exv10w1






Exhibit 10.1



PetSmart, Inc.

Performance Share Unit Grant Notice

(2006 Equity Incentive Plan)


PetSmart, Inc. (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”) hereby
grants to Participant the Maximum Number of Performance Share Units as set forth below (the “PSU
Grant”). This PSU Grant is subject to all of the terms and conditions as set forth herein and in
the Performance Share Unit Agreement, and the Plan, each of which are attached hereto and
incorporated herein in their entirety. This PSU Grant is a “restricted stock unit” granted
pursuant to Section 7 of the Plan. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Plan or the Performance Share Unit Agreement. Except as otherwise
expressly provided herein, in the event of any conflict between the terms in the PSU Grant and the
Plan, the terms of the Plan shall control.



	 	 	 
	Participant:
	 	 
	 

	 	 
	Date of Grant:

	 	_________________________, 20___________
	Target Number of Performance Share Units:
	 	 
	Minimum Number of Performance Share Units Granted
(50% of Target):
	 	 
	 

	 	 
	Maximum Number of Performance Share Units Granted
(150% of Target):
	 	 
	 

	 	 
	Consideration:

	 	Participant’s services
	Email Address:
	 	 
	 

	 	 





	 	 	 
	PSU Award and
Vesting Criteria:

	 	The actual number of Performance Share Units to be awarded to Participant and that may vest will be
determined in accordance with conditions specified on Attachment I to this Grant Notice (the “PSU
Award and Vesting Criteria”).
	 
	 	 
	Issuance Schedule:

	 	Delivery of one share of common stock for each Performance Share Unit awarded to Participant that
vests shall occur in accordance with the issuance schedule set forth in Section 5 of the Performance
Share Unit Agreement.





Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and
understands and agrees to, this Grant Notice, the Performance Share Unit Agreement and the Plan.
Participant also acknowledges receipt of the PetSmart, Inc. 2006 Equity Incentive Plan Prospectus.
Participant further acknowledges that as of the Date of Grant, this Grant Notice, the Performance
Share Unit Agreement and the Plan set forth the entire understanding between Participant and the
Company regarding the PSU Grant and supersede all prior oral and written agreements on that
subject. Notwithstanding the foregoing, if Participants is eligible to participate in the
Executive Change in Control and Severance Benefit Plan (an “Executive Participant”), the PSU Grant
shall be subject to the terms of the Executive Change in Control and Severance Benefit Plan (the
“Executive Severance Plan”) to the extent provided on Attachment I to this Grant Notice.



	 	 	 	 	 	 	 
	PetSmart, Inc.	 	Participant:
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	Signature
	 	 	 	Signature
	 
	 	 	 	 	 	 
	Title:
	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






	Attachments: 	 	PSU Award and Vesting Criteria, Performance Share Unit Agreement and the Plan





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Attachment I




PSU Award and Vesting Criteria



Capitalized terms used herein but not defined shall have the meanings set forth in the Grant
Notice or the Company’s 2006 Equity Incentive Plan, as applicable.



Award Criteria



The actual number of Performance Share Units to be awarded to Participant may not exceed the
Maximum Number of Performance Share Units Granted, as indicated on the Grant Notice. The number of
Performance Share Units awarded to Participant will be determined by the Company’s Compensation
Committee or its designee (the “Committee”) subject to the performance conditions as determined by
the Committee (the “Performance Conditions”) as set forth below:


The Performance Conditions for a target award of the Performance Share Units shall be: [          ].


No later than thirty (30) days after the receipt by the Committee of the audited financial
statements for the Performance Period applicable to the PSU Grant, the Committee shall determine
whether the established Performance Criteria for the PSU Grant were achieved, and what number of
Performance Share Units subject to the PSU Grant will be awarded to the Participant. Performance
Share Units shall not be awarded based upon the attainment of Performance Criteria unless and until
the Committee makes such determination. The Committee shall have discretion to reduce the number
of Performance Share Units that are awarded depending on (a) the extent to which the designated
Performance Criteria are either exceeded or not met, and (b) the extent to which other objectives,
e.g. subsidiary, division, department, unit or other performance objectives are attained. The
Committee shall have full discretion to reduce the number of Performance Share Units that are
awarded based on individual performance or other factors as it considers appropriate in the
circumstances. The Committee shall not have discretion to increase the number of Performance Share
Units that are awarded to the Participant.


For purposes of satisfaction of the Performance Conditions, the term “Change of Control
Transaction” means a transaction that qualifies as one or more of the following: (i) a transaction
described in Section 13(b) of the Plan, where the surviving corporation will not assume or continue
the PSU Grant, or substitute a similar award for the PSU Grant, or (ii) a “Change of Control” as
such term is defined in Section 13(c) the Plan. Additionally, if Participant is an Executive
Participant, the Performance Conditions shall be satisfied upon a “Change of Control, as defined in
Executive Change in Control and Severance Benefit Plan (“Severance Plan”); provided that the
Executive Participant is employed by the Company on any date within the three (3) month period
preceding such Change of Control. If the Performance Conditions are satisfied due to a Change of
Control Transaction or Change of Control under the Severance Plan as provided in this paragraph,
then 100% of Target Number of Performance Share Units will be awarded.


