EX-10(C)






EXHIBIT 10(c)




The Scotts Company LLC

Supplemental Incentive Plan Description



Detailed Description



The following outline provides an explanation of the Supplemental Incentive Plan (the “SIP”) for
the fiscal year ending September 30, 2008 (“FY08”). The SIP is designed to supplement and operate
within the parameters of The Scotts Company LLC Amended and Restated Executive/Management Incentive
Plan (the “EMIP”), which was originally approved by shareholders of The Scotts Miracle-Gro Company
in January 2006.



The SIP is designed to provide executive officers and key management employees of The Scotts
Company LLC and its subsidiaries an opportunity to earn an annual cash compensation award based
upon the achievement by The Scotts Miracle-Gro Company and its subsidiaries (collectively, the
“Company”) of established financial targets.




	 	 	 
	Purpose/

Objectives

	 	The SIP is a single global incentive plan that is intended to unite the
organization with a common focus on delivering two key financial
performance measures (earnings per share and modified free cash flow)
within the range of guidance the Company communicated to the investment
community for FY08 in the Company’s May 5, 2008 earnings release. The
SIP is a supplement to the EMIP for FY08, which will continue as
previously communicated.
	 
	 	 
	Plan Year

	 	The SIP will correspond to the Company’s FY08 with the exception of
Scotts Lawn Service (SLS) which will be based on the 2008 calendar
year.
	 
	 	 
	Eligibility and 
Participation
	 	Eligibility for the SIP is open to all 2008 Plan Year EMIP participants.

	 
	 	Participants must be actively employed in an eligible job/position for
at least 13 consecutive weeks during the 2008 Plan Year. The 2008 Plan
Year cut-off for new participants and/or changes need to be effective
prior to 6/22/08 for bi-weekly payrolls or prior to 7/2/08 for monthly
payrolls (9/28/08 for SLS bi-weekly payrolls and 10/1/08 for SLS
monthly payrolls). Participants must be employed by the Company on the
last day of the fiscal year (calendar year for SLS) to be eligible for
a payment under the SIP. Participants whose employment terminates
during the 2008 Plan Year (other than in cases of retirement) will not
be eligible for any payment under the SIP.






 









 






	 	 	 
	Retirement

	 	Participants who retire
during the 2008 Plan
Year will be eligible
for a prorated award
based on the percentage
of the 2008 Plan Year
(as applicable to such
participants) worked.
	 
	 	 
	Performance 

Measures

	 	Performance Measures for the 2008 Plan Year are:






	 	 	 	 	 	 	 
	 	 	Participant Group	 	Applicable Performance Measures
	 
	 	 	 	 	 	 
	 

	 	All SIP Participants
	 	•
	 	Consolidated Adjusted Earnings Per Share
	 

	 	 	 	•
	 	Consolidated Modified Free Cash Flow






	 	 	 
	Performance Measures Defined

	 	The Performance Measures defined below are
all calculated at the consolidated Company
level.
	 
	 	 
	 

	 	Adjusted Earnings Per Share
— Adjusted Net
Income (defined below) / outstanding common
shares and dilutive potential common shares
outstanding.
	 
	 	 
	 

	 	Adjusted Net Income — Earnings after
amortization, interest and taxes, excluding
charges related to impairment, restructuring
and other non-recurring items. For purposes
of the SIP, foreign currency translation is
calculated based on budgeted exchange rates.
	 
	 	 
	 

	 	Modified Free Cash Flow — Adjusted Net Income
with certain adjustments, as shown below.
	 
	 	 
	 

	 	          Adjusted Net Income
	 

	 	          Add: non-cash expenses (depreciation,
amortization and stock-based compensation)
	 

	 	          Subtract: capital expenditures
	 

	 	          Adjust: (add/subtract) for change in working
capital, calculated using an average of 13 month-end balances






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	Award 

Determination/Payouts

	 	The SIP is designed to recognize and reward performance
against established financial targets. Payouts for each SIP
participant will be calculated in the following manner:
	 
	 	 
	 

	 	Incentive Target — The incentive opportunity for SIP
participants is based on a percentage (referred to as the
Incentive Target) of each participant’s Incentive Eligible
Earnings for the 2008 Plan Year. The Incentive Target for
purposes of the SIP, which varies by position level, is the
same as each participant’s Incentive Target under the EMIP
for the 2008 Plan Year.
	 
	 	 
	 

	 	Components, Performance Measures, and Weights— Incentive
payouts will begin accruing after the threshold level of
performance is achieved for each of the performance measures.
Maximum performance against each performance measure will
result in a calculated payout amount equal to 100 percent of
the target payout. Performance between the threshold and
maximum performance levels will be incrementally calculated
so participants will receive a payout calculated on a
straight-line basis. The calculated payout for each
performance measure will be multiplied by the assigned
weighting to determine the actual payout under the SIP.
	 
	 	 
	 

	 	Funding Trigger— No payments will be paid for any component
of the SIP unless the Company achieves the EPS threshold for
the full 2008 Plan Year. This is referred to as the “funding
trigger” – achievement of that level of performance triggers
a funding of the SIP.
	 
	 	 
	 

	 	Higher of SIP or EMIP Payout
— Each SIP particpipant will be
eligible to receive the highest payout calculated under the
SIP or the EMIP for the 2008 Plan Year. In no case will a
participant receive a payout under both plans.
	 
	 	 
	 

	 	Payment of Incentive Awards — Incentive awards earned under
the SIP are subject to the terms and conditions of the SIP.
With the exception of SLS participants who are on a calendar
year EMIP, any awards earned under the SIP will be paid out
after the close of the 2008 Plan Year and no later than
December 15, 2008. SLS participants will be paid by March 15,
2009.






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	Incentive Eligible 

Earnings Under SIP

	 	For purposes of the SIP, incentive eligible earnings are
defined as the gross salary/wages, overtime, vacation,
holiday and sick days paid during the eligible FY08 or
Calendar 2008 pay periods:
	 
	 	 
	 

	 	Eligible FY2008 Pay Periods:
	 
	 	 
	 

	 	Monthly Pay Schedule—October 1, 2007 through
	 

	 	September 30, 2008 (last pay date September 25, 2008); and
	 
	 	 
	 

	 	Bi-Weekly Pay Schedule—September 16, 2007 through

September 13, 2008 (last pay date September 19, 2008).
	 
	 	 
	 

	 	Eligible Calendar 2008 Pay Periods (for SLS participants):
	 
	 	 
	 

	 	Monthly Pay
Schedule—January 1, 2008 through

December 31, 2008 (last pay date December 24, 2008); and
	 
	 	 
	 

	 	Bi-Weekly Pay Schedule—December 23, 2007 through 

December 20, 2008 (last pay date December 26, 2008).
	 
	 	 
	 

	 	Note: The following earnings are excluded from the incentive
eligible earnings calculation:






	 	 	 	 	 	 	 
	 

	 	 
	 	•
	 	Short-term and long-term disability earnings, and
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Workers compensation payments, and
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Sign-on or other bonus payments, and
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	Perks such as a car allowance.






	 	 	 
	 

	 	Final payout calculations for the SIP will be based on
natural rounding to the nearest whole dollar. This applies
to both incentive eligible earnings and final payout
calculations.
	 
	 	 
	Miscellaneous

	 	Participants shall not have any right with respect to any
award until an award shall, in fact, be paid to them.
	 
	 	 
	 

	 	Nothing in this document confers any rights upon any
associate to participate in the SIP or to remain in the
employ of the Company. Neither the adoption nor the
operation of the SIP shall in any way affect the right of the
associate or the Company to terminate the employment
relationship at any time.
        .







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