Amended Employment Agreement - David L. Horton

Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
among
DAVID L. HORTON,
DOANE PET CARE COMPANY,
and
DOANE PET CARE ENTERPRISES, INC. A. This Amended And Restated Employment Agreement (this " Agreement" ), dated as of October 24, 2005, is made among Doane Pet Care Company , a Delaware corporation (the " Company" ), Doane Pet Care Enterprises, Inc. , a Delaware corporation (" Parent" ), and David L. Horton (the " Employee" ). Upon the terms and subject to the conditions set forth herein, this Agreement is made with reference to the facts and objectives set forth in the following Recitals, which shall constitute a part of this Agreement. (Capitalized terms used herein and not otherwise defined in the text hereof are defined in Section 21 hereof.) RECITALS A. The Employee is currently employed by the Company as Vice President and General Manager, North American Operations, pursuant to the terms of a certain Employment Agreement, dated as of January 1, 1998, as the same has been amended by a First Amendment to Employment Agreement, dated as of January 1, 2001 (collectively, the " Original Employment Agreement" ), and is a party to a certain Change in Control Severance Agreement with the Company, dated as of May 7, 2004 (the " Change in Control Agreement" ). B. The Company is a wholly owned subsidiary of Parent. C. Parent is contemplating a merger or other business combination (the " Merger" ) with an Affiliate of Ontario Teachers Pension Plan Board (" OTPP" ), in which it is expected that Parent will be the surviving or continuing corporation and OTTP will, directly or indirectly, control Parent. D. The parties desire to amend the Original Employment Agreement and the Change in Control Agreement to combine those agreements into one document, to clarify the operation of the provisions of the prior agreements in relation to the Merger, and to modify certain terms of those agreements to govern the ongoing employment relationship between the Employee and the Company. E. The Employee acknowledges that (i) the services to be performed by the Employee under this Agreement are of a special and unique character; (ii) the business of the DPC Entities is currently international in scope and the DPC Entities plan to continue to expand their business throughout the world; (iii) the DPC Entities compete with other Persons that are or could be located in any part of the world; and (iv) in order to maintain the value of the DPC Entities and the viability of their businesses it is necessary that the Employee undertake not to utilize the Employee' s special knowledge of the DPC Entities, their businesses, and their


relationships with customers and suppliers to compete with the DPC Entities if the Employee were to leave the Company. F. The Employee further acknowledges that the Employee will occupy a position of trust and confidence with the Company and, during such employment, the Company will compensate the Employee, among other purposes, to develop and preserve customer relationships and other goodwill exclusively for the DPC Entities' benefit and that, as a result, the Employee will develop customer relationships and goodwill that are valuable and important to the DPC Entities and will become familiar with the DPC Entities' trade secrets, including, without limitation, its products, formulas, processes, profit margins, customer preferences and requirements, and with other proprietary and confidential information concerning the DPC Entities and their businesses. G. The Employee further acknowledges that the use by the Employee for the Employee' s own benefit or that of others of such goodwill, trade secrets, or proprietary and confidential information or the solicitation of and/or doing competitive business with any of the DPC Entities' customers or potential customers would have a material adverse effect on the DPC Entities and their businesses and would place the DPC Entities at a substantial competitive disadvantage. H. The Employee further acknowledges that the agreements and covenants contained in this Agreement and, in particular, in Sections 6 and 7 hereof, are essential to protect the DPC Entities and the goodwill of the DPC Entities' businesses, are a condition precedent to the Company' s willingness to enter this Agreement and to pay the consideration set forth in this Agreement, and are necessary and reasonable in light of the particular businesses of the DPC Entities, the Employee' s knowledge thereof, and the services the Employee will perform under this Agreement. Now, Therefore, in consideration of the premises, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree that, effective as of the date hereof, the Original Employment Agreement and the Change in Control Agreement shall be superseded in their entirety by the following terms and conditions: AGREEMENT 1. Employment. The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment by the Company, on the terms and conditions contained in this Agreement. 2. Employment Term. (a) Subject to Section 9 hereof, the term of the Employee' s employment under this Agreement begins on the date of this Agreement and ends on the first anniversary of that date; provided, however, that, commencing on the first anniversary of the date of this Agreement and each subsequent anniversary, the term shall be extended for an additional one-year period

