EX-10.1



 





Exhibit 10.1





THE SCOTTS COMPANY





EMPLOYEE STOCK PURCHASE PLAN





1.00 PURPOSE




     
This Plan is intended to foster and promote the
Company’s long-term financial success and to increase
shareholder value by [1] providing Participants an
opportunity to acquire an ownership interest in the Company and
[2] enabling the Company to attract and retain the
services of outstanding individuals upon whose judgment,
interest and dedication the successful conduct of the
Company’s business is largely dependent.






2.00 DEFINITIONS




     
When used in this Plan, the following terms will
have the meanings given to them in this section unless another
meaning is expressly provided elsewhere in this document or
clearly required by the context. When applying these
definitions, the form of any term or word will include any of
its other forms.





     
Act. The Securities
Exchange Act of 1934, as amended.





     
Beneficiary. The
person a Participant designates to receive (or exercise) any
Plan benefits (or rights) that are unpaid (or unexercised) when
the Participant dies. A Beneficiary may be designated only by
following the procedures described in Section 10.02;
neither the Company nor the Committee is required or permitted
to infer a Beneficiary from any other source.





     
Board. The
Company’s Board of Directors.





     
Change in Control.
The occurrence of any of the following events:





		
	 	     
    [1] Any
    “person,” including a “group” [as such terms
    are used in Act §§13(d) and 14(d)(2), but excluding
    the Company, any of its Subsidiaries, any employee benefit plan
    of the Company or any of its Subsidiaries or Hagedorn
    Partnership, L.P. or any party related to Hagedorn Partnership,
    L.P. as determined by the Committee] is or becomes the
    “beneficial owner” (as defined in Rule 13d-3
    under the Act), directly or indirectly, of securities of the
    Company representing more than 30 percent of the combined
    voting power of the Company’s then outstanding
    securities; or
    
	 
	 	     
    [2] The adoption or
    authorization by the shareholders of the Company of a definitive
    agreement or a series of related agreements [a] for the
    merger or other business combination of the Company with or into
    another entity in which the shareholders of the Company
    immediately before the effective date of such merger or other
    business combination own less than 50 percent of the voting
    power in such entity; or [b] for the sale or other
    disposition of all or substantially all of the assets of the
    Company; or
    
	 
	 	     
    [3] The adoption by
    the shareholders of the Company of a plan relating to the
    liquidation or dissolution of the Company; or
    
	 
	 	     
    [4] For any reason,
    Hagedorn Partnership, L. P. or any party related to Hagedorn
    Partnership, L.P. as determined by the Committee becomes the
    “beneficial owner” (as defined in Rule 13d-3
    under the Act), directly or indirectly, of securities of the
    Company representing more than 49 percent of the combined
    voting power of the Company’s then outstanding securities.
    





     
Code. The Internal
Revenue Code of 1986, as in effect on the Effective Date or as
amended or superseded after the Effective Date, and any
regulations and applicable rulings issued under the Code.





     
Committee. The
committee to which the Board delegates responsibility for
administering the Plan.




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Company. The Scotts
Company, an Ohio corporation and any successor to it.





     
Custodial Account.
The account established for each Participant to which the
Company transfers shares of Stock acquired under the Plan.





     
Effective Date. The
date the Plan is adopted by the Board.





     
Eligible Employee.
As of any Entry Date, any US-based regular full-time or
permanent part-time Employee who [1] has reached
age 18, [2] is not a seasonal employee (i.e., as
determined by the Committee), [3] has been an Employee
for at least 15 days before the applicable Entry Date,
[4] is employed by a Subsidiary other than
Smith & Hawken, Ltd. and [5] complies with
Section 3.00 and other Plan provisions.





     
Employee. Any person
who, on an applicable Entry Date, is a common law employee of
any Employer. A worker who is classified as other than a common
law employee but who is subsequently reclassified as a common
law employee of an Employer for any reason and on any basis will
be treated as a common law employee from the first Entry Date
that begins after the date of that determination and will not
retroactively be reclassified as an Employee for any purpose of
this Plan.





     
Employer. The
Company and each Subsidiary employing an Eligible Employee.





     
Entry Date. The
first day of each Offering Period and the date that Purchase
Rights are granted under the Plan for the ensuing Offering
Period.





