EXHIBIT 10(p)
Letter Agreement, dated January 18, 1996, between
The Scotts Company and Xxxx X. Xxxxxx, and
amendment dated September 16, 1996
January 18, 1996
Xxxx Xxxxxx
00000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
As you have indicated your desire to retire from The Scotts Company
("Scotts"), this letter states the terms and conditions of your retirement on
which we have mutually agreed.
You will cease active employment with the Company as of September
30, 1996. Thereafter and until your retirement date, July 1, 1998, you will
be paid in the following manner. From October 1996 through December 1996,
you will continue to receive your base salary which was in effect on
September 30, 1996; and from January 1997 through June 1998, on a monthly
basis, at the rate calculated by dividing 12 months' base salary in effect on
September 30, 1996 by 18. In addition, your 400 unused leave hours will also
be paid out to you with no additional accrual after September 30, 1996.
You will be eligible for consideration under the 1996 Executive
Annual incentive Plan for payout, if any. Payouts under the terms of this
plan are normally made in December.
The AYCO program will be available to you through December 31,
1996. This program or its cash value will also be available for calendar
year 1997.
Assuming you retire as of July 1, 1998, all stock options will vest
on that date and you will have the shorter of the normal term of the options
or five years to exercise.
Your car allowance will be paid monthly through September 30, 1996.
You are entitled to outplacement or a payment of $10,000 in lieu
thereof.
Xxxx Xxxxxx
September 16, 1996
Page 2
Your medical and dental insurance coverage as you elected under
the terms of the plans available will be continued while you are being paid
on the Scotts payroll. You are reminded that in order to be eligible for
retiree medical coverage, you must do so at the aforementioned retirement
date of July 1, 1998 or you will lose access to this benefit.
Your eligibility for short and long term disability benefits under
current Scotts group plans expires on your last day worked. Life insurance
coverage will continue through September 30, 1996. 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.
This agreement anticipates that you may be asked to perform a
limited amount of consulting work for Scotts after September 30, 1996 and
during the term of this agreement. The Company does not anticipate this to
be more than 15 days during the term of this agreement. The retainer for
this has been included in your salary continuation as previously provided in
this agreement. Any additional services and fees paid will be mutually
determined at a subsequent time and included in your W-2 earnings under this
Agreement. As the fees are included, they are eligible for consideration
under the terms and conditions of the qualified plans of the company.
As long as you continue to receive monthly payments, you will
continue to be eligible to participate in the qualified plans of The Scotts
Company. At the time that you leave the payroll of the Company, your pension
benefit will be handled in accordance with plan provisions. Your Profit
Sharing and 401(k) Plan benefits will be handled according to your election
under the plan options. As always, you should discuss the tax effect of
these decisions with your advisors.
You are reminded of the terms of the Scotts Associate Agreement, a
copy of which is attached.
You will resign as an officer of The Scotts Company effective
September 30, 1996. Any actions which you undertook while an officer of the
Company which were consistent with Company policy will continue to be covered
after that date by the directors and officers insurance policy which the
Company maintains.
You agree, except for the obligations set forth in this agreement,
that all of the employer's other obligations and any claims by you against
Scotts or affiliated corporations or employees thereof are released by your
acceptance of this agreement including claims of Age Discrimination in
employment under the Federal Age Discrimination in Employment Act and the
Older Workers Benefit Protection Age.
Xxxx Xxxxxx
September 16, 1996
Page 3
Except as specifically stated herein and except as provided in the Scotts
Pension Plan, 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 or the termination of
employment.
You will have until February 9, 1996 to consider this offer. If
you accept, you will have seven (7) calendar days from 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
law 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. No representations,
other than those contained herein, have been made as an inducement.
Intending to be legally bound hereby, we have executed this
Agreement this 18th day of January, 1996.
THE SCOTTS COMPANY
BY: /s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
Vice President, Human Resources
/s/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx
September 16, 1996
Xxxx Xxxxxx
00000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000
RE: AMENDMENT TO LETTER DATED JANUARY 18, 1996
Dear Xxxx:
This letter is to amend the letter agreement between you and The
Scotts Company ("Scotts") dated January 18, 1996 (the "Letter Agreement").
We have agreed to amend the terms of the Letter Agreement as follows:
- Your new date to cease active employment with Scotts will be December
31, 1996;
- After December 31, 1996 and until your retirement date, July 1, 1998,
you will be paid in the following manner. From January 1, 1997
through June 30, 1998, on a monthly basis, at the rate calculated
by dividing 15 months' base salary in effect on December 31, 1996 by 18;
- You will continue to accrue leave hours on a normal basis until
December 31, 1996, and after that date, any unused hours will be paid
out to you. You may take reasonable leave between now and December 31
as long as you are able to adequately perform your essential job
responsibilities;
- You will be eligible for consideration under the 1996 and 1997 Executive
Annual Incentive Plans for payout, if any;
- Your car allowance will be paid monthly through December 31, 1996;
Xxxx Xxxxxx
September 16, 1996
Page 2
- Your life insurance coverage and all other benefits which you are
currently covered under will continue through December 31, 1996,
except for dental and medical coverage to retirement and at
retirement if selected, and
- You will resign as an officer of The Scotts Company effective December
31, 1996.
- You will have until September 30, 1996 to accept this offer. If you
accept, you will have seven calendar days from acceptance to revoke.
If you accept, you agree to release Scotts from any claims or
obligations (other than those set forth in the Letter Agreement and
this amendment), including claims of age discrimination in employment
under the Federal Age Discrimination in Employment Act and the Older
Workers Benefit Protection Act. You should consult your attorney
before signing this document.
- Intending to be legally bound, we have hereby executed this agreement
on this 30th day of September, 1996.
THE SCOTTS COMPANY
BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Chairman, CEO and President
/s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