For purposes of satisfaction of the Performance Conditions, no subsequent agreement shall be
effective to amend, alter or waive satisfaction of the Performance Conditions applicable to the PSU
Grant unless such agreement specifically provides for amendment of the Performance Conditions
applicable to the PSU Grant.



Vesting Criteria



Any Performance Share Units that are awarded by the Committee based upon satisfaction of the
Performance Conditions will vest if the “Time-Based Vesting Conditions” are satisfied. The
Time-Based Vesting Conditions for the Performance Share Units shall be satisfied if the Participant
remains in Continuous Status as an Employee, Director or Consultant through the earlier of (i) the
expiration of the three-year period that commences on the Date of Grant, (ii) upon any vesting
acceleration of the PSU Grant provided by the Plan pursuant to its terms, (iii) if Participant is
an Executive Participant, upon any vesting acceleration of the PSU Grant provided by the Executive
Severance Plan pursuant to its terms, (iv) if the Participant is an Eligible Retiree (as defined
below) upon any vesting acceleration pursuant to the Retirement Vesting Schedule (as defined
below), or (v) upon any vesting



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acceleration of the PSU Grant provided for pursuant to any Company plan or any agreement between
the Company and Participant, whether currently in effect or adopted or entered into hereafter.


If a Participant is an “Eligible Retiree” and incurs a “Retirement Termination” prior to the
expiration of the three-year period that commences on the Date of Grant, the PSU Grant will
automatically accelerate vesting pursuant with respect to the percentage of the PSU Grant as
determined pursuant to the “Retirement Vesting Schedule” set forth below:




	 	•	 	A Participant will be an “Eligible Retiree” if, at the time of termination of
Continuous Status as an Employee, Director or Consultant (i) the Participant is an
Employee, (ii) the Participant is at least fifty-five (55) years of age, (iii) the
Participant has been continuously employed by the Company or an Affiliate during the
five (5) year period ending on the date of termination and (iv) the sum of the
Participant’s age and the number of years the Participant was continuously employed by
the Company or an Affiliate ending on the date of termination is at least sixty-two
(62).






	 	•	 	“Retirement Termination” means a termination of an Eligible Retiree’s Continuous
Status as an Employee, Director or Consultant either (i) as a result of death or
Disability or (ii) pursuant to voluntary termination but only if (A) such voluntary
termination has been designated by the Company, in its sole discretion, as a retirement
and (B) the Eligible Retiree enters into a noncompetition agreement 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.






	 	•	 	“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, the vesting percentage for
the Retirement Vesting Schedule shall be thirty-three and one-third
percent (33 1/3%)
for each completed full year of employment following the commencement of the
Performance Period until the date of the Retirement Termination (with any fractional or
partial year eliminated), not to exceed one hundred percent (100%).




For clarity, at no time shall the vesting of the PSU Grant be greater than one hundred percent
(100%). If the vesting of the PSU Grant accelerates for any reason, then the shares in respect of
the PSU Grant will be immediately issued in connection with such vesting pursuant to Section 5 of
the Performance Share Unit Agreement.



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Attachment II




PetSmart, Inc.




Performance Share Unit Agreement




     PetSmart, Inc. (the “Company”) hereby grants to the Participant (“you”) named in the
attached Performance Share Unit Grant Notice (“Grant Notice”), and you hereby accept, the grant of
Performance Share Units (the “PSU Grant”) pursuant to the terms set forth in the Grant Notice, its
attached PSU Award and Vesting Criteria, the Plan and this Performance Share Unit Agreement
(“Agreement”). A copy of the PSU Award and Vesting Criteria is attached to the Grant Notice as
Attachment I, and a copy of the Plan is attached to the Grant Notice as Attachment III.
Capitalized terms not explicitly defined in this Agreement but defined in the Plan or the PSU Award
and Vesting Criteria shall have the same definitions as in the Plan or PSU Award and Vesting
Criteria, as applicable.



     The details of your PSU Grant, in addition to those set forth in the Grant Notice, the PSU
Award and Vesting Criteria and the Plan are as follows:



     1. PSU Grant. This PSU Grant represents the right to be awarded on a future
date a number of Performance Share Units not exceeding the Maximum Number of Performance Share
Units indicated in the Grant Notice. This PSU Grant was granted in consideration of your services
to the Company. Except as otherwise provided herein, you will not be required to make any payment
to the Company (other than past and future services to the Company) with respect to your receipt of
the PSU Grant, the award of Performance Share Units, the vesting of the Performance Share Units, or
the delivery of common stock in respect of the PSU Grant.