     
Fair Market Value.
The value of one share of Stock on any relevant date, determined
under the following rules:





		
	 	     
    [1] If the Stock is
    traded on an exchange, the reported “closing price” on
    the relevant date, if it is a trading day, otherwise on the next
    trading day;
    
	 
	 	     
    [2] If the Stock is
    traded over-the-counter with no reported closing price, the mean
    between the lowest bid and the highest asked prices on that
    quotation system on the relevant date if it is a trading day,
    otherwise on the next trading day; or
    
	 
	 	     
    [3] If neither of
    the preceding apply, the fair market value as determined by the
    Committee in good faith.
    





     
Offering Period. The
period during which payroll deductions will be accumulated in
Plan Accounts to fund the purchase of shares of Stock. Each
Offering Period will consist of one calendar month, unless a
different period is established by the Committee and announced
to Eligible Employees before the beginning of the Offering
Period.





     
Participant. Any
Eligible Employee who complies with the conditions described in
Section 3.00 for the current Offering Period.





     
Plan. The Scotts
Company Employee Stock Purchase Plan. This program is not
intended to comply with Code §§422 or 423.





     
Plan Account. The
individual account established by the Committee for each
Participant and to which all amounts described in
Section 3.01[1][a] are credited until applied as described
in Section 6.00.





     
Purchase Date. The
last day of each Offering Period and the date on which shares of
Stock are purchased in exchange for the Purchase Price.





     
Purchase Price. The
price that each Participant must pay to purchase shares of Stock
under this Plan but which may never be less than 90 percent
of the Fair Market Value of a share of Stock on each Purchase
Date (or the first trading day following the Purchase Date if
the Purchase Date is not a trading date).





     
Purchase Right. The
right to purchase shares of Stock subject to the terms of the
Plan.





     
Stock. A common
share, without par value, issued by the Company.




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Subsidiary. Any
corporation, partnership or other form of unincorporated entity
of which the Company owns, directly or indirectly,
50 percent or more of the total combined voting power of
all classes of stock, if the entity is a corporation; or of the
capital or profits interest, if the entity is a partnership or
another form of unincorporated entity.





     
Termination.
Cessation of the employee-employer relationship between a
Participant and each Employer for any reason. Also, a
Participant will be treated as having Terminated on the date his
or her employer is no longer an Employer.






3.00 PARTICIPATION




     
3.01 Enrollment.





		
	 	     
    [1] Each Eligible
    Employee may become a Participant for any Offering Period
    beginning after the date he or she complies with each of the
    following conditions:
    






		
	 	     
    [a] Authorizes the
    Employer to withhold a portion of his or her taxable
    compensation. This authorization will be made under rules
    developed by the Committee within the following limits: each
    authorization [i] must be stated in whole dollars,
    [ii] may not authorize or result in authorization of a
    deduction [A] less than the amount specified by the
    Committee (which may never be less than $10.00 per pay
    period or [B] more than the amount specified by the
    Committee (which may never be more than, in the aggregate,
    $24,000 for each Plan Year), [iii] must be signed by
    the enrolling Eligible Employee and [iv]must be delivered
    to the Committee within the period specified by the Committee.
    
	 
	 	     
    [b] Complies with
    any other rules established by the Committee.
    






		
	 	     
    [2] By enrolling in
    the Plan, each Participant will be deemed to have
    [a]agreed to the terms of the Plan and [b]
    authorized the Employer to withhold from his or her
    compensation [i] the amounts authorized under
    Section 3.01[1][a] and [ii] any taxes and other
    amounts due in connection with any transaction contemplated by
    the Plan.
    






     
3.02 Duration of Election to
Participate.




     
Subject to the terms of the Plan:





		
	 	     
    [1]
    Participants’ withholding
    elections will be implemented beginning with the first payroll
    period ending in the Offering Period for which it is filed and
    will remain in effect until revoked or changed under the rules
    described in Section 3.02[2].
    
	 
	 	     
    [2] A Participant
    who elects to participate in the Plan for any Offering Period by
    complying with the rules described in Section 3.01 may
    change or revoke that election for any subsequent Offering
    Period but only by complying with the rules described in
    Section 3.01 as if the changed or revoked election were a
    new election. Any change to or revocation of an earlier election
    will be effective as of the first day of the first Offering
    Period beginning at least 15 calendar days after the revised
    election is delivered to the Committee and will remain in effect
    until revoked or changed under the rules described in this
    section.
    





