EXHIBIT 10(g)
AMENDMENT TO
THE SCOTTS MIRACLE-GRO COMPANY
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
AWARD AGREEMENT FOR NONDIRECTORS
On October 12, 2005, Xxxxxx X. Xxxxxxxxx (the "Executive") received a grant of
restricted stock. This grant was evidenced by an Award Agreement issued by The
Scotts Miracle-Gro Company (the "Company") and by an acknowledgement executed by
the Executive.
The Executive and the Company have entered into an Employment Agreement and
Covenant Not To Compete as of October 1, 2004 (hereinafter, including any
successor to, or renewal of, such agreement, called the "Employment Agreement").
Pursuant to Paragraph 3(k) of the Employment Agreement, the Award Agreement of
October 12, 2005 is hereby amended.
1. Section 1.00 [1][a] is hereby amended in the entirety, to read as follows:
"If your employment is terminated by the Company for "Cause" or you resign other
than due to "Constructive Termination", in each case as such terms are defined
in the Employment Agreement and Covenant Not To Compete between you and the
Company that is effective October 1, 2004 (or in any successor to, or renewal
of, such agreement) (the "Employment Agreement"), the Award may expire earlier
than its Expiration Date as provided in the Plan based on those events; or"
2. Section 2.00 of the Award Agreement is hereby amended in the entirety, to
read as follows:
"2.00 CANCELLATION OF AWARDS BY COMPANY. Except as otherwise specifically
provided in this Award Agreement, your Award shall be noncancellable, unless you
consent in writing."
3. Section 3.00 is hereby amended in the entirety, to read as follows:
"3.00 AMENDMENT/TERMINATION. We may amend or terminate the Plan at any time, but
we may not cancel or terminate your Award without your written consent, except
as otherwise specifically provided in this Award Agreement. Your Award shall
vest, become exercisable, or mature, as applicable, in the event of your
termination of employment by the Company for any reason other than for "Cause",
or in the event you resign following "Constructive Termination," in each case as
such terms are defined in the Employment Agreement."
4. Except as amended hereby, the Award Agreement shall remain in full force and
effect.
5. This Amendment dated February 9th, 2006 shall be effective October 12, 2005.
OPTIONEE/GRANTEE THE SCOTTS MIRACLE-GRO COMPANY
/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxx BY /s/ Xxxxxx X. Xxxxx
---------------------------
ITS EVP, Global HR
--------------------------
(date signed) 2/9/06 (date signed) 02/07/06
---------------------- ----------------
