Common use of Consulting Fees and Expenses Clause in Contracts

Consulting Fees and Expenses. 1. In exchange for providing the consulting services hereunder, during the term of this Agreement, Scotts shall pay Contractor a consulting fee consisting of a combination of cash and restricted stock units, as follows: a. A monthly cash payment of $75,000 for each month during the term irrespective of whether Scotts requests that Contractor provides consulting services hereunder. Contractor shall be required to submit monthly invoices including days/hours worked with brief descriptions of the services provided. Scotts shall pay Contractor within 30 days of its receipt of Contractor’s invoices. b. Subject to Contractor providing consulting services required by this Agreement throughout the complete term of this Agreement, the Company will provide Contractor a one-time grant of grant of restricted stock units (“RSUs”) with a grant date value of $400,000. The RSUs’ shall be issued in the name of Xxxx Xxxxx individually. The number of RSUs will be determined by dividing the intended grant date value by the closing price of a share on the grant date, rounded up to the next whole share. Each dividend equivalent represents the right to receive additional RSUs in respect of the dividends that are declared and paid during the period beginning on the Grant Date and ending on the applicable Settlement Date. Except where Scotts terminates this Agreement without Cause, the RSUs and any related dividend equivalents will vest on January 31, 2019, provided that this Agreement has not otherwise been terminated or notified for termination on that date, and provided that Contractor has fulfilled Contractor’s full service obligation to Scotts under the terms of this Agreement. In the event that Scotts terminates this Agreement without Cause, then the RSUs and the related dividend equivalents shall vest on a pro rata basis determined by dividing the number of days into the term of the Agreement as of and including the termination date divided by 365 and rounding up to the nearest whole share. The vested RSUs and related dividend equivalents, if any, will be settled as soon as administratively practical following vesting. i. With the exception of the vesting provisions described above, the award of RSUs and related dividend equivalents shall be subject to the terms of The Scotts Miracle-Gro Company Long Term Incentive Plan, effective as of January 27, 2017 (the “Plan”), and the standard terms and conditions of the applicable award agreement. In the event of any conflicts or ambiguity between this Agreement and the terms of the Plan and/or the award agreement, the Plan and/or award agreement will be controlling. 2. Scotts also will pay or reimburse Contractor for all reasonable expenses incurred by Contractor in connection with providing consulting services to Scotts as contemplated herein, including, without limitation, all reasonable (a) telephone and fax expenses, and (b) travel expenses, including, without limitation, transportation, food and lodging, incurred in connection with attending Scotts approved meetings pursuant to this consulting agreement. Contractor must incur and account for expenses in accordance with the policies and procedures established by Scotts as a precondition to Scotts’ obligation to pay or reimburse Contractor for such expenses pursuant to the terms of the preceding sentence. This includes describing expenses in reasonable detail on invoices. Scotts will provide private transportation when practical and economically reasonable. 3. Contractor agrees to provide, at its own expense, all equipment necessary to provide the consulting services contemplated herein and to be responsible for its own overhead costs and expenses except for those expenses that Scotts has expressly agreed to pay pursuant to the terms of the preceding paragraph.

Consulting Fees and Expenses. 1. In exchange for providing the consulting services hereunder, during the term of this Agreement, Scotts shall pay Contractor a consulting fee consisting of a combination of cash and restricted stock units, as follows: a. A monthly cash payment of $75,000 for each month during the term irrespective of whether Scotts requests that Contractor provides consulting services hereunder. Contractor shall be required to submit monthly invoices including days/hours worked with brief descriptions of the services provided. Scotts shall pay Contractor within 30 days of its receipt of Contractor’s invoices. b. Subject to Contractor providing consulting services required by this Agreement throughout the complete term of this Agreement, the Company will provide Contractor a A one-time grant of grant of restricted stock units (“RSUs”) with a grant date of February 4, 2022 (the “Grant Date”) and a Grant Date value of $400,000. The RSUs’ shall be issued in the name of Xxxx Xxxxx individually. The number of RSUs will be determined by dividing the intended grant date Grant Date value by the closing price of a share on the grant dateGrant Date, rounded up to the next whole share. Each dividend equivalent represents the right to receive additional RSUs in respect of the dividends that are declared and paid during the period beginning on the Grant Date and ending on the applicable Settlement Date. Except where Scotts terminates this Agreement without Cause, the The RSUs and any related dividend equivalents will vest on January 31, 20192023, provided that this Agreement has not otherwise been terminated or notified for termination on that datedate for any Mr. Xxxx Xxxxx – 3 – February 8, and provided that Contractor has fulfilled Contractor’s full service obligation to Scotts under the terms 2022 Chief Executive Officer Xxxxx Ideas LLC reason listed in Section V.1(b)-(f) of this Agreement. In the event that Scotts terminates this Agreement without Cause, then the RSUs and the related dividend equivalents shall vest on a pro rata basis determined by dividing the number of days into the term of the Agreement as of and including the termination date divided by 365 and rounding up to the nearest whole share. The vested RSUs and related dividend equivalents, if any, will be settled as soon as administratively practical following vesting. i. With the exception of the vesting provisions described above, the award of RSUs and related dividend equivalents shall be subject to the terms of The Scotts Miracle-Gro Company Long Term Incentive Plan, effective as of January 2724, 2017 2022 (the “Plan”), and the standard terms and conditions of the applicable award agreement. In the event of any conflicts or ambiguity between this Agreement and the terms of the Plan and/or the award agreement, the Plan and/or award agreement will be controlling. 