     
3.03 No Interest
Paid. No interest will be paid with
respect to any amount credited to or held in any Plan Account.






4.00 ADMINISTRATION




     
4.01 Committee Duties.





		
	 	     
    [1] The Committee is
    responsible for administering the Plan and has all powers
    appropriate and necessary to that purpose. Consistent with the
    Plan’s objectives, the Committee may adopt, amend and
    rescind rules and regulations relating to the Plan, to the
    extent appropriate to protect the
    





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    Company’s interests and has complete
    discretion to make all other decisions necessary or advisable
    for the administration and interpretation of the Plan. Any
    action by the Committee will be final, binding and conclusive
    for all purposes and upon all persons. The Committee is granted
    all powers appropriate and necessary to administer the Plan.
    
	 
	 	     
    [2] Consistent with
    the terms of the Plan, the Committee:
    





		
	 	     
    [a] May exercise all
    discretion retained to it under the Plan;
    
	 
	 	     
    [b] Will Establish
    the number of shares of Stock that may be acquired during each
    Offering Period if the number available during any Offering
    Period is less than all remaining available shares determined
    under Section 5.02;
    
	 
	 	     
    [c] Develop and
    impose other terms and conditions it believes are appropriate
    and necessary to implement the purposes of this Plan;
    
	 
	 	     
    [d] Establish and
    maintain a Plan Account for each Participant to which will be
    [i] credited with amounts described in
    Section 3.01[1][a] and [ii] debited with all amounts
    applied to purchase shares of Stock;
    
	 
	 	     
    [e] Establish a
    Custodial Account for each Participant which will be credited
    with shares of Stock until distributed as provided in
    Section 7.00;
    
	 
	 	     
    [f] Administer
    procedures through which Eligible Employees may enroll in the
    Plan;
    
	 
	 	     
    [g] Disseminate
    information about the Plan to Eligible Employees; and
    
	 
	 	     
    [h] Apply all Plan
    rules and procedures.
    





     
4.02 Delegation of Ministerial
Duties. In its sole discretion, the
Committee may delegate any ministerial duties associated with
the Plan to any person (including employees) that it deems
appropriate other than those duties described in
Section 4.01[a], [b] and [c].





     
4.03 General Limit on
Committee. Consistent with applicable
law and Plan terms, the Plan will be administered in a manner
that extends equal rights and privileges to all Participants.






5.00 OFFERING




     
5.01 Right to
Purchase. Subject to
Sections 5.02, 5.03 and 6.00, the number of shares of Stock
that may be purchased during each Offering Period will be
established by the Committee before the beginning of each
Offering Period.





     
5.02 Number of Shares of
Stock. Subject to Section 5.03,
the aggregate number of shares of Stock that may be purchased
under the Plan is 150,000.





     
5.03 Adjustment in
Capitalization. If, after the
Effective Date, there is a Stock dividend or Stock split,
recapitalization (including payment of an extraordinary
dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders, exchange of shares, or
other similar corporate change affecting Stock, the Committee
will appropriately adjust [1]the number of Purchase
Rights that may or will be issued, [2] the aggregate
number of shares of Stock available under Section 5.02 or
subject to outstanding Purchase Rights (as well as any
share-based limits imposed under this Plan), [3] the
respective Purchase Price, number of shares and other
limitations applicable to outstanding or subsequently issued
Purchase Rights and [4] any other factors, limits or
terms affecting any outstanding or subsequently issued Purchase
Rights.





     
5.04 Source of
Stock. Shares of Stock to be purchased
under the Plan may, in the Committee’s discretion, be newly
issued shares or treasury shares previously acquired by the
Company. Shares of authorized but unissued shares of Stock may
not be delivered under the Plan if the Purchase Price is less
than the par value of the Stock.




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6.00 PURCHASE OF SHARES




     
6.01 Purchase.




		
	 	     
    [1] Throughout each
    Offering Period, the Employer will withhold from each
    Participant’s regular payroll the amount the Participant
    has elected under Section 3.01[1][a]. These amounts will be
    held in the Participant’s Plan Account until the Purchase
    Date.
    
