Exhibit 10.4





Exhibit 10.4




Deferral of Cash Retainer — Specimen Agreement




THE SCOTTS MIRACLE-GRO COMPANY

AMENDED AND RESTATED

2006 LONG-TERM INCENTIVE PLAN




DEFERRED STOCK UNIT AWARD AGREEMENT

FOR NONEMPLOYEE DIRECTORS

(WITH RELATED DIVIDEND EQUIVALENTS)




DEFERRED STOCK UNITS CREDITED TO

[Director’s Name]




The Scotts Miracle-Gro Company (“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
(“Plan”) through which members of its Board of Directors, 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 Deferred Stock Unit Award Agreement (“Award Agreement”) have the same
meanings as in the Plan.



This Award Agreement describes the deferred stock units (“DSUs”) which you will be credited with
upon conversion of quarterly installments of the annual cash retainer payable to you by the Company
and the terms and conditions of your DSUs. To ensure you fully understand these terms and
conditions, you should:




	 	•	 	Read the Plan 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 [Insert 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]



The Company intends that the DSUs credited under this Award Agreement satisfy the requirements of
Section 409A of the Code and that this Award Agreement be so administered and construed. You agree
that the Company may modify this Award Agreement, without any further consideration, to fulfill
this intent, even if those modifications change the terms of your DSUs and reduce their value or
potential value.


 


 









 





1. DESCRIPTION OF YOUR DEFERRED STOCK UNITS




You have elected to convert [$dollar amount] of each quarterly installment of the annual cash
retainer paid to you by the Company (“Amount Deferred”) into DSUs, subject to the terms and
conditions of the Plan and this Award Agreement. As of each date on which the Amount Deferred
would otherwise be paid (each a “Conversion Date”), you will be credited with a number of DSUs and
an equal number of related dividend equivalents, determined by dividing the Amount Deferred by the
Fair Market Value of a Share. The number of DSUs credited to you each quarter will be reflected on
Schedule A, as updated by the Company after each Conversion Date during 2011.



Each whole DSU represents the right to receive one full Share at the time and in the manner
described in this Award Agreement. Each dividend equivalent represents the right to receive
additional DSUs (determined in accordance with Section 3(c)) in respect of the dividends that are
declared and paid during the period beginning on the relevant Conversion Date and ending on the
Settlement Date (as described in Section 2(b)) with respect to the Shares represented by the
related DSU.



2. VESTING AND SETTLEMENT




(a) Vesting. Your DSUs (and any related dividend equivalents received pursuant to Section
3(c) following the Conversion Date) will be 100% vested on the date they are credited to you.



(b) Settlement. Subject to the terms of the Plan, your vested DSUs shall be settled in a lump
sum as soon as administratively practicable, but no later than 90 days, following the earliest to
occur of: (i) your Termination (as defined below); (ii) your death; (iii) the date you become
Disabled (as defined below); or (iv) [January 31, 2016] (the “Settlement Date”). Your whole DSUs
shall be settled in full Shares, and any fractional DSU shall be settled in cash, determined based
upon the Fair Market Value of a Share on the Settlement Date.




(c) Definitions. For purposes of this Award Agreement:




(i) “Disabled” means that you have been determined to be totally disabled by the Social
Security Administration.




(ii) “Termination” (or any form thereof) means your “separation from service” from the
Company, as defined in Section 409A of the Code.



3. GENERAL TERMS AND CONDITIONS




(a) 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.



(b) RIGHTS BEFORE YOUR DSUs ARE SETTLED. Except as provided in Section 3(c) below, you will
have none of the rights of a shareholder with respect to Shares underlying the DSUs credited to you
under this Award Agreement unless and until you become the record holder of such Shares.


