any other person(s) as may then have an interest. Notwithstanding the foregoing, unless determined otherwise by the Committee, any such amendment shall be made in a manner that will enable an award intended to be exempt from Code Section 409A (as defined below) to continue to be so exempt, or to enable an award intended to comply with Code Section 409A to continue to so comply.

11. DURATION AND TERMINATION

This 2022 Plan shall terminate on, and no further awards may be granted hereunder after, July 28, 2032. In addition, the Committee may terminate the 2022 Plan at any time prior thereto. The termination of this 2022 Plan shall not, however, affect the validity or terms and conditions of any award properly granted hereunder before the date of termination.

12. COMPLIANCE WITH SECTION 16(B) AND CODE SECTION 409A

The 2022 Plan is intended to comply with all applicable conditions of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. All transactions involving the Company's executive officers are subject to such conditions, regardless of whether the conditions are expressly set forth in the 2022 Plan. Any provision of the 2022 Plan that is contrary to a condition of Rule 16b-3 shall not apply to executive officers of the Company. Any award granted under the 2022 Plan shall be provided or made in such manner and at such time as to either make the award exempt from, or comply with, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), to avoid a plan failure described in Code Section 409A, and the provisions of Code Section 409A are incorporated into the 2022 Plan to the extent necessary for any award that is subject to Code Section 409A to comply therewith. For purposes of an award that is subject to Code Section 409A, if a participant’s termination of employment or service triggers the payment of compensation under such award, then the participant will be deemed to have terminated employment or service upon his or her “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in the 2022 Plan or an award to the contrary, if any participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required to avoid the imposition of additional taxes under Code Section 409A, any payment made to the participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.

EX-10.2

Exhibit 10.2

PETMED EXPRESS, INC.

2022 EMPLOYEE EQUITY COMPENSATION

RESTRICTED STOCK PLAN

(amending and restating the PetMed Express, Inc.

2022 Employee Equity Compensation Restricted Stock Plan)

1. PURPOSE OF PLAN

The purpose of the PetMed Express, Inc. 2022 Employee Equity Compensation Plan f/k/a the 2022 Employee Equity Compensation Restricted Stock Plan (the "2022 Plan"), which is being established by PetMed Express, Inc. on behalf of itself, its subsidiaries and affiliates (collectively, the "Company"), is to secure and retain employees of outstanding ability and to provide additional motivation to such employees to exert their best efforts on behalf of the Company. The Company expects that it will benefit from the added commitment which such employees will have in the welfare of the Company as a result of their ownership or increased ownership of the Company's Common Stock.

2. STOCK SUBJECT TO THE 2022 PLAN; TYPES OF AWARDS

The shares that may be awarded under the 2022 Plan (without payment by participants) shall be the common stock, par value $.001 per share, of the Company (“Common Stock”), and shall be authorized, but un-issued, shares. The maximum number of shares of Common Stock that may be awarded hereunder (subject to any adjustments as provided below) shall not in the aggregate exceed 1,000,000 shares. Shares of Common Stock forfeited as a result of a participant's termination of employment or other conditions of the award not being met shall again become available for award under the 2022 Plan.

The following types of awards may be granted under the 2022 Plan:

(a)Restricted Stock, which means shares of Common Stock that are subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer, which may lapse upon the completion of a period of service or satisfaction of other conditions (which may include the achievement of performance goals established by the Committee).

(b)Restricted Stock Units, which means the right to receive a share of Common Stock for each Restricted Stock Unit, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each case upon completion of a period of service or satisfaction of other conditions (subject to any applicable deferral election that may be authorized by the Company).

(c)Performance Stock Units, which means the right to receive a share of Common Stock for each Performance Stock Unit, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each case upon achievement of performance goals (subject to any applicable deferral election that may be authorized by the Company). Performance Stock Units may condition the right to receive a share of Common Stock on the completion of a period of service in addition to the achievement of performance goals.

3. ADMINISTRATION

The 2022 Plan shall be administered by the Compensation Committee of the Board of Directors, each of whom is a "non-employee director" as defined in Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Committee"). No member of the Committee shall be eligible to participate in the 2022 Plan.

The Committee shall have the sole authority to (i) award shares of Common Stock (“Restricted Stock”)make grants of awards under the 2022 Plan; (ii) consistent with the 2022 Plan, determine the provisions of the shares to be awarded, the restrictions and other terms and conditions applicable toof each award of shares under the 2022 Plan;; (iii) interpret the 2022 Plan,and the instruments evidencing the restrictions imposed upon stock awarded under the 2022 Plan and the shares awardedawards granted under the 2022 Plan; (iv) adopt, amend and rescind rules and regulations for the administration of the 2022 Plan; and (v) generally administer the 2022 Plan and make all determinations in connection therewith which may be necessary or advisable, and all such actions of the Committee shall be binding upon all participants. Committee decisions and selections shall be made by a majority of its members present at the meeting at which a quorum is present, and shall be final. Any decision or selection reduced to writing and signed by all of the members of the Committee, including through electronic consent, shall be as fully effective as if it had been made at a meeting duly held.

4. ELIGIBILITY

All employees, including officers, of the Company who are, from time to time, responsible for the management, growth and protection of the business of the Company shall be eligible for awards of stock under the 2022 Plan. No member of the Board of Directors of the Company shall be eligible to participate in the 2022 Plan unless such director is also an employee of the Company. The employees who shall receive awards under the 2022 Plan shall be selected from time to time by the Committee in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the type of award to grant such employee and the number of shares to be awarded to each such employee selected(or cash compensation) that may be paid with respect to each award. The Committee may, within the terms of the 2022 Plan, be selective and non-uniform with respect to its determination of the amount of awards, type of awards and the eligible employees to whom such awards are made. 

As a condition to the grant of an award under the 2022 Plan, each eligible employee selected to participate shall execute and deliver to the Company, including through electronic medium, an agreement evidencing the award, in form and substance satisfactory to the Committee, reflecting the conditions and restrictions imposed upon the award..

5. RIGHTS WITH RESPECT TO SHARESTERMS OF RESTRICTED STOCK AWARDS

(a)Rights with respect to Shares. A participant to whom an award of Restricted Stock has been made under the 2022 Plan will have all of the rights of a stockholder with respect to the shares of Common Stock so awarded, including, but not limited to, the right to receive, subject to the following sentence, such cash dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such shares at any meeting of the Company’s stockholders. As a condition to the grant of the award under the 2022 Plan, and without limiting the provisions of Section 75(bc) hereof, dividends, if any, as may be declared on such shares of Common Stock shall be deposited into an escrow or similarly segregated account, and disbursement of such dividends to the participant will occur only upon the delivery of the shares of Common Stock to which such dividends relate, and in the event the shares of Common Stock to which such dividends relate are forfeited, the participant’s right to receive disbursement of such dividends will be forfeited and the amount of the dividends shall be returned to the Company.

6. INVESTMENT REPRESENTATION

If the shares of Common Stock that have been awarded to an employee pursuant to the terms of the 2022 Plan are not registered under the Securities Act of 1933, as amended, pursuant to an exemption from registration, such employee, if the Committee shall deem it advisable, may be required to represent and agree by written or electronic instrument (i) that any shares of Common Stock acquired by such employee pursuant to the 2022 Plan will not be sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an exemption from registration under such Act, and (ii) that such employee has acquired such shares of Common Stock for the participant’s own account and not with a view to the distribution thereof.

7. RESTRICTIONS

(b)(a) Terms, Conditions and Restrictions. In addition to such other terms, conditions and, restrictions, and performance goals as may be imposed by the Committee and contained in the instrument under which awards of CommonRestricted Stock are made pursuant to the 2022 Plan, (i) no CommonRestricted Stock so awarded shall be restricted for a period (the "Restriction Period") of less than one year or more than ten years unless otherwise specified by the Committee; and (ii) except as provided in paragraph (e) below, the recipient of the award shall remain in the employ of the Company during the Restriction Period or otherwise forfeit all right, title and interest in and to the shares subject to such restrictions.

(c)(b) Transferability Restriction. No share awarded under the 2022 Plan shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period applicable thereto.

(d)(c) AgreementsCertificates; Stock Legend. As a condition to the grant of an awardShares of Restricted Stock granted under the 2022 Plan, each eligible employee selected to participate shall execute and deliver to the Company, including through electronic medium, an agreement evidencing the award, in form and substance satisfactory to the Committee reflecting the conditions and restrictions imposed upon the Restricted Stock awarded shall be evidenced by certificates or book entries in the books of the Company (or, as applicable, its transfer agent). Certificates or book entries evidencing shares of Restricted Stock pursuant to such awards willshall be registered in the name of the participant, shall include an appropriate legend referring to the terms, conditions, and restrictions and the instruments to which such awards are subject.applicable to such shares and the Company may, in its sole discretion, retain physical possession of the certificate in escrow until all restrictions have been lifted or requirements met.

