THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS)Restricted Stock Unit Award Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio
To accept this Award Agreement, you must provide your acknowledgement and acceptance of the terms contained herein by completing the on-line grant agreement process facilitated by Merrill Lynch (the “Third Party Administrator”) no later than [Acceptance Date].
THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (Effective January 27, 2017) DEFERRED STOCK UNIT AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) DEFERRED STOCK UNITS GRANTED TO [director’s name] ON JANUARY [ ], 2017Deferred Stock Unit Award Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio
THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents)Restricted Stock Unit Award Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio
THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (Effective January 27, 2017) NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES NONQUALIFIED STOCK OPTION GRANTED TO [Grantee’s Name] ON [Grant Date]Nonqualified Stock Option Award Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio
THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (Effective January 27, 2017) RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) RESTRICTED STOCK UNITS GRANTED TO [Grantee’s Name] ON [Grant Date]Restricted Stock Unit Award Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio
Deferral of 2022 Cash Retainer THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN DEFERRED STOCK UNIT AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) DEFERRED STOCK UNITS CREDITED TO [Director’s Name]Deferred Stock Unit Award Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio
This Award Agreement describes the deferred stock units (“DSUs”) which you will be credited with upon conversion of quarterly installments of the annual cash retainer payable to you by the Company and the terms and conditions of your DSUs.
THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEESNonqualified Stock Option Award Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • Ohio
AMENDMENT NO. 2 Dated as of July 31, 2023 To SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 8, 2022Credit Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of July 31, 2023 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), The Scotts Company LLC, an Ohio limited liability company (“Scotts”), Scotts Canada Ltd., a company organized under the laws of Canada (“Scotts Canada”), the Subsidiary Borrowers listed on the signature pages hereto (together with the Company, Scotts, and Scotts Canada, each a “Borrower” and, collectively, the “Borrowers”), the other Loan Parties listed on the signature pages hereto, the Lenders listed on the signature pages hereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under that certain Sixth Amended and Restated Credit Agreement dated as of April 8, 2022 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Existing Credit Agreement”). Capitalized terms used
AMENDMENT NO. 1 Dated as of July 31, 2023 To SIXTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 8, 2022Guarantee and Collateral Agreement • November 22nd, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
THIS SIXTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 8, 2022 made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation (the “Company”), the Subsidiary Borrowers, (as defined in the Credit Agreement) from time to time parties to the Credit Agreement, the Co-Syndication Agents and the Co-Documentation Agents named therein and the Administrative Agent.
