0001193125-06-070847 Sample Contracts

FORM OF WAIVER AND AMENDMENT OF RETENTION AGREEMENT
Waiver and Amendment of Retention Agreement • March 31st, 2006 • Petco Animal Supplies Inc • Retail-retail stores, nec

THIS WAIVER AND AMENDMENT (the “Waiver”), effective as of January 13, 2005, is made and entered into by and between PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

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RESTRICTED STOCK UNIT AGREEMENT NUMBER NUMBER OF RESTRICTED STOCK UNITS GRANTED
Restricted Stock Unit Agreement Number       Number of Restricted Stock Units • March 31st, 2006 • Petco Animal Supplies Inc • Retail-retail stores, nec • California

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated (the “Grant Date”) is made by and between PETCO Animal Supplies, Inc., a Delaware corporation (the “Company”) , and (the “Grantee”).

STOCK OPTION AGREEMENT NUMBER NUMBER OF STOCK OPTIONS GRANTED
Stock Option Agreement Number       Number of Stock Options Granted • March 31st, 2006 • Petco Animal Supplies Inc • Retail-retail stores, nec • California

THIS NON-QUALIFIED STOCK OPTION AGREEMENT, dated (“Effective Date”), is made by and between PETCO Animal Supplies, Inc., a Delaware corporation (the “Company)” and (the “Optionee”):

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