EXHIBIT
10.1

    


    THE
SCOTTS MIRACLE-GRO COMPANY

    AMENDED
AND RESTATED

    2006
LONG-TERM INCENTIVE PLAN

    


    DEFERRED
STOCK UNIT AWARD AGREEMENT

    FOR
NONEMPLOYEE DIRECTORS

    (WITH
RELATED DIVIDEND EQUIVALENTS)

    


    DEFERRED
STOCK UNITS GRANTED TO

    [Director’s
Name] ON [Grant Date]

    


    The
Scotts Miracle-Gro Company (“Company”) believes that its business interests are
best served by ensuring that you have an opportunity to share in the Company’s
business success. To this end, the Company adopted The Scotts Miracle-Gro
Company Amended and Restated 2006 Long-Term Incentive Plan (“Plan”) through
which members of its Board of Directors, like you, may acquire (or share in the
appreciation of) common shares, without par value, of the Company
(“Shares”).  Capitalized terms that are not defined in this Award
Agreement have the same meanings as in the Plan.

    


    This
Award Agreement describes the type of Award that you have been granted and the
terms and conditions of your Award.  To ensure you fully understand
these terms and conditions, you should:

    


    -      Read
the Plan and this Award Agreement carefully; and

    


    -      Contact
[Title] at [Telephone Number] if you have any questions about your
Award.  Or, you may send a written inquiry to the address shown
below:

    


    The
Scotts Miracle-Gro Company

    Attention:
[Title]

    14111
Scottslawn Road

    Marysville,
Ohio 43041

    


    Also, no
later than [Date 30 Days After Grant Date], you must return a signed copy of
this Award Agreement to:

    


    [Third
Party Administrator]

    Attention:  [TPA
Contact’s Name]

    [TPA
Contact’s Address]

    


    [TPA
Telephone Number]

    


    The
Company intends that this Award satisfy the requirements of Section 409A of the
Code and that this Award Agreement be so administered and
construed.  You agree that the Company may modify this Award
Agreement, without any further consideration, to fulfill this intent, even if
those modifications change the terms of your Award and reduce its value or
potential value.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              1. 

            	
              DESCRIPTION
      OF YOUR DEFERRED STOCK UNITS

            


    

     

    You have
been granted [insert Number] of deferred stock units (“DSUs”) and an equal
number of related dividend equivalents, subject to the terms and conditions of
the Plan and this Award Agreement.  The “Grant Date” of your Award is
[insert Grant Date].  Each whole DSU represents the right to receive
one full Share at the time and in the manner described in this Award
Agreement.   Each dividend equivalent represents the right to
receive additional DSUs (determined in accordance with Section 3(e)) in respect
of the dividends that are declared and paid during the period beginning on the
Grant Date and ending on the Settlement Date (as described in Section 2(b)) with
respect to the Share represented by the related DSU.

     

    
      	
              2. 

            	
              VESTING
      AND SETTLEMENT

            


    

     

    (a)           Vesting.  Subject to
Sections 3(a) and 3(b), your DSUs will become 100% vested on
[insert  third anniversary of the Grant Date] (“Vesting Date”),
including any DSUs received pursuant to Section 3(e) on or prior to the Vesting
Date.  Any DSUs received pursuant to Section 3(e) following the
Vesting Date will be 100% vested on the date they are credited to
you.

     

    (b)           Settlement.  Subject
to the terms of the Plan, your vested DSUs shall be settled in a lump sum as
soon as administratively practicable, but no later than 90 days, following the
earliest to occur of: (i) your Termination; (ii) your death; (iii) the
date you become Disabled (as defined below); or (iv) the fifth anniversary of
the Grant Date (the “Settlement Date”).  Your whole DSUs shall be
settled in full Shares, and any fractional DSU shall be settled in cash,
determined based upon the Fair Market Value of a Share on the Settlement
Date.  For purposes of this Award Agreement, “Disabled” means that you
have been determined to be totally disabled by the Social Security
Administration.

     

    
      	
              3. 

            	
              GENERAL
      TERMS AND CONDITIONS

            


    

     

    (a)          YOU MAY FORFEIT YOUR DSUs IF YOU
TERMINATE.  Except as otherwise provided in this Section 3(a)
and Section 3(b), you will forfeit your DSUs if you Terminate prior to the
Vesting Date:

    


    (i)          If
you Terminate for Cause (as defined below) prior to the Vesting Date, your DSUs
will be forfeited immediately.  For purposes of this Award Agreement,
“Cause” means your conviction of, or plea of guilty or nolo contendere to, a
felony.

    


    (ii)         [Insert for Directors in first term as
of Grant Date: If you (A) Terminate (other than for Cause) after
completing at least one full term of continuous service on the Board of
Directors, (B) die or (C) become Disabled, the DSUs granted during your
first term will become 100% vested as of the date of such event.] [Insert for Directors who have
completed one full term as of Grant Date:  If you (A) Terminate
(other than for Cause) after completing at least two full terms of continuous
service on the Board of Directors and are at least age 50, (B) die or
(C) become Disabled, all DSUs will become 100% vested as of the date of
such event.]

    


    (iii)        If
you Terminate for any reason not described in Section 3(a)(i) or 3(a)(ii) prior
to the Vesting Date, your DSUs will be forfeited immediately.


