EX-10.2






Exhibit 10.2




FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT




     This First Amendment to the Employment Agreement dated effective October 1, 2007 (“Agreement”)
by and between The Scotts Company, LLC (“Company”) and Barry Sanders (“Executive”) is effective as
of this 14th day of January, 2009.



RECITALS




     WHEREAS, the Company and the Executive previously entered into the Agreement; and



     WHEREAS, the Company and the Executive each desire to amend the Agreement as described herein.



AMENDMENT




     NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of
the parties set forth in this Agreement, and of other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:




	1.	 	Article 1 of the Agreement is hereby amended by inserting the following at the end thereof:
	 
	 	 	The Company hereby agrees that, with respect to the term of the Agreement expiring
September 30, 2010, it will not exercise its right to deliver a notice of its
intent not to renew the Agreement, as provided herein, and the Agreement will
automatically be extended for one (1) additional year at the end of such term;
provided, however, that nothing in the foregoing shall be construed as affecting any
other right of the Company under any other provision of this Agreement, including,
without limitation, the ability to terminate the Agreement and the Executive’s
employment thereunder. Likewise, nothing in this Amendment is intended to change
the language related to a Change of Control contained in Article 1.
	 
	2.	 	Section 2.17 of the Agreement is hereby deleted in its entirety and the following is
substituted therefor:
	 
		 	2.17 “Good Reason” means, without the Executive’s consent, the existence of one or
more of the following conditions:






	 	(a)	 	A material diminution in the Executive’s base compensation; or
	 
	 	(b)	 	A material change in the geographic location at which the Executive
must perform services.






	 	 	Notwithstanding the foregoing, (i) an event described in this Section 2.17 shall
constitute Good Reason only if the Company fails to cure such event within thirty




 









 












	 	 	(30) days after receipt from the Executive of written notice of the event which
constitutes Good Reason and (ii) Good Reason shall cease to exist for an event on
the ninetieth (90th) day following the later of its occurrence or the Executive’s
knowledge thereof, unless the Executive has given the Company written notice of such
event prior to such date.
	 
	3.	 	Section 7.4(b)(ii) of the Agreement is hereby deleted in its entirety and the following is
substituted therefor:






	 	(ii)	 	A lump sum payment equal to the Annual Bonus Award that the Executive
would have received had the Executive remained employed for the entire fiscal
year/performance period, but prorated based on the actual Base Salary paid to
the Executive during such fiscal year for services rendered through the
Effective Date of Termination.





     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by a duly
authorized officer and the Executive has executed this First Amendment, each effective as of the
date first set forth above.



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COMPANY	 	 	 	EXECUTIVE
	 
	 	 	 	 	 	 	 	 
	The Scotts Company, LLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Denise S. Stump
	 	 	 	/s/ Barry W. Sanders	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Denise S. Stump
	 	 	 	Barry Sanders	 	 
	 
	 	 	 	 	 	 	 	 
	Its:	 	Executive Vice President, Global Human Resources