Form of Nonstatutory Stock Option Agreement



 EXHIBIT 10.5.1 
  
 CENTRAL GARDEN & PET COMPANY 
 2003 OMNIBUS EQUITY INCENTIVE PLAN 
 NONQUALIFIED STOCK OPTION AGREEMENT 
  
 1. Grant of Option. Central Garden & Pet Company (the
“Company”) hereby grants to First Name Last Name (the “Employee”) under the Central Garden & Pet Company 2003 Omnibus Equity Incentive Plan (the “Plan”), as a separate incentive in connection with his or her
employment and not in lieu of any salary or other compensation for his or her services, a nonqualified stock option to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any part of an aggregate of (insert
shares) shares of authorized shares of the Common Stock, at the purchase price set forth in paragraph 2 of this Agreement. The option granted hereby is not intended to be an Incentive Stock Option within the meaning of section 422 of the
Internal Revenue Code of 1986, as amended. 
  
 2. Exercise
Price. The purchase price per share (the “Option Price”) shall be $(price), which is the fair market value per share of the Common Stock. The effective date of this Agreement shall be (date). The Option Price shall be
payable in the legal tender of the United States or, in the discretion of the Committee, in shares of the Common Stock of the Company or in a combination of such legal tender and such shares. 
  
 3. Number of Shares. The number and class of shares specified in
paragraph 1 above, and/or the Option Price, are subject to appropriate adjustment in the event of changes in the capital stock of the Company by reason of stock dividends, split-ups or combinations of shares, reclassifications, mergers,
consolidations, reorganizations or liquidations. Subject to any required action of the stockholders of the Company, if the Company shall be the surviving corporation in any merger or consolidation, the option granted hereunder (to the extent that it
is still outstanding) shall pertain to and apply to the securities to which a holder of the same number of shares of Common Stock that are then subject to the option would have been entitled. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. 
  

4. Commencement of Exercisability. The shares granted under this Option Agreement are exercisable commencing on (date).

  
 5. Termination of Option. In the event of termination
of the Employee’s employment with the Company and all Affiliates for any reason other than death, the Employee may, within one (1) month after the date of such termination and within (expiration date) from the date of this Agreement, whichever
shall first occur, exercise the option to the extent the right to exercise the option had accrued as of the date of such termination. If the Employee’s termination of employment is on account of his or her death, or if the Employee shall die
within such one (1) month period, the option may be exercised by the Employee’s transferee, as hereinafter provided, to the same extent that the right to exercise the option had accrued immediately prior to the Employee’s death, for a
period of two (2) months after the date of the Employee’s death. 
  

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 6. Persons Eligible to Exercise. The option shall be exercisable during the Employee’s
lifetime only by the Employee. The option shall be non-transferable by the Employee other than by a beneficiary designation made in a form and manner acceptable to the Committee, or by will or the applicable laws of descent and distribution.

  
 7. After the Death of Employee. To the extent
exercisable after the Employee’s death, the option shall be exercised only by the Employee’s designated beneficiary or beneficiaries, or if no beneficiary survives the Employee, by the person or persons entitled to the option under the
Employee’s will, or if the Employee shall fail to make testamentary disposition of the option, his or her legal representative. A transferee exercising the option must furnish the Company (a) written notice of his or her status as transferee,
(b) evidence satisfactory to the Company to establish the validity of the transfer of the option and compliance with any laws or regulations pertaining to said transfer, and (c) written acceptance of the terms and conditions of the option as
prescribed in this Agreement. 
  
 8. Exercise of Option.
The option may be exercised by the person then entitled to do so as to any shares which may then be purchased (a) by giving written notice of exercise to the Company, specifying the number of full shares to be purchased and accompanied by full
payment of the purchase price thereof (and the amount of any income tax the Company is required by law to withhold by reason of such exercise), and (b) by giving satisfactory assurances in writing if requested by the Company, signed by the person
exercising the option, that the shares to be purchased upon such exercise are being purchased for investment and not with a view to the distribution thereof. 
  
 9. Suspension of Exercisability. If at any time the Company shall determine, in its discretion, that the listing, registration or qualification of
the shares covered by the option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition of the purchase of shares hereunder, the
option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company. The Company shall make
reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. 
  
 10. No Rights of Stockholder. Neither the Employee nor any person claiming under or through said Employee shall be or
have any of the rights or privileges of a stockholder of the Company in respect of any of the shares issuable upon the exercise of the option, unless and until certificates representing such shares shall have been issued, recorded on the records of
the Company or its transfer agents or registrars, and delivered to Employee. 
  
 11. Option has No Effect on Employment. The terms of Employee’s employment shall be determined from time to time by the Company, or the Subsidiary employing the Employee, as the case may be, and the
Company, or the Subsidiary employing the Employee, as the case may be, shall have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or
without good cause. 
  

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 12. Addresses for Notices. Any notice to be given to the Company under the terms of this Agreement
shall be addressed to the Company, in care of its Chief Financial Officer, 1340 Treat Blvd., Suite 600, Walnut Creek, CA 94597, or at such other address as the Company may hereafter designate in writing. Any notice to be given to the Employee shall
be addressed to the Employee address set forth beneath the Employee’s signature hereto, or at such other address as the Employee may hereafter designate in writing. Any such notice shall be deemed to have been duly given if and when enclosed in
a properly sealed envelope, addressed as aforesaid, registered or certified and deposited, postage and registry fee prepaid, in a United States post office. 
  
 13. Non-Transferability of Option. Except as otherwise herein provided, the option herein granted and the rights and privileges conferred hereby
shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of said option, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon any attempted sale under any execution, attachment or similar process upon the rights and privileges conferred
hereby, said option and the rights and privileges conferred hereby shall immediately become null and void. 
  
 14. Maximum Term of Option. Notwithstanding any other provision of this Agreement, this option is not exercisable after the expiration of
(expiration date) from the effective date of this Agreement. 
  
 15. Binding Agreement. Subject to the limitation on the transferability of the option contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of the parties hereto. 
  
 16. Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of the Agreement and one or more provision of the Plan, the provisions of the Plan shall
govern. Terms used in this Agreement that are not defined in this Agreement shall have the meaning set forth in the Plan. 
  
 17. Committee Authority. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and
binding upon Employee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement. 
  
 18. Captions. Captions provided herein are for convenience only and
are not to serve as a basis for interpretation or construction of this Agreement. 
  

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 19. Agreement Severable. In the event that any provision in this Agreement shall be held invalid
or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of the Agreement. 
  
 IN WITNESS WHEREOF, the parties have executed this Agreement, in duplicate, effective as of the day and year specified in paragraph 2 of
this Agreement. 
  

			
	CENTRAL GARDEN AND PET COMPANY
		
	By	 	  


	[Name]	 	 
	[Title]	 	 



	
	  
  


	 EMPLOYEE SIGNATURE

	  


	 DATE

	  


	 ADDRESS

	  


	 SOCIAL SECURITY NUMBER


  

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