(d) Additional Conditions. In the agreements evidencing awards or otherwise, the Committee may impose such other and additional terms, conditions and restrictions upon the award as it, in its discretion, deems appropriate including, without limitation, that the Company shall have the right to deduct from payments of any kind due to the participant, any federal, state or local taxes of any kind required by law to be withheld with respect to the shares awarded.

(e)(e) Lapse of Restrictions. The restrictions imposed under paragraph (a) above shall terminate with respect to the shares of Common Stock to which they apply on the earliest to occur of the following, unless otherwise specified by the Committee:

(i) the expiration of the Restriction Period and, if applicable, the satisfaction of any performance goals specified in the applicable award agreement;

(ii) the participant's total and permanent Disability (as defined below); or

(iii) the participant's death.

“Disability” means the employee’s inability to substantially perform his or her duties in his or her normal and regular manner, with reasonable accommodation, for more than ninety (90) days (whether consecutive or not) in any twelve (12) month period, as evidenced by a certificate signed either by a physician mutually acceptable to the Company and employee or, if the parties cannot agree, by a physician selected by agreement of a physician designated by the Company and a physician designated by the employee. Employee shall submit to a reasonable number of examinations by the physician making the determination of Disability, and employee hereby authorizes the disclosure and release of all supporting medical records to the Company.

Certificates or book entries evidencing shares of Common Stock with respect to which restrictions have lapsed as provided above shall, upon lapse thereof, be released from escrow and delivered to the participant or, in the event of participant's death, to participant's personal representative. Any stock legend referring to the restrictions imposed hereunder shall thereupon be removed.

6. TERMS OF RESTRICTED STOCK UNITS AND PERFORMANCE STOCK UNITS

(a)Terms and Conditions. Subject to the terms of this 2022 Plan, the Committee will determine all terms and conditions of each award of Restricted Stock Units and Performance Stock Units, including but not limited to: (i) the number of Shares to which such Award relates; (ii) for Performance Stock Units, the performance goals that must be achieved to earn the award, during such period as the Committee specifies; (iii) the length of the vesting or performance period and, if different, the date on which payment of the benefit provided under the award will be made; and (iv) whether to settle such awards in cash, in shares, or in a combination of cash and shares.

(b)Performance Goals. The performance goals for Performance Stock Units may include, but are not limited to, the performance of the Company or any one or more of its subsidiaries, affiliates or its or their business units (or any combination thereof) with respect to the following measures: net income;, operating income; pretax earnings; earnings per share; share price, including growth measures and total stockholder return; earnings before interest and taxes and related margin; earnings before interest, taxes, depreciation and/or amortization and related margin; sales or revenue growth, whether in general, by type of product, application or service, or by type of customer; gross or operating profit or margins; cash flow, and any combination of any of the foregoing business criteria. Performance goals may also relate to an employee’s individual performance.

The Committee reserves the right to adjust performance goals, or modify the manner of measuring or evaluating a performance goal, for any reason it determines is appropriate, including but not limited to: (i) by excluding the effects of charges for reorganizing and restructuring; discontinued operations; asset write-downs; gains or losses on the disposition of a business; or mergers, acquisitions or dispositions; and extraordinary, unusual and/or non-recurring items of gain or loss; (ii) excluding the costs of litigation, claims, judgments or settlements; (iii) excluding the effects of changes laws, regulations, or accounting principles; and (iv) excluding any accruals of amounts related to payments under the 2022 Plan or any other compensation arrangement maintained by the Company or an affiliate.

(c)No Stockholder Rights; Dividend Equivalents. Holders of Restricted Stock Units and Performance Stock Units shall not have any rights as stockholders of the Company with respect to such awards (including no voting rights or rights to receive dividends) unless and until shares of Common Stock are issued upon settlement of such awards. However, the Committee may, in its discretion, provide holders of Restricted Stock Units and

Performance Stock Units with the right to receive payment equal to the amount of dividends they would have received if their units had instead been outstanding shares, and such dividend equivalents will either, at the discretion of the Committee, be (i) accumulated and paid, in cash or shares in the Committee’s discretion, at the same time and to the same extent that the underlying Restricted Stock Unit or Performance Stock Unit award vests or (ii) reinvested in additional units that are subject to the same terms and conditions (including vesting and forfeiture) as the Restricted Stock Unit or Performance Stock Unit award to which the dividend equivalent relates. For clarity, in no event will an employee receive a dividend equivalent payment unless, until and to the same extent as the underlying Restricted Stock Unit or Performance Stock Unit award vests and is paid.

7. TERMS APPLICABLE TO ALL AWARDS

(a)Investment Representation. If the shares of Common Stock that have been awarded to an employee pursuant to the terms of the 2022 Plan are not registered under the Securities Act of 1933, as amended, pursuant to an exemption from registration, such employee, if the Committee shall deem it advisable, may be required to represent and agree by written or electronic instrument (i) that any shares of Common Stock acquired by such employee pursuant to the 2022 Plan will not be sold except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an exemption from registration under such Act, and (ii) that such employee has acquired such shares of Common Stock for the participant’s own account and not with a view to the distribution thereof.

(b)(f) Change of Control of the Company. Upon the occurrence of a Change of Control, unless otherwise provided in an award agreement or specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Committee shall determine otherwise before the Change of Control, any Restriction Period and restrictions imposed on Restricted Stock shall terminate., and all Restricted Stock Units and Performance Stock Units shall immediately vest (assuming, with respect to Performance Stock Units for which the performance period has not expired as of the Change of Control date, that the target performance goals have been met) and be settled in accordance with the terms of the award agreement, in all cases as of immediately prior to the occurrence of the Change of Control.

For purposes of the 2022 Plan, a "Change inof Control" of the Company shall be deemed to have occurred if:

(i) any person, as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, becomes a beneficial owner (within the meaning of Rule 13d-3 under such Act) of 20% or more of the Company's outstanding Common Stock;

(ii) within any 24 month period, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 7(fb)(ii), and (B) was not designated by a Personperson who has entered into an agreement with the Company to effect a transaction described in Section 7(fb)(iii); or

(iii) the Company is merged, consolidated or reorganized into or with, or sells all or substantially all of its assets to, another company or other entity, and immediately after such transaction less than 80% of the voting power of the then-outstanding securities of such company or other entity immediately after such transaction is held in the aggregate by holders of the Company's Common Stock immediately before such transaction.

In addition, if the Company enters into an agreement or series of agreements or the Board of Directors of the Company adopts a resolution which results in the occurrence of any of the foregoing events, and the employment of a participant is terminated after and as the sole result of the entering into of such agreement or series of agreements or the adoption of such resolution then, upon the occurrence of any of the events described above, a Change inof Control shall be deemed to have retroactively occurred on the date of entering into of the earliest of such agreements or the adoption of such resolution and the participants shall be entitled to the delivery as of such date of any forfeited Restricted Stock and payment with respect to any previously forfeited Restricted Stock Units or Performance Stock Units as though such employee were employed on the date of the Change of Control.

(c)Withholding. The Company shall have the right to deduct from payments of any kind due to the participant (whether due hereunder or otherwise), any federal, state or local taxes of any kind or any other amounts required by law to be withheld with respect to the grant, vesting, or settlement of an award.

(d)Additional Conditions. In the agreements evidencing awards or otherwise, the Committee may impose such other and additional terms, conditions and restrictions upon the award as it, in its discretion, deems appropriate.

8. MISCELLANEOUS

(a) No Right to Receive Award. Nothing in the 2022 Plan shall be construed to give any employee of the Company any right to receive an award under the 2022 Plan.

(b) Adjustments. If (i) the Company shall at any time be involved in a merger or other transaction in which the shares of Common Stock are changed or exchanged, (ii) the Company shall subdivide or combine the shares of Common Stock or the Company shall declare a stock dividend, (iii) the Company shall effect a cash dividend the amount of which, on a per share basis, exceeds ten percent (10%) of the fair market value of a share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution in the form of cash, or a repurchase of shares, that the Board of Directors determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the shares; or (iv) any other event shall occur, which, in the case of this clause (iv), in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2022 Plan, then the Company shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2022 Plan, adjust any or all of the number and type of shares subject to this 2022 Plan under Section 2, the number and type of shares subject to outstanding awards, and the performance goals of an award. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding award in exchange for the cancellation of all or a portion of the award (without the consent of the holder of an award) in an amount determined by the Committee.

(b) Additional Shares Received With Respect to Restricted Stock. Any shares of Common Stock or other securities of the Company received by an employee as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to shares of Common Stock received pursuant to an award hereunderRestricted Stock shall have the same status, be subject to the same restrictions and bear the same legend, if any, as the shares received pursuant to the original award.

(c) Certificates or book entries evidencing Shares. Shares of Restricted Stock granted under the 2022 Plan shall be evidenced by certificates or book entries evidencing such shares in the books of the Company (or, as applicable, its transfer agent). Certificates or book entries evidencing shares of Restricted Stock shall be registered in the name of the participant, shall include an appropriate legend referring to the terms, conditions, and restrictions applicable to such shares and the Company may, in its sole discretion, retain physical possession of the certificate in escrow until all restrictions have been lifted or requirements met.

