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

On January 15, 2013, Central Garden & Pet Company (the "Company") entered into a Consulting Services Agreement with Gus Halas, President and Chief Executive Officer of the Central Operating Companies (the "Consulting Agreement") that will become effective at a future date to be determined by the Company. Until then, Mr. Halas will continue in his present role as President and Chief Executive Officer of the Central Operating Companies. The Consulting Agreement shall become effective on the date the Company provides written notice that Mr. Halas' Employment Agreement, dated April 15, 2011, is to be replaced and superseded by the Consulting Agreement (the "Effective Date") and shall continue in effect for a period of 57 months thereafter unless sooner terminated. After the Effective Date, Mr. Halas will become an consultant and will perform advisory and strategic services for the Company for an average of three days per week during the initial 24 months (the "Initial Term") and an average of up to ten hours per month during the remaining months (the "Remaining Term"). The Company shall pay Mr. Halas $95,881 per month during the Initial Term and $19,567 per month during the Remaining Term.

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