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unless either the Employee or the Company gives the other party written notice at least thirty (30) days before such anniversary that this Agreement shall terminate on the then scheduled expiration date (the " Non-Extension Notice" ). If such Non-Extension Notice is given, this Agreement shall automatically terminate on such expiration date. (b) The actual term of the Employee' s employment under this Agreement, including the original term and any extension, continuation, or renewal thereof, is referred to in this Agreement as the " Employment Term ." 3. Responsibilities. During the Employment Term, the Employee shall serve as Vice President and General Manager, North American Operations, of the Company, or in any other position or capacity of equal or greater position or rank to which the Employee may from time to time be elected or appointed, and shall perform such services for the Company as are reasonably required by the Company, and as may be required by virtue of the offices and positions held by the Employee. The Employee agrees that, as a part of the Employee' s duties under this Agreement, the Employee may be required from time to time to perform services for Affiliates of the Company. The Employee shall devote the Employee' s full time and best efforts to the performance of all responsibilities to the DPC Entities and to further their respective businesses and interests. 4. Compensation and Bonus. (a) The Company agrees to pay the Employee throughout the Employment Term an initial base salary at the gross rate of $275,000 per annum (as adjusted in accordance with this Section 4(a), hereinafter the " Base Salary" ), which shall be payable in equal installments in accordance with Company payroll practices from time to time in effect and subject to applicable withholdings and deductions. The Employee' s Base Salary will be reviewed in good faith annually by the CEO or the Board (or the compensation committee thereof) and will be increased (but not decreased) by the Board or the compensation committee, after taking into consideration the recommendation of the CEO, from time to time, based upon any increase in the scope of the Employee' s duties or responsibilities and any other relevant factors. (b) The Employee shall also be eligible for an annual bonus (the " Annual Bonus" ) under the terms of the Bonus Program. The amount of the Employee' s Annual Bonus will be equal to 75% of the Employee' s Base Salary in effect at the end of the fiscal year for which the Annual Bonus is determined if actual performance for such fiscal year equals 100% of each corporate and individual goal established for such year under the Bonus Program. The Bonus Program may be modified or supplemented by the Company from time to time, but in no event shall any such modification or supplement be less beneficial financially to the Employee than the Program as described on Exhibit A attached hereto. 5. Other Employee Benefits. (a) During the Employment Term, the Company shall reimburse the Employee for all reasonable expenses incurred by the Employee in the course of performing the

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Employee' s duties under this Agreement in a manner consistent with the Company' s policies and practices in effect from time to time with respect to travel, entertainment, and other business expenses, subject in all instances to the Company' s requirements with respect to reporting, documentation, and approval of such expenses. (b) The Employee shall, during the Employment Term, be eligible to participate in all Benefit Plans on terms no less favorable than those in effect on the date of this Agreement, to the extent that the Employee is eligible under and complies with the terms of those plans, but the allocation of benefits under any plan that provides that allocations thereunder shall be in the discretion of the CEO or the Board shall be as determined from time to time solely by the CEO or the Board in the CEO' s or the Board' s discretion. Additionally, the Employee shall be entitled to the specific benefits and perquisites described on Exhibit B attached hereto. (All benefits and perquisites provided to the Employee under the Benefit Plans and otherwise are hereinafter referred to as the " Employee Benefits ." ) (c) The Employee shall also participate in the Company' s paid vacation plan but in no event shall the Employee' s annual entitlement be less than four weeks per year. The number of vacation days shall be determined and accounted for on an annual basis commencing on the date of hire of the Employee (a " Vacation Period" ). Vacation not used by the end of one Vacation Period shall be forfeited and shall not be eligible to be carried over to the next Vacation Period or eligible for reimbursement except as otherwise provided herein or otherwise by Company policies. 6. Non-Competition Covenants. Throughout the Employment Term and continuing thereafter until the second anniversary of the date on which the Employee ceases to be employed by the Company for any reason whatsoever (the " Non-Compete Period" ), the Employee will not: (1) directly or indirectly assist in, engage in, have any financial interest in, or participate in any way in, as an owner, partner, employee, agent, board member, or shareholder, any business that involves, in whole or in part, the design, manufacture, distribution, or sale of pet foods, including without limitation dry, wet, semi-moist, soft dry, treats, or biscuits, or any other business in which the DPC Entities may engage or begin preparations to engage during the Employment Term, or make preparations with any Person to do any of the foregoing; provided, however, that the Employee may own, solely as an investment, up to 1.0% of any class of securities of any Person that would otherwise violate the foregoing provisions of this clause (1) if such securities are listed on any national or regional securities exchange; (2) call upon or have any contact with any Person or any successor in interest to any Person who was at any time during the Employee' s last three (3) years of employment with the Company, a customer of any of the DPC Entities, or call upon or have any contact with any Person or any successor in interest to any Person who is a prospective customer of the DPC Entities, and with whom the Employee dealt, or on whose account the Employee worked, at any time during the Employee' s last three years of employment with the Company, for the purpose of (A) diverting any business of such

