exv10w3









Exhibit 10.3




PETSMART, INC.

Restricted Stock Grant Notice

(2011 Equity Incentive Plan)





     PetSmart, Inc. (the “Company”), pursuant to its 2011 Equity Incentive
Plan as defined below (the “Plan”) hereby grants to Participant the right to acquire the number of
shares of the Company’s Common Stock set forth below (“Award”). This Award is “restricted stock”
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.



	 	 	 	 	 

	Participant:
	 	 	 	 
	Date of Grant:

	 	 

	 	 
	Number of Shares Subject to Award:

	 	 

	 	 
	Closing Date:

	 	 

	 	 
	Email Address:

	 	 

	 	 
	 

	 	 

	 	 





Vesting Schedule: The shares subject to this Award will vest in accordance with the
following schedule:




	 	 	 
	 	 	Percentage of Shares Vesting
	Vesting Date:	 	on the Vesting Date:
	VEST_DATE_PERIOD
	 	100%





This Grant Notice and the Plan set forth the entire understanding between Participant and the
Company regarding the acquisition of stock in the Company pursuant to this Award and supersede all
prior oral and written agreements on that subject with the exception of the following agreements:




	 	 	 

	Other Arrangements or Agreements:
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




By accepting any award under this Grant Notice, Participant acknowledges receipt of, and
understands and agrees to the terms of, this Grant Notice and the Plan. Participant further
acknowledges receipt of the PetSmart, Inc. 2011 Equity Incentive Plan Prospectus.







 









 








PETSMART, INC.

Restricted Stock Grant Notice

(2011 Equity Incentive Plan)




     The details of your Award under the PetSmart, Inc. 2011 Equity Incentive Plan
are set forth below.



     1. Right to Purchase. This Award represents the right to purchase from the Company,
and the Company’s agreement to sell to you, the aggregate number of shares of Common Stock
specified in your Grant Notice for the consideration set forth in Section 3 and subject to all of
the terms and conditions of the Award and the Plan. You may not purchase less than the aggregate
number of shares specified in the Grant Notice.



     2. Closing. The purchase and sale of the shares shall be consummated as follows:



          (a) You may purchase the shares by delivering your Grant Notice, executed by you in the manner
required by the Company, to the Stock Plan Administration Manager of the Company, or to such other
person as the Company may designate, during regular business hours, on the Closing Date specified
in the Grant Notice (or at such other time and place as you and the Company may mutually agree upon
in writing) along with any consideration, other than your past or future services, to be delivered
by you on the Closing Date pursuant to Section 3 and such additional documents as the Company may
then require.




          (b) The Company will direct the transfer agent for the Company to deliver to the Escrow Agent
pursuant to the terms of Section 9, below, the certificate or certificates evidencing the shares of
Common Stock being purchased by you. You acknowledge and agree that any such shares may be held in
book entry form directly registered with the transfer agent or in such other form as the Company
may determine.




     3. Payment. Unless otherwise specified in your Grant Notice, the purchase price for
the Common Stock to be delivered by you on the Closing Date shall be deemed paid, in whole or in
part, in consideration of past and future services in the amounts and to the extent required by
law.



     4. Vesting. Subject to the limitations and exceptions contained herein, the shares
you purchase will vest as provided in the Vesting Schedule set forth in this Grant Notice, provided
that vesting will cease upon the termination of your Continuous Status as an Employee, Director, or
Consultant. (The vesting pursuant to this Section 4(a) is referred to as “Regular Vesting.”) 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) Stock Trading Policy. In the event that you are subject to the Company’s policy on Stock
Trading by Officers, Directors and Certain Other Employees and any shares covered by your Award
vest on a day (the “Original Vest Date”) that does not occur during a “window period” applicable to
you as determined by the Company in accordance with such policy, then such shares shall not vest on
such Original Vest Date and shall instead vest on the first to occur



 









 






of the following: (a) the
first day of the next “window period” applicable to you pursuant to such policy, (b) your
termination of employment provided such termination of employment is after the Original Vest Date
and constitutes a Covered Termination as defined in the Plan, or (c) the day that is sixty (60)
days after the Original Vest Date.




          (b) Death or Disability. If your Continuous Status as an Employee, Director, or Consultant
ends due to death or Disability, vesting of the shares you purchase under this Award shall be
prorated over the vesting period by reference to the number of months of service you completed
after the Closing Date as a fraction against the number of months in the vesting period (with any
fractional or partial month eliminated), not to exceed one hundred percent (100%).




