exv10w2






Exhibit 10.2




PetSmart, Inc.

Nonstatutory Stock Option Grant Notice

(2011 Equity Incentive Plan)




	 	 	 

	Optionee:

	 	                                                                        
        
	 
	 	 
	Department:

	 	                                                                        
        






     On                      (the “Grant Date”) PetSmart, Inc. (the “Company”), pursuant to its 2011 Equity Incentive
Plan (the “Plan”), granted to you, the Optionee named above, an Option to purchase shares of the
common stock of the Company (“Common Stock”). This Option is not intended to qualify and will not
be treated as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).



     The grant hereunder is in connection with and in furtherance of the Company’s compensatory
benefit plan for participation of the Company’s (and its Affiliates’ as defined in the Plan)
Employees (including officers), Directors or Consultants and is subject to the terms and conditions
of the Plan. In the event that this Option is granted to you in connection with the performance of
services as a Consultant or Director (or you later become a Consultant or Director), references to
employment, Employee and similar terms shall be deemed to include the performance of services as a
Consultant or a Director, as the case may be, provided, however, that no rights as an Employee
shall arise by reason of the use of such terms. Any reference to employment with the Company shall
also refer to employment with an Affiliate, as appropriate.



     The details of your Option are as follows:



     1. (a) The total number of shares of Common Stock subject to this Option is                     . The vesting
commencement date for this Option is                     . Subject to the limitations contained herein and as otherwise
provided for herein, shares subject to this Option shall become exercisable twenty-five percent
(25%) per year for four (4) years commencing one (1) year after the vesting commencement date and
on each anniversary thereafter, unless your Continuous Status as an Employee, Director, or
Consultant ceases for any reason prior to any such anniversary date. Your Option shall vest during
your continued service with PetSmart or an Affiliate, whether such service is performed in the
capacity of an Employee, Director, or Consultant and regardless of any change in the capacity of
the service performed.



          (b) If your Continuous Status as an Employee, Director, or Consultant ends due to your death
or Disability, any outstanding portion of the Option granted hereunder shall automatically become
fully vested.




          (c) If your Continuous Status as an Employee, Director, or Consultant ends due to your
retirement from PetSmart or an Affiliate on or after your attainment of age fifty-five (55), any
unvested portion of the Option granted hereunder that has been outstanding for at least six (6)
months, will continue to vest until the earlier of the Fixed Termination Date or the date of
the third anniversary of your termination of employment or service, provided (i) your Continuous
Status as an Employee, Director, or Consultant extended for least five (5) continuous




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years prior
to your date of termination; (ii) you are not, as of March 22, 2011, an executive officer subject
to Section 16 of the Securities and Exchange Commission Act of 1934, as amended, who had attained
age fifty-five (55) and completed five (5) continuous
years of service as an Employee; (iii) your
retirement is approved by the PetSmart prior to your termination date; and (iv) 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.




     2. (a)
The exercise price of this Option is $____ per share, provided however, that the exercise
price shall not be less than the Fair Market Value (as defined in the Plan) of the Common Stock on
the date of grant of this Option.



          (b) Payment of the exercise price per share is due in full upon exercise of all or any part of
each installment, which has accrued to you. The Company may require you, to the extent permitted
by applicable statutes and regulations, to make payment of the exercise price under one of the
following alternatives:




               (i) Payment of the exercise price per share in cash (including check) at the time of exercise;
or



               (ii) Provided that at the time of exercise of your Option the Common Stock is publicly traded
and quoted regularly in The Wall Street Journal, by delivery of already-owned shares of Common
Stock that have a Fair Market Value (as defined in the Plan) on the date of exercise equal to the
exercise price and that qualify as Permitted Shares. For the purposes of the foregoing, “Permitted
Shares” shall mean shares of Common Stock that are owned free and clear of any liens, claims,
encumbrances or security interests and that either (x) you have held for the period required to
avoid classification of this Option as a liability for financial accounting purposes or (y) you did
not acquire, directly or indirectly from the Company. “Delivery” for these purposes, in the sole
discretion of the Company at the time you exercise your Option, shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a form approved by the
Company. Notwithstanding the foregoing, you may not exercise your Option by tender to the Company
of Common Stock to the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock; or



               (iii) Payment by a combination of the methods of payment permitted by subparagraph 2(b)(i) and
2(b)(ii) above.



     3. This Option may not be exercised for any number of shares, which would require the issuance
of anything other than whole shares.



     4. Notwithstanding anything to the contrary contained herein, this Option may not be exercised
unless the shares issuable upon exercise of this Option are then registered under the Securities
Act of 1933, as amended (the “Securities Act”), or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your Option must also comply with



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other applicable laws and regulations governing your Option, and you may not exercise your Option if the
Company determines that such exercise would not be in material compliance with such laws and
regulations.



