NONEMPLOYER DIRECTOR EQUITY INCENTIVE PLAN

EXHIBIT 10.12

CENTRAL GARDEN & PET COMPANY
NONEMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
(As amended effective June 8, 2001)

SECTION 1
ESTABLISHMENT, PURPOSE AND DURATION
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1.1 Establishment. Central Garden & Pet Company, a Delaware corporation
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(the "Company"), hereby amends the "Central Garden & Pet Company Nonemployee
Director Equity Incentive Plan" (formerly known as the Central Garden & Pet
Company Nonemployee Director Stock Option Plan, the "Plan"), for the benefit of
nonemployee members of the Board of Directors of the Company ("Nonemployee
Directors"), in order to compensate such Nonemployee Directors for their
services by awarding them stock options ("Options") and restricted shares of
Company common stock ("Restricted Shares") under the Plan.

1.2 Purpose of the Plan. The purpose of the Plan is to promote the success,
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and enhance the value, of the Company, by attracting, retaining and motivating
Nonemployee Directors of outstanding competence. The Plan also is designed to
align the interests of Nonemployee Directors with the interests of the
stockholders of the Company.

1.3 Effective Date. This amendment of the Plan is effective as of June 8,
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2001, subject to the approval of the amendment by an affirmative vote, at the
next meeting of the stockholders of the Company, or any adjournment thereof, of
the holders of a majority of the outstanding shares of the common stock and
Class B stock, voting together as a class, of the Company, present in person or
by proxy and entitled to vote at such meeting. Prior to such affirmative vote,
the Plan shall operate pursuant to the terms in effect prior to such amendment.

1.4 Duration of the Plan. The Plan shall be effective as specified in
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Section 1.3, and subject to the right of the Board of Directors of the Company
to terminate the Plan at any time and for any reason pursuant to Section 8,
shall remain in effect thereafter. In the event that on any date of grant the
number of Shares (to be subject to Options or otherwise) granted to all
Nonemployee Directors exceeds the number of Shares then available for grant
under the Plan, each Nonemployee Director shall share pro rata in the number of
Shares that remain available for grant on such date (with Restricted Shares to
be provided first).

SECTION 2
DEFINITIONS
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For purposes of this Plan, the following terms shall have the meanings
indicated unless a different meaning is plainly required by the context:

2.1 "Affiliate" means any corporation or any other entity (including, but
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not limited to, partnerships and joint ventures) controlling, controlled by, or
under common control with the Company.


2.2 "Board" means the Board of Directors of the Company.
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2.3 "Code" means the Internal Revenue Code of 1986, as amended. Reference
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to a specific section of the Code shall include such section, any valid
regulation promulgated thereunder, and any comparable provision of any future
legislation amending, supplementing or superseding such section.

2.4 "Company" means Central Garden & Pet Company, a Delaware corporation,
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or any successor thereto.


2.5 "Director" means an individual who is a member of the Board.
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2.6 "Disability" means a permanent and total disability within the meaning
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of section 22(e)(3) of the Code.

2.7 "Exchange Act" means the Securities Exchange Act of 1934, as amended
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from time to time, or any successor Act thereto. Reference to a specific section
of the Exchange Act shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation amending,
supplementing or superseding such section.

2.8 "Exercise Price" means the price at which a Share may be purchased
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pursuant to an Option.


2.9 "Fair Market Value" means the average of the highest and lowest quoted
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selling prices for Shares on the relevant date or the closing sale price for
Shares on the relevant date, or if there were no sales on such date, the
arithmetic mean of the highest and lowest quoted selling prices on the nearest
day after the relevant date, as determined on a consistent basis by the Board.

2.10 "Nonemployee Director" means a Director who is an employee of neither
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the Company nor of any Affiliate.


2.11 "Option" means an option to purchase Shares which has been granted
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under the provisions of the Plan. Options are not intended to be an incentive
stock option under section 422 of the Code.

2.12 "Optionee" means a Nonemployee Director to whom an Option has been
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granted under the provisions of the Plan.

2.13 "Plan" means the Central Garden & Pet Company Nonemployee Director
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Equity Incentive Plan, as set forth in this instrument and as hereafter amended
from time to time.

2.14 "Restricted Shares" means Shares granted pursuant to Section 7 of the
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Plan.

2.15 "Shares" means the shares of common stock, $0.01 par value, of the
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Company.

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SECTION 3
ADMINISTRATION OF THE PLAN
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3.1 The Board. The Plan shall be administered by the Board. It shall be the
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duty of the Board to conduct the general

administration of the Plan in accordance with its provisions.

3.2 Authority of the Board. The Board shall have all powers and discretion
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necessary or appropriate to administer the Plan and to control its operation in
accordance with its terms, including, but not by way of limitation, the
following powers:

(a) To interpret the provisions of the Plan and to determine, in
its sole discretion, any question arising under, or in connection with the
administration or operation of, the Plan;

(b) To employ such counsel, agents and advisers, and to obtain
such legal, clerical and other services, as it may deem necessary or appropriate
in carrying out the provisions of the Plan; and

(c) To prescribe, amend and rescind rules and regulations relating
to the Plan, and to make all other determinations which may be necessary or
advisable for the administration of the Plan.

