0000950152-06-006818 Sample Contracts

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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SCOTTS MIRACLE-GRO COMPANY 2006 LONG-TERM INCENTIVE PLAN AWARD AGREEMENT FOR THIRD PARTY SERVICE PROVIDERS [FORM OF...
Award Agreement • August 10th, 2006 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio

The Scotts Miracle-Gro Company (“Company”) and its shareholders believe that their 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 and its shareholders approved The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan (“Plan”) through which key service providers, like you, may acquire (or share in the appreciation of) common shares of the Company.

Logo] EMPLOYEE CONFIDENTIALITY, NONCOMPETITION, NONSOLICITATION AGREEMENT
Employee Confidentiality, Noncompetition, Nonsolicitation Agreement • August 10th, 2006 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio

This Employee Confidentiality, Noncompetition, Nonsolicitation Agreement (“Agreement”), is by and between The Scotts Company LLC, and all companies controlled by, controlling or under common control with the Scotts Company LLC (collectively, the “Company”), and the person designated on the signature page hereof as “Employee.” This Agreement is effective as of the date signed by Employee below (the “Effective Date”).

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