	 
	 	     
    [2] As of each
    Purchase Date and subject to the Plan’s terms and limits,
    the value of each Participant’s Plan Account will be
    divided by the Purchase Price established for that Offering
    Period and each Participant will be deemed to have purchased the
    number of whole and fractional shares of Stock produced by
    dividing the value of the Participant’s Plan Account as of
    the Purchase Date by the Purchase Price. Simultaneously, the
    Participant’s Plan Account will be charged for the amount
    of the purchase.
    





     
6.02 Remaining Available Shares.




		
	 	     
    [1] If application
    of the procedures described in Section 6.01 would result in
    the purchase of a number of shares of Stock larger than the
    number of shares of Stock offered during that Offering Period,
    the Committee will allocate available shares of Stock among
    Participants and any cash remaining in Participants’ Plan
    Accounts will be credited to the next Offering Period and,
    subject to the terms of the Plan, applied along with additional
    amounts credited to that Offering Period to purchase shares of
    Stock during that Offering Period and at the Purchase Price
    established for that Offering Period.
    
	 
	 	     
    [2] If application
    of the procedures described in Section 6.01 would result in
    the purchase of a number of shares of Stock less than the number
    of shares of Stock made available for purchase for any Offering
    Period, the excess shares of Stock will be available for
    purchase during any subsequent Offering Period.
    





     
6.03 Delivery of Shares; Participants’
Custodial Accounts.




		
	 	     
    [1] At or as
    promptly as practicable after the end of each Offering Period,
    the Company will deliver the shares of Stock purchased by a
    Participant during that Offering Period to the custodian for
    deposit into that Participant’s Custodial Account.
    
	 
	 	     
    [2] Unless the
    Committee decides otherwise, cash dividends on any shares of
    Stock credited to a Participant’s Custodial Account will be
    automatically reinvested in additional whole and fractional
    shares of Stock unless the Participant has affirmatively elected
    to receive the dividend in cash. All cash dividends credited to
    Participants’ Custodial Accounts will be paid over by the
    Company to the custodian at the dividend payment date and all
    cash dividends to be paid to a Participant in cash will be
    distributed at the dividend payment date. Purchases of Stock for
    purposes of dividend reinvestment will be made as promptly as
    practicable (but not more than 30 days) after a dividend
    payment date. The custodian will make these purchases, as
    directed by the Committee, either [a] in transactions on
    any securities exchange upon which shares of Stock are traded,
    otherwise in the over-the-counter market, or in negotiated
    transactions, or [b]directly from the Company at
    100 percent of the Fair Market Value of a share of Stock on
    the dividend payment date. These shares will be distributed as
    provided in Section 7.00.
    
	 
	 	     
    [3] Each
    Participant’s Custodial Account will be credited with any
    shares of Stock distributed as a dividend or distribution in
    respect of shares of Stock credited to that Participant’s
    Custodial Account or in connection with a split of Stock
    credited to that Participant’s Custodial Account
    
	 
	 	     
    [4] As soon as
    reasonably practicable after receipt, the custodian will sell
    any noncash dividends (other than Stock) received with respect
    to any Stock held in a Participant’s Custodial Account and
    apply the proceeds of that sale to purchase additional shares of
    Stock in the manner described in Section 6.03[2]. After
    this transaction is completed, the custodian will credit the
    purchased shares of
    




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    Stock to the Custodial Account to which was
    credited the Stock with respect to which the noncash dividend
    was distributed.
    
	 
	 	     
    [5] Each Participant
    will be entitled to vote the number of shares of Stock credited
    to his or her Custodial Account (including any fractional
    shares) on any matter as to which the approval of the
    Company’s shareholders is sought. If a Participant does not
    vote or grant a valid proxy with respect to shares credited to
    his or her Custodial Account, those shares will be voted by the
    custodian in accordance with any stock exchange or other rules
    governing the custodian in the voting of shares held for
    customer accounts. Similar procedures will apply in the case of
    any consent solicitation of Company shareholders.
    






7.00 TERMINATION/ DISTRIBUTION OF CUSTODIAL
ACCOUNTS




     
7.01 Effect of Termination on Election to
Participate.




     
A Participant who Terminates will be deemed to
have withdrawn from the Plan, and all cash amounts credited to
his or her Plan Account for the Offering Period during which the
Termination occurs will be returned to the Participant or, if
appropriate, to his or her Beneficiary and no shares of Stock
will be purchased for that Participant for the Offering Period
during which he or she Terminates.





