PetSmart, Inc. Performance Share Unit Grant Notice (2006 Equity Incentive Plan)

Exhibit 10.22

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.

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.

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 as described in the 2009 Performance Share Unit Program.

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 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.

For purposes of satisfaction of the Time-Based Vesting Conditions the Participant shall be deemed to remain in Continuous Status as an Employee, Director or Consultant only for the duration of such period that the Participant is actually rendering substantial services to the Company or is on an approved or statutory leave of absence which constitutes Continuous Status as an Employee, Director or Consultant in accordance with the terms of the Plan or applicable legislation. For example, a Participant will not be deemed to remain in Continuous Status as an Employee, Director or Consultant during any required statutory, contractual or common law notification period of termination of employment, if during such period the Participant is not actually rendering substantial services to the Company.

No cash payment or other compensation will be provided to you with respect to any Performance Share Units that fail to vest in accordance with the Plan, the Grant Notice and this Agreement.

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:

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.

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 (“