(dc) No Effect on Employment Rights. Nothing in the 2022 Plan or in the instruments evidencing the grant of an award hereunder shall in any manner be construed to limit in any way the right of the Company or a subsidiary to terminate an employee's employment at any time, or give any right to an employee to remain employed by the Company.

(ed) Governing Law. All provisions of the 2022 Plan shall be construed in accordance with the laws of Florida except to the extent preempted by federal law.

(fe) No Restriction on Corporate Action. Nothing contained in the 2022 Plan shall be construed to prevent the Company or any subsidiary from taking any corporate action that is deemed by the Company or such subsidiary to be appropriate or in the best interest, whether or not such action would have an adverse effect on the 2022 Plan or any shares of Common Stock granted under the 2022 Plan. No employee, non-employee director, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action.

9. EFFECTIVE DATE OF 2022 PLAN

The 2022 Plan shall becomeoriginally became effective whenon July 28, 2022, which is the date on which is was approved by the Shareholders of the Company.  This 2022 Plan is an amendment and restatement of the originally adopted plan, and such amendment and restatement was adopted and approved by the Board of Directors of the Company on June ____, 2023.

10. AMENDMENTS

The Committee may amend or terminate the 2022 Plan without shareholder approval unless shareholder approval is required by any federal or state law or regulation or the rules of The Nasdaq Stock Market. The Committee shall not have the right to amend the 2022 Plan to:

(ia) except as provided in paragraph 8(b) of the 2022 Plan, increase the maximum number of shares reserved for purposes of the 2022 Plan;

(iib) extend the duration of the 2022 Plan; or

(iiic) materially increase the benefits accruing to participants under the 2022 Plan.

Any amendment or alteration to the 2022 Plan which impairs the rights of any participant during the Restriction Periodwith respect to an outstanding award is not effective unless written or electronic consent from the participant is obtained.

The Committee may modify, amend or cancel any award granted under the 2022 Plan; provided that, except as otherwise expressly provided in the 2022 Plan or the award agreement, any modification or amendment that materially diminishes the rights of a participant in the 2022 Plan or the cancellation of an award shall be effective only if agreed to by the participant, but the Committee need not obtain participant consent for the modification, amendment or cancellation of an award as follows: (A) to the extent the Committee deems such action necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Company’s shares are then traded; (B) to the extent the Committee deems necessary to preserve favorable accounting or tax treatment of any award for the Company; or (C) to the extent the Committee determines that such action does not materially and adversely affect the value of an award or that such action is in the best interest of the affected participant (or any other person(s) as may then have an interest. Notwithstanding the foregoing, unless determined otherwise by the Committee, any such amendment shall be made in a manner that will enable an award intended to be exempt from Code Section 409A (as defined below) to continue to be so exempt, or to enable an award intended to comply with Code Section 409A to continue to so comply.

11. DURATION AND TERMINATION

This 2022 Plan shall terminate on, and no further stock shall be awardedawards may be granted hereunder, after, July ___28, 2032. In addition, the Committee may terminate the 2022 Plan at any time prior thereto. The termination of this 2022 Plan shall not, however, affect any restriction previously imposed or restricted stock awarded pursuant to this 2022 Planthe validity or terms and conditions of any award properly granted hereunder before the date of termination.

12. COMPLIANCE WITH SECTION 16(B) AND CODE SECTION 409A

The 2022 Plan is intended to comply with all applicable conditions of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. All transactions involving the Company's executive officers are subject to such conditions, regardless of whether the conditions are expressly set forth in the 2022 Plan. Any provision of the 2022 Plan that is contrary to a condition of Rule 16b-3 shall not apply to executive officers of the Company. Any award granted under the 2022 Plan shall be provided or made in such manner and at such time as to either make the award exempt from, or comply with, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), to avoid a plan failure described in Code Section 409A, and the provisions of Code Section 409A are incorporated into the 2022 Plan to the extent necessary for any award that is subject to Code Section 409A to comply therewith. For purposes of an award that is subject to Code Section 409A, if a participant’s termination of employment or service triggers the payment of compensation under such award, then the participant will be deemed to have terminated employment or service upon his or her “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in the 2022 Plan or an award to the contrary, if any participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required to avoid the imposition of additional taxes under Code Section 409A, any payment made to the participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.

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EX-10.3

Exhibit 10.3

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO

PETMED EXPRESS, INC. 2022 EMPLOYEE EQUITY COMPENSATION PLAN

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made this ___ day of ____, 202_ by and between _______________ (the "Participant") and PetMed Express, Inc., a Florida corporation, on behalf of itself, its subsidiaries and affiliates (collectively, the "Company") pursuant to the Company's 2022 Employee Equity Compensation Plan (the "2022 Plan").

WHEREAS, the Company desires to award the Participant restricted stock units representing the right to receive shares of the Company’s common stock, subject to the terms and conditions as hereinafter provided, in accordance with the provisions of the 2022 Plan, the terms of which are incorporated by reference herein, and a copy of the 2022 Plan is being provided to the Participant herewith.

NOW THEREFORE, in consideration of the foregoing and the mutual undertakings herein contained, the parties hereto agree as follows:

1. Grant of Restricted Stock Units. In accordance with the terms of the 2022 Plan and subject to the further terms, conditions and restrictions contained in this Agreement, the Company hereby grants to the Participant _______ restricted stock units (the "Restricted Stock Units"), each of which represents the right to receive one share of the Company's common stock, par value $.001 per share (the "Common Stock") upon vesting as described herein.

2. Adjustments. In the event of any change in the outstanding Common Stock by reason of a stock dividend or distribution, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like, the Committee shall make equitable adjustments in the Restricted Stock Units corresponding to adjustments made by the Committee in the number and class of shares of Common Stock which may be issued under the 2022 Plan. The adjusted award shall be subject to the same terms, conditions, and restrictions as described herein.

3. No Transfer. The Restricted Stock Units may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered or disposed of.

4. Vesting and Forfeiture. (a) Except as provided in subsection (b) below or in the Plan, the Restricted Stock Units granted under this Agreement shall vest ratably on each of the below indicated dates in accordance with the schedule below, provided that the Participant is continuously employed by, or in the service of, the Company through the applicable vesting date:

Restricted Stock Units Vesting Date(s)

(b) In the event that a Participant's employment with the Company terminates as a result of his or her death or Disability (as defined in the 2022 Plan), then the Restricted Stock Units shall become fully vested as of the date of the Participant’s termination.

(c) For clarity, if the Participant’s employment with the Company terminates for any reason other than his or her death or Disability, then (except as otherwise provided in the 2022 Plan), any Restricted Stock Units that are unvested as of the date of the Participant’s termination shall be forfeited and no payment will be due thereunder.

(d) Notwithstanding the terms of Section 7(b) of the Plan, the Restricted Stock Units granted under this Agreement will not vest (and the Restriction Period and restrictions imposed thereon shall not terminate) upon a Change of Control unless the Board or Committee, in connection with such Change of Control, expressly provides for the vesting of such Restricted Stock Units.

5. Settlement. Upon vesting, the Company shall, as soon as practicable thereafter (but in no event later than the 15th day of the third month following the end of the fiscal year in which vesting occurs), deliver to the Participant, or to the Participant's personal representative, a number of shares of Common Stock equal to the number of Restricted Stock Units that vested in either certificate or electronic form.

1

6. Shareholder Rights. The Participant will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Restricted Stock Units (including with respect to voting or dividends) unless and until a certificate for shares of Common Stock is issued upon vesting of the Restricted Stock Units.

7. Withholding Requirements. The Company shall have the right to withhold from sums due to the Participant, or to require the Participant to remit to the Company, an amount sufficient to satisfy any Federal, state or local withholding tax requirements associated with the grant, vesting or settlement of the Restricted Stock Units.In addition, upon the Participant’s request and subject to approval by the Committee, and compliance with any applicable legal conditions or restrictions, the Committee may determine in its sole discretion that Participant may satisfy Participant’s personal income tax obligation (at a percentage rate greater than the tax withholding obligation of the Company) by electing to have the Company withhold from the shares of Common Stock to be issued to Participant upon settlement of the Restricted Stock Units or pay the tax obligation of Participant from the sales proceeds pursuant to a broker-assisted “same day sale”, or “sell to cover” transaction, for that number of shares having a fair market value equal to the amount Participant elects to be withheld. For this purpose, the fair market value of the shares of Common Stock to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). All elections by Participant to have shares withheld to satisfy Participant’s personal income tax withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the portion of the award as to which the election is made; and (c) all elections shall be subject to the consent or disapproval of the Committee.

8. Effect of Employment. Nothing contained in this Agreement shall confer upon the Participant the right to continue in the employment of the Company or affect any right which the Company may have to terminate the employment of the Participant.

