Form of Revised Restricted Stock Unit Grant Notice for 2011 Plan



 Exhibit 10.4 
 PETSMART, INC. 
 RESTRICTED STOCK
UNIT GRANT NOTICE 
 (2011 EQUITY INCENTIVE
PLAN) 
 PetSmart, Inc. (the “Company”), pursuant to its 2011 Equity Incentive Plan (the
“Plan”) hereby grants to Participant the right to acquire the shares of the Company’s Common Stock in the future as set forth below (“RSU Grant”). This RSU Grant is a “restricted stock unit” granted pursuant to
Section 7 of the Plan and is subject to all of the terms and conditions as set forth herein and the Plan, which is attached hereto and incorporated herein in its entirety. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan. Except as otherwise expressly provided herein, in the event of any conflict between the terms in this RSU Grant Notice and the Plan, the terms of the Plan shall control. 

 

			
	 Participant:
	  	  

		
	 Date of Grant:
	  	  

		
	 Number of Restricted Stock Units (RSUs):
	  	  

		
	 Consideration:
	  	  

		
	 Email Address:
	  	  


 This RSU Grant Notice and the Plan set forth the entire understanding between Participant and the Company regarding the
RSU Grant and supersede all prior oral and written agreements on that subject. Notwithstanding the foregoing, if the Participant is eligible to participate in the Executive Change in Control and Severance Benefit Plan (an “Executive
Participant”), the RSU Grant shall be subject to the terms of the Executive Change in Control and Severance Benefit Plan (the “Executive Severance Plan”) to the extent expressly herein. 

The details of your RSU Grant are as follows: 
 1. RSU GRANT. Each awarded RSU specified in your Grant Notice represents the right to receive on a future date one share of Common Stock, subject to all of the terms
and conditions of this RSU Grant and the Plan. However, the number of Restricted Stock Units subject to your RSU Grant (and the corresponding number of shares of common stock issuable at a future date) may be adjusted from time to time for
capitalization adjustments as set forth in the Plan. No fractional Restricted Share Units shall be created, and the Committee shall, in its discretion, determine an equivalent benefit for any fractional Restricted Share Units that might be created
by such adjustments Any Performance Share Units subject to your PSU Grant that are not awarded to you by the Committee will be automatically forfeited, will revert to the Plan, and you will have no rights with respect to such forfeited Performance
Share Units. 
 2. VESTING. Subject to the limitations contained herein, your RSU Grant shall become fully
vested if you retain your Continuous Status as an Employee, Director or Consultant through the earlier of (i) the expiration of the three-year period following the Date of Grant, (ii) if you are an Executive Participant, upon any vesting
acceleration of the RSU Grant provided by the Executive Severance Plan pursuant to its terms, or (iii) upon any vesting acceleration of the RSU Grant provided for pursuant to any Company plan or any agreement between you and the Company,
whether currently in effect or adopted or entered into hereafter. For clarity, at no time shall the vesting of the RSU Grant be greater than one hundred percent (100%). Any awarded Restricted 








 
Share Units that have vested in accordance with the vesting criteria set forth in this Section 2 are “Vested Units.” Your Continuous Status as an Employee, Director, or Consultant
shall not be considered terminated due to a change in the capacity in which you perform services for the Company, provided you remain an Employee, Director, or Consultant of the Company. 

(a) Death or Disability. If your Continuous Status as an Employee, Director or Consultant ends due to death or Disability, vesting
of your Restricted Share Units shall be prorated over the three-year vesting period by reference to the number of months of service you completed after the commencement of the vesting period as a fraction against 36 months (with any fractional or
partial month eliminated), not to exceed one hundred percent (100%). 
 (b) Retirement Termination. If you are an
“Eligible Retiree” and incur a “Retirement Termination” prior to the expiration of the three-year vesting period, the RSU Grant pro rata vest upon termination with respect to the percentage of the RSU Grant as determined pursuant
to the “Retirement Vesting Schedule” set forth below: 
  

	 	•	 	 You will be an “Eligible Retiree” if, at the time of termination of your Continuous Status as an Employee, Director or Consultant, you
(i) are an Employee; (ii) are at least fifty-five (55) years of age; and (iii) have been continuously employed by the Company or an Affiliate during the five (5) year period ending on the date of termination.



  

	 	•	 	 “Retirement Termination” means a termination of your Continuous Status as an Employee, Director or Consultant pursuant to voluntary
termination but only if (i) such voluntary termination has been designated by the Company, in its sole discretion, as a retirement and (ii) you enter into a noncompetition agreement if requested by, and in a form acceptable to, the
Company. Notwithstanding the foregoing, the Company will not designate your voluntary termination as a Retirement Termination if the Company determines that such termination is detrimental to the Company. 



