rrd266652_306525.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JPlTPCQtP//AU1dL044duHRWwlRB3Npb3xJWODeTSwSTkKaIyz8lAX45xEJQgc8q snGE8rMnaoW8CuX2krFVeQ== 0001181431-11-012956.txt : 20110224 0001181431-11-012956.hdr.sgml : 20110224 20110224203033 ACCESSION NUMBER: 0001181431-11-012956 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110214 FILED AS OF DATE: 20110224 DATE AS OF CHANGE: 20110224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL GARDEN & PET CO CENTRAL INDEX KEY: 0000887733 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 680275553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 BUSINESS PHONE: 9259484000 MAIL ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL GARDEN & PET COMPANY DATE OF NAME CHANGE: 19941019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HALAS GUS D CENTRAL INDEX KEY: 0001230322 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33268 FILM NUMBER: 11638287 MAIL ADDRESS: STREET 1: 1311 NORTHWEST FREEEWAY #500 CITY: HOUSTON STATE: TX ZIP: 77040 3 1 rrd297472.xml GUS HALAS FORM 3 X0203 3 2011-02-14 0 0000887733 CENTRAL GARDEN & PET CO CENT 0001230322 HALAS GUS D C/O CENTRAL GARDEN & PET COMPANY 1340 TREAT BOULEVARD, SUITE 600 WALNUT CREEK CA 94597 0 0 0 1 Consultant Common Stock 0 D Class A Common Stock 31500 D Stock Option (Right to Buy) 11.29 2010-07-31 2014-07-30 Class A Common Stock 300000 D On February 11, 2011, the Reporting Person was granted a restricted stock award under the Issuer's 2003 Omnibus Equity Incentive Plan. On July 31, 2009, the Reporting Person was granted a performance-based nonqualified option to purchase 300,000 shares of Class A Common Stock of the Issuer pursuant to the Issuer's 2003 Omnibus Equity Incentive Plan. The Option vests in three equal annual installments beginning July 31, 2010 based on the satisfaction of certain annual performance targets for each of the Issuer's fiscal years ending September 2009, 2010 and 2011. Exhibit 24.1: Power of Attorney /s/ Gus D. Halas 2011-02-24 EX-24.1 2 rrd266652_306525.htm POWER OF ATTORNEY rrd266652_306525.html

Exhibit 24

POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints William E. Brown, Lori A. Varlas,
JoAnn Jonte and Mary-Lou Sonntag, and each of them, his true and lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director, and/or person who holds more than 10% of the stock of Central
Garden & Pet Company (the "Company"), Forms 3, Forms 4 and Forms 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules thereunder;

	(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, Forms 4 or Forms 5
and timely file any such forms with the United States Securities and Exchange Commission
and any other authority; and

	(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this
Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in his or her discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or proper to
be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be
done pursuant to this power of attorney.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.


      This Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, Forms 4, and Forms 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the attorneys-in-fact.

      The undersigned has caused this Power of Attorney to be executed as of this 24th day
of February, 2011.


                                           /s/ Gus D. Halas
                                           Signature
                                           Gus D. Halas
                                           Print Name

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