9. Amendment. This Agreement may not be amended or modified except with the consent of the Committee and by a written instrument duly executed by the Participant and the Company, except as may be permitted by the Plan.

10. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns. Participant acknowledges receipt of a copy of the 2022 Plan, which is annexed hereto, represents that he or she is familiar with the terms and provisions thereof and accepts the award of Restricted Stock Units hereunder subject to all of the terms and conditions thereof and of this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions arising under the 2022 Plan or this Agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Company and the Participant have each executed and delivered this Agreement as of the date first above written.

COMPANY:

__________________________________

______________[name and title]

PARTICIPANT:

___________________________

______________[name]

3

EX-10.4

Exhibit 10.4

PERFORMANCE STOCK UNIT AGREEMENT PURSUANT TO

PETMED EXPRESS, INC. 2022 EMPLOYEE EQUITY COMPENSATION PLAN

THIS PERFORMANCE STOCK UNIT AGREEMENT (“Agreement”) is made this ___ day of ____, 202_ by and between _______________ (the "Participant") and PetMed Express, Inc., a Florida corporation, on behalf of itself, its subsidiaries and affiliates (collectively, the "Company") pursuant to the Company's 2022 Employee Equity Compensation Plan (the "2022 Plan").

WHEREAS, the Company desires to award the Participant performance stock units representing the right to receive shares of the Company’s common stock upon the achievement of performance goals, subject to the terms and conditions as hereinafter provided, in accordance with the provisions of the 2022 Plan, the terms of which are incorporated by reference herein, and a copy of the 2022 Plan is being provided to the Participant herewith.

NOW THEREFORE, in consideration of the foregoing and the mutual undertakings herein contained, the parties hereto agree as follows:

1. Grant of Performance Stock Units. In accordance with the terms of the 2022 Plan and subject to the further terms, conditions and restrictions contained in this Agreement, the Company hereby grants to the Participant _______ performance stock units (the "Performance Stock Units"), each of which represents the right to receive one share of the Company's common stock, par value $.001 per share (the "Common Stock") upon vesting as described herein.

2. Adjustments. In the event of any change in the outstanding Common Stock by reason of a stock dividend or distribution, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like, the Committee shall make equitable adjustments in the Performance Stock Units corresponding to adjustments made by the Committee in the number and class of shares of Common Stock which may be issued under the 2022 Plan. The adjusted award shall be subject to the same terms, conditions, and restrictions as described herein.

3. No Transfer. The Performance Stock Units may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered or disposed of.

4. Vesting and Forfeiture. (a) Except as provided in subsection (b) below or in the Plan, the Performance Stock Units granted under this Agreement shall vest on ____________, provided that:

•[insert performance goal]; and

•the Participant is continuously employed by, or in the service of, the Company on the vesting date.

(b) In the event that a Participant's employment with the Company terminates as a result of his or her death or Disability (as defined in the 2022 Plan), then the Performance Stock Units shall become fully vested as of the date of the Participant’s termination.

(c) For clarity, if the Participant’s employment with the Company terminates for any reason other than his or her death or Disability, then (except as otherwise provided in the 2022 Plan), any Performance Stock Units that are unvested as of the date of the Participant’s termination shall be forfeited and no payment will be due thereunder.

(d) Notwithstanding the terms of Section 7(b) of the Plan, the Performance Stock Units granted under this Agreement will not vest upon a Change of Control unless the Board or Committee, in connection with such Change of Control, expressly provides for the vesting of such Performance Stock Units.

5. Settlement. Upon vesting, the Company shall, as soon as practicable thereafter (but in no event later than the 15th day of the third month following the end of the fiscal year in which vesting occurs), deliver to the Participant, or to the Participant's personal representative, a number of shares of Common Stock equal to the number of Restricted Stock Units that vested in either certificate or electronic form.

1

6. Shareholder Rights. The Participant will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Performance Stock Units (including with respect to voting or dividends) unless and until a certificate for shares of Common Stock is issued upon vesting of the Performance Stock Units.

7. Withholding Requirements. The Company shall have the right to withhold from sums due to the Participant, or to require the Participant to remit to the Company, an amount sufficient to satisfy any Federal, state or local withholding tax requirements associated with the grant, vesting or settlement of the Performance Stock Units. In addition, upon the Participant’s request and subject to approval by the Committee, and compliance with any applicable legal conditions or restrictions, the Committee may determine in its sole discretion that Participant may satisfy Participant’s personal income tax obligation (at a percentage rate greater than the tax withholding obligation of the Company) by electing to have the Company withhold from the shares of Common Stock to be issued to Participant upon settlement of the Performance Stock Units or pay the tax obligation of Participant from the sales proceeds pursuant to a broker-assisted “same day sale”, or “sell to cover” transaction, for that number of shares having a fair market value equal to the amount Participant elects to be withheld. For this purpose, the fair market value of the shares of Common Stock to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). All elections by Participant to have shares withheld to satisfy Participant’s personal income tax withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the portion of the award as to which the election is made; and (c) all elections shall be subject to the consent or disapproval of the Committee.

8. Effect of Employment. Nothing contained in this Agreement shall confer upon the Participant the right to continue in the employment of the Company or affect any right which the Company may have to terminate the employment of the Participant.

9. Amendment. This Agreement may not be amended or modified except with the consent of the Committee and by a written instrument duly executed by the Participant and the Company, except as may be permitted by the Plan.

10. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns. Participant acknowledges receipt of a copy of the 2022 Plan, which is annexed hereto, represents that he or she is familiar with the terms and provisions thereof and accepts the award of Performance Stock Units hereunder subject to all of the terms and conditions thereof and of this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions arising under the 2022 Plan or this Agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Company and the Participant have each executed and delivered this Agreement as of the date first above written.

COMPANY:

__________________________________

______________[name and title]

PARTICIPANT:

___________________________

______________[name]

3

EX-10.5

Exhibit 10.5

PETMED EXPRESS, INC.
2015 OUTSIDE DIRECTOR EQUITY COMPENSATION PLAN

(amending and restating the PetMed Express, Inc.
2015 Outside Director Equity Compensation Restricted Stock Plan)

1. PURPOSE OF PLAN 

     The PetMed Express, Inc. 2015 Outside Director Equity Compensation Plan, f/k/a the 2015 Outside Director Equity Compensation Restricted Stock Plan (the “2015 Plan”), is established by PetMed Express, Inc. (“PetMed” or the “Company”) to attract, retain and compensate highly qualified individuals who are not employees or affiliates of PetMed or any of its subsidiaries, to serve as members of the Company’s Board of Directors (the “Board of Directors”), and to enable them to increase their ownership of PetMed’s Common Stock, thereby increasing their proprietary interest in PetMed and their identification with the interests of PetMed’s stockholders. 

2. STOCK SUBJECT TO THE 2015 PLAN; TYPES OF AWARDS 

     The shares that may be awarded under the 2015 Plan (without payment by participants) shall be the common stock, par value $.001 per share, of the Company (“Common Stock”), and shall be authorized, but un-issued, shares.  The maximum number of shares of Common Stock that may be awarded hereunder (subject to any adjustments as provided below) shall not in the aggregate exceed 400,000 shares.  Shares of Common Stock forfeited as a result of a participant’s termination of service as a director or other conditions of the award not being met shall again become available for award under the 2015 Plan. The number of shares of Common Stock available for issuance under the 2015 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2015 Plan by an amount equal to ten percent (10%) of the total number of shares of Common Stock authorized under the 2015 Plan. 

The following types of awards may be granted under the 2015 Plan:

(a) Restricted Stock Award, which means a grant of shares of Common Stock that are subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer, which may lapse upon the completion of a period of service or satisfaction of other conditions (which may include the achievement of performance goals established by the Committee).

(b) Restricted Stock Units, which means the right to receive a share of Common Stock for each Restricted Stock Unit, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each

case upon completion of a period of service or satisfaction of other conditions (subject to any applicable deferral

election that may be authorized by the Company).

3. ADMINISTRATION 

     The 2015 Plan shall be administered by the Board of Directors (“Board”). The Board shall have the sole authority to (i) make grants of awards under the 2015 Plan; (ii) interpret the Plan and the instruments evidencing awards granted under the Plan; (iii) adopt, amend and rescind rules and regulations for the administration of the Plan; and (iv) administer the Plan and make all determinations in connection therewith which may be necessary or advisable, and all such actions of the Board shall be binding upon all participants.  Except to the extent otherwise determined by the Board, each person who is an Outside Director immediately following an annual meeting of Stockholders each year will automatically be granted a Restricted Stock Award of 7,500 shares of Common Stock (subject to change with Board approval), and the grant date with respect to each such Restricted Stock Awards will be the date on which the annual meeting of Stockholders is held.