     5. (a) The term of this Option commences on the Grant Date and, unless sooner terminated as
set forth below or in the Plan, terminates on the date (the “Fixed Termination Date”) which shall
be the earlier of ____ or seven (7) years from the Grant Date. In no event may this Option be exercised
on or after the Fixed Termination Date. This Option shall terminate on the earlier of the Fixed
Termination Date or on the date that is three (3) months after your Continuous Status as an
Employee, Director, or Consultant ends for any reason or for no reason unless:



               (i) termination of your Continuous Status as an Employee, Director, or Consultant is due to
Disability, in which event the Option shall terminate on the earlier of the Fixed Termination Date
or the date of the third anniversary of the end of your Continuous Status as an Employee, Director,
or Consultant due to Disability; or



               (ii) termination of your Continuous Status as an Employee, Director, or Consultant is due to
your death, in which event the Option shall terminate on the earlier of the Fixed Termination Date
or the date of the third anniversary of your death; or



               (iii) termination of your Continuous Status as an Employee, Director, or Consultant is due to
your retirement on or after age 55 with at least five (5) years of Continuous Status as an
Employee, Director, or Consultant prior to your retirement and is approved by PetSmart, in which
event the Option shall terminate on the earlier of the Fixed Termination Date or the date of third
anniversary of the end of your Continuous Status as an Employee, Director, or Consultant due to
such retirement; or



               (iv) during any part of the three (3) month period after your Continuous Status as an
Employee, Director, or Consultant ends the Option is not exercisable solely because of the
condition set forth in paragraph 4 above, the Option shall terminate when the expiration of the
period that commences on the termination of your Continuous Status as an Employee, Director, or
Consultant and ends when there have been at least ninety-one (91) days, whether or not such days
are consecutive, on which the exercise of the Options would not be in violation of such
registration requirements.



          However, this Option may be exercised following such termination of your Continuous Status as
an Employee, Director, or Consultant only as to that number of shares exercisable under the
provisions of paragraph 1 of this Option Grant Notice.




     6. (a) This Option may be exercised, to the extent specified above, by delivering a notice of
exercise (in a form designated by the Company) together with the exercise price to the Secretary of
the Company, or to such other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require pursuant to Section 12 of
the Plan.



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          (b) By exercising this Option you agree that, as a condition to any exercise of your Option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of: (1) the exercise of
this Option; or (2) the disposition of shares acquired upon such exercise. You may not exercise
your Option unless the tax withholding obligations of the Company and/or any Affiliate are
satisfied. Accordingly, you may not be able to exercise your Option when desired even though your
Option is vested, and the Company shall have no obligation to issue a certificate for such shares
of Common Stock. In the Company’s sole discretion, subject only to compliance with any applicable
conditions or restrictions of law, the Company may require you to satisfy your obligations as set
forth in this subparagraph 6(b) by one or more of the following:




               (i) Payment by you to the Company of cash.



               (ii) Withholding from payroll or any other amounts payable to you.



     7. This Option 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”), and is exercisable during your life only by you
or a transferee pursuant to a QDRO. 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 exercise this Option.



     8. This Option does not entitle you to receive, on exercise, an amount equal to all or part of
the dividends declared and paid on the number of shares of Common Stock underlying the Option
between the Grant Date and the exercise date.



     9. This Option is not an employment or other service contract and nothing in this Option shall
be deemed to create in any way whatsoever any obligation on your part to continue in the employ or
other service of the Company, or of the Company to continue your employment or other service with
the Company.



     10. Any notices provided for in your Option or the Plan shall be given in writing and shall be
deemed effectively given upon receipt or, in the case of notices delivered by the Company to you,
five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the
address specified below or at such other address as you hereafter designate by written notice to
the Company.



     11. Your Option is subject to all the provisions of the Plan, a copy of which is attached
hereto, and its provisions are hereby made a part of your Option, including without limitation the
provisions of Section 6 of the Plan relating to Option provisions. Your Option 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 Option and those of the Plan, the provisions of the Plan shall control.



     12. This Grant Notice, the Plan, and any written agreements with the Company shall constitute
the complete and exclusive understanding between the parties regarding the subject



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matter hereof.
No modification or amendment of this Grant Notice or waiver of any rights hereunder shall be valid
unless in writing and duly signed by a party authorized by each party hereto.



               Dated effective as of the Grant Date.



	 	 	 	 	 
	 	Very truly yours,



PetSmart, Inc.

 	 
	 	By:  	 	 
	 	 	Duly authorized on behalf 	 
	 	 	of the Board of Directors 	 
	 



Attachments:



PetSmart, Inc. 2011 Equity Incentive Plan

PetSmart, Inc. 2011 Equity Incentive Plan Prospectus










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