EX-10.11






Exhibit 10.11



 France

THE SCOTTS MIRACLE-GRO COMPANY

AMENDED AND RESTATED

2006 LONG-TERM INCENTIVE PLAN




NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES




NONQUALIFIED STOCK OPTION GRANTED

TO [Grantee’s Name] ON [Grant Date]



The Scotts Miracle-Gro Company (the “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 (the “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, this Award Agreement and the Plan Prospectus, as supplemented, 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]




 









 








1. DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION



You have been granted a Nonqualified Stock Option (“NSO”) to purchase [Number of Common Shares]
Shares at an exercise price of U.S. $[Exercise Price] for each Share (“Exercise Price”) on or
before [Day Prior to Tenth Anniversary of Grant Date] (the “Expiration Date”), subject to the terms
and conditions of the Plan and this Award Agreement. The Grant Date of the NSO is [Grant Date].




2. LIMITS ON EXERCISING YOUR NSO




     (a) Normally, your NSO will vest (and become exercisable) on [Third Anniversary of Grant Date]
(the “Vesting Date”) but only if you are actively employed by the Company or any Subsidiary or
Affiliate on the Vesting Date and all other conditions described in this Award Agreement and the
Plan are met. This does not mean that you must exercise your NSO on this date; this is merely the
first date that you may do so. However, except as described below, your NSO will expire to the
extent it is not exercised on or before the Expiration Date.



     There are some special situations in which your NSO may vest earlier. These are described in
Sections 4(a) and 4(b) of this Award Agreement.



     (b) At any one time, you may not exercise your NSO to buy fewer than 100 Shares (or, if less,
the number of Shares underlying the vested portion of your NSO). Also, you may never exercise your
NSO to purchase a fractional Share. Any fractional Share shall be redeemed for cash equal to the
Fair Market Value of such fractional Share.



3. EXERCISING YOUR NSO




     (a) After your NSO vests, you may exercise the NSO by completing an Exercise Notice. A copy
of this Exercise Notice is attached to this Award Agreement. Also, a copy of this Exercise Notice
and a description of the procedures that you must follow to exercise your NSO are available from
[Third Party Administrator] at [TPA Telephone Number] or at the address given above.



     (b) You may use one of three methods to exercise your NSO and to pay any taxes related to that
exercise. You will decide on the method at the time of exercise.




CASHLESS EXERCISE AND SELL: If you elect this alternative, you will be deemed to
have simultaneously exercised the NSO and to have sold the Shares underlying the
portion of the NSO you exercised. When the transaction is complete, you will
receive cash (but no Shares) equal to the difference between the aggregate Fair
Market Value of the Shares deemed to have been acquired through the exercise minus
the aggregate Exercise Price and related taxes.



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COMBINATION EXERCISE: If you elect this alternative, you will be deemed to have
simultaneously exercised the NSO and to have sold a number of those Shares with a
Fair Market Value equal to the aggregate Exercise Price and related taxes. When the
transaction is complete, the balance of the Shares subject to the portion of the NSO
you exercised will be transferred to you.




EXERCISE AND HOLD: If you elect this alternative, you must pay the full Exercise
Price plus related taxes (in cash, a cash equivalent or in Shares having a Fair
Market Value equal to the Exercise Price and which you have owned for at least six
months before the exercise date). When the transaction is complete, you will
receive the number of Shares purchased.



     (c) Before choosing an exercise method, you should read the Plan Prospectus, as supplemented,
to ensure you understand the income tax effect of exercising your NSO.



     (d) If you do not elect one of the methods set forth in Section 3(b) above, the Company will
apply the Cashless Exercise and Sell method described in Section 3(b).



