Exhibit 10.1





EXHIBIT 10.1




Form of Agreement — Deferral of Cash Retainer



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(c)) 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. Your DSUs (and any related Dividend Equivalents received pursuant to Section
3(e) following the Grant Date) are 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) 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.



(b) RIGHTS BEFORE YOUR DSUs ARE SETTLED. Except as provided in Section 3(c) 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.



(c) 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(c))
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.


 


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(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(c)) 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(c)(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(c)
shall be rounded to the nearest whole Share.



(d) 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.



(e) 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(d), 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.



(f) 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.



(g) 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.



(h) 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).



(i) 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.


 


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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].



	 	 	 	 	 	 	 	 	 	 	 
	[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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