2. Scotts also will pay or reimburse Contractor for all reasonable expenses incurred by Contractor in connection with providing consulting services to Scotts as contemplated herein, including, without limitation, all reasonable (a) telephone and fax expenses, and (b) travel expenses, including, without limitation, transportation, food and lodging, incurred in connection with attending Scotts approved meetings pursuant to this consulting agreement. Contractor must incur and account for expenses in accordance with the policies and procedures established by Scotts as a precondition to Scotts’ obligation to pay or reimburse Contractor for such expenses pursuant to the terms of the preceding sentence. This includes describing expenses in reasonable detail on invoices. Scotts will provide private transportation when practical and economically reasonable. 3. Contractor agrees to provide, at its own expense, all equipment necessary to provide the consulting services contemplated herein and to be responsible for its own overhead costs and expenses except for those expenses that Scotts has expressly agreed to pay pursuant to the terms of the preceding paragraph.

Consulting Fees and Expenses. 1. In exchange for providing the consulting services hereunder, during the term of this Agreement, Scotts shall pay Contractor a consulting fee consisting of a combination of cash and restricted stock units, as follows: a. A monthly cash payment of $75,000 for each month during the term irrespective of whether Scotts requests that Contractor provides consulting services hereunder. Contractor shall be required to submit monthly invoices including days/hours worked with brief descriptions of the services provided. Scotts shall pay Contractor within 30 days of its receipt of Contractor’s invoices. b. Subject to Contractor providing consulting services required by this Agreement throughout the complete term of this Agreement, the Company will provide Contractor a one-time grant of grant of restricted stock units (“RSUs”) with a grant date value of $400,000. The RSUs’ shall be issued in the name of Xxxx Xxxxx individually. The number of RSUs will be determined by dividing the intended grant date value by the closing price of a share on the grant date, rounded up to the next whole share. Each Mr. Xxxx Xxxxx – 3 – January 31, 2017 Chief Executive Officer Xxxxx Projects LLC dividend equivalent represents the right to receive additional RSUs in respect of the dividends that are declared and paid during the period beginning on the Grant Date and ending on the applicable Settlement Date. Except where Scotts terminates this Agreement without Cause, the RSUs and any related dividend equivalents will vest on January 31, 20192018, provided that this Agreement has not otherwise been terminated or notified for termination on that date, and provided that Contractor has fulfilled Contractor’s full service obligation to Scotts under the terms of this Agreement. In the event that Scotts terminates this Agreement without Cause, then the RSUs and the related dividend equivalents shall vest on a pro rata basis determined by dividing the number of days into the term of the Agreement as of and including the termination date divided by 365 and rounding up to the nearest whole share. The vested RSUs and related dividend equivalents, if any, will be settled as soon as administratively practical following vesting. i. With the exception of the vesting provisions described above, the award of RSUs and related dividend equivalents shall be subject to the terms of The Scotts Miracle-Gro Company Long Term Incentive Plan, effective as of January 27, 2017 (the “Plan”), and the standard terms and conditions of the applicable award agreement. In the event of any conflicts or ambiguity between this Agreement and the terms of the Plan and/or the award agreement, the Plan and/or award agreement will be controlling. 2. Scotts also will pay or reimburse Contractor for all reasonable expenses incurred by Contractor in connection with providing consulting services to Scotts as contemplated herein, including, without limitation, all reasonable (a) telephone and fax expenses, and (b) travel expenses, including, without limitation, transportation, food and lodging, incurred in connection with attending Scotts approved meetings pursuant to this consulting agreement. Contractor must incur and account for expenses in accordance with the policies and procedures established by Scotts as a precondition to Scotts’ obligation to pay or reimburse Contractor for such expenses pursuant to the terms of the preceding sentence. This includes describing expenses in reasonable detail on invoices. Scotts will provide private transportation when practical and economically reasonable. 3. Contractor agrees to provide, at its own expense, all equipment necessary to provide the consulting services contemplated herein and to be responsible for its own overhead costs and expenses except for those expenses that Scotts has expressly agreed to pay pursuant to the terms of the preceding paragraph.