 

	 	•	 	 “Retirement Vesting Schedule” shall be determined as follows. Unless and until there is a Retirement Termination, the vesting percentage for
the Retirement Vesting Schedule shall be zero. If a Retirement Termination occurs, vesting shall be prorated over the three-year vesting period by reference to the number of months of service you completed after the commencement of the vesting
period as a fraction against 36 months (with any fractional or partial month eliminated), not to exceed one hundred percent (100%). 


 (c) Forfeiture. Any awarded Restricted Share Units that do not vest in accordance with this Section 2 will be automatically forfeited, will revert to the Plan, and you will have no rights with
respect to such forfeited Restricted Share Units. 
 3. SECURITIES LAW
COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not be issued any shares of common stock in respect of your RSU Grant unless either (i) the shares of common stock are then
registered under the Securities Act; or (ii) if the shares of common stock are not then so registered, the Company has determined that such purchase and issuance would be exempt from the registration requirements of the Securities Act. Your RSU
Grant also must comply with other applicable laws and regulations governing your RSU Grant, and you may not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations.








 4. DATE OF ISSUANCE. 

(a) Subject to paragraph (c) of this Section 4, the Company will deliver to you a number of shares of the Company’s
common stock equal to the number of Vested Units subject to your RSU Grant and an dividend equivalents credited to pursuant to Section 5 within thirty (30) days after vesting occurs. However, if a scheduled delivery date falls on a date
that is not a business day, such delivery date shall instead fall on the next following business day. 
 (b)
Notwithstanding the foregoing, in the event that (i) you are subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or you are
otherwise prohibited from selling shares of the Company’s common stock in the public market and any shares in respect of your RSU Grant are scheduled to be delivered on a day (the “Original Distribution Date”) that does
not occur during an open “window period” applicable to you, as determined by the Company in accordance with such policy, or does not occur on a date when you are otherwise permitted to sell shares of the Company’s common stock on the
open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from your distribution, a) you may satisfy the tax withholding by submitting a cash payment to the Company and such shares will be
delivered to you on the Original Distribution Date or b) such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable
to you pursuant to such policy (regardless of whether you are still providing continuous services at such time) or the next business day when you are not prohibited from selling shares of the Company’s common stock in the open market, but in no
event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which vesting occurs. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such
shares) shall be determined by the Company. 
 (c) As a condition to the issuance of shares of Company common stock under
this Section 4 for the number of Vested Units, you must acknowledge (i) your receipt and review of the Grant Notice, the Plan, the Plan prospectus and the Company’s most recent Form 10-K filing with the U. S. Securities and Exchange
Commission and (ii) your acceptance of the terms of the Grant Notice within thirty (30) days of the Date of Grant, in such manner and form as required by the Company. 

5. DIVIDENDS. The Company shall maintain a notional account pursuant to which you will be credited with a nominal
amount equal to any cash dividend, stock dividend or other distribution made during the Vesting Period that does not result form a capitalization adjustment as provided in the Plan based on the number of RSUs granted. The amount of dividend
equivalents payable, if any, shall equal the amounts credited to your notional account under this Section 5, subject to any applicable withholding. Notwithstanding the foregoing, if your Continuous Status as an Employee, Director or Consultant
terminates before the end of the Vesting Period due to your death, Disability or Retirement Termination, no additional dividend equivalents shall be credited to your notional account after such termination and you shall receive only the nominal
amount of dividend equivalents credited up until such termination. All amounts credited under this Section 5 shall be paid to you in cash at the time of issuance of shares of Company common stock under Section 4. Your dividend equivalents
shall not be eligible to accrue interest at any time. 







 6. NON-TRANSFERABILITY OF THE
RSU GRANT. Your RSU Grant is not transferable, except by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income
Security Act (a “QDRO”). In addition to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or otherwise dispose of any interest in any of the shares of common
stock that may be issued to you in respect of the RSU Grant until the shares are issued to you in accordance with Section 4 herein. After the shares have been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise
dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to
the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of common stock to which you were entitled at the time of your death pursuant to this Grant Notice. 

