EX-10.1






Exhibit 10.1




THE SCOTTS MIRACLE-GRO COMPANY

AMENDED AND RESTATED

2006 LONG-TERM INCENTIVE PLAN




PERFORMANCE UNIT AWARD AGREEMENT FOR EMPLOYEES

(with related dividend equivalents)




PERFORMANCE UNITS GRANTED TO

[Grantee’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 key employees, 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 PERFORMANCE UNITS



You have been granted [Number] Performance Units (“Performance Units”) 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 [Grant Date]. Each whole Performance Unit represents
the right to receive one full Share at the time and in the manner described in this Award
Agreement. Subject to Section 3(f) of this Award Agreement, each dividend equivalent represents
the right to receive an amount equal to 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) of this
Award Agreement) with respect to the Share represented by the related Performance Unit.



2. VESTING AND SETTLEMENT



(a) Vesting. Subject to Sections 3(a), 3(b) and 3(c) of this Award Agreement, the number of
your Performance Units shall vest on the [vesting date], subject to satisfaction of the performance
criteria set forth on Exhibit A over the period beginning on the [beginning Date] and
ending on [ending date] (the “Performance Period”).



(b) Settlement. Subject to the terms of the Plan and this Award Agreement, your vested
Performance Units 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 death; (ii) the date you become
Disabled (as defined in Section 2(c) of this Award Agreement); or (iii) [vesting date] (the
“Settlement Date”). Your whole Performance Units shall be settled in full Shares, and any
fractional Performance Units shall be settled in cash, determined based upon the Fair Market Value
of a Share on the Settlement Date.



(c) Definitions. For purposes of this Award Agreement, (i) “Disabled” means (A) you are
unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, (B) you are, by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health plan covering
Employees of your employer, or (C) you are determined to be totally disabled by the Social Security
Administration or Railroad Retirement Board; and (ii) “Terminate” (or any form thereof) means the
later of (A) the cessation of the employment relationship between you and the Company and all
Affiliates and Subsidiaries for any reason; or (B) the cessation of your service as a member of the
Board.



3. GENERAL TERMS AND CONDITIONS



(a) YOU MAY FORFEIT YOUR PERFORMANCE UNITS IF YOU TERMINATE. Except as otherwise provided in
this Section 3(a) and Section 3(c) of this Award Agreement, you will forfeit your Performance Units
if you Terminate prior to the [vesting date].




(i) If, prior to the Vesting Date, you (A) Terminate after reaching either (A) age 55
and completing at least 10 years of service with the Company, its Affiliates and/or its
Subsidiaries] or (B) age 62 regardless of your years of service, (B) die or (C) become
Disabled, your Performance Units will become 100% vested as of the date of such event and
will be settled in accordance with Section 2(b) of this Award Agreement.




(ii) If, prior to the Vesting Date, you Terminate for any reason not described in
Section 3(a)(i) of this Award Agreement, your Performance Units will be forfeited
immediately.



(b) YOU WILL FORFEIT YOUR PERFORMANCE UNITS IF YOU ENGAGE IN CONDUCT THAT IS HARMFUL TO THE
COMPANY (OR ANY AFFILIATE OR SUBSIDIARY). You will forfeit any outstanding Performance Units and
related dividend equivalents and must return to the Company all Shares and other amounts you have
received through the Plan if, without the Company’s written consent, you do any of the following
within 180 days before and 730 days after you Terminate:




(i) You serve (or agree to serve) as an officer, director, consultant, manager or
employee of any proprietorship, partnership, corporation or other entity or become the owner
of a business or a member of a partnership, limited liability company or other entity that
competes with any portion of the Company’s (or any Affiliate’s or Subsidiary’s) business
with which you have been involved any time within five years before your Termination or
render any service (including, without limitation, advertising or business consulting) to
entities that compete with any portion of the Company’s (or any Affiliate’s or Subsidiary’s)
business with which you have been involved any time within five years before your
Termination;




(ii) You refuse or fail to consult with, supply information to or otherwise cooperate
with the Company or any Affiliate or Subsidiary after having been requested to do so;