          (c) Retirement Termination. If you are an Eligible Retiree as defined below and you incur a
Retirement Termination prior to the expiration of the vesting period that commences on the Closing
Date, the vesting of the shares you purchase under this Award will automatically accelerate
pursuant to the Retirement Vesting Schedule set forth below. (The vesting pursuant to this Section
4(c) is referred to as “Retirement Vesting.”)




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



               (ii) The Retirement Vesting Schedule shall be determined as set forth in this Section
4(c)(ii). Unless and until there is a Retirement Termination, the vesting percentage for the
Retirement Vesting Schedule shall be zero. If a Retirement Termination occurs, the vesting shall
be prorated over the applicable vesting period by reference to the number of months of service you
completed after the Closing Date as a fraction against the number of months in the vesting period
(with any fractional or partial month eliminated), not to exceed one hundred percent (100%).



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



          (d) Shares purchased by you that have vested in accordance with the Vesting Schedule set forth
in this Grant Notice are “Vested Shares.” Shares purchased by you pursuant to this Notice that are
not Vested Shares are “Unvested Shares.”




     5. Number of Shares and Cash Purchase Price per Share. The number of shares of
Common Stock subject to your Award and your Cash Purchase Price per Share referenced in this Grant
Notice may be adjusted from time to time for capitalization adjustments as set forth in the Plan.



     6. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not purchase any shares of Common Stock under your Award unless the shares of
Common Stock issuable upon such purchase are then registered under the Securities Act



 









 







or, if such
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. The
purchase of shares under your Award also must comply with other applicable laws and regulations
governing your Award, and you may not purchase such shares if the Company determines that such
purchase would not be in material compliance with such laws and regulations.



     7. Right of Reacquisition. The Company shall simultaneously with the termination of
your Continuous Status as an Employee, Director, or Consultant automatically reacquire (the
“Reacquisition Right”) for no consideration all of the Unvested Shares, unless the Company agrees
to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall
be exercised by the Company by written notice to you or your representative (with a copy to the
Escrow Agent, as defined below) within ninety (90) days after the termination of your Continuous
Status as an Employee, Director, or Consultant, and the Escrow Agent may then release to you the
number of Unvested Shares not being reacquired by the Company. If the Company does not waive its
reacquisition right as to all of the Unvested Shares, then upon such termination of your Continuous
Status as an Employee, Director, or Consultant, the Escrow Agent shall transfer to the Company the
number of Unvested Shares the Company is reacquiring. The Reacquisition Right shall expire when
all of the shares have become Vested Shares in accordance with Section 4.



     8. Certain Corporate Transactions. In the event of a corporate transaction event set
forth in Section 13(b) of the Plan, the Reacquisition Right may be assigned by the Company to the
successor of the Company (or such successor’s parent company), if any, in connection with such
transaction. To the extent the Reacquisition Right remains in effect following such transaction,
it shall apply to the new capital stock or other property received in exchange for the Common Stock
in consummation of the transaction, but only to the extent the Common Stock was at the time covered
by such right.



     9. Escrow of Unvested Common Stock. As security for your faithful performance of the
terms set forth in this Grant Notice and to insure the availability for delivery of your Common
Stock upon execution of the Reacquisition Right provided in Section 7, above, you agree to the
following “Joint Escrow” and “Joint Escrow Instructions,” and you and the
Company hereby authorize and direct the Corporate Secretary of the Company or the Corporate
Secretary’s designee (“Escrow Agent”) to hold the documents delivered to Escrow Agent pursuant to
the terms of this Notice and of your Grant Notice, in accordance with the following Joint Escrow
Instructions:



          (a) In the event of the termination of your Continuous Status as an Employee, Director, or
Consultant, the Company shall pursuant to the Reacquisition Right in Section 7, above,
automatically reacquire for no consideration all Unvested Shares, within the meaning of Section 4,
above, as of the date of such termination, unless the Company elects to waive such right as to some
or all of the Unvested Shares. If the Company (or its assignee) elects to waive the Reacquisition
Right, the Company or its assignee will give you and Escrow Agent a written notice specifying the
number of shares of stock not to be reacquired. You and the Company hereby irrevocably authorize
and direct Escrow Agent to close the transaction contemplated by such notice as soon as practicable
following the date of termination of service in accordance with the terms of this Notice and the
notice of waiver, if any.




          (b) Vested Shares shall be delivered to you upon your request given in the manner provided in
Section 19 for giving notices.




