EXHIBIT 10(e)
THE SCOTTS MIRACLE-GRO COMPANY
2003 STOCK OPTION AND INCENTIVE EQUITY PLAN
AWARD AGREEMENT FOR NONDIRECTORS
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 2003 Stock
Option and Equity Incentive Plan ("Plan") through which key employees, like you,
may acquire (or share in the appreciation of) shares of the Company's common
stock.
We cannot guarantee that the value of your Award (or the value of the stock you
acquire through an Award) will increase. This is because the value of the
Company's stock is affected by many factors. However, the Company believes that
your efforts contribute to the value of the Company's stock and that the Plan
(and the Awards made through the Plan) is an appropriate means of sharing with
you the value of your contribution to the Company's business success.
This Agreement describes the type of Award that you have been granted and the
conditions that must be met before you may receive the value associated with
your Award. To ensure you fully understand these terms and conditions, you
should:
- Carefully read this Award Agreement and the attached copies of the
Plan and Prospectus; and
- Call us at (000) 000-0000 if you have any questions about your
Award. Or, you may send a written inquiry to:
The Scotts Miracle-Gro Company
Attn: Xxxxxx X. Xxxxxx
Vice President, Global Total Rewards
00000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
DESCRIPTION OF YOUR RESTRICTED STOCK
YOU HAVE BEEN AWARDED 3,200 SHARES OF RESTRICTED STOCK, which will mature into
an equal number of shares of Company stock if you are actively employed on
October 12, 2008 ("Vesting Date") and have met all other Plan conditions.
YOUR RIGHTS IN RESTRICTED STOCK BEFORE THE EXPIRATION DATE
Until all restrictions and conditions have been met, your Restricted Stock
certificates will be held in escrow. Also, the Company will defer distribution
of any dividends that are declared on your Restricted Stock until the Expiration
Date. These dividends will be distributed as of the Expiration Date if all the
restrictions and conditions are met or will be forfeited if these restrictions
and conditions have not been met.
However, you may vote your Restricted Shares before all the terms and conditions
described in this Agreement are met. This is the case even though your
Restricted Stock will not be distributed to you until the Expiration Date.
TAX TREATMENT OF YOUR RESTRICTED STOCK
This brief discussion of the federal tax rules that affect your Restricted Stock
is provided as general information (not as personal tax advice) and is based on
the Company's understanding of federal tax laws and regulations in effect as of
the date of this Agreement.
You should consult with a tax or financial adviser to ensure you fully
understand the tax ramifications of your Award.
You are not required to pay income taxes on your Restricted Stock at this time.
However, you will be required to pay income taxes (at ordinary income tax rates)
when (and if) applicable restrictions and conditions are met. The amount of
ordinary income you will recognize is the value of your Restricted Stock when
the terms and conditions described in this Agreement lapse. Any subsequent
appreciation of the shares will be taxed at capital gains rates when you sell
the shares. If applicable restrictions and conditions are not met before the
Expiration Date, your Restricted Stock will expire and no taxes will be due.
You may increase the portion of your Award's value that is subject to capital
gains tax rates by making a special election [known as a Code Section 83(b)
election] within 30 days of the date of this Agreement. However, there are
important tax and investment issues that you must consider before making a Code
Section 83(b) election. These should be discussed with your personal tax and
investment adviser.
GENERAL TERMS AND CONDITIONS
THESE TERMS AND CONDITIONS APPLY TO ALL AWARDS ISSUED UNDER THIS AWARD
AGREEMENT. THIS IS MERELY A SUMMARY OF THESE IMPORTANT TERMS AND CONDITIONS; YOU
ARE URGED TO READ THE ENTIRE PLAN AND PROSPECTUS (COPIES OF WHICH ARE ATTACHED),
ALL OF THE TERMS OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS AWARD
AGREEMENT.
1.00 LOSS OF AN AWARD. There are ways in which you may forfeit an Award.
[1] IF YOU TERMINATE EMPLOYMENT . . .
Normally, your Awards will expire on the date specified earlier in this
Agreement. However, these Awards may expire earlier than their Expiration Date
if you terminate employment (as defined in the Plan).
