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                                                                   Exhibit 10.16


                                 PETSMART, INC.

             EXECUTIVE CHANGE IN CONTROL AND SEVERANCE BENEFIT PLAN

SECTION 1. INTRODUCTION.

     The PETsMART, Inc. Executive  Change in Control and Severance Benefit Plan
(the "Plan") is hereby established effective March 25, 2003 (the "Effective
Date"). The purpose of the Plan is to provide for the payment of severance
benefits and/or change in control benefits to certain eligible employees of
PETsMART, Inc. and its wholly owned subsidiaries (the "Company"). The Plan
supercedes and replaces in its entirety the Change of Control Severance
Arrangement adopted by the Compensation Committee of the Board of Directors of
PETsMART, Inc. ("PETsMART") on February 1, 1999. This Plan also is intended to
supersede any unwritten severance plan, policy or practice of the Company and
any unwritten change of control plan, policy or practice of the Company.
However, it is not intended to supersede any written severance benefit or
written change in control benefit plan or policy of the Company or any written
agreement between the Company and any employee that provides for payments or
benefits in the event of termination of employment or a change in control of the
Company; subject, however, to the provisions of this Plan providing for certain
offsets or reduction of benefits under this Plan on account of such other
benefits. This document also is the Summary Plan Description for the Plan.

SECTION 2. DEFINITIONS.

      For purposes of the Plan, the following terms are defined as follows:

      (a)   "ALTERNATIVE BENEFITS" means Covered Benefits that are provided by a
program, plan or arrangement other than this Plan. Accordingly, for example, an
"Alternative Cash Severance Benefit" means a Cash Severance Benefit that is an
Alternative Benefit; an "Alternative Continued Medical Benefit" means a
Continued Medical Benefit that is an Alternative Benefit; and an "Alternative
Continued Life Insurance Benefit" means a Continued Life Insurance Benefit that
is an Alternative Benefit. Notwithstanding the foregoing, a benefit that is
designated an Alternative Benefit in a Participant's Participation Notice shall
be deemed to be an Alternative Benefit with respect to such Participant, and a
benefit that is designated as not an Alternative Benefit in a Participant's
Participation Notice shall not be deemed to be an Alternative Benefit with
respect to such Participant. Any benefit provided to a Participant other than by
this Plan which is not addressed in the Participant's Participation Notice shall
be deemed to be an Alternative Benefit if such benefit is described in the first
sentence of this Section 2(a).

      (b)   "BASE SALARY AMOUNT" means the greater of (i) the Participant's base
salary as determined on a monthly basis at the time of the Measurement Date
multiplied by twelve (12) or (ii) the greatest amount of base salary received by
the Participant in any consecutive twelve (12) month period that occurred within
the thirty-six (36) month period immediately preceding the Measurement Date. For
clarity purposes, any amount that a Participant elects to have withheld from the
Participant's base salary, for example, contributions to the PETsMART, Inc.
SaveSmart


                                       1.
<PAGE>
401(k) Plan or the PETsMART, Inc. Amended and Restated Deferred Compensation
Plan, shall not reduce the Participant's Base Salary Amount.

      (c)   "BASIC SEVERANCE BENEFIT" means the Participant's Base Salary Amount
multiplied by the Participant's Multiplier. Except as may be set forth in the
Participant's Participation Notice, in the event the Participant has received or
is entitled to and has not waived an Alternative Cash Severance Benefit, the
Basic Severance Benefit shall be reduced (but not below zero) by the present
value, as determined by the Plan Administrator, of the Alternative Cash
Severance Benefit.

      (d)   "BOARD" means the Board of Directors of PETsMART.

      (e)   "CASH SEVERANCE BENEFIT" means one or more cash payments by the
Company to, or on behalf of, a Participant on account of the employee's
termination of employment with the Company or in lieu of severance benefits.
Such payments may be paid in a lump sum or over time. The manner by which the
amount of such benefit is determined shall not affect the characterization of
the benefit as a Cash Severance Benefit; provided, however, that salary,
vacation pay and bonuses that are earned but unpaid as of the date of such
termination of employment and distributions from the PETsMART, Inc. SaveSmart
401(k) Plan and/or the PETsMART, Inc. Amended and Restated Deferred Compensation
Plan shall not constitute Cash Severance Benefits. For example, payments
pursuant to Section 4(a) shall constitute Cash Severance
Benefits.

      (f)   "CHANGE IN CONTROL" is defined as one or more of the following
events:

            (i)   there is consummated a sale or other disposition of all or
substantially all of the assets of the Company, as determined on a consolidated
basis, (other than a sale to an entity where at least seventy-five percent (75%)
of the combined voting power of the voting securities of such entity are owned
by the stockholders of PETsMART in substantially the same proportions as their
ownership of PETsMART immediately prior to such sale);

            (ii)  any person, entity or group (other than PETsMART, a subsidiary
or affiliate of PETsMART, or a Company employee benefit plan, including any
trustee of such plan acting as trustee) becomes the beneficial owner, directly
or indirectly, of securities of PETsMART representing twenty-five percent (25%)
or more of the combined voting power of PETsMART's then outstanding securities
other than by virtue of a merger, consolidation or similar transaction;

            (iii) there is consummated a merger, consolidation or similar
transaction involving (directly or indirectly) PETsMART and, immediately after
the consummation of such transaction, the stockholders of PETsMART immediately
prior to the consummation of such transaction do not own, directly or
indirectly, outstanding voting securities representing more than seventy five
percent (75%) of the combined outstanding voting power of the surviving entity
in such transaction or more than seventy five percent (75%) of the combined
outstanding voting power of the parent of the surviving entity in such
transaction, in each case in substantially the same proportions as their
ownership of PETsMART immediately prior to such transaction; or


                                       2.
<PAGE>
            (iv)  when the individuals who, at the beginning of any period of
two years or less, constituted the Board of Directors of PETsMART cease, for any
reason, to constitute at least a majority thereof, unless the election or
nomination for election of each new director was approved by the vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of such period.

      (g)   "CODE" means the Internal Revenue Code of 1986, as amended.

      (h)   "COMPANY" means PETsMART, Inc. and its wholly owned subsidiaries or,
following a Change in Control, the surviving entity resulting from such
transaction.

      (i)   "CONSTRUCTIVE TERMINATION" means a voluntary termination of
employment by a Participant after one of the following is undertaken without the
Participant's express written consent:

            (i)   the assignment to the Participant of duties or
responsibilities that results in a material diminution in the Participant's
authority, duties, position, status or responsibilities with the Company as in
effect at any time during the twelve (12) month period preceding such
assignment;

            (ii)  a change in reporting responsibilities, titles or offices that
is not in connection with a promotion;

            (iii) a reduction in the Participant's base salary;

            (iv)  a change in the Participant's business location of more than
35 miles from the business location prior to such change, except for required
travel for the Company's business to an extent substantially consistent with
Participant's prior business travel obligations;

            (v)   a material breach by the Company of any provisions of the Plan
or any enforceable written agreement between the Company and the Participant; or

            (vi)  any failure by the Company to obtain assumption of the Plan by
any successor or assign of the Company.