     2. Number of Awarded Performance Share Units. The actual number of Performance Share
Units to be awarded to you will be determined in accordance with the Award Criteria set forth on
Attachment I to the Grant Notice. The number of Performance Share Units subject to your PSU 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
Performance Share Units shall be created, and the Committee shall, in its discretion, determine an
equivalent benefit for any fractional Performance 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.



     3. Vesting. Subject to the limitations contained herein, your awarded Performance
Share Units will vest, if at all, in accordance with the Vesting Criteria set forth on Attachment I
to the Grant Notice. Any awarded Performance Share Units that have vested in accordance with the
Vesting Criteria are “Vested Units.” Any awarded Performance Share Units that do not vest in
accordance with the Vesting Criteria will be automatically forfeited, will revert to the Plan, and
you will have no rights with respect to such forfeited Performance Share Units.



     4. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not be issued any shares of common stock in respect of your PSU 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



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Securities Act. Your PSU Grant also must comply with other applicable laws and regulations
governing your PSU 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.



     5. Date of Issuance. 



          (a) 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 PSU Grant within thirty (30) days following the
applicable vesting date(s). 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 PSU 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, then 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 the Original Distribution Date occurs. The form of such delivery (e.g., a stock
certificate or electronic entry evidencing such shares) shall be determined by the Company.



     6. 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 and of this Agreement. 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 PSU Grant.



     7. Dividends. You shall receive no benefit or adjustment to your PSU Grant with
respect to any cash dividend, stock dividend or other distribution that does not result from a
capitalization adjustment as provided in the Plan; provided, however, that this sentence shall not
apply with respect to any shares of common stock that are delivered to you in connection with your
PSU Grant after such shares have been delivered to you.



     8. Non-transferability of the PSU Grant. Your PSU Grant is not transferable, except
by will or by the laws of descent and distribution. 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



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may be issued to you in respect of the PSU Grant until the shares are issued to you in
accordance with Section 5 of this Agreement. 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 Agreement.



     9. Restrictive Legends. The shares issued in respect of your PSU Grant shall have
endorsed thereon appropriate legends as determined by the Company.



     10. PSU Grant not a Service Contract. Your PSU Grant is not an employment or service
contract, and nothing in your PSU 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 PSU 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.



     11. Withholding Obligations.



     (a) On or before the time you receive a distribution of the shares in respect of your PSU
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 PSU 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 PSU 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) causing you to tender a cash payment; or (iii) withholding shares of
common stock from the shares of common stock issued or otherwise issuable to you in connection with
the PSU Grant with a Fair Market Value (measured as of the date shares of common stock are issued
to pursuant to Section 5) 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.



     12. Unsecured Obligation. Your PSU Grant is unfunded, and as a holder of a vested
PSU 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 Agreement. You shall not have
voting or any other rights as a stockholder of the Company with respect to the shares to be issued



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pursuant to this Agreement until such shares are issued to you pursuant to Section 5 of this
Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of
the Company. Nothing contained in this Agreement, 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.



     13. 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 Agreement. 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 PSU Grant



     14. 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
Human Resources Department at the time notice is given





Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any
documents related to participation in the Plan and this PSU Grant by electronic means or to request
your consent to participate in the Plan by electronic means. You hereby consent to receive such
documents by electronic delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or another third party
designated by the Company.



     15. Miscellaneous.



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



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



          (d) This Agreement 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 Agreement 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.



     16. Governing Plan Documents. Your PSU Grant is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your PSU Grant, 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. Except as otherwise expressly provided herein in the event of
any conflict between the terms in the PSU Grant and the Plan, the terms of the Plan shall control.



     17. Severability. If all or any part of this Agreement 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 Agreement or the Plan not declared to be unlawful or
invalid. Any Section of this Agreement (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.



     18. Effect on Other Employee Benefit Plans. The value of the PSU Grant subject to
this Agreement 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.



     19. Choice of Law. The interpretation, performance and enforcement of this Agreement
will be governed by the law of the state of Arizona without regard to such state’s conflicts of
laws rules.



     20. Amendment. This Agreement 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 Agreement may be amended solely by the Committee by a writing
which specifically states that it is amending this Agreement, 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 Agreement 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,



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ruling, or judicial decision, provided that any such change shall be applicable only to rights
relating to that portion of the PSU Grant which is then subject to restrictions as provided herein.



* * * * *




     This Performance Share Unit Agreement shall be deemed to be signed by the Company and the
Participant upon the signing by the Participant of the Performance Share Unit Grant Notice to which
it is attached in the manner permitted by Section 6.



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Attachment III




2006 Equity Incentive Plan