3.3 Decisions Binding. All actions, interpretations and decisions of the
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Board shall be final, conclusive and binding on all persons, and shall be given
the maximum deference permitted by law.

3.4 Administrative Expenses. All expenses incurred in the administration of
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the Plan by the Board, or otherwise, including legal fees and expenses, shall be
paid and borne by the Company.

3.5 Indemnification. Each person who is or shall have been a member of the
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Board shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, notion,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of any
judgment in any such action, suit, or proceeding against him or her, provided he
or she shall give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company's Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

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SECTION 4
SHARES SUBJECT TO THE PLAN
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4.1 Number of Shares. Subject to adjustment as provided in Section
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4.3, the maximum number of Shares available for grant under the Plan may not
exceed 200,000. Such Shares may be either authorized but unissued Shares or
treasury Shares.

4.2 Effect of Lapsed Options. If an Option is cancelled, terminates,
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expires or lapses for any reason, any Shares subject to such Option again shall
be made available for grant under the Plan (to the same Optionee or to a
different person).

4.3 Adjustments in Authorized Shares. In the event of any merger,
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reorganization, consolidation, recapitalization, separation, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall be made in
the number and class of Shares which may be delivered under the Plan, and in the
number and class of and/or the Exercise Price of Shares subject to outstanding
Options, as the Board, in its sole discretion, shall determine to be appropriate
to prevent the dilution or diminishment of Options. Notwithstanding the
preceding sentence, the number of Shares subject to any Option always shall be a
whole number.

SECTION 5
ELIGIBILITY
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5.1 Eligibility. All Nonemployee Directors shall be eligible to
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participate in the Plan.

5.2 Consideration for Grant of Option or Restricted Shares. Any
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Option or Restricted Shares under the Plan shall be granted in consideration of
the past services of the Nonemployee Director.

SECTION 6
OPTIONS
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6.1 Grant of Options.
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6.1.1 Each Nonemployee Director who is a Nonemployee Director on
February 20, 1996 automatically will receive on such date an Option to purchase
10,000 Shares.

6.1.2 Each Optionee who received an Option to purchase 10,000
Shares pursuant to Section 6.1.1, and each Nonemployee Director who becomes a
Nonemployee Director after February 20, 1996, automatically will receive, on the
date of each subsequent annual meeting of the stockholders of the Company on
which the Nonemployee Director is such, an Option to purchase such number of
Shares as determined by A divided by B, where "A" is $100,000 and "B" is the
Fair Market Value of a Share on the date on which the Option is granted. Any
fractional Share shall be rounded up to the next full Share. Accordingly, for
example, if the Fair Market Value of a Share on the date of grant is $9.00, then
the Optionee or Nonemployee Director (as applicable) would

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receive an Option to purchase 11,112 Shares (i.e., $100,000 divided by $9.00,
rounded up to the next full Share).

6.2 Terms of Options.
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6.2.1 Option Agreement. Each Option shall be evidenced by a
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written stock option agreement which shall be executed by the Optionee and the
Company.

6.2.2 Exercise Price. The Exercise Price for the Shares subject
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to each Option shall be one hundred percent (100%) of the Fair Market Value of
such Shares on the date of grant.

6.2.3 Exercisability. Each Option shall become exercisable with
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respect to one-third (1/3) of the Shares subject to the Option on each of the
dates that is (a) six (6) months, (b) eighteen (18) months, and (c) thirty (30)
months after the date of grant of the Option. Notwithstanding the preceding
sentence, if prior to the date when an Option would become exercisable, the
Optionee terminates service on the Board on account of death or Disability, the
Option shall become exercisable in full on the date of such termination of
service.

6.2.4 Expiration of Options. Each Option shall terminate upon
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the expiration of forty-two (42) months from the date of grant of the Option.

6.2.5 Payment. Options shall be exercised by the Optionee's
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delivery of a written notice of exercise to the Secretary of the Company,
setting forth the number of Shares with respect to which the Option is to be
exercised, accompanied by full payment for the Shares. The Exercise Price for
any such Shares shall be payable to the Company in full in cash or its
equivalent.

As soon as practicable after receipt of a written notification of
exercise and full payment for the Shares purchased, the Company shall deliver to
the Optionee Share certificates (in the Optionee's name) representing such
Shares.

6.2.6 Restrictions on Share Transferability. The Board may
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impose such restrictions on any Shares acquired pursuant to the exercise of an
Option, as it may deem advisable, including, but not limited to, restrictions
related to applicable Federal securities laws, the requirements of any national
securities exchange or system upon which Shares are then listed and/or traded,
and/or under any blue sky or state securities laws.

6.2.7 Nontransferability of Options. No Option granted under the
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Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will, the laws of descent and distribution, or as
permitted in Section 8.2. All Options granted to an Optionee under the Plan
shall be exercisable during his or her lifetime only by such Optionee.

