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EXHIBIT 10(q)
Letter Agreement, dated June 8, 2000, between the
Registrant and Xxxxxxx X. Xxxxxx
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Xxxxx Xxxxxxx
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Senior Vice President, Human Resources Worldwide
June 5, 2000
Xx. Xxx Xxxxxx
00 Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Dear Xxx:
I am very pleased to confirm our offer of employment to you as Executive Vice
President and Chief Financial Officer of The Scotts Company from May 18, 2000
reporting to Xxxxx Xxxxxx.
BASE SALARY AND EXECUTIVE INCENTIVE PLAN
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Your initial annual base is $300,000 with a target bonus under the Executive
Plan of 50% of salary. Since our fiscal year is October through September, your
2000 bonus will be calculated on a pro-rata basis as of March 1, 2000.
STOCK OPTIONS
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As a key member of the Executive Team, your initial grant of stock options is
75,000, which will be priced at the closing "asked" price ($36.0625) on May 18,
2000, the date you officially joined the company. These stock options xxxx xxxxx
vest on May 18, 2003. You will be eligible for consideration for additional
grants as of the fall of 2000 subject to the terms of those grants.
SCOTTS MILLENNIUM GROWTH PLAN (SMGP)
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You will be eligible for grants under the SMGP as of this year. In your case,
all grants under this plan will be subject to a participation end date as of
December 31, 2002 with all payments pro-rated accordingly.
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PERSONAL FINANCIAL PLANNING
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Personal financial planning services are provided through the AYCO Corporation.
The value of the confidential service is $4,000, which will be added to your
W-2. Some or all of this value may be deducted.
CAR ALLOWANCE
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The company will provide you with a car allowance of $12,000 per year. In
accordance with IRS regulations, the value of this car allowance will be
reflected in your W-2. It is our understanding that you may deduct the part of
this value that is for business purposes.
MISCELLANOUS ITEMS
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You will be allowed to work from your home four days per month. In addition, the
company will provide the necessary equipment to outfit your Arizona home office.
DIRECTORS' FEES
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Your director fee for FY2000 will be pro-rated to reflect the time you served as
an outside director with the balance ($11,250) being deducted from your first
bonus check. Your outside director fee and stock options will be suspended for
the time you serve as an Executive Officer of the Company. When you resume your
sole duties as an outside director on January 1, 2003, we will reinstate both
your fee and stock options on a pro-rated basis.
BENEFITS PROGRAM
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You will be eligible for coverage under The Scotts Company Comprehensive Benefit
Program, which will be available the first day of the month following your date
of employment. This includes participation in our medical and dental plans, life
insurance including dependent coverage, The Scotts Company Retirement Savings
Plan, Executive Retirement Plan (participation in this program requires three
years of service), which includes a supplemental retirement program (SURP),
flexible spending account program (medical and dependent), tuition reimbursement
program, vacation, stock purchase program and short term and long term
disability benefits will be available once the required waiting periods are met.
Additional details on the SURP are being compiled and will be forwarded to you
shortly.
This offer is contingent upon a satisfactory completion of a drug screen
required by all Scotts' associates.
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Xxx, I take great pleasure in extending you this offer on behalf of The Scotts
Company. Your addition to the company will solidify our team effort to drive the
business forward. As a key player in our executive team, all of us at Scotts
will extend our resources in support of your effort. We truly look forward to
you joining the Scotts family.
Sincerely,
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
Senior Vice President,
Human Resources Worldwide
ACCEPTED:
/S/ Xxxxxxx X. Xxxxxx 6/8/00
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Xxx Xxxxxx Date