Notwithstanding the foregoing, a voluntary termination shall not be deemed a
Constructive Termination unless (x) the Participant provides the Company with
written notice (the "Constructive Termination Notice") that the Participant
believes that an event described in this Section 2(i) has occurred, (y) the
Constructive Termination Notice is given within one (1) year of the date the
event occurred, and (z) the Company does not rescind or cure the conduct giving
rise to the event described in this Section 2(i) within fifteen (15) days of
receipt by the Company of the Constructive Termination Notice.

      (j)   "CONTINUATION PERIOD" means the period for which a Participant is
entitled to receive the benefits described in Section 4(b)(ii) and Section
4(b)(iii). The Continuation Period for a Participant shall be that number of
months equal to 12 multiplied by the Participant's Multiplier. For example, the
Continuation Period for a Senior Vice President shall be eighteen (18) months.
Notwithstanding the foregoing, if the Covered Termination occurs within the


                                       3.
<PAGE>
twelve (12) month period immediately following the commencement of a
Participant's employment with the Company, the Continuation Period determined
pursuant to this paragraph shall be reduced by fifty percent (50%); provided,
however, that if a Change in Control occurs in the period commencing with such
Participant's commencement of employment with the Company and ending three (3)
months after such Participant's Covered Termination, this sentence shall not
apply.

      (k)   "CONTINUED MEDICAL BENEFITS" means the Company's direct payment or
reimbursement, in whole or in part, whether pursuant to the Plan or otherwise,
for the premium cost of medical, dental or vision insurance coverage for the
Participant or the Participant's family members, where such premium is paid by
the Company after the Participant's termination of employment with the Company
and such premium covers a period extending beyond such termination of
employment. For the purposes of the preceding sentence, a wholly or partially
self-insured plan or arrangement maintained by the Company shall be considered
insurance coverage. For example, the benefits pursuant to Section 4(b)(ii) shall
constitute Continued Medical Benefits.

      (l)   "CONTINUED LIFE INSURANCE BENEFITS" means the Company's direct
payment or reimbursement, in whole or in part, whether pursuant to the Plan or
otherwise, for the premium cost of life insurance on the Participant's life,
where such premium is paid by the Company after the Participant's termination of
employment with the Company and such premium covers a period extending beyond
such termination of employment. For example, the benefits pursuant to Section
4(b)(iii) shall constitute Continued Life Insurance Benefits.

      (m)   "COVERED BENEFITS" means the following benefits: (i) Cash Severance
Benefits, (ii) Continued Medical Benefits, (iii) Continued Life Insurance
Benefits, (iv) outplacement services, (v) accelerated vesting of Company stock
awards, and (vi) extended exercisability of options granted by the Company for
the purchase of Company stock.

      (n)   "COVERED TERMINATION" means an Involuntary Termination Without Cause
or a Constructive Termination (as defined in Section 2(i) above). Termination of
employment of a Participant due to death or Disability shall not constitute a
Covered Termination unless a voluntary termination of employment by the
Participant immediately prior to the Participant's death or disability would
have qualified as a Constructive Termination.

      (o)   "ELIGIBLE EMPLOYEE" means (i) the Chief Executive Officer, (ii) the
Chief Operating Officer, (iii) a Senior Vice President, or (iv) a Vice President
of the Company. In addition to the foregoing, "Eligible Employee" means any
other current or former employee of the Company (x) who has been designated by
the Board as eligible for benefits under the Plan, (y) whose highest seniority
level was at least the equivalent of a Vice President; provided, however, that
the Board shall not designate more than ninety-nine (99) persons as Eligible
Employees at any one time.

      (p)   "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.


                                       4.
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      (q)   "INVOLUNTARY TERMINATION WITHOUT CAUSE" means an involuntary
termination of employment by the Company other than for one of the following
reasons:

            (i)   a refusal or failure to follow the lawful and reasonable
directions of the Board or individual to whom the Participant reports, which
refusal or failure is not cured within 30 days following delivery of written
notice of such conduct to the Participant;

            (ii)  a material failure by the Participant to perform his or her
duties in a manner reasonably satisfactory to the Board that is not cured within
30 days following delivery of written notice of such failure to the Participant;
or

            (iii) participation in, a conviction of or a plea of guilty or nolo
contendere to a felony or any crime involving moral turpitude, fraud or
dishonesty that is likely to have or has had a material adverse effect on the
Company.

      (r)   "MEASUREMENT DATE" means, for the purposes of determining a
Participant's benefits payable pursuant to Section 4, the date of the
Participant's Covered Termination and, for the purposes of determining a
Participant's benefits payable pursuant to Section 5, the effective date of the
applicable Change in Control.

      (s)   "MULTIPLIER" means (i) 2.0 in the case of a Participant who served
as the Chief Executive Officer or the Chief Operating Officer of the Company at
any time during the four month period immediately preceding the applicable
Measurement Date, (ii) 1.5 in the case of a Participant not described in clause
(i) who served as a Senior Vice President of the Company at any time during the
four month period immediately preceding the applicable Measurement Date, and
(iii)1.0 in the case of a Participant not described in clause (i) or (ii) who
served as a Vice President of the Company at any time during the four month
period immediately preceding the applicable Measurement Date. For all
Participants not described in the preceding sentence, "Multiplier" means 1.0
unless another Multiplier is specified by the Participant's Participation
Notice.

      (t)   "OPTION" means any and all options granted to a Participant by the
Company to acquire common stock of the Company other than any options granted to
a Participant which expressly provide that this Plan shall not apply to such
option.

      (u)   "PARTICIPANT" means an Eligible Employee who has received a
Participation Notice that the employee is eligible to receive benefits pursuant
to this Plan.

      (v)   "PARTICIPATION NOTICE" means the latest notice delivered by the
Company to an Eligible Employee informing the employee that the employee is a
Participant in the Plan. A Participation Notice shall be in such form as may be
determined by the Company. Notwithstanding the foregoing, neither the Company
nor any successor may amend a Participation Notice in any way that is adverse to
a Participant, without the written consent of the Participant, unless (x) the
amendment is made more than six (6) months prior to an applicable Measurement
Date and (y) the amendment does not reduce any benefits the Participant would
receive under the Plan to an amount that is less than the benefits the
Participant would receive if the Participation Notice did not address such
benefit.