4. ELIGIBILITY 

     Each “Outside Director” of PetMed shall be a participant in the Plan. For purposes of the Plan, an “Outside Director” is any member of PetMed’s Board of Directors who, as of the close of business on the date of the annual meeting of PetMed’s stockholders, meets the definition of “Non-Employee Director” as set forth in Rule 16b-3(b)(3)(i) adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 

The Board has the authority to determine when, and what type of, awards will be granted to Outside Directors, but unless the Board determines otherwise, annual Restricted Stock Award grants will be made to each person who is an Outside Director following each annual meeting of stockholders as set forth in Section 3 above.

As a condition of the grant of an award under the 2015 Plan, each Outside Director shall execute and deliver to the Company, including through electronic medium, an agreement evidencing the award, in form and substance satisfactory to the Board, reflecting the conditions and restrictions imposed upon the award.

5. TERMS OF RESTRICTED STOCK AWARDS 

(a) Rights with respect to Shares. A participant to whom an award of Restricted Stock has been made under the 2015 Plan will have all of the rights of a stockholder with respect to the shares of Common Stock so awarded, including, but not limited to, the right to receive, subject to the following sentence, such cash dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such shares at any meeting of the Company’s stockholders. As a condition to the grant of the award under the 2015 Plan, and without limiting the provisions of Section 5(c) hereof, dividends, if any, as may be declared on such shares of Common Stock shall be deposited into an escrow or similarly segregated account, and disbursement of such dividends to the participant will occur only upon the delivery of the shares of Common Stock to which such dividends relate, and in the event the shares of Common Stock to which such dividends relate are forfeited, the participant’s right to receive disbursement of such dividends will be forfeited and the amount of the dividends shall be returned to the Company. 

(b) Terms, Conditions and Restrictions.  In addition to such other terms, conditions and  restrictions (which may include performance conditions) as may be imposed by the Board and contained in the instrument under which awards of Restricted Stock are made pursuant to the 2015 Plan, (i) no Restricted Stock so awarded  shall be  restricted  for a period  (the “Restriction  Period”) of less than one year or more than ten years unless otherwise specified by the Board; and (ii) except as provided in paragraph (e) below, the recipient of the award shall serve as an outside director during the Restriction Period or otherwise forfeit all right, title and interest in and to the shares subject to such restrictions. 

(c) Transferability Restriction.  No share awarded under the 2015 Plan shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period applicable thereto. 

(d) Certificates; Stock Legend. Shares of Restricted Stock granted under the 2015 Plan shall be evidenced by certificates or book entries in the books of the Company (or, as applicable, its transfer agent). Certificates or book entries evidencing shares of Restricted Stock shall be registered in the name of the participant, shall include an appropriate legend referring to the terms, conditions, and restrictions applicable to such shares and the Company may, in its sole discretion, retain physical possession of the certificate in escrow until all restrictions have been lifted or requirements met. 

(e) Lapse of Restrictions.  The restrictions imposed under paragraph (a) above shall terminate with respect to the shares of Common Stock to which they apply on the earliest to occur of the following, unless otherwise specified by the Board: 

(i)the expiration of the Restriction Period and, if applicable, the satisfaction of any performance goals specified in the applicable award agreement;

(ii)the participant's total and permanent disability; or

(iii)the participant's death.

Certificates or book entries evidencing shares of Common Stock with respect to which restrictions have lapsed as provided above shall, upon lapse thereof, be released from escrow and delivered to the participant or, in the event of participant’s death, to participant’s personal representative.  Any stock legend referring to the restrictions imposed hereunder shall thereupon be removed. 

6. TERMS OF RESTRICTED STOCK UNITS

(a) Terms and Conditions. Subject to the terms of this 2015 Plan, the Board will determine all terms and conditions of each award of Restricted Stock Units, including but not limited to: (i) the number of Shares to which such Award relates; (ii) the length of the vesting or performance period and, if different, the date on which payment of the benefit provided under the award will be made; and (iii) whether to settle such awards in cash, in shares, or in a combination of cash and shares.

(b) No Stockholder Rights; Dividend Equivalents. Holders of Restricted Stock Units shall not have any rights as stockholders of the Company with respect to such awards (including no voting rights or rights to receive dividends) unless and until shares of Common Stock are issued upon settlement of such awards. However, the Board may, in its discretion, provide holders of Restricted Stock Units with the right to receive payment equal to the amount of dividends they would have received if their units had instead been outstanding shares, and such dividend equivalents will either, at the discretion of the Board, be (i) accumulated and paid, in cash or shares in the Board’s discretion, at the same time and to the same extent that the underlying Restricted Stock Unit award vests or (ii) reinvested in additional units that are subject to the same terms and conditions (including vesting and forfeiture) as the Restricted Stock Unit award to which the dividend equivalent relates. For clarity, in no event will a director receive a dividend equivalent payment unless, until and to the same extent as the underlying Restricted Stock Unit award vests and is paid.

 7. TERMS APPLICABLE TO ALL AWARDS

(a) Investment Representation. If the shares of Common Stock that have been awarded to a participant pursuant to the terms of the 2015 Plan are not registered under the Securities Act of 1933, as amended (the “Act”), pursuant to an exemption from registration , such participant shall be required to represent and agree in writing (i) that any shares of Common Stock acquired pursuant to the 2015 Plan will not be sold except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, and (ii) that such participant has acquired such shares of Common Stock for the participant’s own account and not with a view to the distribution thereof. 

(b) Change of Control of the Company. Upon the occurrence of a Change of Control, unless otherwise provided in an award agreement or specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Board shall determine otherwise before the Change of Control, any Restriction Period and restrictions imposed on Restricted Stock shall terminate, and all Restricted Stock Units shall immediately vest and be settled in accordance with the terms of the award agreement, in all cases as of immediately prior to the occurrence of the Change of Control. 

For purposes of the 2015 Plan, a “Change of Control” of the Company shall be deemed to have occurred if: 

     (i)  any person,  as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, becomes a beneficial owner (within the meaning of Rule 13d-3 under such Act) of 20% or more of the Company’s outstanding Common Stock; 

     (ii) within any 24 month period, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 7(b)(ii), and (B) was not designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 7(b)(iii); or

     (iii)  the Company is merged, consolidated or reorganized into or with, or sells all or substantially all of its assets to, another company or other entity, and immediately after such transaction less than 80% of the voting power of the then-outstanding securities of such company or other entity immediately after such transaction is held in the aggregate by holders of the Company’s Common Stock immediately before such transaction. 

     In addition, if the Company enters into an agreement or series of agreements or the Board adopts a resolution which results in the occurrence of any of the foregoing events, and the services of a participant is terminated after and as the sole result of the entering into of such agreement or series of agreements or the adoption of such resolution then, upon the occurrence of any of the events described  above, a Change of Control shall be deemed to have retroactively occurred on the date of entering  into of the earliest of such agreements or the adoption of such  resolution and the participant shall be entitled to the delivery as of such date of any forfeited Restricted Stock and payment with respect to any previously forfeited Restricted Stock Units as though such participant were still in the service of the Company on the date of the Change of Control.

(c) Additional Conditions. In the agreements evidencing awards or otherwise, the Board may impose such other and additional terms, conditions and restrictions upon the award as it, in its discretion, deems appropriate including, without limitation, that the Company shall have the right to deduct from payments of any kind due to the participant any federal, state or local taxes of any kind required by law to be withheld with respect to any award. 

8. MISCELLANEOUS 

(a) No Right to Receive Award.  Nothing in the 2015 Plan shall be construed to give any outside director any right to receive an award under the 2015 Plan. 

(b) Adjustments. If (i) the Company shall at any time be involved in a merger or other transaction in which the shares of Common Stock are changed or exchanged, (ii) the Company shall subdivide or combine the shares of Common Stock or the Company shall declare a stock dividend, (iii) the Company shall effect a cash dividend the amount of which, on a per share basis, exceeds ten percent (10%) of the fair market value of a share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution in the form of cash, or a repurchase of shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the shares; or (iv) any other event shall occur, which, in the case of this clause (iv), in the judgment of the Board necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2015 Plan, then the Company shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2015 Plan, adjust any or all of the number and type of shares subject to this 2015 Plan under Section 2, the number and type of

shares subject to outstanding awards, and the performance goals of an award. In any such case, the Board may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding award in exchange for the cancellation of all or a portion of the award (without the consent of the holder of an award) in an amount determined by the Board.

Any shares of Common Stock or other securities of the Company received by an outside director as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to shares of Restricted Stock received pursuant to an award hereunder shall have the same status, be subject to the same restrictions and bear the same legend, if any, as the shares received pursuant to the original award. 

(d) Governing Law.  All provisions of the 2015 Plan shall be construed in accordance with the laws of Florida except to the extent preempted by federal law. 

(e) No Restriction on Corporate Action.  Nothing contained in the 2015 Plan shall be construed to prevent the Company or any subsidiary from taking any corporate action that is deemed by the Company or such subsidiary to be appropriate or in the best interest, whether or not such action would have an adverse effect on the 2015 Plan or any shares of Common Stock granted under the 2015 Plan.  No employee, outside director, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action. 

