EX-10.7.D.III






EXHIBIT
10.7(d)(iii)




THE SCOTTS MIRACLE-GRO COMPANY

AMENDED AND RESTATED

2006 LONG-TERM INCENTIVE PLAN




SPECIAL RESTRICTED STOCK UNIT AWARD AGREEMENT

(with related dividend equivalents)




RESTRICTED STOCK UNITS GRANTED TO

CLAUDE LOPEZ ON [Grant Date]



The Scotts Miracle-Gro Company (the “Company”) believes that its business interests are best served
by ensuring that you remain employed with the Company and have an opportunity to share in the
Company’s future business success. To this end, the Company has agreed to grant you a special
award pursuant to The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan
(“Plan”) through which 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, the Plan Prospectus 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]




 









 





1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS



You have been granted [Number] Restricted Stock Units (“RSUs”) and an equal number of related
dividend equivalent rights, subject to the terms and conditions of the Plan and this Award
Agreement. The “Grant Date” of your Award is [Grant Date]. Each whole RSU represents the right to
receive one full Share at the time and in the manner described in this Award Agreement. Subject to
Section 3(g) 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 applicable Settlement Date (as described in Section 2(b) of this Award
Agreement) with respect to the Share represented by the related RSU.




2. VESTING AND SETTLEMENT




     (a) Vesting. Subject to Sections 3(a) and 3(b) of this Award Agreement, your RSUs will become
100% vested on [Third Anniversary of Grant Date] (“Vesting Date”).



     (b) Settlement. Subject to the terms of the Plan and this Award Agreement, your vested RSUs
shall be settled in a lump sum on the dates set forth below (each a “Settlement Date”) as follows:




     (i) [25%] on the third anniversary of the Grant Date;




     (ii) [33% of the remainder] on the fourth anniversary of the Grant Date; and




     (iii) The remainder on the fifth anniversary of the Grant Date.



3. GENERAL TERMS AND CONDITIONS




     (a) YOU MAY FORFEIT YOUR RSUs IF YOU TERMINATE. Except as otherwise provided in Section 3(a)
and Section 3(b) of this Award Agreement and to the extent permitted by law:




     (i) If, prior to the Vesting Date, you Terminate (A) due to your death, or (B) due to
your Disability, you will vest in a pro rata portion of your RSUs and the vested RSUs will
be settled in accordance with Section 2(b) of this Award Agreement. For purposes of this
Award Agreement, “Disability” means: (1) any physical or mental condition that would
qualify you for a disability benefit under any long-term disability plan maintained by the
Company that is applicable to you, (2) if there is no such plan, such condition provided in
any applicable governmental statute or regulation that constitutes “Disability” or (3) if
there is no such applicable statute or regulation, such other condition as may be determined
by the Company in its sole discretion to constitute “Disability.” 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.




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



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Calculation of the pro rata portion of RSUs vesting upon the occurrence of an event described in
Section 3(a)(i) shall be determined by multiplying the number of RSUs by a fraction, the numerator
of which is the number of whole calendar months elapsed from the Date of Grant until the date of
Termination and the denominator of which is 36.




     (b) CHANGE IN CONTROL. Normally, your RSUs 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 RSUs 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.



     (c) NO RIGHT TO EMPLOYMENT. Your RSU 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 RSUs 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



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la Société, les renseignements sur le RSUs 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 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 RSUs ARE SETTLED. Except as provided in Section 3(g) of this Award
Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the
RSUs unless and until you become the record holder of such Shares.



     (g) 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 RSU, subject to the same terms
and conditions as the related RSU. A reasonable rate of interest, as determined by the Committee
in its sole discretion, will be credited to you for any such amounts relating to cash dividends
that are declared and paid during the period beginning on [Grant Date] and ending on the applicable
Settlement Date. Any dividend equivalents and interest described in this Section 3(g) 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 and interest relating to
cash dividends and (ii) Shares, for any dividend equivalents relating to Share dividends.



     (h) BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive any RSUs
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



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Form correctly, your beneficiary will be your surviving spouse or, if you do not have a
surviving spouse, your estate.



     (i) TRANSFERRING YOUR RSUs AND RELATED DIVIDEND EQUIVALENTS. Normally, your RSUs and related
dividend equivalents may not be transferred to another person. However, as described in Section
3(h) of this Award Agreement, you may complete a Beneficiary Designation Form to name the person to
receive any RSUs 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 RSUs 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.



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



     (k) OTHER AGREEMENTS. Your RSUs 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.



     (l) ADJUSTMENTS TO YOUR RSUs. Subject to the terms of the Plan, your RSUs 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 RSUs will be adjusted to
reflect a stock split).



     (m) OTHER RULES. Your RSUs 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 RSUs and related dividend equivalents under this Award
Agreement.



4. YOUR ACKNOWLEDGMENT OF AWARD CONDITIONS




By signing below, you acknowledge and agree that:



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



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



     (d) You must return a signed copy of this Award Agreement to the address given above before
[Date 30 Days After Grant Date].



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	CLAUDE LOPEZ	 	THE SCOTTS MIRACLE-GRO COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
Claude Lopez

	 	By: 	 	/s/ Denise S. Stump	 	 
	 


	 	 	 	 

	 	 
	Date signed: 	 	11/13/08	 	[Name of Company Representative]	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	[Title of Company Representative]	 	 
	 	 	 	 	Date signed: 11/5/08	 	 
	 

	 	 	 	 	 	 

	 	 







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