Exhibit 10.6.1


 


EXHIBIT A


 


OUTSIDE DIRECTOR FORM OF RESTRICTED STOCK
AGREEMENT


PURSUANT TO AMENDED AND RESTATED


PETMED EXPRESS, INC. 2006 RESTRICTED STOCK
PLAN


 


THIS RESTRICTED STOCK AGREEMENT is made
this _____ day of _________, _____ 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 2006 Restricted Stock Plan (the "2006 Plan").


 


WHEREAS, the Participant is an outside
director and is entitled to an award of stock under the 2006 Plan for the purposes expressed in the 2006 Plan;


 


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


 


1. Grant of Stock. In accordance with
the terms of the 2006 Plan and subject to the further terms, conditions and restrictions contained in this Agreement, the Company
hereby grants to the Participant ______ shares (the "Shares") of the Company's common stock, par value $.001 per share
(the "Common Stock"). As long as the Shares are subject to the Restrictions set forth in Section 4 of this Agreement,
such shares shall be deemed to be, and are referred to in this Agreement as, the "Restricted Shares." The Shares granted
shall be authorized, but unissued, shares.


 


2. Certificates for Shares. Certificates
evidencing Restricted Stock shall be deposited with the Company to be held in escrow until such Shares are released to the Participant
or forfeited in accordance with this Agreement. The Participant shall, simultaneously with the delivery of this Agreement, deliver
to the Company a stock power, in blank, executed by the Participant. If any Restricted Stock is forfeited, the Company shall direct
the transfer agent of the Common Stock to make the appropriate entries in its records showing the cancellation of the certificate
or certificates for such Restricted Stock and to return the Shares represented thereby to the Company's treasury.


 


3. Adjustments in Restricted Stock. 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 corresponding to adjustments made by the Committee in the number and class of shares of Common Stock which may be issued
under the 2006 Plan. Any new, additional or different securities to which the Participant shall be entitled in respect of Restricted
Stock by reason of such adjustment shall be deemed to be Restricted Stock and shall be subject to the same terms, conditions,
and restrictions as the Restricted Stock so adjusted.


 


4. Restrictions. During applicable periods
of restriction determined in accordance with Section 6 of this Agreement, Restricted Stock and all rights with respect to such
Stock, may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered or disposed of and shall
be subject to the risk of forfeiture contained in Section 5 of this Agreement (such limitations on transferability and risk of
forfeiture being herein referred to as "Restrictions"), but the Participant shall have all other rights of a stockholder,
including, but not limited to, the right to vote and receive dividends on Restricted Stock, subject to any dividend to be held
in escrow pursuant to the terms of the 2006 Plan.


 


5. Forfeiture of Restricted Stock. In
the event that the Participant ceases service as an outside director for any reason other than his or her death or permanent disability,
such event shall constitute an "Event of Forfeiture" and all Shares which at that time are Restricted Stock shall thereupon
be forfeited by the Participant to the Company without payment of any consideration by the Company, and neither the Participant
nor any successor, heir, assign or personal representative of the Participant shall have any right, title or interest in or to
such Restricted Stock or the certificates evidencing them.


 




     


     


    

 


6. Lapse of Restrictions. (a) Except as
provided in subsection (b) below, the Restrictions on the Restricted Stock granted under this Agreement shall lapse ratably on
each of the anniversaries of the date of this Agreement in accordance with the following schedule:


 


[INSERT TABLE]


 


(b) In the event that a Participant's
service as an outside director terminates as a result of his or her death or permanent disability, the Restrictions shall lapse
on the Restricted Stock (if not already lapsed pursuant to subsection (a) above) on the date of such event.


 


Upon lapse of the
Restrictions in accordance with this Section, the Company shall, as soon as practicable thereafter, deliver to the Participant,
or to the Participant's personal representative, an unrestricted certificate for the Shares with respect to which such Restrictions
have lapsed.


 


(c) In the event of a change in control,
as defined in the 2006 Plan, any Restriction Period and restrictions imposed on Restricted Stock shall lapse.


 


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 in an
amount sufficient to satisfy any Federal, state or local withholding tax requirements prior to making such payments or delivering
any certificate evidencing such Shares.


 


8. Amendment. This Agreement may not be
amended except with the consent of the Board and by a written instrument duly executed by the Participant and the Company.


 


9. 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 2006 Plan, which is annexed hereto, represents that he or she is familiar
with the terms and provisions thereof and accepts the award of Shares 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 2006 Plan or this Agreement.


 


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


 


COMPANY


 


	 	 
	Chief Executive
    Officer	 
	 	 
	PARTICIPANT: