exv10w2









Exhibit 10.2




[Non-ESTIP Awards]




PetSmart, Inc.




2009 Performance Share Unit Program




Approved: February 16, 2009



Capitalized terms used herein but not defined shall have the meanings set forth in the PetSmart,
Inc. 2006 Equity Incentive Plan or Performance Share Unit Grant Notice and Performance Share Unit
Agreement, as applicable.


The number of Performance Share Units awarded to Participant under the 2009 Performance Share Unit
Program (the “Program”) will be determined by the Company’s Compensation Committee or its designee
(the “Committee”), subject to the conditions set forth below (the “Performance Conditions”).


The Performance Conditions for a target award of the Performance Share Units shall be satisfied
upon the earlier of the Participant’s continuous employment through:




	(i)	 	the date of a “Change of Control Transaction,” or






	(ii)	 	attainment of “End-of-Year Net Cash” as determined by the Committee (the “Performance
Criteria”) as calculated from the Company’s audited financial statements for the 2009 fiscal
year performance period (the “Performance Period”) applicable to the PSU Grant. For purposes
of the PSU Grant, “End-of-Year Net Cash” is defined as cash, restricted cash and cash
equivalents, less outstanding debt on the Company’s revolving credit agreement, as adjusted
for: (A) changes to the Company’s current dividend policy, (B) any common stock share
repurchases, (C) changes in capital expenditures due to Board approved increases to the
Company’s fiscal year 2009 budget or decreases from fewer new store openings, and (D) changes
to the Company’s accounts payable policies relative to payment terms.




The number of Performance Share Units awarded due to attainment of the Performance Criteria will be
determined in accordance with the following percentages of actual performance, with linear
interpolation for achievement falling between the specified performance levels, rounded up to the
next whole number of Performance Share Units. For example, if End-of-Year Net Cash results are 75%
of the established Performance Criteria, 75% of the Target Number of Performance Share Units will
be awarded.



	 	 	 	 	 
	 	 	Percentage of Target Number of
	Percentage of Performance Criteria	 	Performance Share Units to be
	Achieved	 	Awarded
	0%-50%

	 	 	50	%
	100%

	 	 	100	%
	150%

	 	 	150	%





If actual performance is 50% or less of the Performance Criteria, 50% of the Performance Share
Units will be awarded.


Between 50% and 150% of Target Number of Performance Share Units will be awarded if actual
performance is at least 50% but not greater than 150% of the Performance Criteria, with linear
interpolation for achievement falling between the specified performance levels, rounded up to the
next whole number of Performance Share Units.


If actual performance is greater than 150% of the Performance Criteria, 150% of Target Number of
Performance Share Units will be awarded.



Miscellaneous Provisions



Participation in the Program shall not alter in any way the at will nature of the Company’s
employment of a Participant, and such employment may be terminated at any time for any reason, with
or without cause and with or without prior notice.