Consulting Fees and Expenses. 1. In exchange for providing the consulting services hereunder, during the term of this Agreement, Scotts shall pay Contractor a consulting fee consisting of a combination of cash and restricted stock units, as follows: a. A monthly cash payment of $75,000 for each month during the term irrespective of whether Scotts requests that Contractor provides consulting services hereunder. Contractor shall be required to submit monthly invoices including days/hours worked with brief descriptions of the services provided. Scotts shall pay Contractor within 30 days of its receipt of Contractor’s invoices.. Mr. Xxxx Xxxxx – 3 – February 15, 2021 Chief Executive Officer Xxxxx Ideas b. Subject to Contractor providing consulting services required by this Agreement throughout the complete term of this Agreement, the Company will provide Contractor a A one-time grant of grant of restricted stock units (“RSUs”) with a grant date value of $400,000. The RSUs’ shall be issued in the name of Xxxx Xxxxx individually. The number of RSUs will be determined by dividing the intended grant date value by the closing price of a share on the grant date, rounded up to the next whole share. Each dividend equivalent represents the right to receive additional RSUs in respect of the dividends that are declared and paid during the period beginning on the Grant Date and ending on the applicable Settlement Date. Except where Scotts terminates this Agreement without Cause, the The RSUs and any related dividend equivalents will vest on January 31, 20192022, provided that this Agreement has not otherwise been terminated or notified for termination on that date, and provided that Contractor has fulfilled Contractor’s full service obligation to Scotts under the terms date for any reason listed in Section V.1(b)-(f) of this Agreement. In the event that Scotts terminates this Agreement without Cause, then the RSUs and the related dividend equivalents shall vest on a pro rata basis determined by dividing the number of days into the term of the Agreement as of and including the termination date divided by 365 and rounding up to the nearest whole share. The vested RSUs and related dividend equivalents, if any, will be settled as soon as administratively practical following vesting. i. With the exception of the vesting provisions described above, the award of RSUs and related dividend equivalents shall be subject to the terms of The Scotts Miracle-Gro Company Long Term Incentive Plan, effective as of January 27, 2017 (the “Plan”), and the standard terms and conditions of the applicable award agreement. In the event of any conflicts or ambiguity between this Agreement and the terms of the Plan and/or the award agreement, the Plan and/or award agreement will be controlling. 2. Scotts also will pay or reimburse Contractor for all reasonable expenses incurred by Contractor in connection with providing consulting services to Scotts as contemplated herein, including, without limitation, all reasonable (a) telephone and fax expenses, and (b) travel expenses, including, without limitation, transportation, food and lodging, incurred in connection with attending Scotts approved meetings pursuant to this consulting agreement. Contractor must incur and account for expenses in accordance with the policies and procedures established by Scotts as a precondition to Scotts’ obligation to pay or reimburse Contractor for such expenses pursuant to the terms of the preceding sentence. This includes describing expenses in reasonable detail on invoices. Scotts will provide private transportation when practical and economically reasonable. 3. Contractor agrees to provide, at its own expense, all equipment necessary to provide the consulting services contemplated herein and to be responsible for its own overhead costs and expenses except for those expenses that Scotts has expressly agreed to pay pursuant to the terms of the preceding paragraph.

