ex10-1.htm


    Exhibit
10.1

     

    
      May 21,
2008

      


      


      Dear
Greg,

      


      First, we
relish the opportunity to offer you employment with AeroGrow
International.  You made it through every
gauntlet  (interview) we could throw at you -- with grace, business
acumen, and emotional intelligence. The entire senior team joins me in knowing
that you can make a profound impact on the success of AeroGrow. We are pleased
to offer you the position of Chief Financial Officer.  This position
reports to me.

      


      Starting
Date:  Friday, May 23, 2008 at 8 AM

      


      Compensation:

       

      
        	
                ·  

              	
                The
      base salary is  $200,000. per
year.

              


      

      
        	
                ·  

              	
                Annual
      cash performance bonus is
1.5%  EBITDA

              


      

      
        	
                ·  

              	
                Stock
      options:  150,000 total stock options to be granted 30,000 on
      Jun 1, 2008, the next 60,000 on Jul 1, 20008 and the final 60,000 on Oct
      1, 2008,  and vesting in the following accelerated
      schedule:

              


      

      
        	
                o  

              	
                30,000
      options on June 1, 2008

              


      

      
        	
                o  

              	
                30,000
      options on Dec 1, 2008

              


      

      
        	
                o  

              	
                30,000
      options on June 1, 2009

              


      

      
        	
                o  

              	
                30,000
      options on Dec 1, 2009

              


      

      
        	
                o  

              	
                30,000
      options on June 1, 2010

              


      

      
        	
                ·  

              	
                Severance:
      12 months’ salary continuation, benefits, and prorated bonus if terminated
      without cause.

              


      

      


      Benefits:

       

      
        	
                ·  

              	
                Benefits:  You
      are eligible for the full executive benefits for a senior team member
      immediately.

              


      

      


      
        	
                ·  

              	
                Paid Time Off
      (Vacation):  As an exception to our current policy of one
      week’s paid time off, you will be granted four weeks paid time off, for
      the first year..

              


      

      


      
        	
                ·  

              	
                Car
      allowance: you will receive $750/month as a car
  allowance

              


      

      


      And here
is the necessary fine print:

       

      
        	
                ·  

              	
                Your
      employment with AeroGrow International is at-will and either party can
      terminate the relationship at any time with or without cause and with or
      without notice.

              


      

      


      
        	
                ·  

              	
                You
      acknowledge that this offer letter, (along with the final form of any
      referenced documents), represents the entire agreement between you and
      AeroGrow and that no verbal or written agreements, promises or
      representations that are not specifically stated in this offer, are or
      will be binding upon AeroGrow International,
  Inc.

              


      

      


      
        	
                ·  

              	
                This
      offer is contingent upon positive results of your background, reference
      and credit checks.

              


      

      


      Greg,
please review these terms offered for your acceptance, and assuming no further
questions, please print and sign a copy of this offer, and send a
pdf  on Wed May 21 to frederic@aerogrow.com.

      


      Sincerely,

      


      Jerry
Perkins, CEO