9. EFFECTIVE DATE OF 2015 PLAN 

The 2015 Plan originally became effective on July 24, 2015, which is the date on which is was approved by the Shareholders of the Company. This 2015 Plan is an amendment and restatement of the originally adopted plan, and such amendment and restatement was adopted and approved by the Board of Directors of the Company on June ____, 2023.

10. AMENDMENTS 

The Board may amend or terminate the 2015 Plan without shareholder approval unless shareholder approval is required by any federal or state law or regulation or the rules of The Nasdaq Stock Market. The Board shall not have the right to amend the 2015 Plan to:

        (a)    except as provided in paragraph 8(b) of the 2015 Plan, increase the maximum number of shares reserved for purposes of the 2015 Plan;

        (b)   extend the duration of the 2015 Plan; or 

       (c)   materially increase the benefits accruing to participants under the 2015 Plan. 

Any amendment or alteration which impairs the rights of any participant with respect to an outstanding award is not effective unless written consent from the participant is obtained.

The Board may modify, amend or cancel any award granted under the 2015 Plan; provided that, except as otherwise expressly provided in the 2015 Plan or the award agreement, any modification or amendment that materially diminishes the rights of a participant in the 2015 Plan or the cancellation of an award shall be effective only if agreed to by the participant, but the Board need not obtain participant consent for the modification, amendment or cancellation of an award as follows: (A) to the extent the Board deems such action necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Company’s shares are then traded; (B) to the extent the Board deems necessary to preserve favorable accounting or tax treatment of any award for the Company; or (C) to the extent the Board determines that such action does not materially and adversely affect the value of an award or that such action is in the best interest of the affected participant (or any other person(s) as may then have an interest. Notwithstanding the foregoing, unless determined otherwise by the Board, any such amendment shall be made in a manner that will enable an award intended to be exempt from Code Section 409A (as defined below) to continue to be so exempt, or to enable an award intended to comply with Code Section 409A to continue to so comply.

11. DURATION AND TERMINATION

This 2015 Plan shall terminate on, and no further awards may be granted hereunder after, July 24, 2025. In addition, the Board may terminate the 2015 Plan at any time prior thereto.  The termination of this 2015 Plan shall not, however, affect the validity or terms and conditions of any award properly granted hereunder before the date of termination.

12. COMPLIANCE WITH SECTION 16(B) AND CODE SECTION 409A

The 2015 Plan is intended to comply with all applicable conditions of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.  All transactions involving the Company’s executive officers are subject to such conditions, regardless of whether the conditions are expressly set forth in the 2015 Plan.  Any provision of the 2015 Plan that is contrary to a condition of Rule 16b-3 shall not apply to executive officers of the Company. Any award granted under the 2015 Plan shall be provided or made in such manner and at such time as to either make the award exempt from, or comply with, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), to avoid a plan failure described in Code Section 409A, and the provisions of Code Section 409A are incorporated into the 2015 Plan to the extent necessary for any award that is subject to Code Section 409A to comply therewith. For purposes of an award that is subject to Code Section 409A, if a participant’s termination of service triggers the payment of compensation under such award, then the participant will be deemed to have terminated service upon his or her “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in the 2015 Plan or an award to the contrary, if any participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required to avoid the imposition of additional taxes under Code Section 409A, any payment made to the participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.

EX-10.6

Exhibit 10.6

PETMED EXPRESS, INC.
2015 OUTSIDE DIRECTOR EQUITY COMPENSATION
RESTRICTED STOCK PLAN PLAN
(amending and restating the PetMed Express, Inc.
2015 Outside Director Equity Compensation Restricted Stock Plan)

1. PURPOSE OF PLAN 

     The PetMed Express, Inc. 2015 Outside Director Equity Compensation Plan, f/k/a the 2015 Outside Director Equity Compensation Restricted Stock Award Plan (the “2015 Plan”), is established by PetMed Express, Inc. (“PetMed” or the “Company”) to attract, retain and compensate highly qualified individuals who are not employees or affiliates of PetMed or any of its subsidiaries, to serve as members of the Company’s Board of Directors (the “Board of Directors”), and to enable them to increase their ownership of PetMed’s Common Stock, thereby increasing their proprietary interest in PetMed and their identification with the interests of PetMed’s stockholders. 

2. STOCK SUBJECT TO THE 2015 PLAN; TYPES OF AWARDS

     The shares that may be awarded under the 2015 Plan (without payment by participants) shall be the common stock, par value $.001 per share, of the Company (“Common Stock”), and shall be authorized, but un-issued, shares.  The maximum number of shares of Common Stock that may be awarded hereunder (subject to any adjustments as provided below) shall not in the aggregate exceed 400,000 shares.  Shares of Common Stock forfeited as a result of a participant’s termination of service as a director or other conditions of the award not being met shall again become available for award under the 2015 Plan. The number of shares of Common Stock available for issuance under the 2015 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2015 Plan by an amount equal to ten percent (10%) of the total number of shares of Common Stock authorized under the 2015 Plan. 

The following types of awards may be granted under the 2015 Plan:

(a) Restricted Stock Award, which means a grant of shares of Common Stock that are subject to a risk of forfeiture or restrictions on transfer, or both a risk of forfeiture and restrictions on transfer, which may lapse upon the completion of a period of service or satisfaction of other conditions (which may include the achievement of performance goals established by the Committee).

(b) Restricted Stock Units, which means the right to receive a share of Common Stock for each Restricted Stock Unit, or a cash payment the value of which is equal to the fair market value of one share of Common Stock, in each

case upon completion of a period of service or satisfaction of other conditions (subject to any applicable deferral

election that may be authorized by the Company).

3. ADMINISTRATION 

     The 2015 Plan shall be administered by the Board of Directors (“Board”). The Board shall have the sole authority to (i) award shares of Common Stock (“Restricted Stock”)make grants of awards under the 2015 Plan; (ii) interpret the Plan,and the instruments evidencing the restrictions imposed upon shares of Common Stock with respect to which Restricted Stock Awards are awardedawards granted under the Plan; (iii) adopt, amend and rescind rules and regulations for the administration of the Plan; and (iv) administer the Plan and make all determinations in connection therewith which may be necessary or advisable, and all such actions of the Board shall be binding upon all participants.  Except to the extent otherwise determined by the Board, each person who is an Outside Director immediately following an annual meeting of Stockholders each year will automatically be granted a Restricted Stock Award of 7,500 shares of Common Stock (subject to change with Board approval), and the grant date with respect to each such Restricted Stock Awards will be the date on which the annual meeting of Stockholders is held.

(a) Initial Grants. Each person who is an Outside Director as of July 24, 2015 will automatically be granted, as of the date on which stockholder approval of the Plan is obtained, a Restricted Stock Award of 7,500 shares of Common Stock, and the Grant Date with respect to such initial Restricted Stock Awards will be the date on which stockholder approval of the Plan is obtained.

(b) Annual Grants. Thereafter, each person who is an Outside Director following an annual meeting of Stockholders each year will automatically be granted a Restricted Stock Award of 7,500 shares of Common Stock (subject to change with Board approval), and the Grant Date with respect to each such Restricted Stock Awards will be the date on which the award is granted.

4. ELIGIBILITY 

     Each “Outside Director” of PetMed shall be a participant in the Plan. For purposes of the Plan, an “Outside Director” is any member of PetMed’s Board of Directors who, as of the close of business on the date of the annual meeting of PetMed’s stockholders, meets the definition of “Non-Employee Director” as set forth in Rule 16b-3(b)(3)(i) adopted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 

The Board has the authority to determine when, and what type of, awards will be granted to Outside Directors, but unless the Board determines otherwise, annual Restricted Stock Award grants will be made to each person who is an Outside Director following each annual meeting of stockholders as set forth in Section 3 above.

As a condition of the grant of an award under the 2015 Plan, each Outside Director shall execute and deliver to the Company, including through electronic medium, an agreement evidencing the award, in form and substance satisfactory to the Board, reflecting the conditions and restrictions imposed upon the award.

5. RIGHTS WITH RESPECT TO SHARESTERMS OF RESTRICTED STOCK AWARDS

(a) Rights with respect to Shares. A participant to whom an award of Restricted Stock has been made under the 2015 Plan will have all of the rights of a stockholder with respect to the shares of Common Stock so awarded, including, but not limited to, the right to receive, subject to the following sentence, such cash dividends, if any, as may be declared on such shares from time to time and the right to vote (in person or by proxy) such shares at any meeting of the Company’s stockholders. As a condition to the grant of the award under the 2015 Plan, and without limiting the provisions of Section 75(bc) hereof, dividends, if any, as may be declared on such shares of Common Stock shall be deposited into an escrow or similarly segregated account, and disbursement of such dividends to the participant will occur only upon the delivery of the shares of Common Stock to which such dividends relate, and in the event the shares of Common Stock to which such dividends relate are forfeited, the participant’s right to receive disbursement of such dividends will be forfeited and the amount of the dividends shall be returned to the Company. 