                                       5.
<PAGE>
      (w)   "PLAN ADMINISTRATOR" means the Board or any committee duly
authorized by the Board to administer the Plan. The Plan Administrator may, but
is not required to be, the Compensation Committee of the Board. The Board may at
any time administer the Plan, in whole or in part, notwithstanding that the
Board has previously appointed a committee to act as the Plan Administrator.

      (x)   "STOCK AWARD" means any and all stock awards (including Options)
granted to a Participant by the Company which entitle the Participant to receive
common stock of the Company other than any stock awards granted to a Participant
which expressly provide that this Plan shall not apply to such stock awards.

      (y)   "VESTED" means that the Stock Award is, in the case of an Option,
exercisable in full and, in the case of any Stock Award, the Stock Award is not
subject to the Company's right (whether conditionally or unconditionally) to
reacquire the Stock Award due to forfeiture or repurchase at less than the fair
market value of the stock or Stock Award.

SECTION 3. ELIGIBILITY FOR BENEFITS.

      (a)   GENERAL RULES. Subject to the provisions set forth in this Section
and Section 6, in the event of a Covered Termination, the Company will provide
the severance benefits described in Section 4 of the Plan to the affected
Participant. Subject to the provisions set forth in this Section and Section 6,
in the event of a Change in Control, the Company will provide the change in
control benefits described in Section 5 of the Plan to the affected
Participants.

      (b)   EXCEPTIONS TO BENEFIT ENTITLEMENT. An employee who otherwise is a
Participant will not receive benefits under the Plan in any of the following
circumstances, as determined by the Company in its sole discretion:

            (i)   The employee voluntarily terminates employment with the
Company in order to accept employment with another entity that is controlled
(directly or indirectly) by the Company or is otherwise an affiliate of the
Company.

            (ii)  The Participant does not confirm in writing that Participant
shall be subject to the Company's Confidentiality Agreement and Non-Compete
Agreement.

            (iii) Except as may be set forth in a Participant's Participation
Notice, the Participant shall not be entitled to receive the benefit set forth
in Section 4(b)(ii) if the Participant has either (i) previously received an
Alternative Continued Medical Benefit or (ii) is eligible for and has not waived
an Alternative Continued Medical Benefit.

            (iv)  Except as may be set forth in a Participant's Participation
Notice, the Participant shall not be entitled to receive the benefit set forth
in Section 4(b)(iii) if the Participant has either (i) previously received an
Alternative Continued Life Insurance Benefit or (ii) is eligible for and has not
waived an Alternative Continued Life Insurance Benefit.

      (c)   TERMINATION OF BENEFITS. A Participant's right to receive the
payment of benefits under this Plan shall terminate immediately if, at any time
prior to or during the period for which


                                       6.
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Participant is receiving benefits hereunder, the Participant, without the prior
written approval of the Company:

            (i)   willfully breaches a material provision of the Participant's
proprietary information or confidentiality agreement with the Company, as
referenced in Section 3(b)(ii);

            (ii)  owns, manages, operates, joins, controls or participates in
the ownership, management, operation or control of, is employed by or connected
in any manner with, any person, enterprise or entity which is engaged in any
business competitive with that of the Company; provided, however, that such
restriction will not apply to any passive investment representing an interest of
less than two percent (2%) of an outstanding class of publicly-traded securities
of any corporation or other entity or enterprise;

            (iii) encourages or solicits any of the Company's then current
employees to leave the Company's employ for any reason or interferes in any
other manner with employment relationships at the time existing between the
Company and its then current employees;

            (iv)  induces any of the Company's then current clients, customers,
suppliers, vendors, distributors, licensors, licensees or other third party to
terminate their existing business relationship with the Company or interferes in
any other manner with any existing business relationship between the Company and
any then current client, customer, supplier, vendor, distributor, licensor,
licensee or other third party.

SECTION 4. AMOUNT OF SEVERANCE BENEFIT.

      (a)   CASH SEVERANCE BENEFITS. Within ten (10) days of a Covered
Termination, the Participant who incurred such Covered Termination shall receive
the following benefits:

            (i)   COVERED TERMINATION AT LEAST 12 MONTHS FOLLOWING COMMENCEMENT
OF EMPLOYMENT WITH THE COMPANY. If the Covered Termination occurs after the
twelve (12) month period immediately following the commencement of the
Participant's employment with the Company (the "Participant's Initial Year"),
the Participant shall receive a cash bonus equal to the Participant's Basic
Severance Benefit. Any amounts paid pursuant to this Section 4(a)(i) shall be
subject to all applicable income tax and employment tax withholding amounts as
well as other applicable withholding amounts.

     (ii)  COVERED TERMINATION WITHIN 12 MONTHS FOLLOWING COMMENCEMENT OF
EMPLOYMENT WITH THE COMPANY. If the Covered Termination occurs within the
Participant's Initial Year, then the Participant shall receive a cash bonus
equal to (a) fifty percent (50%) of the Participant's Basic Severance Benefit if
no Change in Control occurred after the commencement of the Participant's
employment with the Company and prior to three months after the Participant's
Covered Termination or (b) one hundred percent (100%) of the Participant's Basic
Severance Benefit if a Change in Control occurred after the commencement of the
Participant's employment with the Company and prior to three months after the
Participant's Covered Termination. In connection with the foregoing subsection
(b), in the event a Change in Control has not occurred prior to the Covered
Termination, but the Change in Control does occur within the three (3) months
following the Covered Termination, then 50% of the Participant's Basic Severance
Benefit shall be paid within ten (10) days of the Covered Termination, and then
the remaining 50% shall be paid within ten (10) days of the Change in Control.
Any amounts payable pursuant to this Section 4(a)(ii) shall be subject to all
applicable income tax and employment tax withholding amounts as well as other
applicable withholding amount.


                                       7.

<PAGE>
            (b)   OTHER SEVERANCE BENEFITS. A Participant who incurs a Covered
Termination shall receive the following benefits:

                  (i)   OUTPLACEMENT SERVICES. The Participant shall be entitled
to outplacement services to assist in the Participant's transition. Such
outplacement services shall be provided by the outplacement firm typically used
by the Company provided that the firm is well recognized in the industry,
accessible and diligent in its efforts. In the case of a Participant whose
Multiplier is greater than one (1), the Company shall pay the costs of such
outplacement services for a period of twelve (12) months following the Covered
Termination. In the case of a Participant whose Multiplier is one (1) or less,
the Company shall pay the costs of such outplacement services for a period of
six (6) months following the Covered Termination. Notwithstanding the foregoing,
if the Covered Termination occurs within the twelve (12) month period
immediately following the commencement of a Participant's employment with the
Company, then the period for outplacement services for a Participant shall be
reduced by fifty percent (50%) from the amount calculated pursuant to this
Section; provided, however, that if a Change in Control occurs in the period
commencing with such Participant's commencement of employment with the Company
and ending three (3) months after such Participant's Covered Termination, this
sentence shall not apply.

                  (ii)  CONTINUED MEDICAL BENEFITS. Provided that the
Participant timely elects continued coverage under the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay the portion
of premiums of each Participant's group medical, dental and vision coverage,
including coverage for the Participant's eligible dependents, that the Company
paid prior to the Covered Termination for the Continuation Period; provided,
however, that no such premium payments (or any other payments for medical,
dental or vision coverage by the Company) shall be made following the effective
date of the Participant's coverage by a medical, dental or vision insurance plan
of a subsequent employer. Each Participant shall be required to notify the
Company immediately if the Participant becomes covered by a medical, dental or
vision insurance plan of a subsequent employer. No provision of this Plan will
affect the continuation coverage rules under COBRA, except that the Company's
payment of any applicable insurance premiums during the Continuation Period will
be credited as payment by the Participant for purposes of the Participant's
payment required under COBRA. Therefore, the period during which a Participant
may elect whether or not to continue the Company's group medical, dental or
vision coverage under COBRA, the length of time during which COBRA continuation
coverage will be made available to the Participant, and all other rights and
obligations of the Participant under COBRA will be applied in the same manner
that such rules would apply in the absence of this Plan. At the conclusion of
the Continuation Period, the Participant will be responsible for the entire
payment of premiums required under COBRA for the remainder, if any, of the COBRA
continuation period. For purposes of this Section 4(b)(ii), applicable premiums
paid by the Company during the Continuation Period shall not include any amounts
payable by the Participant under a Section 125 health care reimbursement plan,
which amounts, if any, are the sole responsibility of the Participant. If the
Participant or his spouse or his dependents cannot remain eligible for continued
COBRA coverage for the entire Continuation Period, the Company shall provide
individual medical, dental and vision coverage for the individual(s) who cease
to be eligible for the remaining Continuation Period in such manner and form as
determined by the Company in its sole discretion.


                                       8.

<PAGE>
                  (iii) CONTINUED LIFE INSURANCE BENEFIT. If (x) the
Participant's life was insured through a plan or program sponsored by the
Company, and (y) the Company was paying immediately prior to the Covered
Termination the premiums for such life insurance (other than through a payroll
reduction or a withholding program), the Company will provide the Participant
with equivalent life insurance coverage for the Continuation Period. At the
Company's option, such coverage can be obtained by conversion or portability of
existing policies or through purchase by the Company of a policy or policies of
insurance, which obtain substantially similar coverage as the policy in effect
on the date of the Covered Termination. During the period (the "Initial Period")
commencing with the Participant's Covered Termination and ending ten (10) days
prior to the termination of any conversion privilege election period, the
Company shall have the sole discretion to determine the method for coverage for
the Participant and the Participant's eligible dependents. If the Company has
not obtained coverage within the Initial Period and notifies the Participant of
the same, the Participant will have ten (10) days to make an affirmative
election to convert the existing policy of life insurance. Thereafter, the
Company shall have a continuing right to obtain substantially similar insurance
coverage for the Participant and the Participant's eligible dependents. The
Participant and the Participant's eligible dependents shall cooperate and assist
the Company, as necessary, in any change to other life insurance coverage,
including the timely completion of enrollment and/or application materials and
any medical examination as may be reasonably requested by the Company. The
Company will pay any life insurance premiums and any charges for converting or
changing the life insurance coverage, if applicable.

                  (iv)  OTHER EXECUTIVE BENEFIT PROGRAMS. The Company shall pay
each Participant within ten (10) days of the Covered Termination the dollar
amount of any financial planning and related services and yearly medical
examinations for which the Participant was eligible to have paid by the Company
for the year in which occurs the Covered Termination. In addition, each
Participant shall receive those executive benefits that have been specifically
designated from time to time by the Board as to be paid pursuant to this
Section. Such additional benefits shall be paid at the time and in the manner as
specified by the Board.

SECTION 5. AMOUNT OF CHANGE IN CONTROL BENEFIT.

      (a)   CASH BENEFIT. Upon a Covered Termination of a Participant that
occurs within the three (3) months prior to or within the thirty-six (36) months
after a Change in Control, such Participant shall receive a cash bonus from the
Company equal to the Change in Control Cash Benefit (as defined below) within
ten (10) days of the later of such Covered Termination or the Change of Control.

            For the purposes of this Section 5(a), the "Change in Control Cash
Benefit" for a Participant is equal to the Participant's Multiplier multiplied
by the Participant's Bonus Amount. For the purposes of the preceding sentence,
the "Participant's Bonus Amount" shall be equal to the highest level of Bonuses
Received by the Participant in any consecutive twelve (12) month period that
occurred within the thirty-six (36) month period immediately preceding the
Measurement Date. For the purposes of this Section 5(a), "Bonuses Received"
shall mean cash bonuses and the amount of cash that would have been received
pursuant to the Short Term


                                       9.


<PAGE>
Incentive Plan or the Executive Short Term Incentive Plan but for the fact that
restricted stock or restricted stock units were awarded instead of cash.

            Any amounts paid pursuant to this Section 5(a) shall be subject to
all income tax and employment tax withholding amounts as well as other
applicable withholding amounts.

      (b)   ACCELERATED STOCK AWARD VESTING AND EXTENDED EXERCISABILITY OF
OPTIONS. Effective upon a Change in Control, a Participant shall receive the
following benefits associated with any Stock Awards which remain outstanding as
of the effective date of the Change in Control:

            (i)   With respect to any Options that are unexercised and
outstanding, the post-termination of employment exercise period of the Option
shall be extended, if necessary, such that the post-termination of employment
exercise period shall not terminate prior to the later of (x) the date twelve
(12) months after the effective date of the Change in Control or (y) the
post-termination exercise period provided for in the Option; provided, however,
that the Option shall not be exercisable after the expiration of its maximum
term. Notwithstanding the foregoing, in the event of a Change in Control in
which all options outstanding pursuant to the 1995 Equity Incentive Plan and/or
its successor plan (together, the "95 EIP") or the 1997 Equity Incentive Plan
(the "97 EIP") will be terminated at the effective date of such Change in
Control pursuant to Section 13(b) of the 95 EIP or Section 12(b) of the 97 EIP,
the provisions of this Section 5(b)(i) shall not apply to any Option whether or
not such Option was granted pursuant to either the 95 EIP or the 97 EIP.

            (ii)  If the Participant is still employed on the effective date of
the Change in Control, to the extent the Participant holds any Stock Award that
is not fully Vested, fifty percent (50%) of each vesting installment shall
immediately become Vested. The balance of each vesting installment shall become
Vested on the earliest of (x) a Covered Termination, (y) the date that is
thirty-six (36) months after the effective date of the Change in Control, or (z)
the date the vesting installment would have Vested in accordance with its terms.

            (iii) If the Participant is not employed on the effective date of
the Change in Control but the Participant's employment terminated pursuant to a
Covered Termination within the three (3) month period ending on the effective
date of the Change in Control, the Stock Awards held by the Participant that
were not Vested on the date of the Participant's Covered Termination shall
become Vested as of the effective date of the Change in Control. If this Section
applies to Options, then such Options shall have a post-termination exercise
period as provided for under Section 5(b)(i). Notwithstanding the provisions of
the Stock Awards or the equity compensation plans under which such Stock Awards
were granted, in order to effectuate the terms of this Section (except as
otherwise provided for in the last sentence of Section 5(b)(i)), such Stock
Awards shall not expire, terminate or be forfeited until three months after a
Covered Termination.


                                      10.

<PAGE>
            (iv)  If a Stock Award is outstanding on the effective date of a
Change in Control, the provisions of this Section 5(b) shall not apply to such
Stock Award upon a subsequent Change in Control that occurs within three (3)
years of the effective date of the Change in Control.

            (v)   In the event the provisions of this Section 5(b) would
adversely affect a Stock Award outstanding on the date this Section 5(b) is
adopted by the Company, this Section 5(b) shall not apply to such Stock Award
without the consent of the Participant.

SECTION 6. LIMITATIONS ON BENEFITS.

      (a)   RELEASE. In order to be eligible to receive benefits under Sections
4 and 5 of the Plan, a Participant (or, in the case of Participant's death or
Disability that qualifies as a Covered Termination, the Participant's legal
representative) must execute, following a Covered Termination, a general waiver
and release in substantially the form attached hereto as Exhibit A, Exhibit B or
Exhibit C, as appropriate, and such release must become effective in accordance
with its terms. The Company, in its sole discretion, may modify the form of the
required release to comply with applicable federal and state law and shall
determine the form of the required release.

      (b)   CERTAIN REDUCTIONS AND OFFSETS. Notwithstanding any other provision
of the Plan to the contrary, a Covered Benefit payable to a Participant under
this Plan shall be reduced (but not below zero) by any Alternative Benefit to
such Covered Benefit payable by the Company to such individual under any other
policy, plan, program or arrangement, including, without limitation, a contract
between the Participant and any entity, covering such individual. Furthermore,
to the extent that any federal, state or local laws, including, without
limitation, so-called "plant closing" laws or statutory severance requirements,
require the Company to give advance notice or make a payment of any kind to a
Participant because of that Participant's involuntary termination due to a
layoff, reduction in force, plant or facility closing, sale of business, change
in control, or any other similar event or reason, the benefits payable under
this Plan shall either be reduced or eliminated. The benefits provided under
this Plan are intended to satisfy any and all statutory obligations that may
arise out of a Participant's involuntary termination of employment for the
foregoing reasons, and the Plan Administrator shall so construe and implement
the terms of the Plan.

      (c)   MITIGATION. Except as otherwise specifically provided herein, a
Participant shall not be required to mitigate damages or the amount of any
payment provided under this Plan by seeking other employment or otherwise, nor
shall the amount of any payment provided for under this Plan be reduced by any
compensation earned by a Participant as a result of employment by another
employer or any retirement benefits received by such Participant after the date
of the Participant's termination of employment with the Company.

      (d)   NON-DUPLICATION OF BENEFITS. Except as otherwise specifically
provided for herein, no Participant is eligible to receive benefits under this
Plan more than one time. This Plan is designed to provide certain severance pay
and change of control benefits to Participants pursuant to the terms and
conditions set forth in this Plan and any associated Participation Notice. The
payments pursuant to this Plan are in addition to, and not in lieu of, any
unpaid salary, bonuses or benefits to which a Participant may be entitled for
the period ending with the Participant's Covered Termination and/or a Change in
Control.


                                      11.

<PAGE>
      (e)   INDEBTEDNESS OF PARTICIPANTS. If a terminating employee is indebted
to the Company or an affiliate of the Company at his or her termination date,
the Company reserves the right to offset any Covered Benefits under the Plan by
the amount of such indebtedness.

      (f)   PARACHUTE PAYMENTS.

            (i)   GROSS-UP BENEFITS. If any payment or benefit a Participant
would receive, whether or not pursuant to this Plan, in connection with a Change
in Control from the Company or otherwise, but determined without regard to any
additional payments required under this Section 6(f)(i) (a "Payment"), would be
subject to the excise tax imposed by Section 4999 of the Code, or any comparable
federal, state, or local excise tax (such excise taxes, together with any
interest and penalties, are hereinafter collectively referred to as the "Excise
Tax"), then the Participant shall be entitled to receive an additional payment
(a "Gross-Up Payment") in such an amount that after the payment of all taxes
(including, without limitation, any interest and penalties on such taxes and the
Excise Tax) on the Payment and on the Gross-Up Payment, the Participant shall
retain an amount equal to the Payment minus all applicable income and employment
taxes on the Payment. The intent of this Section 6(f)(i) is that the Company
shall be solely responsible for, and shall pay, any Excise Tax on the Payment
and Gross-Up Payment and any income, employment and other taxes (including,
without limitation, penalties and interest) imposed on the Gross-Up Payment, as
well as any loss of tax deduction caused by the Gross-Up Payment or any
applicable provisions of the Code. All determinations required to be made
hereunder, including, without limitation, whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determinations, shall be made in accordance with
the provisions set forth in Section 6(f).

            (ii)  USE OF THIRD PARTY EXPERT. The accounting firm engaged by the
Company for the purpose of rendering general tax advice as of the day prior to
the effective date of the Change in Control shall perform the calculations
required by this Section 6(f). If the accounting firm so engaged by the Company
is serving as accountant or auditor for the individual, entity or group
effecting the Change in Control, the Company shall appoint a nationally
recognized accounting firm to make the determinations required hereunder. The
Company shall bear all expenses with respect to the determinations by such
accounting firm required to be made hereunder. The accounting firm engaged to
make the determinations hereunder shall provide its calculations, together with
detailed supporting documentation, to the Company and the Participant within
fifteen (15) calendar days after the date on which the Participant's right to a
Payment is triggered (if requested at that time by the Company or the
Participant) or such other time as requested by the Company or the Participant.
If the accounting firm determines that no Excise Tax is payable with respect to
a Payment to a Participant, it shall furnish the Company and the Participant
with an opinion reasonably acceptable to Participant that no Excise Tax will be
imposed with respect to such Payment. Any good faith determinations of the
accounting firm made hereunder shall be final, binding and conclusive upon the
Company and the Participant.

SECTION 7. RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.

      (a)   EXCLUSIVE DISCRETION. The Plan Administrator shall have the
exclusive discretion and authority to establish rules, forms, and procedures for
the administration of the Plan and to


                                      12.

<PAGE>
construe and interpret the Plan and to decide any and all questions of fact,
interpretation, definition, computation or administration arising in connection
with the operation of the Plan, including, but not limited to, the eligibility
to participate in the Plan and amount of benefits paid under the Plan. The
rules, interpretations, computations and other actions of the Plan Administrator
shall be binding and conclusive on all persons.

      (b)   AMENDMENT OR TERMINATION. The Company reserves the right to amend or
terminate this Plan or the benefits provided hereunder at any time; provided,
however, that no such amendment or termination shall occur following a Change in
Control or a Covered Termination as to any Participant who would be adversely
affected by such amendment or termination unless such Participant consents in
writing to such amendment or termination. Any action amending or terminating the
Plan shall be in writing and executed by a duly authorized officer of the
Company. Unless otherwise required by law, no approval of the shareholders of
the Company shall be required for any amendment or termination including any
amendment that increases the benefits provided under any Stock Award.

SECTION 8. TERMINATION OF CERTAIN EMPLOYEE BENEFITS.

      Except as provided herein, all employee benefits other than health
insurance and life insurance (such as disability and 401(k) plan coverage)
terminate as of a Participant's employment termination date (except to the
extent that a conversion privilege may be available thereunder).

SECTION 9. NO IMPLIED EMPLOYMENT CONTRACT.

      The Plan shall not be deemed (i) to give any employee or other person any
right to be retained in the employ of the Company or (ii) to interfere with the
right of the Company to discharge any employee or other person at any time, with
or without cause, which right is hereby reserved.

SECTION 10. LEGAL CONSTRUCTION.

      This Plan shall be governed by and construed under the laws of the State
of Arizona (without regard to principles of conflict of laws), except to the
extent preempted by ERISA.

SECTION 11. CLAIMS, INQUIRIES AND APPEALS.

      (a)   APPLICATIONS FOR BENEFITS AND INQUIRIES. Any application for
benefits, inquiries about the Plan or inquiries about present or future rights
under the Plan must be submitted to the Plan Administrator in writing. The Plan
Administrator is:

                                 PETsMART, Inc.
                 Attn: Senior Vice President of Human Resources
                              19601 N. 27th Avenue
                                Phoenix, AZ 85027

      (b)   DENIAL OF CLAIMS. In the event that any application for benefits is
denied in whole or in part, the Plan Administrator must provide the applicant
with written or electronic


                                      13.

<PAGE>
notice of the denial of the application, and of the applicant's right to review
the denial. Any electronic notice will comply with the regulations of the U.S.
Department of Labor. The notice of denial will be set forth in a manner designed
to be understood by the applicant and will include the following:

                  (1)   the specific reason or reasons for the denial;

                  (2)   references to the specific Plan provisions upon which
the denial is based;

                  (3)   a description of any additional information or material
that the Plan Administrator needs to complete the review and an explanation of
why such information or material is necessary; and

                  (4)   an explanation of the Plan's review procedures and the
time limits applicable to such procedures, including a statement of the
applicant's right, if any, to bring a civil action under section 502(a) of ERISA
following a denial on review of the claim, as described in Section 11(d) below.

            This notice of denial will be given to the applicant within ninety
(90) days after the Plan Administrator receives the application, unless special
circumstances require an extension of time, in which case, the Plan
Administrator has up to an additional ninety (90) days for processing the
application. If an extension of time for processing is required, written notice
of the extension will be furnished to the applicant before the end of the
initial ninety (90) day period.

            This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the application.

      (c)   REQUEST FOR A REVIEW. Any person (or that person's authorized
representative) for whom an application for benefits is denied, in whole or in
part, may appeal the denial by submitting a request for a review to the Plan
Administrator within sixty (60) days after the application is denied. A request
for a review shall be in writing and shall be addressed to:

                                 PETsMART, Inc.
                 Attn: Senior Vice President of Human Resources
                              19601 N. 27th Avenue
                                Phoenix, AZ 85027

            A request for review must set forth all of the grounds on which it
is based, all facts in support of the request and any other matters that the
applicant feels are pertinent. The applicant (or his or her representative)
shall have the opportunity to submit (or the Plan Administrator may require the
applicant to submit) written comments, documents, records, and other information
relating to his or her claim. The applicant (or his or her representative) shall
be provided, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to his or her claim.
The review shall take into account all comments, documents, records and other
information submitted by the applicant (or his or her


                                      14.

<PAGE>
representative) relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.

      (d)   DECISION ON REVIEW. The Plan Administrator will act on each request
for review within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days), for processing the request for a review. If an extension for review
is required, written notice of the extension will be furnished to the applicant
within the initial sixty (60) day period. This notice of extension will describe
the special circumstances necessitating the additional time and the date by
which the Plan Administrator is to render its decision on the review. The Plan
Administrator will give prompt, written or electronic notice of its decision to
the applicant. Any electronic notice will comply with the regulations of the
U.S. Department of Labor. In the event that the Plan Administrator confirms the
denial of the application for benefits in whole or in part, the notice will set
forth, in a manner calculated to be understood by the applicant, the following:

                  (1)   the specific reason or reasons for the denial;

                  (2)   references to the specific Plan provisions upon which
            the denial is based;

                  (3)   a statement that the applicant is entitled to receive,
            upon request and free of charge, reasonable access to, and copies
            of, all documents, records and other information relevant to his or
            her claim; and

                  (4)   a statement of the applicant's right, if any, to bring a
            civil action under section 502(a) of ERISA.

      (e)   RULES AND PROCEDURES. The Plan Administrator will establish rules
and procedures, consistent with the Plan and with ERISA, as necessary and
appropriate in carrying out its responsibilities in reviewing benefit claims.
The Plan Administrator may require an applicant who wishes to submit additional
information in connection with an appeal from the denial of benefits to do so at
the applicant's own expense.

      (f)   EXHAUSTION OF REMEDIES. No legal action for benefits under the Plan
may be brought until the claimant (i) has submitted a written application for
benefits in accordance with the procedures described by Section 11(a) above,
(ii) has been notified by the Plan Administrator that the application is denied,
(iii) has filed a written request for a review of the application in accordance
with the appeal procedure described in Section 11(c) above, and (iv) has been
notified that the Plan Administrator has denied the appeal. Notwithstanding the
foregoing, if the Plan Administrator does not respond to a Participant's claim
or appeal within the relevant time limits specified in this Section 11, the
Participant may bring legal action for benefits under the Plan. To the extent
the benefit would be covered by ERISA, such legal action may be brought pursuant
to Section 502(a) of ERISA.

SECTION 12. BASIS OF PAYMENTS TO AND FROM PLAN.

      All benefits under the Plan shall be paid by the Company. The Plan shall
be unfunded, and benefits hereunder shall be paid only from the general assets
of the Company.


                                      15.

<PAGE>
SECTION 13. OTHER PLAN INFORMATION.

      (a)   EMPLOYER AND PLAN IDENTIFICATION NUMBERS. The Employer
Identification Number assigned to the Company (which is the "Plan Sponsor" as
that term is used in ERISA) by the Internal Revenue Service is 94-3024325. The
Plan Number assigned to the Plan by the Plan Sponsor pursuant to the
instructions of the Internal Revenue Service is 5__.

      (b)   ENDING DATE FOR PLAN'S FISCAL YEAR. The date of the end of the
fiscal year for the purpose of maintaining the Plan's records is ________.

      (c)   AGENT FOR THE SERVICE OF LEGAL PROCESS. The agent for the service of
legal process with respect to the Plan is PETsMART, Inc., Attn: Senior Vice
President of Human Resources, 19601 N. 27th Avenue, Phoenix, AZ 85027.

      (d)   PLAN SPONSOR AND ADMINISTRATOR. The "Plan Sponsor" and the "Plan
Administrator" of the Plan is PETsMART, Inc., Attn: Senior Vice President of
Human Resources, 19601 N. 27th Avenue, Phoenix, AZ 85027. The Plan Sponsor's and
Plan Administrator's telephone number is (623) 580-6100. The Plan Administrator
is the named fiduciary charged with the responsibility for administering the
Plan.

SECTION 14. STATEMENT OF ERISA RIGHTS.

            Participants in this Plan (which is a welfare benefit plan sponsored
by PETsMART, Inc.) are entitled to certain rights and protections under ERISA.
If you are an Eligible Employee, you are considered a participant in the Plan
for the purposes of this Section 14 and, under ERISA, you are entitled with
respect to benefits covered by ERISA to:

RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

            (a)   Examine, without charge, at the Plan Administrator's office
and at other specified locations, such as worksites, all documents governing the
Plan and a copy of the latest annual report (Form 5500 Series), if any, filed by
the Plan (note: the Plan, as of the date of its adoption, is not subject to the
requirement of filing such an annual report) with the U.S. Department of Labor
and available at the Public Disclosure Room of the Pension and Welfare Benefit
Administration;

            (b)   Obtain, upon written request to the Plan Administrator, copies
of documents governing the operation of the Plan and copies of the latest annual
report (Form 5500 Series), if any, (note: the Plan, as of the date of its
adoption, is not subject to the requirement of filing such an annual report) and
an updated (as necessary) Summary Plan Description. The Administrator may make a
reasonable charge for the copies; and

            (c)   Receive a summary of the Plan's annual financial report, if
any, (note: the Plan, as of the date of its adoption, is not subject to the
requirement of providing a summary annual report). The Plan Administrator is
required by law to furnish each participant with a copy of this summary annual
report, if any.


                                      16.

<PAGE>
PRUDENT ACTIONS BY PLAN FIDUCIARIES

            In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the employee
benefit plan. The people who operate the Plan, called "fiduciaries" of the Plan,
have a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including your employer, your union or
any other person, may fire you or otherwise discriminate against you in any way
to prevent you from obtaining a Plan benefit or exercising your rights under
ERISA.

ENFORCE YOUR RIGHTS

            If your claim for a Plan benefit is denied or ignored, in whole or
in part, you have a right to know why this was done, to obtain copies of
documents relating to the decision without charge, and to appeal any denial, all
within certain time schedules.

            Under ERISA, there are steps you can take to enforce the above
rights. For instance, if you request a copy of Plan documents or the latest
annual report from the Plan, if any, (note: the Plan, as of the date of its
adoption, is not subject to the requirement of filing such an annual report) and
do not receive them within 30 days, you may file suit in a Federal court. In
such a case, the court may require the Plan Administrator to provide the
materials and pay you up to $110 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the
Administrator.

            If you have a claim for benefits which is denied or ignored, in
whole or in part, you may file suit in a state or Federal court. In addition, if
you disagree with the Plan's decision or lack thereof concerning the qualified
status of a domestic relations order or a medical child support order, you may
file suit in Federal court.

            If it should happen that Plan fiduciaries misuse the Plan's money,
or if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a Federal
court. The court will decide who should pay court costs and legal fees. If you
are successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.

ASSISTANCE WITH YOUR QUESTIONS

            If you have any questions about the Plan, you should contact the
Plan Administrator. If you have any questions about this statement or about your
rights under ERISA, or if you need assistance in obtaining documents from the
Plan Administrator, you should contact the nearest office of the Pension and
Welfare Benefits Administration, U.S. Department of Labor, listed in your
telephone directory or the Division of Technical Assistance and Inquiries,
Pension and Welfare Benefits Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Pension and Welfare Benefits Administration.


                                      17.
<PAGE>
SECTION 15. GENERAL PROVISIONS.

      (a)   NOTICES. Any notice, demand or request required or permitted to be
given by either the Company or a Participant pursuant to the terms of this Plan
shall be in writing and shall be deemed given when delivered personally or
deposited in the U.S. mail, First Class with postage prepaid, and addressed to
the parties, in the case of the Company, at the address set forth in Section
11(a) and, in the case of a Participant, at the address as set forth in the
Company's employment file maintained for the Participant as previously furnished
by the Participant or such other address as a Party may request by notifying the
other in writing.

      (b)   TRANSFER AND ASSIGNMENT. The rights and obligations of Participant
under this Plan may not be transferred or assigned without the prior written
consent of the Company. This Plan shall be binding upon any surviving entity
resulting from a Change in Control and upon any other person who is a successor
by merger, acquisition, consolidation or otherwise to the business formerly
carried on by the Company without regard to whether or not such person or entity
actively assumes the obligations hereunder.

      (c)   WAIVER. Any Party's failure to enforce any provision or provisions
of this Plan shall not in any way be construed as a waiver of any such provision
or provisions, nor prevent any Party from thereafter enforcing each and every
other provision of this Plan. The rights granted the Parties herein are
cumulative and shall not constitute a waiver of any Party's right to assert all
other legal remedies available to it under the circumstances.

      (d)   SEVERABILITY. Should any provision of this Plan be declared or
determined to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired.

      (e)   SECTION HEADINGS. Section headings in this Plan are included for
convenience of reference only and shall not be considered part of this Plan for
any other purpose.

SECTION 16. EXECUTION.

      To record the adoption of the Plan as set forth herein, PETsMART, Inc. has
caused its duly authorized officer to execute the same as of the Effective Date.

                                          PETSMART, INC.


                                          By:
                                              ----------------------------------

                                          Title:
                                                 -------------------------------


                                      18.