    
      
         


      

      
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    (b)         CHANGE IN
CONTROL.  Normally, your DSUs will vest and be settled only
under the circumstances described in Sections 2 and 3(a).  However, if
there is a Change in Control, your DSUs will become 100% vested on the date of
the Change in Control and will be settled as described in the
Plan.  You should read the Plan carefully to ensure that you
understand how this may happen.

     

    (c)          AMENDMENT AND
TERMINATION.  Subject to the terms of the Plan, the Company may
amend or terminate this Award Agreement or the Plan at any time.

     

    (d)       
  RIGHTS BEFORE YOUR
DSUs ARE SETTLED.  Except as provided in Section 3(e) below,
you will have none of the rights of a shareholder with respect to Shares
underlying the DSUs unless and until you become the record holder of such
Shares.

     

    (e)          DIVIDEND
EQUIVALENTS.  With respect to each dividend
equivalent:

     

    (i)           If
a cash dividend is declared and paid on the Shares underlying the DSUs, you will
receive an additional number of DSUs equal to the quotient of:

     

    (A)          the
product of (I) the number of DSUs granted under this Award Agreement (including
additional DSUs previously received in accordance with this Section 3(e)) that
have not been settled as of the dividend payment date, multiplied by (II) the
amount of the cash dividend paid per Share; divided by

     

    (B)           the
Fair Market Value (which shall be equal to the closing price) of a Share on the
date such cash dividend is paid.

     

    Any
additional DSU credited pursuant to this Section 3(e)(i) shall be subject to the
same terms and conditions as the DSUs granted pursuant to Section 1
above.

     

    (ii)           If
a Share dividend is declared and paid on the Shares underlying the DSUs, you
will receive an additional number of DSUs equal to the product of (A) the number
of DSUs granted under this Award Agreement (including additional DSUs previously
received in accordance with this Section 3(e)) that have not been settled as of
the dividend payment date, multiplied by (B) the dividend paid per
Share.  Any additional DSUs credited pursuant to this Section 3(e)(ii)
shall be subject to the same terms and conditions as the DSUs granted pursuant
to Section 1 above.

     

    (iii)          Any
fractional number of DSUs resulting from the calculations under this Section
3(e) shall be rounded to the nearest whole Share.

     

    (f)          BENEFICIARY
DESIGNATION.  You may name a beneficiary or beneficiaries to
receive any DSUs and related dividend equivalents that vest before you die but
are settled after you die.  This may be done only on a Beneficiary
Designation Form and by following the rules described in that
Form.  The Beneficiary Designation Form does not need to be completed
now and is not required as a condition of receiving your
Award.  However, if you die without completing a Beneficiary
Designation Form or if you do not complete that Form correctly, your beneficiary
will be your surviving spouse or, if you do not have a surviving spouse, your
estate.


    
      
         


      

      
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    (g)          TRANSFERRING YOUR DSUs AND RELATED
DIVIDEND EQUIVALENTS.  Normally your DSUs and the related
dividend equivalents may not be transferred to another
person.  However, as described in Section 3(f), you may complete a
Beneficiary Designation Form to name the person to receive any DSUs and related
dividend equivalents that vest before you die but are settled after you
die.  Also, the Committee may allow you to place your DSUs and
dividend equivalents into a trust established for your benefit or the benefit of
your family.  Contact [Third Party Administrator] at [TPA Telephone
Number] or at the address given above if you are interested in doing
this.

    


    (h)          GOVERNING LAW.  This
Award Agreement shall be governed by the laws of the State of Ohio, excluding
any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of the Plan to the substantive law of another
jurisdiction.

    


    (i)           OTHER
AGREEMENTS.  Your DSUs and the related dividend equivalents
will be subject to the terms of any other written agreements between you and the
Company or any Affiliate or Subsidiary to the extent that those other agreements
do not directly conflict with the terms of the Plan or this Award
Agreement.

     

    (j)           ADJUSTMENTS TO YOUR
DSUs.  Subject to the terms of the Plan, your DSUs and the
related dividend equivalents will be adjusted, if appropriate, to reflect any
change to the Company’s capital structure (e.g., the number of Shares
underlying your DSUs will be adjusted to reflect a stock split).

     

    (k)          OTHER RULES.  Your
DSUs and dividend equivalents are subject to more rules described in the
Plan.  You should read the Plan carefully to ensure you fully
understand all the terms and conditions of the grant of DSUs and the related
dividend equivalents under this Award Agreement.

    


    
      	
              4. 

            	
              YOUR
      ACKNOWLEDGMENT OF AWARD CONDITIONS

            


    

     

    By
signing below, you acknowledge and agree that:

     

    (a)           A
copy of the Plan has been made available to you;

     

    (b)           You
understand and accept the terms and conditions of your Award;

     

    (c)           You
will consent (on your own behalf and on behalf of your beneficiaries and
transferees and without any further consideration) to any necessary change to
your Award or this Award Agreement to comply with any law and to avoid paying
penalties under Section 409A of the Code, even if those changes affect the terms
of your Award and reduce its value or potential value; and

     

    (d)           You
must return a signed copy of this Award Agreement to the address given above
before [Date 30 Days After Grant Date].


    
      
         


      

      
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                    [Director’s Name]

                  	 
      	
                    THE SCOTTS MIRACLE-GRO COMPANY

                  
	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	
                    By:

                  	 
      


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Date signed:

                            	 
      	 
      	
                              [Name of Company Representative]

                            
	 
      	 
      	
                              [Title of Company Representative]

                            
	 
      	 
      	
                              Date signed:

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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