 









 








          (c) At any closing involving the transfer or delivery of some or all of the property subject
to this Award and Grant Notice, Escrow Agent is directed (a) to date any stock assignments
necessary for the transfer in question, (b) to fill in the number of shares being transferred, and
(c) to deliver same, together with the certificate, if any, evidencing the shares of Common Stock
to be transferred, to you or the Company, as applicable.




          (d) You irrevocably authorize the Company to deposit with Escrow Agent the certificates, if
any, evidencing shares of Common Stock to be held by Escrow Agent hereunder and any additions and
substitutions to said shares as specified in this Agreement. You do hereby irrevocably constitute
and appoint Escrow Agent as your attorney-in-fact and agent for the term of this escrow to execute
with respect to such securities and other property all documents of assignment and/or transfer and
all stock certificates necessary or appropriate to make all securities negotiable and complete any
transaction herein contemplated.




          (e) This escrow shall terminate upon the expiration or application in full of the
Reacquisition Right, whichever occurs first, and the completion of the tasks contemplated by these
Joint Escrow Instructions.




          (f) If at the time of termination of this escrow Escrow Agent should have in its possession
any documents, securities, or other property belonging to you, Escrow Agent shall deliver all of
same to you and shall be discharged of all further obligations hereunder.




          (g) Except as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties
hereunder may be altered, amended, modified, or revoked only by a writing signed by all of the
parties hereto.




          (h) Escrow Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or refraining from
acting on any instrument reasonably believed by Escrow Agent to be genuine and to have been signed
or presented by the proper party or parties or their assignees. Escrow Agent shall not be
personally liable for any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as
attorney-in-fact for you while acting in good faith and any act done or omitted by Escrow Agent
pursuant to the advice of Escrow Agent’s own attorneys shall be conclusive evidence of such good
faith.




          (i) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only orders or process of
courts of law, and is hereby expressly authorized to comply with and obey orders, judgments, or
decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment, or
decree of any court, Escrow Agent shall not be liable to any of the parties hereto or to any other
person, firm, or corporation by reason of such compliance, notwithstanding any such order,
judgment, or decree being subsequently reversed, modified, annulled, set aside, vacated, or found
to have been entered without jurisdiction.




          (j) Escrow Agent shall not be liable in any respect on account of the identity, authority, or
rights of the parties executing or delivering or purporting to execute or deliver this Notice or
any documents or papers deposited or called for hereunder.




 









 








          (k) Escrow Agent shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents deposited with Escrow
Agent.




          (l) Escrow Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow Agent
shall cease to be the Secretary of the Company or if Escrow Agent shall resign by written notice to
each party. In the event of any such termination, the Company may appoint any officer or assistant
officer of the Company or other person who in the future assumes the position of Secretary for the
Company as successor Escrow Agent and you hereby confirm the appointment of such successor or
successors as your attorney-in-fact and agent to the full extent of such successor Escrow Agent’s
appointment.




          (m) If Escrow Agent reasonably requires other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join
in furnishing such instruments.




          (n) It is understood and agreed that should any dispute arise with respect to the delivery
and/or ownership or right of possession of the securities, Escrow Agent is authorized and directed
to retain in its possession without liability to anyone all or any part of said securities until
such dispute shall have been settled either by mutual written agreement of the parties concerned or
by a final order, decree, or judgment of a court of competent jurisdiction after the time for
appeal has expired and no appeal has been perfected, but Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings.




          (o) By signing the Grant Notice, Escrow Agent becomes a party hereto only for the purpose of
said Joint Escrow Instructions in this Section 9; Escrow Agent does not become a party to any other
rights and obligations of the Grant Notice apart from those in this Section 9.




          (p) Escrow Agent shall be entitled to employ such legal counsel and other experts as Escrow
Agent may deem necessary properly to advise Escrow Agent in connection with Escrow Agent’s
obligations hereunder. Escrow Agent may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation therefor. The Company shall be responsible for all fees generated
by such legal counsel in connection with Escrow Agent’s obligations hereunder.




          (q) These Joint Escrow Instructions set forth in this Section 9 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
It is understood and agreed that references to “Escrow Agent” or “Escrow Agent’s” herein refer to
the original Escrow Agent and to any and all successor Escrow Agents. It is understood and agreed
that the Company may at any time or from time to time assign its rights under the Grant Notice and
these Joint Escrow Instructions in whole or in part.




     10. Execution of Documents. You hereby acknowledge and agree that the manner
selected by the Company by which you indicate your consent to your Grant Notice is also deemed to
be your execution of your Grant Notice. You further agree that such manner of indicating consent
may be relied upon as your signature for establishing your execution of any documents to be
executed in the future in connection with your Award.



 









 





     11. Irrevocable Power of Attorney.  You constitute and appoint the Company’s
Secretary as attorney-in-fact and agent to transfer said Common Stock on the books of the Company
with full power of substitution in the premises, and to execute with respect to such securities and
other property all documents of assignment and/or transfer and all stock certificates necessary or
appropriate to make all securities negotiable and complete any transaction herein contemplated.
This is a special power of attorney coupled with an interest (specifically, the Company’s
underlying security interest in retaining the shares of Common Stock in the event you do not
perform the associated services for the Company), and is irrevocable and shall survive your death
or legal incapacity. This power of attorney is limited to the matters specified in this Grant
Notice.



     12. Rights as Stockholder. Subject to the provisions of this Grant Notice, you shall
have the right to exercise all rights and privileges of a stockholder of the Company with respect
to the shares deposited in the Joint Escrow. You shall be deemed to be the holder of the
shares for purposes of receiving any dividends that may be paid with respect to such shares and for
purposes of exercising any voting rights relating to such shares, even if some or all of the shares
are Unvested Shares.



     13. Limitations on Transfer of the Common Stock. In addition to any other limitation
on transfer created by applicable securities laws, you shall not sell, assign, hypothecate, donate,
encumber, or otherwise dispose of any interest in the Common Stock while
such shares of Common Stock are Unvested Shares or continue to be held in the Joint Escrow;
provided, however, that an interest in such shares may be transferred pursuant to a qualified
domestic relations order as defined in the Code or Title I of the Employee Retirement Income
Security Act. After any Common Stock has been released from the Joint Escrow, you shall not sell,
assign, hypothecate, donate, encumber, or otherwise dispose of any interest in the Common Stock
except in compliance with the provisions herein and applicable securities laws.



     14. Restrictive Legends. The certificates representing the Common Stock shall have
endorsed thereon appropriate legends as determined by the Company.



     15. Non-transferability of the Award. Your Award (except for Vested Shares issued
pursuant thereto) is not transferable except by will or by the laws of descent and distribution and
shall be exercisable during your lifetime only by you. In the event of the termination of your
Continuous Status as an Employee, Director, or Consultant prior to the Closing Date, the Closing
shall not occur.



     16. Award not a Service Contract. Your Award is not an employment or service
contract, and nothing in your Award 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 Award 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.



     17. Withholding Obligations.



          (a) At the time your Award is granted, or at any time thereafter as requested by the Company,
you hereby authorize withholding from payroll and any other amounts payable to




 









 







you, and otherwise
agree to make adequate provision in cash for, as determined by the Company, any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with your Award. In the Company’s sole discretion,
the Company may elect, and you hereby authorize the Company, to withhold Vested Shares in such
amounts as the Company determines are necessary to satisfy your obligation pursuant to the
preceding sentence.




          (b) Unless the tax withholding obligations of the Company or any Affiliate are satisfied, the
Company shall have no obligation to issue a certificate for such shares or release such shares from
any escrow provided for herein.




     18. 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 this investment or
the transactions contemplated by this Notice. You understand that Section 83 of the Code taxes as
ordinary income to you the fair market value of the shares of Common Stock as
of the date any restrictions on the shares lapse (that is, as of the date on which part or all
of the shares vest). In this context, “restriction” includes the right of the Company to reacquire
the shares pursuant to its Reacquisition Right. You understand that you may elect to be taxed on
the fair market value of the shares at the time the shares are purchased rather than when and as
the Company’s Reacquisition Right expires by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days after the date you purchase the shares
pursuant to your Award. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR
ITS REPRESENTATIVES TO MAKE THE FILING ON YOUR BEHALF. You further acknowledge that you are aware
that should you file an election under Section 83(b) of the Code and then subsequently forfeit the
shares, you will not be able to report as a loss the value of any shares forfeited and will not get
a refund of any of the tax paid.



     19. 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






     20. Miscellaneous.



          (a) The rights and obligations of the Company under your Award 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 Award 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
Award.




          (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an
opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully
understand all provisions of your Award.




     21. Governing Plan Document. Your Award is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your 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 Award
and those of the Plan, the provisions of the Plan shall control.



 









 





Attachment II




The Plan