[a] If your employment is terminated by the Company for cause (as
defined in the Plan), the Awards will expire on the date your employment
ends; or
[b] If you terminate employment because you [I] die or [II] become
disabled (as defined in the Plan), the Awards will expire no later than 60
months after you terminate (12 months in the case of any ISOs); or
[c] If you terminate after reaching either [I] age 55 and completing at
least 10 years of employment or [II] age 62 regardless of your years of
service, the Awards will expire no later than 60 months after you
terminate (three months in the case of ISOs); or
[d] If you terminate employment for any other reason, your Awards will
expire no later than 90 days after you terminate.
Note, it is your responsibility to keep track of when your Awards expire.
[2] IF YOU ENGAGE IN CONDUCT THAT IS HARMFUL TO THE COMPANY (OR SUBSIDIARY)...
You also will forfeit any outstanding Awards and must return to the Company all
shares and other amounts you have received through the Plan if, without our
consent, you do any of the following within 180 days before and 730 days after
terminating employment with the Company:
[a] You serve (or agree to serve) as an officer, director, consultant or
employee of any proprietorship, partnership or corporation or become the
owner of a business or a member of a partnership that competes with any
portion of the Company's (or a Subsidiary's) business with which you have
been involved anytime within five years before termination of employment
or render any service (including, advertising business consulting) to
entities that compete with any portion of the Company's (or a
Subsidiary's) business with which you have been involved anytime within
five years before termination of employment;
[b] You refuse or fail to consult with, supply information to or
otherwise cooperate with the Company after having been requested to do so;
[c] You deliberately engage in any action that we conclude has caused
substantial harm to the interests of the Company or any Subsidiary;
[d] On your own behalf or on behalf of any other person, partnership,
association, corporation or other entity, solicit or in any manner
attempt to influence or induce any employee of the Company or a Subsidiary
to leave the Company's or Subsidiary's employment or use or disclose to
any person, partnership, association, corporation or other entity any
information obtained while an employee of the Company or any Subsidiary
concerning the names and addresses of the Company's and any Subsidiary's
employees;
[e] You disclose confidential and proprietary information relating to the
Company's and its Subsidiaries' business affairs ("Trade Secrets"),
including technical information, product information and formulae,
processes, business and marketing plans, strategies, customer information
and other information concerning the Company's and Subsidiaries' products,
promotions, development, financing, expansion plans, business policies and
practices, salaries and benefits and other forms of information considered
by the Company to be proprietary and confidential and in the nature of
Trade Secrets;
[f] You fail to return all property (other than personal property),
including keys, notes, memoranda, writings, lists, files, reports,
customer lists, correspondence, tapes, disks, cards, surveys, maps, logs,
machines, technical data, formulae or any other tangible property or
document and any and all copies, duplicates or reproductions that you have
produced or received or have otherwise been submitted to you in the course
of your employment with the Company or any Subsidiary; or
[g] You engaged in conduct that the Committee reasonably concludes would
have given rise to a termination for cause (as defined in the Plan) had it
been discovered before you terminated.
2.00 BUY OUT/CANCELLATION OF AWARDS BY COMPANY. We may decide at any time to
buy out your Award. This may happen without your consent and at any time. If we
decide to buy out your Awards, we will pay you the difference between the value
of Awards that are exercisable (or vested) at that time and that are being
bought out and the Exercise Price associated with that Award. However, no
payment will be made for any cancelled Awards that are not vested (and not
exercisable) on the cancellation date.
3.00 AMENDMENT/TERMINATION. We may amend or terminate the Plan at any time.
# # #
You must sign this Agreement; if you do not, your Award will be cancelled. By
signing this Agreement you acknowledge that this Award is granted under and is
subject to the terms and conditions described in this Agreement and in the Plan.
OPTIONEE/GRANTEE THE SCOTTS MIRACLE-GRO COMPANY
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxxx
(date signed) 11/17/05 (date signed) Nov 10
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DATE OF THIS AGREEMENT: October 12, 2005