 6. INVESTMENT REPRESENTATION 

If the shares of Common Stock underlying the Restricted Stock Award granted to a participant pursuant to the terms of the Plan are not registered under the Securities Act of 1933, as amended (the “Act”), pursuant to an exemption from registration , such participant shall be required to represent and agree in writing (i) that any shares of Common Stock acquired pursuant to the Plan will not be sold except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, and (ii) that such participant has acquired such shares of Common Stock for the participant’s own account and not with a view to the distribution thereof. 

7. RESTRICTIONS 

(ab) Terms, Conditions and Restrictions.  In addition to such other terms, conditions and  restrictions (which may include performance conditions) as may be imposed by the Board and contained in the instrument under which awards of CommonRestricted Stock are made pursuant to the 2015 Plan, (i) no Common Restricted Stock so awarded  shall be  restricted  for a period  (the “Restriction  Period”) of less than one year or more than ten years unless otherwise specified by the Board; and (ii) except as provided in paragraph (e) below, the recipient of the award shall serve as an outside director during the Restriction Period or otherwise forfeit all right, title and interest in and to the shares subject to such restrictions. 

(bc) Transferability Restriction.  No share awarded under the 2015 Plan shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period applicable thereto. 

(cd) AgreementsCertificates; Stock Legend. As a condition to the grant of an awardShares of Restricted Stock granted under the 2015 Plan, all outside directors shall execute and deliver to the Company an agreement in form and substance satisfactory to the Board reflecting the conditions and restrictions imposed upon the Common Stock awarded.  Certificates for shares of Common Stock delivered pursuant to such awards may, if the Board so determines, bear a shall be evidenced by certificates or book entries in the books of the Company (or, as applicable, its transfer agent). Certificates or book entries evidencing shares of Restricted Stock shall be registered in the name of the participant, shall include an appropriate legend referring to the terms, conditions, and restrictions and the instruments to which such awards are subject. applicable to such shares and the Company may, in its sole discretion, retain physical possession of the certificate in escrow until all restrictions have been lifted or requirements met. 

(d) Additional Conditions. In the agreements evidencing awards or otherwise, the Board may impose such other and additional terms, conditions and restrictions upon the award as it, in its discretion, deems appropriate including, without limitation, that the Company shall have the right to deduct from payments of any kind due to the participant any federal, state or local taxes of any kind required by law to be withheld with respect to the shares awarded. 

(e) Lapse of Restrictions.  The restrictions imposed under paragraph (a) above shall terminate with respect to the shares of Common Stock to which they apply on the earliest to occur of the following, unless otherwise specified by the Board: 

(i)the expiration of the Restriction Period and, if applicable, the satisfaction of any performance goals specified in the applicable award agreement;

(ii)the participant's total and permanent disability; or

(iii)the participant's death.

Certificates foror book entries evidencing shares of Common Stock with respect to which restrictions have lapsed as provided above shall, upon lapse thereof, be released from escrow and delivered to the participant or, in the event of participant’s death, to participant’s personal representative.  Any stock legend referring to the restrictions imposed hereunder shall thereupon be removed. 

6. TERMS OF RESTRICTED STOCK UNITS

(a) Terms and Conditions. Subject to the terms of this 2015 Plan, the Board will determine all terms and conditions of each award of Restricted Stock Units, including but not limited to: (i) the number of Shares to which such Award relates; (ii) the length of the vesting or performance period and, if different, the date on which payment of the benefit provided under the award will be made; and (iii) whether to settle such awards in cash, in shares, or in a combination of cash and shares.

(b) No Stockholder Rights; Dividend Equivalents. Holders of Restricted Stock Units shall not have any rights as stockholders of the Company with respect to such awards (including no voting rights or rights to receive dividends) unless and until shares of Common Stock are issued upon settlement of such awards. However, the Board may, in its discretion, provide holders of Restricted Stock Units with the right to receive payment equal to the amount of dividends they would have received if their units had instead been outstanding shares, and such dividend equivalents will either, at the discretion of the Board, be (i) accumulated and paid, in cash or shares in the Board’s discretion, at the same time and to the same extent that the underlying Restricted Stock Unit award vests or (ii) reinvested in additional units that are subject to the same terms and conditions (including vesting and forfeiture) as the Restricted Stock Unit award to which the dividend equivalent relates. For clarity, in no event will a director receive a dividend equivalent payment unless, until and to the same extent as the underlying Restricted Stock Unit award vests and is paid.

 7. TERMS APPLICABLE TO ALL AWARDS

(a) Investment Representation. If the shares of Common Stock that have been awarded to a participant pursuant to the terms of the 2015 Plan are not registered under the Securities Act of 1933, as amended (the “Act”), pursuant to an exemption from registration , such participant shall be required to represent and agree in writing (i) that any shares of Common Stock acquired pursuant to the 2015 Plan will not be sold except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, and (ii) that such participant has acquired such shares of Common Stock for the participant’s own account and not with a view to the distribution thereof. 

(fb) Change of Control of the Company. Upon the occurrence of a Change of Control, unless otherwise provided in an award agreement or specifically prohibited under applicable laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, or unless the Board shall determine otherwise before the Change of Control, any Restriction Period and restrictions imposed on Restricted Stock shall terminate, and all Restricted Stock Units shall immediately vest and be settled in accordance with the terms of the award agreement, in all cases as of immediately prior to the occurrence of the Change of Control. 

For purposes of the 2015 Plan, a “Change inof Control” of the Company shall be deemed to have occurred if: 

     (ai)  any person,  as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended, becomes a beneficial owner (within the meaning of Rule 13d-3 under such Act) of 20% or more of the Company’s outstanding Common Stock; 

     (b) there occurs within any period of two consecutive years any change in  the directors of the Company  such that the members of the Company’s Board of Directors prior to such change do not constitute a majority of the  directors after giving effect to all changes during such two-year period unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least  two-thirds of the directors then still in office who were directors at the beginning of the period; or 

     (ii) within any 24 month period, the persons who were directors of the Company immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 7(b)(ii), and (B) was not designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 7(b)(iii); or

     (ciii)  the Company is merged, consolidated or reorganized into or with, or sells all or substantially all of its assets to, another company or other entity, and immediately after such transaction less than 80% of the voting power of the then-outstanding securities of such company or other entity immediately after such transaction is held in the aggregate by holders of the Company’s Common Stock immediately before such transaction. 

     In addition, if the Company enters into an agreement or series of agreements or the Board of Directors of the Company adopts a resolution which results in the occurrence of any of the foregoing events, and the services of a participant is terminated after and as the sole result of the entering into of such agreement or series of agreements or the adoption of such resolution then, upon the occurrence of any of the events described  above, a Change inof Control shall be deemed to have retroactively occurred on the date of entering  into of the earliest of such agreements or the adoption of such  resolution and the participant shall be entitled to the delivery as of such date of any forfeited Restricted Stock and payment with respect to any previously forfeited Restricted Stock Units as though such participant were still in the service of the Company on the date of the Change of Control.

(c) Additional Conditions. In the agreements evidencing awards or otherwise, the Board may impose such other and additional terms, conditions and restrictions upon the award as it, in its discretion, deems appropriate including, without limitation, that the Company shall have the right to deduct from payments of any kind due to the participant any federal, state or local taxes of any kind required by law to be withheld with respect to any award. 

8. MISCELLANEOUS 

(a) No Right to Receive Award.  Nothing in the 2015 Plan shall be construed to give any outside director any right to receive an award under the 2015 Plan. 

(b) Adjustments. If (i) the Company shall at any time be involved in a merger or other transaction in which the shares of Common Stock are changed or exchanged, (ii) the Company shall subdivide or combine the shares of Common Stock or the Company shall declare a stock dividend, (iii) the Company shall effect a cash dividend the amount of which, on a per share basis, exceeds ten percent (10%) of the fair market value of a share at the time the dividend is declared, or the Company shall effect any other dividend or other distribution in the form of cash, or a repurchase of shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the shares; or (iv) any other event shall occur, which, in the case of this clause (iv), in the judgment of the Board necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2015 Plan, then the Company shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this 2015 Plan, adjust any or all of the number and type of shares subject to this 2015 Plan under Section 2, the number and type of shares subject to outstanding awards, and the performance goals of an award. In any such case, the Board may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding award in exchange for the cancellation of all or a portion of the award (without the consent of the holder of an award) in an amount determined by the Board.

(b) Additional Shares Received With Respect to Restricted Stock. Any shares of Common Stock or other securities of the Company received by an outside director as a stock dividend on, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to shares of CommonRestricted Stock received pursuant to an award hereunder shall have the same status, be subject to the same restrictions and bear the same legend, if any, as the shares received pursuant to the original award. 