     
7.02 Distribution of Custodial
Accounts.




		
	 	     
    [1] Subject to
    Section 8.00, no later than the earlier of [a] 12
    full calendar months beginning after the end of each Offering
    Period or [b] the date the Participant Terminates for any
    reason, all whole shares of Stock and cash held in his or her
    Custodial Account will be distributed to the Participant or
    transferred as the Participant elects and any fractional shares
    of Stock held in a Custodial Account will be converted to cash
    equal to the Fair Market Value of the fractional share on the
    Termination date.
    
	 
	 	     
    [2] Shares of Stock
    held in Custodial Accounts that are to be distributed to a
    former Participant will be distributed in one or more
    certificates for whole shares issued in the name of and
    delivered to the Participant.
    
	 
	 	     
    [3] Custodial
    Accounts that are to be transferred to a broker-dealer or
    financial institution that maintains an account for the
    Participant will be transferred in one or more certificates for
    whole shares, and cash in lieu of fractional shares will be paid
    directly to the former Participant as determined under
    Section 7.02[1].
    
	 
	 	     
    [4] Any Participant
    that wants to withdraw or transfer shares of Stock must give
    instructions to the custodian in a form and manner that complies
    with rules prescribed by the Committee and the custodian.
    






8.00 MERGER, CONSOLIDATION OR SIMILAR
EVENT




     
If the Company undergoes a Change in Control, all
shares of Stock and cash held in each Participant’s
Custodial Account will be made available under procedures
developed by the Custodian and the Committee.






9.00 AMENDMENT, MODIFICATION AND
TERMINATION OF PLAN




     
9.01 Amendment, Modification, Termination of
Plan. The Plan will automatically
terminate after all available shares have been sold. Also, the
Board may terminate, suspend or amend the Plan at any time
without shareholder approval except to the extent that
shareholder approval is required to satisfy applicable
requirements imposed by [1] Rule 16b-3 under
the Act, or any successor rule or regulation,
[2] applicable requirements of the Code or
[3] any securities exchange, market or other
quotation system on or through on which the Company’s
securities are listed or traded. Also, no Plan amendment may




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[4] result in
the loss of a Committee member’s status as a
“non-employee director” as defined in Rule 16b-3
under the Act, or any successor rule or regulation, with respect
to any employee benefit plan of the Company,
[5] cause the Plan to fail to meet requirements
imposed by Rule 16b-3 or [6] without the
consent of the affected Member adversely affect any Purchase
Right issued before the amendment, modification or termination.
However, nothing in this section will restrict the
Committee’s right to exercise the discretion retained in
Section 4.00.






     
9.02 Effect of Plan Termination.




		
	 	     
    [1] If the Plan is
    terminated effective on a day other than the last day of any
    Offering Period, the Offering Period during which the Plan is
    terminated also will end on the same day. Any cash balances held
    in Plan Accounts and Custodial Accounts when the Plan is
    terminated will be repaid by check or cash to the Participant
    for whom the Plan Account was established, and no additional
    shares of Stock will be sold through this Plan for that Offering
    Period. All shares of Stock held in Custodial Accounts will be
    distributed following the procedures described in
    Section 7.02.
    
	 
	 	     
    [2] If the plan is
    terminated as of the last day of any Offering Period, the
    Committee will apply the terms of the Plan through the end of
    that Offering Period. However, no further shares of Stock will
    be offered under this Plan for any subsequent Offering Period
    and all shares of Stock the held in Custodial Accounts will be
    distributed following the procedures described in
    Section 7.02.
    






10.00 MISCELLANEOUS




     
10.01 Restriction on
Transfers. No right or benefit under
the Plan may be transferred, assigned, alienated, pledged or
otherwise disposed of in any way by a Participant. All rights
and benefits under the Plan may be exercised during the
Participant’s lifetime only by the Participant.