4. GENERAL TERMS AND CONDITIONS




     (a) YOU MAY FORFEIT YOUR NSO IF YOU TERMINATE. Normally, you may exercise your NSO after it
vests and before the Expiration Date. However, to the extent permitted by law, your NSO may be
cancelled earlier than the Expiration Date if you Terminate. For purposes of this Award Agreement,
“Terminate” (or any form thereof) means the date of notification of the cessation of the
employee-employer relationship between you and the Company and all Affiliates and Subsidiaries for
any reason.




     (i) If you are Terminated for Cause, the portion of your NSO that has not been
exercised will be forfeited (whether or not then vested) on the date you Terminate; or




     (ii) If you die or you Terminate due to your Disability (as defined below), your NSO
will become fully vested and expire on the Expiration Date. For purposes of this Award
Agreement, “Disability” means your inability to perform your normal duties for a period of
at least six months due to a physical or mental infirmity; or




     (iii) If you Terminate after reaching either (A) age 55 and completing at least 10
years of employment with the Company, its Affiliates and/or its Subsidiaries or (B) age 62
regardless of your years of service, your NSO will become fully vested and expire on the
Expiration Date; or




     (iv) If you Terminate for any other reason, the unvested portion of your NSO will be
forfeited immediately and the vested portion of your NSO will expire on the earlier of the
Expiration Date or 90 days after you Terminate.


Note, it is your responsibility to keep track of when your NSO expires.




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     (b) CHANGE IN CONTROL. Normally, your NSO will vest only in the circumstances described in
Sections 2(a) and 4(a) of this Award Agreement. However, if there is a Change in Control, your NSO
may vest earlier. You should read the Plan carefully to ensure that you understand how this may
happen.



     (c) NO RIGHT TO EMPLOYMENT. Your NSO award is a voluntary, discretionary bonus being made on
a one-time basis and it does not constitute a commitment to make any future awards. This Award and
any payments made hereunder will not be considered salary or other compensation for purposes of any
severance pay or similar allowance, except as otherwise required by law. Nothing in this Award
Agreement will give you any right to continue employment with the Company or any Subsidiary or
Affiliate, as the case may be, or interfere in any way with the right of the Company or a
Subsidiary or an Affiliate to terminate your employment.



     (d) DATA PRIVACY. Information about you and your participation in the Plan, including, but
not limited to, your name, home address and telephone number, date of birth, social insurance
number, salary, nationality, job title, any shares of stock or directorships held in the Company,
details of your NSO or other entitlement to shares of stock awarded, cancelled, exercised, vested,
unvested or outstanding in your favor, may be collected, recorded, held, used and disclosed for any
purpose related to the administration and management of the Plan and in order to satisfy legal and
regulatory requirements. You understand that the Company will keep your personal data in
accordance with the rules set forth by Law No. 78-17, dated January 6, 1978, related to “software,
files and liberties” (the “Law”). The Company will also take reasonable measures in order to
protect your personal data and to observe the requirements set forth by the Commission
Nationale de l’Informatique et des Libertés. Pursuant to the Law, you have the right to
access, correct and request deletion of any of your personal data that is inaccurate, incomplete,
ambiguous, obsolete or whose collection, use, communication or conservation is prohibited. You
also understand that the Company and its Subsidiaries or Affiliates may transfer such information
to any third party administrators, regardless of whether such persons are located within your
country of residence, the European Economic Area or in countries outside of the European Economic
Area, including the United States of America, where the rules protecting such data are less
stringent than those applicable within the European Economic Area. You expressly consent and agree
to the collection, holding, use, disclosure, transfer in electronic or other form, and processing
of information relating to you and your participation in the Plan.



