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Exhibit 10(x)
Xxxxx Xxxxxxx
Executive Vice President,
Human Resources Worldwide
June 11, 2001
PERSONAL AND CONFIDENTIAL
X. Xxxxxx Xxxxx
[residence address]
Dear Xxx:
You have indicated that you wish to take early retirement from The
Scotts Company (hereinafter referred to as "Scotts" or the "Company"). Subject
to the terms and conditions set forth in this letter agreement (hereinafter
referred to as the "Agreement,"), Xxxxxx is willing to grant you retirement
status. The terms pursuant to which you will be granted retirement status are as
follows:
1. You will remain as a full-time Xxxxxx' associate in your
present position at your present level of salary and benefits
through September 30, 2001. On October 1, 2001, you will
retire and you will resign your positions as Executive Vice
President, General Counsel and Secretary and all other offices
and directorships you may hold with the Company or any of its
subsidiaries by executing the attached resignation letter.
2. You will be eligible for a payout under the 2001 Executive
Annual Incentive Plan. Payouts under the terms of this Plan
are expected to be made in late November 2001. You will not be
eligible for any further stock option grants.
3. As a reward for your past service to the Company, you shall
receive the sum of $535,800, payable in 12 equal monthly
installments of $44,650 each (less required tax withholding)
beginning in October 2001 through and including September
2002.
4. You will be entitled to keep the laptop computers, Palm Pilot,
Xxx Pro and cellular telephone currently in your possession.
You agree to pay all cellular phone charges incurred after
October 1, 2001.
5. Your vision plan insurance coverage will be continued through
the end of September 2001.
Phone 000-000-0000 Fax 000-000-0000 E-Mail: xxxxx.xxxxxxx@xxxxxxxx.xxx
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X. Xxxxxx Xxxxx
June 11, 2001
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6. You presently have 118,000 stock options. As a retiree, all of
these options will vest on the date of your retirement. Your
ability to exercise these options will be governed by the
terms and conditions of the Scotts' Stock Option Plan pursuant
to which they were granted.
7. You will continue to be eligible to participate in the
Retirement Savings Plan and the Executive Retirement Plan of
the Company through September 30, 2001. Your benefits pursuant
to each such Plan will be handled according to your election
under the Plan options. You should discuss the tax effect of
any decisions you make with respect to such Plans with your
legal or tax advisor.
8. Eligibility for short and long term disability benefits under
Xxxxxx group plans expires on September 30, 2001. Life
insurance coverage will continue through September 30, 2001.
Within 30 days following the expiration of your life insurance
coverage, you have the right to convert all or part of your
group life insurance.
Except as set forth in this letter, all other benefits to which you
were entitled as a full-time Xxxxxx' associate cease as of October 1, 2001.
You are reminded of the terms of the Key Management Xxxxx Associate
Agreement, a copy of which is attached.
This Agreement is personal and not assignable by you. In the event of
your death prior to October 1, 2001, this Agreement shall terminate as of the
last day of the month during which your death occurred. In such an event, your
designated beneficiary (or if none is designated, your estate) will be paid (i)
all pay and benefits due up through the month of your death, and (ii) the pay,
awards and benefits due as provided for in this Agreement. If your death occurs
while you are still in an employee status, your widow would be entitled to the
benefits applicable to widows under the benefit plans in which you are
participating at the time of your death.
Xxxxxx is proposing to provide you with the opportunity to receive this
retirement package on an exception basis and in return for your signature of the
legal release contained in this Agreement. By executing this Agreement, you
acknowledge and agree that the payments to be made to you and the other awards
and benefits extended to you exceed the normal policies and practices of the
Company and that you have received full and fair consideration for signing this
Agreement. You also acknowledge and agree that the payments, awards and benefits
provided for herein are in lieu of those provided for in the "Termination"
provisions of your Employment Letter dated April 10, 1997.
If you determine to accept this package, you should sign this Agreement
as discussed below. By signing, you agree, except for the obligations set forth
in this Agreement, that all of Xxxxxx' other obligations and any claims you may
have, whether now known or unknown to you against Scotts, its affiliated
corporations and directors or employees thereof ("Releasees") are released. In
consideration of the awards and benefits provided to you herein, you agree not
to
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X. Xxxxxx Xxxxx
June 11, 2001
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sue Releasees under any or all causes of action and agree not to file any
complaint or other action with any governmental agency, including claims of Age
Discrimination in employment under the Federal Age Discrimination in Employment
Act and the Older Workers Benefit Protection Act. Except as specifically stated
herein and except as provided in the Scotts' Retirement Savings Plan and the
Scotts' Executive Retirement Plan, you agree that you have no claim for and will
not be entitled to any other benefits, bonus, compensation, perquisites, sick
pay allowance or any kind of other remuneration arising out of your employment.
You agree to keep the terms of this Agreement confidential and not to
disclose any information concerning these matters to anyone (excluding your
spouse and any attorney you may retain), including but not limited to past,
present or future employees of Xxxxxx or its affiliates. You agree to indemnify
Releasees from any loss, costs or attorneys' fees arising from any breach by you
of this Agreement.
You will have until July 2, 2001 to consider this offer. If you accept,
you will have seven (7) calendar days from the date of acceptance to revoke this
Agreement.
This Agreement contains the release of important legal rights. You
should consult with an attorney before executing it.
This Agreement will be construed in accordance with the substantive
laws of the State of Ohio. The rights and duties of the parties shall not be
assignable. The Agreement may not be amended except in writing signed by the
party against whom an obligation is to be enforced. You acknowledge that no
representations, other than those contained herein, have been made as an
inducement for you to accept the terms of this Agreement.
Intending to be legally bound hereby, we have executed this Agreement
this 11th day of June, 2001.
THE SCOTTS COMPANY
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Executive Vice President
ACCEPTANCE:
/s/ X. Xxxxxx Xxxxx
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X. Xxxxxx Xxxxx
Attachments
