EXHIBIT 99.2
PetMed Express, Inc.
1441 SW 29th Avenue
Pompano Beach, Florida 33069
March 16, 2004
Mendo Akdag
1441 SW 29th Avenue
Pompano Beach, Florida 33069
Dear Mendo:
The Board of Directors of PetMed Express, Inc. (the
"Corporation") is pleased to award you an Option pursuant to
the provisions of the PetMed Express, Inc. 1998 Stock Option
Plan (the "Plan"). This letter will describe the Option
granted to you. Attached to this letter is a copy of the
Plan. The terms of the Plan also set forth provisions
governing the Plan. Your signature on this letter is an
acknowledgment to us that you have read and understand the
Plan and that you agree to abide by its terms. All terms
not defined in this letter shall have the same meaning as in
the Plan.
1. Type of Option. You are granted an ISO. Please see in
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particular Section 11 of the Plan.
2. Rights and Privileges. Subject to the conditions
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hereinafter set forth, we grant you the right to purchase up
to 250,000 shares of Stock at $10.64 per share, the current
fair market value of a share of Stock. This option shall
vest at the rate of 83,333 shares on each of the date
hereof, March 16, 2005 and March 16, 2006 and 83,334 on
March 16, 2007, providing that you have been continuously
employed by the Corporation during such period.
3. Time of Exercise. The Option may be exercised at any
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time and from time to time beginning when the right to
purchase the shares of Stock accrues and ending when they
terminate as provided in Section 5 of this letter.
4. Methods of Exercise. The Options shall be exercised by
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written notice to the Chairman of the Board of Directors at
the Corporation's principal place of business. The notice
shall set forth the number of shares of Stock to be acquired
and shall contain a check payable to the Corporation in full
payment for the Stock or that number of already owned shares
of Stock equal in value to the total Exercise Price of the
Option. We shall make delivery of the shares of Stock
subject to the conditions described in Section 13 of the
Plan.
5. Termination of Option. To the extent not exercised,
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the Option shall terminate upon the first to occur of the
following dates:
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(a) Three (3) years from the date of vesting pursuant to
the provisions of Section 2 of this Agreement; or
(b) The expiration of thirty (30) days following the date
your employment terminates with the Corporation and any of its
subsidiaries included in the Plan for any reason, other than by
reason of death or permanent disability. As used herein,
"permanent disability" means your inability to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months; or
(c) The expiration of 12 months following the date your
employment terminates with the Corporation and any of its
subsidiaries included in the Plan, if such employment termination
occurs by reason of your death or by reason of your permanent
disability (as defined above).
6. Securities Laws.
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The Option and the shares of Stock underlying the Option
have been registered under the Securities Act of 1933, as
amended (the "Act"). The Option and the shares of Stock
underlying the Option will remain registered, as long as
the Company's reporting status with the Securities and
Exchange Commission is current. Such shares cannot be
sold, transferred, assigned or otherwise hypothecated
without registration under the Act or unless a valid
exemption from registration is then available under
applicable federal and state securities laws and the
Corporation has been furnished with an option of counsel
satisfactory in form and substance to the Corporation
that such registration is not required.
7. Binding Effect. The rights and obligations described
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in this letter shall inure to the benefit of and be binding
upon both of us, and our respective heirs, personal
representatives, successors and assigns.
8. Date of Grant. The Option shall be treated as having
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been granted to you on the date of this letter even though
you may sign it at a later date.
Very truly yours,
By: /s/ Marc A. Puleo
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Marc A. Puleo, M.D, President
AGREED AND ACCEPTED:
/s/ Menderes Akdag
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