<PAGE>
                                    EXHIBIT A

                                     RELEASE
                   (INDIVIDUAL TERMINATION, AGE 40 AND OLDER)

     I understand and agree completely to the terms set forth in the PETsMART,
Inc. Executive Change in Control and Severance Benefit Plan (the "Plan"). I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein. Certain
capitalized terms used in this Release are defined in the Plan.

      I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.

      I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

      Except as otherwise set forth in this Release, I hereby release, acquit
and forever discharge the Company, its parents and subsidiaries, and their
officers, directors, agents, servants, employees, shareholders, successors,
assigns and affiliates, of and from any and all claims, liabilities, demands,
causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed (other than any
claim for indemnification I may have as a result of any third party action
against me based on my employment with the Company), arising out of or in any
way related to agreements, events, acts or conduct at any time up to and
including the date I execute this Release, including, but not limited to: all
such claims and demands directly or indirectly arising out of or in any way
connected with my employment with the Company or the termination of that
employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock options,
or any other ownership interests in the Company, vacation pay, fringe benefits,
expense reimbursements, severance pay, or any other form of compensation; claims
pursuant to any federal, state or local law or cause of action including, but
not limited to, the federal Civil Rights Act of 1964, as amended; the federal
Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal
Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; the laws of the State of Arizona or
other applicable state; tort law; contract law; wrongful discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied
covenant of good faith and fair dealing; provided, however, that nothing in this
paragraph shall be construed in any way to release the Company from its
obligation to indemnify me pursuant to the Company's indemnification obligation
pursuant to agreement or applicable law.


                                       1.
<PAGE>
            I acknowledge that I am knowingly and voluntarily waiving and
releasing any rights I may have under ADEA. I also acknowledge that the
consideration given under the Plan for the waiver and release in the preceding
paragraph hereof is in addition to anything of value to which I was already
entitled. I further acknowledge that I have been advised by this writing, as
required by the ADEA, that: (A) my waiver and release do not apply to any rights
or claims that may arise on or after the date I execute this Release; (B) I have
the right to consult with an attorney prior to executing this Release; (C) I
have twenty-one (21) days to consider this Release (although I may choose to
voluntarily execute this Release earlier); (D) I have seven (7) days following
my execution of this Release to revoke the Release; and (E) this Release shall
not be effective until the date upon which the revocation period has expired,
which shall be the eighth (8th) day after I execute this Release.

                                          EMPLOYEE


                                          Name:
                                               ---------------------------------

                                          Date:
                                               ---------------------------------


                                       2.
<PAGE>
                                    EXHIBIT B

                                     RELEASE
                (INDIVIDUAL AND GROUP TERMINATION, UNDER AGE 40)

     I understand and agree completely to the terms set forth in the PETsMART,
Inc. Executive Change in Control and Severance Benefit Plan (the "Plan"). I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein. Certain
capitalized terms used in this Release are defined in the Plan.

      I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.

      I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

     Except as otherwise set forth in this Release, I hereby release, acquit and
forever discharge the Company, its parents and subsidiaries, and their officers,
directors, agents, servants, employees, shareholders, successors, assigns and
affiliates, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations of
every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed (other than any claim for
indemnification I may have as a result of any third party action against me
based on my employment with the Company), arising out of or in any way related
to agreements, events, acts or conduct at any time up to and including the date
I execute this Release, including, but not limited to: all such claims and
demands directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment, including but
not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands related
to salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of compensation; claims pursuant to any
federal, state or local law or cause of action including, but not limited to,
the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities
Act of 1990; the laws of the State of Arizona or other applicable state; tort
law; contract law; wrongful discharge; discrimination; fraud; defamation;
emotional distress; and breach of the implied covenant of good faith and fair
dealing; provided, however, that nothing in this paragraph shall be construed


                                       1.
<PAGE>
in any way to release the Company from its obligation to indemnify me pursuant
to the Company's indemnification obligation pursuant to agreement or applicable
law.

                                          EMPLOYEE


                                          Name:
                                               ---------------------------------

                                          Date:
                                               ---------------------------------


                                       2.
<PAGE>
                                    EXHIBIT C

                                     RELEASE
                      (GROUP TERMINATION, AGE 40 AND OLDER)

      I understand and agree completely to the terms set forth in the PETsMART,
Inc. Executive Change in Control and Severance Benefit Plan (the "Plan"). I
understand that this Release, together with the Plan, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof. I am not relying on any promise or
representation by the Company that is not expressly stated herein. Certain
capitalized terms used in this Release are defined in the Plan.

      I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.

      I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

      Except as otherwise set forth in this Release, I hereby release, acquit
and forever discharge the Company, its parents and subsidiaries, and their
officers, directors, agents, servants, employees, shareholders, successors,
assigns and affiliates, of and from any and all claims, liabilities, demands,
causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed (other than any
claim for indemnification I may have as a result of any third party action
against me based on my employment with the Company), arising out of or in any
way related to agreements, events, acts or conduct at any time up to and
including the date I execute this Release, including, but not limited to: all
such claims and demands directly or indirectly arising out of or in any way
connected with my employment with the Company or the termination of that
employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock options,
or any other ownership interests in the Company, vacation pay, fringe benefits,
expense reimbursements, severance pay, or any other form of compensation; claims
pursuant to any federal, state or local law or cause of action including, but
not limited to, the federal Civil Rights Act of 1964, as amended; the federal
Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal
Employee Retirement Income Security Act of 1974, as amended; the federal
Americans with Disabilities Act of 1990; the laws of the State of Arizona or
other applicable state; tort law; contract law; wrongful discharge;
discrimination; fraud; defamation; emotional distress; and breach of the implied
covenant of good faith and fair dealing; provided, however, that nothing in this
paragraph shall be construed in any way to release the Company from its
obligation to indemnify me pursuant to the Company's indemnification obligation
pursuant to agreement or applicable law.


                                       1.
<PAGE>
      I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under ADEA. I also acknowledge that the consideration
given under the Plan for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already entitled. I
further acknowledge that I have been advised by this writing, as required by the
ADEA, that: (A) my waiver and release do not apply to any rights or claims that
may arise on or after the date I execute this Release; (B) I have the right to
consult with an attorney prior to executing this Release; (C) I have forty-five
(45) days to consider this Release (although I may choose to voluntarily execute
this Release earlier); (D) I have seven (7) days following my execution of this
Release to revoke the Release; (E) this Release shall not be effective until the
date upon which the revocation period has expired, which shall be the eighth day
(8th) after I execute this Release; and (F) I have received with this Release a
detailed list of the job titles and ages of all employees who were terminated in
this group termination and the ages of all employees of the Company in the same
job classification or organizational unit who were not terminated.

                                          EMPLOYEE


                                          Name:
                                               ---------------------------------

                                          Date:
                                               ---------------------------------


                                       2.