(iii) You deliberately engage in any action that the Company concludes has caused
substantial harm to the interests of the Company or any Affiliate or Subsidiary;




(iv) On your own behalf or on behalf of any other person, partnership, association,
corporation, limited liability company or other entity, you solicit or in any manner attempt
to influence or induce any employee of the Company or any Affiliate or Subsidiary to leave
the Company’s or any Affiliate’s or Subsidiary’s employment or use or disclose to any
person, partnership, association, corporation, limited liability company or other entity any
information obtained while an employee of the Company or any Affiliate or Subsidiary
concerning the names and addresses of the Company’s or any Affiliate’s or Subsidiary’s
employees;




(v) You disclose confidential and proprietary information relating to the Company’s or
any Affiliate’s or Subsidiary’s business affairs (“Trade Secrets”), including technical
information, product information and formulae, processes, business and marketing plans,
strategies, customer information and other information concerning the Company’s or any
Affiliate’s or Subsidiary’s products, promotions, development, financing, expansion plans,
business policies and practices, salaries and benefits and other forms of information
considered by the Company or any Affiliate or Subsidiary to be proprietary and confidential
and in the nature of Trade Secrets;




(vi) You fail to return all property (other than personal property), including keys,
notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes,
disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible
property or document and any and all copies, duplicates or reproductions that you have
produced or received or have otherwise been submitted to you in the course of your service
to the Company or any Affiliate or Subsidiary; or




(vii) You engaged in conduct that the Committee reasonably concludes would have given
rise to a Termination for Cause had it been discovered before you Terminated.



(c) CHANGE IN CONTROL. Normally, your Performance Units will vest and be settled only under
the circumstances described in Sections 2 and 3(a)(i) of this Award Agreement. However, if there
is a Change in Control, your Performance Units will vest and be settled as described in the Plan.
You should read the Plan carefully to ensure that you understand how this may happen.



(d) 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.



(e) RIGHTS BEFORE YOUR PERFORMANCE UNITS ARE SETTLED. Except as provided in Section 3(f) of
this Award Agreement, you will have none of the rights of a shareholder with respect to Shares
underlying the Performance Units unless and until you become the record holder of such Shares.



(f) DIVIDEND EQUIVALENTS. You will be entitled to receive a dividend equivalent equal to any
dividends declared and paid on each Share represented by a related Performance Unit, subject to the
same terms and conditions as the related Performance Unit. Any dividend equivalents described in
this Section 3(f) will be distributed to you in accordance with Section 2(b) of this Award
Agreement or forfeited, depending on whether or not you have met the conditions described in this
Award Agreement and the Plan. Any such distributions will be made in (i) cash, for any dividend
equivalents relating to cash dividends and (ii) Shares, for any dividend equivalents relating to
Share dividends.



(g) BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive any
Performance Units and related dividend equivalents that vest before you die but are settled after
you die. This may be done only on the attached 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.



(h) TRANSFERRING YOUR PERFORMANCE UNITS AND RELATED DIVIDEND EQUIVALENTS. Normally, your
Performance Units and related dividend equivalents may not be transferred to another person.
However, as described in Section 3(g) of this Award Agreement, you may complete a Beneficiary
Designation Form to name the person to receive any Performance Units and related dividend
equivalents that are vested before you die but are settled after you die. Also, the Committee may
allow you to place your Performance Units and related 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.



(i) 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.



(j) OTHER AGREEMENTS. Your Performance Units and 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.



(k) ADJUSTMENTS TO YOUR PERFORMANCE UNITS. Subject to the terms of the Plan, your Performance
Units and 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 Performance Units will
be adjusted to reflect a stock split).



(l) OTHER RULES. Your Performance Units and related 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 Performance Units and 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].



	 	 	 	 	 	 	 
	        
	 	[Grantee’s Name]

By:
	 	THE SCOTTS MIRACLE-GRO COMPANY

By:

	 	       



	 	 	Date signed:
	 	[Name of Company Representative]

[Title of Company Representative]

Date signed:

	 	











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EXHIBIT A




PERFORMANCE CRITERIA





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