French translation:




     (d) PROTECTION DES DONNES PERSONNELLES. Les informations vous concernant ainsi que votre
participation dans le Plan, y compris mais non limitativement, votre nom, votre adresse personnelle
et numéro de téléphone, date de naissance, numéro de sécurité sociale, salaire, nationalité,
intitulé de poste, toutes participations ou tous mandats détenus dans la Société, les
renseignements sur le NSO ou sur tout autre droit à des participations octroyées, annulées,
exercées, disponibles ou non disponbiles ou en circulation en votre faveur, peuvent être
rassemblées, enregistrées, détenues, utilisées et divulguées pour toute raison liée à
l’administration et la gestion du Plan et afin de satisfaire aux exigences légales et
réglementaires. Vous comprenez que la Société conservera vos données personnelles conformément aux
règles



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posées par la Loi No. 78-17 du 7 janvier 1978 relative à “l’informatique, aux fichiers et aux
libertés” (la “Loi”). La Société pendra également toutes les mesures raisonnables afin de protéger
vos données personnelles et d’observer les exigences posées par la Commission Nationale de
l’Informatique et des Libertés. En application de la Loi, vous bénéficiez d’un droit d’accès, de
modification et de suppression de vos données personelles qui seraient incorrectes, incomplètes,
ambigües, obsolètes ou dont la collecte, l’utilisation, la communication ou la conservation
seraient prohibées. Vous comprenez également que la Société et ses Filiales ou Sociétés Affiliées
peuvent transférer ces informations à des tiers administrateurs, peu importe que ces personnes
soient situées dans votre pays de résidence, l’Espace Economique Européen ou dans des pays autres
que l’Espace Economique Européen, y compris, les Etas-Unis d’Amérique, où les règles de protection
de telles données personnelles sont moins contraingrantes que celles applicables dans l’Espace
Economique Européen. Vous consentez expressément et vous acceptez la collecte, la détention,
l’utilisation, la divulgation, le transfert sous forme électronique ou autre et plus généralement
le traitement des informations vous concernant et concernant votre participation au Plan.



     (e) 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.



     (f) RIGHTS BEFORE YOUR NSO IS EXERCISED. You may not vote, or receive any dividends
associated with, the Shares underlying your NSO before your NSO is exercised with respect to such
Shares.



     (g) BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive or to
exercise the vested portion of your NSO that is unexercised when 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 need not be completed now and is not required as a condition of
receiving your Award. 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 NSO. Normally your NSO may not be transferred to another person.
However, you may complete a Beneficiary Designation Form to name the person who may exercise your
NSO if you die before the Expiration Date. Also, the Committee may allow you to place your NSO
into a trust established for your benefit or for 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) ELECTRONIC DELIVERY. The Company may, in its sole discretion, deliver any documents
related to your NSO and your participation in the Plan, or future awards that may be granted under
the Plan, by electronic means or to request your consent to participate in the Plan by electronic
means. You hereby consent to receive such documents by electronic delivery and, if requested,
agree to participate in the Plan through an on-line or electronic system established and maintained
by the Company or another third party designated by the Company.



     (j) 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



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refer construction or interpretation of the Plan to the substantive law of another
jurisdiction.



     (k) OTHER AGREEMENTS. Your NSO 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.



     (l) ADJUSTMENTS TO YOUR NSO. Subject to the terms of the Plan, your NSO will be adjusted, if
appropriate, to reflect any change to the Company’s capital structure (e.g., the number of
Shares underlying your NSO and the Exercise Price will be adjusted to reflect a stock split).



     (m) OTHER TERMS AND CONDITIONS. Your NSO is 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 the NSO made to you under this Award Agreement.



5. YOUR ACKNOWLEDGMENT OF AWARD CONDITIONS



By signing below, you acknowledge and agree that:




     (a) Copies of the Plan and Plan Prospectus, as supplemented, have been made available to you;



     (b) You understand and accept the terms and conditions of your NSO;



     (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 NSO or this Award Agreement
to comply with any law; 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]

	 	 	 	THE SCOTTS MIRACLE-GRO COMPANY
	 
	BY:  ____________________________	 	 	 	BY: ____________________________
	 
	Date signed: _____________________

	 	 	 	[Name of Company
representative]

[Title of Company representative]

Date signed: _____________________






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 France

THE SCOTTS MIRACLE-GRO COMPANY

AMENDED AND RESTATED

2006 LONG-TERM INCENTIVE PLAN




NONQUALIFIED STOCK OPTION EXERCISE NOTICE

FOR NONQUALIFIED STOCK OPTION GRANTED

TO [Grantee’s Name] ON [Grant Date]



Additional copies of this Nonqualified Stock Option Exercise Notice (“Exercise Notice”) (and any
further information you may need about this Exercise Notice or exercising your NSO) are available
from [Third Party Administrator] at the address given below.



