Restricted Stock Agreement

Exhibit 10.6.2


CENTRAL GARDEN & PET COMPANY

NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT, made as of this [ ] th day of February, 200 [ ] , between CENTRAL GARDEN & PET COMPANY, a Delaware corporation (the " Company" ) and [Name of Director] (the " Director" ).

1. Grant of Award . The Company hereby grants to the Director under the Central Garden & Pet Company Nonemployee Director Equity Incentive Plan (the " Plan" ), as a separate incentive in connection with his or her Board service and not in lieu of any salary or other compensation for his or her services, an award of [$10,000/Fair Market Value per Share] shares of restricted common stock, $.01 par value (" Common Stock" ) of the Company (" Restricted Shares" ) on the date hereof, subject to all of the terms and conditions in this Agreement and the Plan.


2. Shares Held in Escrow . Unless and until the Restricted Shares shall have vested in the manner set forth in paragraphs 4 or 5, such shares shall be issued in the name of the Director and held by the Secretary of the Company as escrow agent (the " Escrow Agent" ), and shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Shares or otherwise note its records as to the restrictions on transfer set forth in this Agreement. The certificate or certificates representing such shares shall be delivered by the Escrow Agent to the Director only after the shares have vested and all other terms and conditions in this Agreement have been satisfied.


3. Certificate Legend . In addition to any legends placed on the certificates pursuant to paragraph 2 of this Agreement, and until the restrictions on such shares shall have lapsed, each certificate representing Restricted Shares shall bear the following legend:


" The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in a Restricted Stock Award Agreement. A copy of such Restricted Stock Award Agreement may be obtained from the Secretary of Central Garden & Pet Company."

4. Restriction on Shares . Except as otherwise provided in this Agreement, the restrictions on the Restricted Shares shall lapse as to 100% of such shares six (6) months from the date of this Agreement. If, prior to such date, the Director terminates his or her service on the Board on account of death or permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code, such restrictions shall lapse in full upon such termination of service.


5. Committee Discretion . The Board may decide, in its absolute discretion, to accelerate the lapse of any restrictions on the balance, or some lesser portion of the balance, of Restricted Shares at any time. If so accelerated, such restrictions shall be considered to have lapsed as of the date specified by the Board.

6. Withholding of Taxes . Notwithstanding anything in this Agreement to the contrary, no certificate representing Restricted Shares may be released from the escrow established pursuant to paragraph 2 of this Agreement unless and until the Director shall have delivered to the Company the full amount of any federal, state or local income or other taxes which the Company may be required by law to withhold with respect to such shares. Pursuant to such procedures as may be established by the Board in its discretion, the Director may elect to satisfy any such income tax withholding requirement by having the Company withhold shares of Common Stock otherwise deliverable to the Director or by delivering to the Company already-owned shares of Common Stock, provided that the Board, in its discretion, may disallow satisfaction of such w ...