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Person from the DPC Entities, or (B) selling or offering to sell to any such customer any product or service that is of the same general type or that performs similar functions as any product or service which has been sold, provided or offered for sale by the DPC Entities at any time during the Employee' s last three years of employment with the Company; or (3) without the prior written consent of the CEO or the Board, acquire or discuss the acquisition of any ownership interest in or warrant or right to acquire any such interest, or acquire any employment or other pecuniary benefit from any Person that, at the time, is a prospective candidate for or was a party to a Change in Control transaction.The Employee acknowledges and agrees that the consideration and benefits to be provided to the Employee under this Agreement have been bargained and negotiated in exchange for, and in consideration of, the Employee' s agreement to abide by the terms and provisions of this Section 6 and of Section 7 hereof. The Employee acknowledges and agrees that all of the Employee' s duties and obligations under this Section 6 shall survive the expiration or termination of the Employee' s employment with the Company, regardless of the causes therefor. 7. Confidentiality and Proprietary Information. (a) In addition to any common-law restrictions upon the Employee' s use, disclosure or exploitation of confidential, proprietary or secret information of the DPC Entities, the Employee covenants and agrees that, without prior written consent of the Company, the Employee will not at any time during or after the Employment Term use for the Employee' s benefit or disclose to or use for any other Person, directly or indirectly, any secret, confidential, or proprietary information of the DPC Entities, including, without limitation, the DPC Entities' trade secrets, processes, formulas, techniques, customer identities, pricing, preferences, requirements, reports, and other sensitive customer information, servicing methods, profit margins, analyses, employee, vendor, and supplier information, business or marketing plans or strategies, financial data and presentation or sales materials, technologies, computer programs, software, designs and inventions (collectively, the " Confidential Information" ); provided, however, that the term Confidential Information does not include or refer to any information that is in the public domain (other than by a breach of this Agreement). The Employee acknowledges that the Confidential Information is vital, sensitive, confidential, and proprietary to the DPC Entities. The Employee covenants and agrees that all files, reports, lists, materials, records, documents, notes, memoranda, specifications, product or other formulas, equipment, and other items, and any originals, copies, recordings, abstracts, or notes thereof, relating to the Confidential Information or the DPC Entities' business that the Employee prepared, used, or acquired during the Employee' s employment with the Company (either before or during the Employment Term), are and shall remain the sole and exclusive property of the Company and shall be immediately returned to the Company at any time upon demand and, in all events, immediately at the end of the Employment Term. (b) All information, ideas, concepts, improvements, discoveries, and inventions (collectively " Inventions" ), whether patentable or not, which are or have been

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conceived, made, or acquired by the Employee, individually or in conjunction with others, during the Employee' s employment by the Company (whether during business hours or otherwise and whether on the Company' s premises or otherwise) which relate to the DPC Entities' businesses, products, or services (including, without limitation, all such information relating to production, product ideas, and development, research, testing, marketing and merchandising techniques) have been or shall be disclosed to the Company and are and shall be the sole and exclusive property of the Company, and the Employee hereby agrees to assign, and by these presents does assign, to the Company, all of the Employee' s worldwide right, title, and interest in and to such Inventions. Moreover, all drawings, specifications, memoranda, notes, records, files, correspondence, drawings, manuals, models, computer programs, and all other writings and materials of any type embodying any of such Inventions (collectively " Writings" ) are and shall be the sole and exclusive property of the Company, and the Employee hereby agrees to assign, and by these presents does assign, to the Company, all of the Employee' s worldwide right, title, and interest in and to such Writings. (c) If, during the Employment Term, the Employee creates any original work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as written presentations, computer programs, operating manuals, drawings, or the like) relating to the DPC Entities' businesses, products, or services, whether such work is created solely by the Employee or jointly with others (whether during business hours or otherwise and whether on the Company' s premises or otherwise), the Employee shall disclose such work to the Company. The Company shall be deemed the author of such work if the work is prepared by the Employee in the scope of the Employee' s employment; or, if the work is not prepared by the Employee within the scope of the Employee' s employment but is specially ordered by the DPC Entities as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be considered the author of the work. If such work is neither prepared by the Employee within the scope of the Employee' s employment nor a work specially ordered and is deemed not to be a work made for hire, then the Employee hereby agrees to assign, and by these presents does assign, to the Company all of the Employee' s worldwide right, title, and interest in and to such work and all rights of copyright therein. (d) Both during the Employment Term and thereafter, the Employee shall assist the DPC Entities or their nominees, at any time, in the protection of the DPC Entities' worldwide right, title, and interest in and to Inventions, Writings, and its copyrighted works, including without limitation, the execution of all formal assignment documents requested by the DPC Entities or their nominees and the execution of all lawful oaths and applications for applications for patents and registrations of copyright in the United States and foreign countries. (e) The Employee acknowledges and agrees that all of the Employee' s duties and obligations under this Section 7 shall survive the expiration or termination of the Employee' s employment with the Company, regardless of the cause therefor. 8. Remedies for Breach. The Employee hereby expressly acknowledges that the harm that might result to the DPC Entities' goodwill or its relationships with customers in the

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event of the Employee' s breach of the Employee' s covenant no ...