SECTION 7
RESTRICTED SHARES
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7.1 Grant of Restricted Shares. Each Nonemployee Director
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automatically will receive, on the date of each annual meeting of the
stockholders of the Company on which the

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Nonemployee Director is such, such number of Restricted Shares as determined by
A divided by B, where "A" is $10,000 and "B" is the Fair Market Value of a Share
on the date on which the Restricted Shares are granted. Any fractional Share
shall be rounded up to the next full Share. Accordingly, for example, if the
Fair Market Value of a Share on the date of grant is $9.00, then the Nonemployee
Director would receive 1,112 Restricted Shares (i.e., $10,000 divided by $9.00,
rounded up to the next full Share).

7.2 Terms of Restricted Shares.
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7.2.1 Restricted Share Agreement. Each restricted Share grant shall be
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evidenced by a written Restricted Share agreement which shall be executed by the
Nonemployee Director and the Company.

7.2.2 Vesting. Each grant of Restricted Shares shall vest in full six
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(6) months after the date of grant. Notwithstanding the preceding sentence, if
prior to the date when the Restricted Shares would vest, the Director terminates
service on the Board on account of death or Disability, the Restricted Shares
shall become vested in full on the date of such termination of service.

7.2.3 Restrictions on Share Transferability. The Board may impose such
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restrictions on any Restricted Shares, as it may deem advisable, including, but
not limited to, restrictions related to applicable Federal securities laws, the
requirements of any national securities exchange or system upon which Shares are
then listed and/or traded, and/or under any blue sky or state securities laws.

7.2.4 Nontransferability of Unvested Restricted Shares. No restricted
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shares granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated prior to their vesting pursuant to Section
7.2.2, other than by will, the laws of descent and distribution, or as permitted
in Section 8.2.

SECTION 8
MISCELLANEOUS
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8.1 Amendment or Termination of the Plan. The Board, in its sole
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discretion, may amend, alter, modify or terminate the Plan, in whole or in part,
at any time and for any reason. However, only if and to the extent required to
maintain the Plan's qualification under Rule 16b-3 promulgated under the
Exchange Act, any such amendment shall be subject to stockholder approval.
Neither the amendment, suspension, termination, nor scheduled expiration of the
Plan shall, without the consent of the Nonemployee Director, alter or impair any
rights or obligations under any Option or Restricted Shares theretofore granted.
No Option or Restricted Shares may be granted during any period of suspension
nor after termination of the Plan.

8.2 Beneficiary Designation. If permitted by the Board, a Nonemployee
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Director may name a beneficiary or beneficiaries to whom any benefit under the
Plan is to be paid in case of the Nonemployee Director's death before he or she
receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Nonemployee Director and must be in a

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form and manner acceptable to the Board. In the absence of any such designation,
or if no beneficiary survives the Nonemployee Director, benefits remaining
unpaid at the Nonemployee Director's death shall be paid to the person or
persons entitled to such benefits under the Nonemployee Director's will or, if
the Nonemployee Director shall fail to make testamentary disposition of such
benefits, his or her legal representative. Any transferee must furnish the
Company with (a) written notice of his or her status as a transferee, and (b)
evidence satisfactory to the Company to establish the validity of the transfer
and compliance with any laws or regulations pertaining to said transfer.

8.3 Captions. The captions contained herein and in the table of contents
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are provided as a matter of convenience only, and in no way define, limit,
enlarge or describe the scope or intent of the Plan. Such captions shall not
affect in any way the construction of any provision of the Plan.

8.4 Applicable Law; Severability. The Plan hereby created shall be
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construed, administered and governed in all respects in accordance with the laws
of the State of California (with the exception of its conflict of laws
provisions). If any provision of this instrument shall be held invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions
hereof shall continue to be fully effective.

8.5 No Effect Upon Other Compensation Plans. The adoption of this Plan
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shall not affect any other stock option, compensation or incentive plans in
effect for the Company or any Affiliate, and this Plan shall not preclude the
Board from establishing any other forms of incentive or compensation for
Nonemployee Directors.

8.6 No Effect on Service. Nothing in the Plan shall interfere with or limit
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in any way the right of the Company to terminate any Nonemployee Director's
service on the Board at any time, with or without cause.

8.7 Requirements of Law. The granting of Options and the issuance of Shares
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(including Restricted Shares) under the Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.

8.8 Rule 16b-3 Compliance. Transactions under this Plan are intended to
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comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the Plan, an Option or any action
by the Board fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board. Notwithstanding any contrary
provision of the Plan, if the Board specifically determines that compliance with
Rule 16b-3 no longer is required, all references in the Plan to Rule 16b-3 shall
be of no force or effect.

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EXECUTION

IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
executed this amended Plan on the date indicated below.

Dated: June 8, 2001


CENTRAL GARDEN & PET COMPANY




By: ___________________________________

Title: ________________________________

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