 


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(c) DIVIDEND EQUIVALENTS. With respect to each dividend equivalent:




(i) If a cash dividend is declared and paid on the Shares underlying the DSUs credited
to you under this Award Agreement, you will receive an additional number of DSUs equal to
the quotient of:




(A) the product of (I) such number of DSUs (including additional DSUs
previously received in accordance with this Section 3(c)) that have not been settled
as of the dividend payment date, multiplied by (II) the amount of the cash dividend
paid per Share; divided by




(B) the Fair Market Value (which shall be equal to the closing price) of a
Share on the date such cash dividend is paid.




Any additional DSUs credited pursuant to this Section 3(c)(i) shall be subject to the
same terms and conditions as the DSUs credited to you pursuant to Section 1 above.




(ii) If a Share dividend is declared and paid on the Shares underlying the DSUs
credited under this Award Agreement, you will receive an additional number of DSUs equal to
the product of (A) such number of DSUs (including additional DSUs previously received in
accordance with this Section 3(c)) that have not been settled as of the dividend payment
date, multiplied by (B) the dividend paid per Share. Any additional DSUs credited pursuant
to this Section 3(c)(ii) shall be subject to the same terms and conditions as the DSUs
credited pursuant to Section 1 above.




(iii) Any fractional number of DSUs resulting from the calculations under this Section
3(c) shall be rounded to the nearest whole Share.



(d) BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive any DSUs
and related dividend equivalents that are settled after you die. This may be done only on a
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
DSUs upon conversion of the Amount Deferred. However, 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.



(e) TRANSFERRING YOUR DSUs AND RELATED DIVIDEND EQUIVALENTS. Normally your DSUs and related
dividend equivalents may not be transferred to another person. However, as described in Section
3(d), you may complete a Beneficiary Designation Form to name the person to receive any DSUs and
related dividend equivalents that are settled after you die. Also, the Committee may allow you to
place your DSUs and 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.



(f) 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.


 


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(g) OTHER AGREEMENTS. Your DSUs and the 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.



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



(i) OTHER RULES. Your DSUs and 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 crediting of DSUs and the related dividend equivalents under this Award
Agreement.



4. YOUR ACKNOWLEDGMENT OF AWARD CONDITIONS




By signing below, you acknowledge and agree that:




(a) A copy of the Plan has been made available to you;




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



(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 DSUs or this Award Agreement
to comply with any law and to avoid paying penalties under Section 409A of the Code, even if those
changes affect the terms of your DSUs and reduce their value or potential value; and



(d) You must return a signed copy of this Award Agreement to the address given above before
[Insert Date]. By signing below you acknowledge that the DSUs credited to you on each Conversion
Date (as reflected on Schedule A for each Conversion Date) will be subject to the terms of the Plan
and this Award Agreement.



	 	 	 
	[Director’s Name]

	 	THE SCOTTS MIRACLE-GRO COMPANY
	 
	 	 
	By:

	 	By:
	Date signed:
 _____ 
Specimen do not sign
 _____ 


	 	[Name of Company Representative]
	 

	 	[Title of Company Representative]
	 

	 	Date signed:
 _____ 
Specimen do not sign
 _____ 






 


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THE SCOTTS MIRACLE-GRO COMPANY

AMENDED AND RESTATED

2006 LONG-TERM INCENTIVE PLAN




DEFERRED STOCK UNIT AWARD AGREEMENT

FOR NONEMPLOYEE DIRECTORS

(WITH RELATED DIVIDEND EQUIVALENTS)




DEFERRED STOCK UNITS CREDITED TO

[Director’s Name]




SCHEDULE A




	 	 	 	 	 	 	 
	 	 	 	 	Applicable Share	 	Number of Deferred
	Conversion Date	 	Amount Deferred	 	Price	 	Stock Units
	January [   ], 2011
	 	$[amount]	 	$[price]	 	[# TBD]
	April [   ], 2011
	 	$[amount]	 	$[price]	 	[# TBD]
	July [   ], 2011
	 	$[amount]	 	$[price]	 	[# TBD]
	October [   ], 2011
	 	$[amount]	 	$[price]	 	[# TBD]






Note: the Company will update Schedule A each quarter to reflect the number of additional DSUs
to be credited to you on the applicable Conversion Date.




 


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