Performance Stock Units. The Company shall grant Executive an award of 150,000 performance stock units (“PSUs”). Each PSU shall entitle Executive to be issued one share of Company common stock upon vesting, provided, that any PSUs that have not vested as of the tenth (10th) anniversary of the date of grant shall thereupon terminate. One-third (1/3rd) of the PSUs shall vest upon the earlier to occur of # the date on which the Company’s common stock attains an average trading price of at least $36.875 per share as measured by a trailing 30-day volume-weighted average price (VWAP) or # a Change in Control (as defined in the Plan) of the Company with aggregate proceeds payable to the holders of Company common stock equal to at least $36.875 per share, as determined by the Board, in each case, subject to adjustment in the event of an equity restructuring (such as a stock split) and subject to Executive’s continued employment with the Company through the applicable vesting date. The remaining two-thirds (2/3rds) of the PSUs shall vest upon the earlier to occur of # the date on which the Company attains a market capitalization of at least $2.5 billion as measured based on the trailing 30 day volume-weighted average price (VWAP) of Company common stock or # a Change in Control of the Company with aggregate proceeds payable to holders of Company common stock of at least $2.5 billion, as determined by the Board, in each case, subject to Executive’s continued employment with the Company through the applicable vesting date.

Grant of Performance Stock Units. The Company hereby grants to the Grantee an award of Performance Stock Units (the “Performance Stock Units”) in an amount of the Target Award, as set forth in the Summary of Grant, subject to the vesting and other terms and conditions of this Agreement.

Terms of Stock Units. The Units granted under this Agreement are subject to the following terms, conditions and restrictions:

Petco Health and Wellness Company, Inc. (the “Company”) has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of performance stock units (the “Award” or “PSUs”) specified in the Grant Notice, with each Earned PSU representing the right to receive one share of Common Stock. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

Performance Stock Units. The Company may grant to Executive performance stock units (“PSUs”) pursuant to the Incentive Plan. All PSUs are subject to and conditioned on approval of the grant and its terms by the Board. All granted PSUs shall vest as provided in the applicable PSU grant notice and grant agreement (“PSU Agreement”). All PSUs shall be subject to the terms and conditions of the Incentive Plan and a PSU Agreement in a form prescribed by the Company, which Executive must sign as a condition to receiving the PSUs.

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable until the end of the Restriction Period as set forth in the Grant Notice (the “Restriction Period Termination Date”), unless otherwise provided under these Standard Terms and Conditions and, for the avoidance of doubt, specifically subject to Section 3 hereof. After the end of the Restriction Period, subject to your continued employment with the Company through the Restriction Period Termination Date and to termination or acceleration as provided in these Standard Terms and Conditions, the Plan, the Long Term Plan and, if applicable, the Severance Policy, and to the extent certified by the Committee as described below, the Award (including related Dividend Equivalent Payments) shall become vested as of the Restriction Period Termination Date with respect to that number of Stock Units determined by the Committee to be paid pursuant to the Award. Unless the Committee shall determine otherwise, a period in which you are on a leave of absence during the Restriction Period in accordance with a leave of absence policy adopted by the Company shall count toward satisfaction of the Restriction Period.

Petco Health and Wellness Company, Inc. (the “Company”) has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of performance stock units (the “Award” or “PSUs”) specified in the Grant Notice, with each Earned PSU representing the right to receive one share of Common Stock. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

Union Pacific Corporation, a Utah corporation (the “Company”), has granted to you an award of a target number of performance stock units that may be earned at between 0% and 200% of the specified target level (the “Award” or the “Stock Units”) specified in the Grant Notice. Each Stock Unit represents the right to receive # one share of the Company’s common stock, $2.50 par value per share (the “Common Stock”) and # a payment in cash equal to the amount of dividends that would have been payable on one share of Common Stock had you owned such Common Stock from the Grant Date specified in the Grant Notice through the payment date for such Stock Units (“Dividend Equivalent Payments”), in each case to the extent that the applicable Performance Criteria described below have been satisfied. The Award is subject to the terms and conditions set forth in the Grant Notice, these Standard Terms and Conditions, the Plan, the Long Term Plan and, if applicable, the Severance Policy and the Policy for Recoupment of Incentive Compensation, each as amended from time to time.

Restricted Stock Units and Performance Stock Units. Upon approval by the Board of Directors of the Company, you will be granted 27,500 Restricted Stock Units (RSUs) and 27,500 Performance Stock Units (PSUs). The RSUs will vest over four years at 25% per year, starting on the first anniversary of the last day of the month in which the grant date occurs, provided that, there has not been a termination of Continuous Service (as defined in the Company’s 2016 Equity Incentive Plan) as of each such date. The PSUs will vest according to the PSU vesting schedule included as Exhibit A to this Offer Letter. In the event of a Change in Control (as defined in the 2016 Equity Incentive Plan), then the vesting of your RSUs and PSUs shall accelerate as follows: i) for the percentage of shares equal to the number of months of full-time employment as of the date of a change of control divided by forty eight (i.e., number of months of employment divided by 48), as well as, ii) the additional amount of 50% of all of your unvested (as of the date of a Change of Control after the acceleration granted in # above) RSUs and PSUs shall vest in full. In the event the acquirer or successor party does not assume or convert 100% of your remaining unvested shares after accelerated vesting in [(i) and (ii) above] as part of the Change of Control or does not offer equivalently valued new equity incentives to you, then 100% of your remaining unvested RSUs and PSUs will vest in full immediately prior to consummation of the Change of Control.

Restricted Stock Units and Performance Stock Units. Upon approval by the Board of Directors of the Company, you will be granted 50,000 Restricted Stock Units (RSUs) and 50,000 Performance Stock Units (PSUs). The RSUs will vest over four years at 25% per year, starting on the first anniversary of the last day of the month in which the grant date occurs, provided that, there has not been a termination of Continuous Service (as defined in the Company’s 2016 Equity Incentive Plan) as of each such date. The PSUs will vest according to the PSU vesting schedule included as Exhibit A to this Offer Letter. In the event of a Change in Control (as defined in the 2016 Equity Incentive Plan), then the vesting of your RSUs and PSUs shall accelerate as follows: i) for the percentage of shares equal to the number of months of full-time employment as of the date of a change of control divided by forty eight (i.e., number of months of employment divided by 48), as well as, ii) the additional amount of 50% of all of your unvested (as of the date of a Change of Control after the acceleration granted in # above) RSUs and PSUs shall vest in full. In the event the acquirer or successor party does not assume or convert 100% of your remaining unvested shares after accelerated vesting in [(i) and (ii) above] as part of the Change of Control or does not offer equivalently valued new equity incentives to you, then 100% of your remaining unvested RSUs and PSUs will vest in full immediately prior to consummation of the Change of Control.