Consulting Fees and Expenses. 1. In exchange for providing the consulting services hereunder, during the term of this Agreement, Scotts shall pay Contractor a consulting fee consisting of a combination of cash and restricted stock units, as follows: a. A monthly cash payment of $75,000 for each month during the term irrespective of whether Scotts requests that Contractor provides consulting services hereunderserviceshereunder. Contractor shall be required to submit monthly invoices including days/hours worked with brief descriptions of the services provided. Scotts shall pay Contractor within 30 days of its receipt of Contractor’s invoices. b. Subject to Contractor providing consulting services required by this Agreement throughout the complete term of this Agreement, the Company will provide Contractor a one-time grant of grant of restricted stock units (“RSUs”) with a grant date value of $400,000. The RSUs’ RSUs shall be issued in the name of Xxxx Xxxxx individually. The number of RSUs will be determined by dividing the intended grant date value by the closing price of a share on the grant date, rounded up to the next whole share. Each dividend equivalent represents the right to receive additional RSUs in respect of the dividends that are declared and paid during the period beginning on the Grant Date and ending on the applicable Settlement Date. Except where Scotts terminates this Agreement without Cause, the RSUs and any related dividend equivalents will vest on January 31, 20192016, provided that this Agreement has not otherwise been terminated or notified for termination on that date, and provided that Contractor has fulfilled Mr. Adam HanftChief Executive OfficerHanft Projects LLC -3- March 6, 2015 Contractor’s full service obligation to Scotts under the terms of this Agreementletter agreement at that time. In the event that Scotts terminates this Agreement without Cause, then the RSUs and the related dividend equivalents shall vest on a pro rata basis determined by dividing the number of days into the term of the Agreement as of and including the termination date divided by 365 and rounding up to the nearest whole share. The vested RSUs and related dividend equivalentsRSUs, if any, will be settled as soon as administratively practical following vestingJanuary 31, 2016. i. With the exception of the vesting provisions described above, the award of RSUs and related dividend equivalents shall be subject to the terms of The Scotts Miracle-Gro Company Long Term Incentive Plan, effective as of January 2717, 2017 2013 (the “Plan”), and the standard terms and conditions of the applicable award agreement. In the event of any conflicts or ambiguity between this Agreement and the terms of the Plan and/or the award agreement, the Plan and/or award agreement will be controlling. 2. Scotts also will pay or reimburse Contractor for all reasonable expenses incurred by Contractor in connection with providing consulting services to Scotts as contemplated herein, including, without limitation, all reasonable (a) telephone and fax expenses, and (b) travel expenses, including, without limitation, transportation, food and lodging, incurred in connection with attending Scotts approved meetings pursuant to this consulting agreement. Contractor must incur and account for expenses in accordance with the policies and procedures established by Scotts as a precondition to Scotts’ obligation to pay or reimburse Contractor for such expenses pursuant to the terms of the preceding sentence. This includes describing expenses in reasonable detail on invoices. Scotts will provide private transportation when practical and economically reasonable. 3. Contractor agrees to provide, at its own expense, all equipment necessary to provide the consulting services contemplated herein and to be responsible for its own overhead costs and expenses except for those expenses that Scotts has expressly agreed to pay pursuant to the terms of the preceding paragraph.

Consulting Fees and Expenses. 1. In exchange for providing the consulting services hereunder, during the term of this Agreement, Scotts shall pay Contractor a consulting fee consisting of a combination of cash and restricted stock units, as follows: a. A monthly cash payment of $75,000 for each month during the term irrespective of whether Scotts requests that Contractor provides consulting services hereunder. Contractor shall be required to submit monthly invoices including days/hours worked with brief descriptions of the services provided. Scotts shall pay Contractor within 30 days of its receipt of Contractor’s invoices. b. Subject to Contractor providing consulting services required by this Agreement throughout the complete term of this Agreement, the Company will provide Contractor a one-time grant of grant of restricted stock units (“RSUs”) with a grant date value of $400,000. The RSUs’ shall be issued in the name of Xxxx Xxxxx individually. The number of RSUs will be determined by dividing the intended grant date value by the closing price of a share on the grant date, rounded up to the next whole share. Each dividend equivalent represents the right to receive additional RSUs in respect of the dividends that are declared and paid during the period beginning on the Grant Date and ending on the applicable Settlement Date. Except where Scotts terminates this Agreement without Cause, the RSUs and any related dividend equivalents will vest on January 31, 20192017, provided that this Agreement has not otherwise been terminated or notified for termination on that date, and provided that Contractor has fulfilled Contractor’s full service obligation to Scotts under the terms of this Agreementletter agreement at that time. In the event that Scotts terminates this Agreement without Cause, then the RSUs and the related dividend equivalents shall vest on a pro rata basis determined by dividing the Mr. Xxxx Xxxxx – 3 – February 12, 2016 Chief Executive Officer Xxxxx Projects LLC number of days into the term of the Agreement as of and including the termination date divided by 365 and rounding up to the nearest whole share. The vested RSUs and related dividend equivalentsRSUs, if any, will be settled as soon as administratively practical following vesting. i. With the exception of the vesting provisions described above, the award of RSUs and related dividend equivalents shall be subject to the terms of The Scotts Miracle-Gro Company Long Term Incentive Plan, effective as of January 2717, 2017 2013 (the “Plan”), and the standard terms and conditions of the applicable award agreement. In the event of any conflicts or ambiguity between this Agreement and the terms of the Plan and/or the award agreement, the Plan and/or award agreement will be controlling. 2. Scotts also will pay or reimburse Contractor for all reasonable expenses incurred by Contractor in connection with providing consulting services to Scotts as contemplated herein, including, without limitation, all reasonable (a) telephone and fax expenses, and (b) travel expenses, including, without limitation, transportation, food and lodging, incurred in connection with attending Scotts approved meetings pursuant to this consulting agreement. Contractor must incur and account for expenses in accordance with the policies and procedures established by Scotts as a precondition to Scotts’ obligation to pay or reimburse Contractor for such expenses pursuant to the terms of the preceding sentence. This includes describing expenses in reasonable detail on invoices. Scotts will provide private transportation when practical and economically reasonable. 3. Contractor agrees to provide, at its own expense, all equipment necessary to provide the consulting services contemplated herein and to be responsible for its own overhead costs and expenses except for those expenses that Scotts has expressly agreed to pay pursuant to the terms of the preceding paragraph.