7. RESTRICTIVE LEGENDS. The shares issued in respect of your RSU Grant shall have endorsed thereon
appropriate legends as determined by the Company. 
 8. RSU GRANT NOT A
SERVICE CONTRACT. Your RSU Grant is not an employment or service contract, and nothing in your RSU Grant shall be deemed to create in any way whatsoever any obligation on your part to continue in the
employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your RSU Grant shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 9.
WITHHOLDING OBLIGATIONS. 
 (a) On or before the time you receive a distribution of the
shares in respect of your RSU Grant, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from the common stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any affiliate which arise in connection with your RSU Grant (the “Withholding Taxes”). Additionally, the Company may, in
its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your RSU Grant by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by
the Company; (ii) withholding from any cash payable to you with respect to any dividend equivalents; (iii) causing you to tender a cash payment; or (iv) withholding shares of common stock from the shares of common stock issued or
otherwise issuable to you in connection with the RSU Grant with a Fair Market Value (measured as of the date shares of common stock are issued to pursuant to Section 4) equal to the amount of such Withholding Taxes; provided, however, that the
number of such shares of common stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum required statutory withholding rates for federal, state, local and foreign
tax purposes, including payroll taxes, that are applicable to supplemental taxable income. 
 (b) Unless the tax
withholding obligations of the Company or any Affiliate are satisfied, the Company shall have no obligation to deliver to you any common stock. 







 10. UNSECURED OBLIGATION. Your RSU Grant is unfunded,
and as a holder of a vested RSU Grant, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Grant Notice. You shall not have voting or any other rights
as a stockholder of the Company with respect to the shares to be issued pursuant to this Grant Notice until such shares are issued to you pursuant to Section 4 herein. Upon such issuance, you will obtain full voting and other rights as a
stockholder of the Company. Nothing contained in this Grant Notice, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other
person. 
 11. TAX CONSEQUENCES. You have reviewed with your own tax advisors the federal,
state, local and foreign tax consequences of this investment and the transactions contemplated by this Grant Notice. You are relying solely on such advisors and not on any statements or representations of the Company or any of its agents. You
understand that you (and not the Company) shall be responsible for your own tax liability that may arise as a result of your RSU Grant 
 12. NOTICES. Any notice or request required or permitted hereunder shall be given in writing to each of the other parties hereto and shall be deemed effectively given
on the earlier of (a) the date of personal delivery, including delivery by express courier, or (b) the date that is five days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered
or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party may designate by ten days’ advance written notice to each of the other parties hereto: 

 

			
	COMPANY:	  	PetSmart Inc.
		  	19601 North 27th Avenue
		  	Phoenix, AZ 85027
		  	Attn: General Counsel
		
	YOU:	  	Your address as on file with the Company’s
		  	People Department at the time notice is given
		
	ESCROW AGENT:	  	Corporate Secretary
		  	PetSmart, Inc.
		  	 19601 North 27th Avenue

Phoenix, AZ 85027


 13. MISCELLANEOUS. 

(a) The rights and obligations of the Company under your RSU Grant shall be transferable to any one or more persons or entities,
and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns. Your rights and obligations under your RSU Grant may only be assigned with the prior written consent of the
Company. 







 (b) You agree upon request to execute any further documents or instruments necessary
or desirable in the sole determination of the Company to carry out the purposes or intent of your RSU Grant. 
 (c) You
acknowledge and agree that you have reviewed your RSU Grant in its entirety, have had an opportunity to obtain the advice of counsel and fully understand all provisions of your RSU Grant. 

(d) This Grant Notice shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required. 
 (e) All obligations of the Company under the Plan and
this Grant Notice shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company. 
 14. GOVERNING PLAN DOCUMENT. Your
RSU Grant is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your RSU Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your RSU Grant and those of the Plan, the provisions of the Plan shall control. 
 15. SEVERABILITY. If all or any part of this Grant Notice or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any portion of this Grant Notice or the Plan not declared to be unlawful or invalid. Any Section of this Grant Notice (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 
 16. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the RSU Grant subject to this Grant Notice shall
not be included as compensation, earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan sponsored by the Company or any affiliate, except as such plan otherwise expressly
provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any affiliate’s employee benefit plans. 
 17. CHOICE OF LAW. The interpretation, performance and enforcement of this Grant Notice will be governed by the law of the state of Arizona without
regard to such state’s conflicts of laws rules. 
 18. AMENDMENT. This Grant Notice may not be
modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Grant Notice may be amended solely by the Committee by a writing which
specifically states that it is amending this RSU Grant, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting
the foregoing, the Committee reserves the right to change, by written notice to you, the provisions of this Grant Notice in any way it may deem necessary or advisable to carry out the purpose of the








 
grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights
relating to that portion of the RSU Grant which is then subject to restrictions as provided herein. 

*    *    * 







 ATTACHMENT II 

THE PLAN