PetSmart, Inc.
Exhibit 10.1
[Non-ESTIP Awards]
PetSmart, Inc.
Approved: March 23, 2010
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 Participants under the 2010 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 “earnings before taxes” as determined by the Committee (the “Performance Criteria”) as calculated from the Company’s audited financial statements for the 2010 fiscal year performance period (the “Performance Period”) applicable to the PSU Grant. |
The number of Performance Share Units awarded due to attainment of the Performance Criteria will be
determined in accordance with the following level of actual performance.
| Percentage of Target Number | ||||
| of Performance Share Units | ||||
| Level of Performance Criteria Achieved | to be Awarded | |||
At or below minimum performance level |
50% | |||
At target performance level |
100% | |||
At maximum performance level |
150% | |||
If actual performance is equal to or less than the minimum level of Performance Criteria, 50% of
the Performance Share Units will be awarded.
Between 50% and 150% of the Target Number of Performance Share Units will be awarded if actual
performance is at least equal to the minimum but not greater than the maximum level of the
Performance Criteria, with linear interpolation for achievement falling between the minimum and
target, and target and maximum performance levels, respectively, rounded up to the next
whole number of Performance Share Units. For example, if we achieve the target performance level, the target number
of Performance Share Units will be awarded. If earnings before taxes results are halfway
between the minimum and target performance levels, 75% of the Target Number of Performance Share
Units will be awarded. Similarly, if performance results are halfway between the target and
maximum performance levels, each participant will receive 125% of the target number of the
Performance Share Units.
If actual performance is equal to or greater than the maximum 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.