Consulting Fees and Expenses. 1. In exchange for providing the consulting services hereunder, during the term of this Agreement, Scotts shall pay Contractor a consulting fee consisting of a combination of cash and restricted stock units, as follows: a. A monthly cash payment of $75,000 for each month during the term irrespective of whether Scotts requests that Contractor provides consulting services hereunder. Contractor shall be required to submit monthly invoices including days/hours worked with brief descriptions of the services provided. Scotts shall pay Contractor within 30 days of its receipt of Contractor’s invoices. b. Subject to Contractor providing consulting services required by this Agreement throughout the complete term of this Agreement, the Company will provide Contractor a A one-time grant of grant of restricted stock units (“RSUs”) with a grant date value of $400,000. The RSUs’ shall be issued in the name of Xxxx Xxxxx individually. The number of RSUs will be determined by dividing the intended grant date value by the closing price of a share on the grant date, rounded up to the next whole share. Each dividend equivalent represents the right to receive additional RSUs in respect of the dividends that are declared and paid during the period beginning on the Grant Date and ending on the applicable Settlement Date. Except where Scotts terminates this Agreement without Cause, the The RSUs and any related dividend equivalents will vest on January 31, 20192021, provided that this Agreement has not otherwise been terminated or notified for termination on that date, and provided that Contractor has fulfilled Contractor’s full service obligation to Scotts under the terms date for any reason listed in Section V.1(b)-(f) of this Mr. Xxxx Xxxxx – 3 – January 15, 2020 Chief Executive Officer Xxxxx Projects LLC Agreement. In the event that Scotts terminates this Agreement without Cause, then the RSUs and the related dividend equivalents shall vest on a pro rata basis determined by dividing the number of days into the term of the Agreement as of and including the termination date divided by 365 and rounding up to the nearest whole share. The vested RSUs and related dividend equivalents, if any, will be settled as soon as administratively practical following vesting. i. With the exception of the vesting provisions described above, the award of RSUs and related dividend equivalents shall be subject to the terms of The Scotts Miracle-Gro Company Long Term Incentive Plan, effective as of January 27, 2017 (the “Plan”), and the standard terms and conditions of the applicable award agreement. In the event of any conflicts or ambiguity between this Agreement and the terms of the Plan and/or the award agreement, the Plan and/or award agreement will be controlling. 2. Scotts also will pay or reimburse Contractor for all reasonable expenses incurred by Contractor in connection with providing consulting services to Scotts as contemplated herein, including, without limitation, all reasonable (a) telephone and fax expenses, and (b) travel expenses, including, without limitation, transportation, food and lodging, incurred in connection with attending Scotts approved meetings pursuant to this consulting agreement. Contractor must incur and account for expenses in accordance with the policies and procedures established by Scotts as a precondition to Scotts’ obligation to pay or reimburse Contractor for such expenses pursuant to the terms of the preceding sentence. This includes describing expenses in reasonable detail on invoices. Scotts will provide private transportation when practical and economically reasonable. 3. Contractor agrees to provide, at its own expense, all equipment necessary to provide the consulting services contemplated herein and to be responsible for its own overhead costs and expenses except for those expenses that Scotts has expressly agreed to pay pursuant to the terms of the preceding paragraph.