EX-10.2






FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT




This First Amendment to the Employment Agreement (“Amendment”) dated effective the first day
of October 2008 (“Agreement”) by and between The Scotts Company LLC (“Company”) and Mark Baker
(“Executive”) is effective as of this 10th day of December, 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 Amendment, 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.	 	Section 5.3 of the Agreement is hereby amended to remove the following sentences:






The second award shall be granted during the second year of the Executive’s employment and
shall have a target value on the date of grant of approximately two million seven hundred
thousand dollars ($2,700,000). The third award shall be granted during the third year of
the Executive’s employment with a target value on the date of grant of approximately three
million three hundred thousand dollars ($3,300,000).




	2.	 	Section 5.3 is hereby amended to insert the following sentences in place of the sentences
removed above:






The second award shall be granted during the second year of the Executive’s employment and
shall have a target value on the date of grant of approximately two million four hundred and
sixty thousand dollars ($2,460,000). The third award shall be granted during the third year
of the Executive’s employment with a target value on the date of grant of approximately
three million and sixty thousand dollars ($3,060,000).




	3.	 	Section 5.6 of the Agreement is hereby amended by adding the following text at the end:






a. Commuting Allowance: Subject to the conditions set forth in subparagraphs (b) and
(c) of this paragraph, the Company shall provide to the Executive an annual commuting
allowance in a gross amount of four hundred and twenty thousand dollars ($420,000.00) (the
“Commuting Allowance”). The Commuting Allowance shall be subject to appropriate tax
withholdings and shall be paid to the Executive in equal monthly installments throughout the
year, consistent with the normal payroll practices of the Company.




b. Training as a Condition to the Commuting Allowance. The Company’s obligation to
pay the Commuting Allowance shall be conditioned on, and shall not arise until, the
Executive attends and successfully completes Flight Safety or Simuflite Cessna CJ 525 (S)
initial single pilot simulator based training, level C or higher. (“Initial Training”).




c. Continuing Training as an Ongoing Condition to the Commuting Allowance: After
successful completion of the Initial Training, the Executive must attend and successfully
complete annual simulator based recurrent Citation Jet training that complies with FAA
standards. (“Continuing Training”). In the event that the Executive fails to attend and/or
successfully complete the Continuing Training in a timely manner, the Company may
discontinue the monthly Commuting Allowance payments until the Executive has successfully
completed the training. Any missed monthly payments will be forfeited.




d. Proof of Training. Upon request by the Company, the Executive shall provide
written confirmation that the Initial Training and/or the Continuing Training required by
this paragraph were completed successfully and in a timely manner. If the Executive is
unable to supply such documentation, the Company may assume that the associated training was
not taken and discontinue the monthly Commuting Allowance payments until the training is
successfully completed. Any missed monthly payments will be forfeited.




e. Commuting Allowance Not Included in Severance. Under no circumstances shall this
Agreement be interpreted to mean that any portion of the Commuting Allowance will be
included in any severance entitlement the Executive may have under this Agreement.




	4.	 	The Executive acknowledges and agrees that nothing contained in this First Amendment
constitutes a Good Reason under the Agreement.





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
	 	/s/ Mark R. Baker
	
 
	 	 	 	Mark R. Baker
	By:

	 	/s/ Denise Stump (12/10/09)
	 	

	Its:

	 	EVP, Global HR