By completing this Exercise Notice and returning it to [Third Party Administrator] at the address
given below, I elect to exercise all or a portion of the NSO and to purchase the Shares described
below. Capitalized terms not defined in this Exercise Notice have the same meanings as in the Plan
and applicable Award Agreement.





NOTE: You must complete a separate Exercise Notice for each NSO being exercised
(e.g., if you are simultaneously exercising an NSO to purchase 200 Shares granted on
January 1, 2008 and an NSO to purchase 100 Shares granted on January 1, 2009 under a
separate award agreement, you must complete two Exercise Notices, one for each NSO being
exercised).


NSO TO BE EXERCISED AND SHARES TO BE PURCHASED: This Exercise Notice relates to the following NSO
and number of Shares (fill in the blanks):




     Grant Date of NSO: [Grant Date]



     Number of Shares Being Purchased:                                                             


EXERCISE PRICE: The aggregate Exercise Price due is U.S. $                                                             .




     NOTE: This amount must equal the product of [Exercise Price] multiplied by the number of
Shares being purchased.


PAYMENT OF EXERCISE PRICE: I have decided to pay the Exercise Price and any related taxes by (check
one):




     NOTE: These methods are described in the applicable Award Agreement.




___     Cashless Exercise and Sell.




___     Combination Exercise.




___     Exercise and Hold.













 





     NOTE:




	 	•	 	If you select the Exercise and Hold method, you must follow the procedures
described in the Award Agreement to pay the Exercise Price and the taxes related to
this exercise. You should contact [Third Party Administrator] at the address given
below to find out the amount of taxes due.
	 
	 	•	 	If you select either the Cashless Exercise and Sell method or the Combination
Exercise method, you should contact [Third Party Administrator] at the address
given below to be sure you understand how your choice of payment will affect the
number of Shares you will receive.





YOUR ACKNOWLEDGMENT



By signing below, you acknowledge and agree that:





	 	•	 	You fully understand the effect (including the investment effect) of exercising your NSO
and buying Shares and understand that there is no guarantee that the value of these Shares
will appreciate or will not depreciate;
	 
	 	•	 	This Exercise Notice will have no effect if it is not returned to [Third Party
Administrator] at the address given below before the NSO expires, as specified in the Award
Agreement under which the NSO was granted; and
	 
	 	•	 	The Shares you are buying by completing and returning this Exercise Notice will be
issued to you as soon as administratively practicable. You will not have any rights as a
shareholder of the Company until the Shares are issued.




[Grantee’s Name]




_________________________________________________

(signature)




Date signed: _______________________________________



A signed copy of this Exercise Notice must be received at the following address no later than the
date the NSO expires, as specified in the Award Agreement under which the NSO was granted:



[Third Party Administrator]

Attention: [TPA Contact’s Name]

[TPA Contact’s Address]



[TPA Telephone Number]




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*****

ACKNOWLEDGEMENT OF RECEIPT



A signed copy of the Nonqualified Stock Option Exercise Notice was received on:




__________________________________________.



[Grantee’s Name]:



     ___     Has effectively exercised the portion of the NSO described in this Exercise Notice; or



     ___     Has not effectively exercised the portion of the NSO described in this Exercise Notice
because:



______________________________________________________________________________

describe deficiency


The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan Committee



By:
________________________________________________



Date: _______________________________________________



Note: Keep a copy of this Exercise Notice as part of the Plan’s permanent records.





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