SIXTH AMENDMENT
TO
THE SCOTTS COMPANY LLC
EXECUTIVE RETIREMENT PLAN
WHEREAS ,
The Scotts Company LLC (the “Company”) sponsors the
Scotts Company LLC Executive Retirement Plan (the
“Plan”); and
WHEREAS ,
the Company desires to amend the Plan to create a retention award
account pursuant to which the Company can grant retention awards to
Plan participants; and
WHEREAS ,
this Committee has been authorized to administer the Plan and to
amend, modify or terminate the Plan.
NOW
THEREFORE , effective as of October 8, 2008, the Plan is
amended as follows:
FIRST : The second sentence of the definition of the
term “Account” contained in Section II of the Plan
is amended to read as follows:
A
Participant’s Account shall consist, as applicable, of a
Deferred Executive Incentive Pay Account, a Deferred Compensation
Account, a Matching Account, a Retirement Account, a Transitional
Contributions Account and a Retention Award Account.
SECOND : Section II of the Plan is amended by
adding the following definition in its appropriate alphabetical
location:
“Retention Award” means an award
allocable to a Participant’s Retention Award Account in
accordance with Section IV.D.(6). The designation of the
Participants who receive a Retention Award and the amount of each
Retention Award shall be determined by the Employer in its sole
discretion. Each Retention Award shall be evidenced by a written
agreement between the Employer and the Participant. The written
agreement shall set forth the terms and conditions governing the
Retention Award and shall be consistent with the applicable terms
of the Plan.
THIRD : The second sentence of Section IV.A. of
the Plan is amended to read as follows:
A
Participant’s Account shall consist of a Deferred Executive
Incentive Pay Account, a Deferred Compensation Account, a Matching
Account, a Retirement Account, a Transitional Contributions Account
and a Retention Award Account.
FOURTH : The following new paragraph (6) is added
at the end of Section IV.D. of the Plan:
(6)
Retention Awards. The Employer shall allocate an amount
equal to the Participant’s Retention Award, if any, to the
Participant’s Retention Award Account.
FIFTH : The first and second sentences of
Section V.A. of the Plan are
