Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.