(c) Certificates for Shares.  Shares of Restricted Stock granted under the 2015 Plan shall be evidenced by certificates. Certificates representing the Restricted Stock shall be registered in the name of the participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such shares and the Company shall retain physical possession of the certificate in escrow until all restrictions have been lifted or requirements met. 

(d) Governing Law.  All provisions of the 2015 Plan shall be construed in accordance with the laws of Florida except to the extent preempted by federal law. 

(e) No Restriction on Corporate Action.  Nothing contained in the 2015 Plan shall be construed to prevent the Company or any subsidiary from taking any corporate action that is deemed by the Company or such subsidiary to be appropriate or in the best interest, whether or not such action would have an adverse effect on the 2015 Plan or any shares of Common Stock granted under the 2015 Plan.  No employee, outside director, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action. 

9. EFFECTIVE DATE OF 2015 PLAN 

The 2015 Plan shall becomeoriginally became effective whenon July 24, 2015, which is the date on which is was approved by the Shareholders of the Company. This 2015 Plan is an amendment and restatement of the originally adopted plan, and such amendment and restatement was adopted and approved by the Board of Directors of the Company on June ____, 2023.

10. AMENDMENTS 

The Board may amend or terminate the 2015 Plan without shareholder approval unless shareholder approval is required by any federal or state law or regulation or the rules of The Nasdaq Stock Market. The Board shall not have the right to amend the 2015 Plan to:

        (ia)    except as provided in paragraph 8(b) of the 2015 Plan, increase the maximum number of shares reserved for purposes of the 2015 Plan;

        (iib)   extend the duration of the 2015 Plan; or 

       (iiic)   materially increase the benefits accruing to participants under the 2015 Plan. 

Any amendment or alteration which impairs the rights of any participant during the Restriction Periodwith respect to an outstanding award is not effective unless written consent from the participant is obtained.

The Board may modify, amend or cancel any award granted under the 2015 Plan; provided that, except as otherwise expressly provided in the 2015 Plan or the award agreement, any modification or amendment that materially diminishes the rights of a participant in the 2015 Plan or the cancellation of an award shall be effective only if agreed to by the participant, but the Board need not obtain participant consent for the modification, amendment or cancellation of an award as follows: (A) to the extent the Board deems such action necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Company’s shares are then traded; (B) to the extent the Board deems necessary to preserve favorable accounting or tax treatment of any award for the Company; or (C) to the extent the Board determines that such action does not materially and adversely affect the value of an award or that such action is in the best interest of the affected participant (or any other person(s) as may then have an interest. Notwithstanding the foregoing, unless determined otherwise by the Board, any such amendment shall be made in a manner that will enable an award intended to be exempt from Code Section 409A (as defined below) to continue to be so exempt, or to enable an award intended to comply with Code Section 409A to continue to so comply.

11. DURATION AND TERMINATION 

This 2015 Plan shall terminate on, and no further stock shall be awardedawards may be granted hereunder, after, July 24, 2025. In addition, the Board may terminate the 2015 Plan at any time prior thereto.  The termination of this 2015 Plan shall not, however, affect any restriction previously imposed or restricted stock awarded pursuant to this 2015 Planthe validity or terms and conditions of any award properly granted hereunder before the date of termination.

12. COMPLIANCE WITH SECTION 16(B) AND CODE SECTION 409A

The 2015 Plan is intended to comply with all applicable conditions of Rule 16b-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.  All transactions involving the Company’s executive officers are subject to such conditions, regardless of whether the conditions are expressly set forth in the 2015 Plan.  Any provision of the 2015 Plan that is contrary to a condition of Rule 16b-3 shall not apply to executive officers of the Company. Any award granted under the 2015 Plan shall be provided or made in such manner and at such time as to either make the award exempt from, or comply with, the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), to avoid a plan failure described in Code Section 409A, and the provisions of Code Section 409A are incorporated into the 2015 Plan to the extent necessary for any award that is subject to Code Section 409A to comply therewith. For purposes of an award that is subject to Code Section 409A, if a participant’s termination of service triggers the payment of compensation under such award, then the participant will be deemed to have terminated service upon his or her “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in the 2015 Plan or an award to the contrary, if any participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required to avoid the imposition of additional taxes under Code Section 409A, any payment made to the participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.

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Modified filename: PetMed -2015 Outside Director Equity Compensation Plan (as amended and restated) 4854-8839-6905 v.6.docx
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EX-10.7

Exhibit 10.7

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO

PETMED EXPRESS, INC. 2015 DIRECTOR EQUITY COMPENSATION PLAN

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made this ___ day of ____, 202_ by and between _______________ (the "Director") and PetMed Express, Inc., a Florida corporation, on behalf of itself, its subsidiaries and affiliates (collectively, the "Company") pursuant to the Company's 2015 Director Equity Compensation Plan (the "2015 Plan").

WHEREAS, the Company desires to award the Director restricted stock units representing the right to receive shares of the Company’s common stock, subject to the terms and conditions as hereinafter provided, in accordance with the provisions of the 2015 Plan, the terms of which are incorporated by reference herein, and a copy of the 2015 Plan is being provided to the Director herewith.

NOW THEREFORE, in consideration of the foregoing and the mutual undertakings herein contained, the parties hereto agree as follows:

1. Grant of Restricted Stock Units. In accordance with the terms of the 2015 Plan and subject to the further terms, conditions and restrictions contained in this Agreement, the Company hereby grants to the Director _______ restricted stock units (the "Restricted Stock Units"), each of which represents the right to receive one share of the Company's common stock, par value $.001 per share (the "Common Stock") upon vesting as described herein.

2. Adjustments. In the event of any change in the outstanding Common Stock by reason of a stock dividend or distribution, recapitalization, merger, consolidation, split-up, combination, exchange of shares or the like, the Committee shall make equitable adjustments in the Restricted Stock Units corresponding to adjustments made by the Committee in the number and class of shares of Common Stock which may be issued under the 2015 Plan. The adjusted award shall be subject to the same terms, conditions, and restrictions as described herein.

3. No Transfer. The Restricted Stock Units may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered or disposed of.

4. Vesting and Forfeiture. (a) Except as provided in subsection (b) below or in the Plan, the Restricted Stock Units granted under this Agreement shall vest ratably on each of the below indicated dates in accordance with the schedule below, provided that the Director is continuously employed by, or in the service of, the Company through the applicable vesting date:

Restricted Stock Units Vesting Date(s)

(b) In the event that a Director's service as an outside director terminates as a result of his or her death or total and permanent disability, then the Restricted Stock Units shall become fully vested as of the date of the Director’s termination of service.

(c) For clarity, if the Director’s service terminates for any reason other than his or her death or disability, then (except as otherwise provided in the 2015 Plan), any Restricted Stock Units that are unvested as of the date of the Director’s termination shall be forfeited and no payment will be due thereunder.

(d) Upon a Change of Control, the Restricted Stock Units granted under this Agreement will vest in accordance with Section 7(b) of the 2015 Plan.

5. Settlement. Upon vesting, the Company shall, as soon as practicable thereafter (but in no event later than the 15th day of the third month following the end of the fiscal year in which vesting occurs), deliver to the Director, or to the Director's personal representative, a number of shares of Common Stock equal to the number of Restricted Stock Units that vested in either certificate or electronic form.

6. Shareholder Rights. The Director will not be deemed for any purposes to be a stockholder of the Company with respect to any of the Restricted Stock Units (including with respect to voting or dividends)

1

unless and until a certificate for shares of Common Stock is issued upon vesting of the Restricted Stock Units.

7. Tax Matters. Director shall be responsible for satisfying any Federal, state or local withholding tax requirements associated with the grant, vesting or settlement of the Restricted Stock Units.

8. Effect of Employment. Nothing contained in this Agreement shall confer upon the Director the right to continue as an Outside Director.

9. Amendment. This Agreement may not be amended or modified except with the consent of the Committee and by a written instrument duly executed by the Director and the Company, except as may be permitted by the 2015 Plan.

10. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns. Director acknowledges receipt of a copy of the 2015 Plan, which is annexed hereto, represents that he or she is familiar with the terms and provisions thereof and accepts the award of Restricted Stock Units hereunder subject to all of the terms and conditions thereof and of this Agreement. Director hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions arising under the 2015 Plan or this Agreement.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the Company and the Director have each executed and delivered this Agreement as of the date first above written.

COMPANY:

__________________________________

______________[name and title]

DIRECTOR:

___________________________

______________[name]

3

XML

Cover	May 16, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 15, 2023
Entity Registrant Name	PetMed Express, Inc.
Entity Incorporation, State or Country Code	FL
Entity File Number	000-28827
Entity Tax Identification Number	65-0680967
Entity Address, Address Line One	420 South Congress Avenue
Entity Address, City or Town	Delray Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33445
City Area Code	561
Local Phone Number	526-4444
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	PETS
Entity Emerging Growth Company	false
Entity Central Index Key	0001040130
Amendment Flag	false
Security Exchange Name	NASDAQ