     
10.02 Beneficiary
Designation. Each Participant may name
a Beneficiary or Beneficiaries (who may be named contingently or
successively) to receive any Plan benefits that are unpaid at
the Participant’s death. Each designation made will revoke
all earlier designations made by the same Participant, must be
made on a form prescribed by the Committee and will be effective
only when filed in writing with the Committee. If a Participant
has not made an effective Beneficiary designation, the deceased
Participant’s Beneficiary will be his or her surviving
spouse or, if there is no surviving spouse, the deceased
Participant’s estate. The identity of a Participant’s
designated Beneficiary will be based only on the information
included in the latest beneficiary designation form completed by
the Participant and will not be inferred from any other evidence.





     
10.03 No Guarantee of Employment or
Participation. Nothing in the Plan may
be construed as:





		
	 	     
    [1] Interfering with
    or limiting the right of any Employer to terminate any
    Participant’s employment at any time; or
    
	 
	 	     
    [2] Conferring on
    any Participant or Employee any right to continue as an Employee.
    





     
10.04 Tax Requirements and
Notification. Each Participant is
solely responsible for satisfying local, state and federal tax
requirements associated with any taxable amount received from or
associated with his or her participation in the Plan. The
Employer will withhold required taxes in the same manner and for
the same taxing jurisdiction as it withholds taxes from
Participants’ other compensation.





     
10.05
Indemnification. Each individual who
is or was a member of the Committee or of the Board will 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, action, suit or proceeding to which he
or she may be made a party or in which he or she may be involved
by reason of any action taken or failure to take action under
the Plan as a Committee member and against and from any and all
amounts paid, with the Company’s approval, by him or her in
settlement of any matter related to or arising from the Plan as
a Committee member or paid by him or her in satisfaction of any
judgment in any action, suit or proceeding relating to or
arising from the Plan against




7








 





him or her as a Committee member, but only if he
or she gives the Company an opportunity, at its own expense, to
handle and defend the matter before he or she undertakes to
handle and defend it in his or her own behalf. The right of
indemnification described in this section is not exclusive and
is independent of any other rights of indemnification to which
the individual may be entitled under the Company’s
organizational documents, by contract, as a matter of law or
otherwise. The foregoing right of indemnification is not
exclusive and is independent of any other rights of
indemnification to which the person may be entitled under the
Company’s organizational documents, by contract, as a
matter of law or otherwise.






     
10.06 No Limitation on
Compensation. Nothing in the Plan is
to be construed to limit the right of the Company to establish
other plans or to pay compensation to its employees or
directors, in cash or property, in a manner not expressly
authorized under the Plan.





     
10.07 Requirements of
Law. The availability of Purchase
Rights and the issuance of shares of Stock will be subject to
all applicable laws, rules and regulations and to all required
approvals of any governmental agencies or national securities
exchange, market or other quotation system. Also, no shares of
Stock will be sold under the Plan unless the Company is
satisfied that the issuance of those shares of Stock will comply
with applicable federal and state securities laws. Certificates
for shares of Stock delivered under the Plan may be subject to
any stock transfer orders and other restrictions that the
Committee believes to be advisable under the rules, regulations
and other requirements of the Securities and Exchange
Commission, any stock exchange or other recognized market or
quotation system upon which the Stock is then listed or traded,
or any other applicable federal or state securities law. The
Committee may cause a legend or legends to be placed on any
certificates issued under the Plan to make appropriate reference
to restrictions within the scope of this section.





     
10.08 Use of Funds.
All amounts credited to and held in Plan Accounts may be used by
the Company for any corporate purpose and the Company is not
required to segregate Plan Accounts from its general assets.





     
10.09 Expenses.
Except as otherwise provided in this section and the Plan, costs
and expenses incurred in the administration of the Plan and
maintenance of Plan Accounts will be paid by the Company,
including the custodian’s annual fees and any brokerage
fees and commissions arising in connection with the purchase of
shares of Stock upon reinvestment of dividends and
distributions. In no circumstance will the Company pay any
brokerage fees and commissions arising in connection with the
sale of shares of Stock acquired under the Plan by any
Participant.





     
10.10 Governing Law.
The Plan and all related agreements will be construed in
accordance with and governed by the laws (other than laws
governing conflicts of laws) of the United States and of the
State of Ohio.





     
10.11 No Impact on
Benefits. The right to purchase shares
of Stock under this Plan is an incentive designed to promote the
objectives described in Section 1.00 and are not to be
treated as compensation for purposes of calculating a
Participant’s rights under any employee benefit plan.




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