EXHIBIT 10.1
THE SCOTTS MIRACLE-GRO
COMPANY
AMENDED AND
RESTATED
2006 LONG-TERM INCENTIVE
PLAN
DEFERRED STOCK UNIT AWARD
AGREEMENT
FOR NONEMPLOYEE
DIRECTORS
(WITH RELATED DIVIDEND
EQUIVALENTS)
DEFERRED STOCK UNITS GRANTED
TO
[Director’s Name] ON [Grant
Date]
The Scotts
Miracle-Gro Company (“Company”) believes that its
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 The Scotts Miracle-Gro Company
Amended and Restated 2006 Long-Term Incentive Plan
(“Plan”) through which members of its Board of
Directors, like you, may acquire (or share in the appreciation of)
common shares, without par value, of the Company
(“Shares”). Capitalized terms that are not
defined in this Award Agreement have the same meanings as in the
Plan.
This Award
Agreement describes the type of Award that you have been granted
and the terms and conditions of your Award. To ensure
you fully understand these terms and conditions, you
should:
- Read the
Plan and this Award Agreement carefully; and
- Contact
[Title] at [Telephone Number] if you have any questions about your
Award. Or, you may send a written inquiry to the address
shown below:
The Scotts Miracle-Gro Company
Also, no later
than [Date 30 Days After Grant Date], you must return a signed copy
of this Award Agreement to:
[Third Party
Administrator]
Attention: [TPA Contact’s
Name]
The Company
intends that this Award satisfy the requirements of Section 409A of
the Code and that this Award Agreement be so administered and
construed. You agree that the Company may modify this
Award Agreement, without any further consideration, to fulfill this
intent, even if those modifications change the terms of your Award
and reduce its value or potential value.
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DESCRIPTION
OF YOUR DEFERRED STOCK UNITS
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You have been
granted [insert Number] of deferred stock units
(“DSUs”) and an equal number of related dividend
equivalents, subject to the terms and conditions of the Plan and
this Award Agreement. The “Grant Date” of
your Award is [insert Grant Date]. Each whole DSU
represents the right to receive one full Share at the time and in
the manner described in this Award Agreement. Each
dividend equivalent represents the right to receive additional DSUs
(determined in accordance with Section 3(e)) in respect of the
dividends that are declared and paid during the period beginning on
the Grant Date and ending on the Settlement Date (as described in
Section 2(b)) with respect to the Share represented by the related
DSU.
(a)
Vesting . Subject to Sections 3(a) and 3(b), your
DSUs will become 100% vested on [insert third
anniversary of the Grant Date] (“Vesting Date”),
including any DSUs received pursuant to Section 3(e) on or prior to
the Vesting Date. Any DSUs received pursuant to Section
3(e) following the Vesting Date will be 100% vested on the date
they are credited to you.
(b)
Settlement . Subject to the terms of the Plan,
your vested DSUs shall be settled in a lump sum as soon as
administratively practicable, but no later than 90 days, following
the earliest to occur of: (i) your Termination; (ii) your
death; (iii) the date you become Disabled (as defined below);
or (iv) the fifth anniversary of the Grant Date (the
“Settlement Date”). Your whole DSUs shall be
settled in full Shares, and any fractional DSU shall be settled in
cash, determined based upon the Fair Market Value of a Share on the
Settlement Date. For purposes of this Award Agreement,
“Disabled” means that you have been determined to be
totally disabled by the Social Security Administration.
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GENERAL
TERMS AND CONDITIONS
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(a)
YOU MAY FORFEIT YOUR DSUs IF YOU TERMINATE.
Except as otherwise provided in this Section 3(a) and
Section 3(b), you will forfeit your DSUs if you Terminate prior to
the Vesting Date:
(i) If
you Terminate for Cause (as defined below) prior to the Vesting
Date, your DSUs will be forfeited immediately. For
purposes of this Award Agreement, “Cause” means your
conviction of, or plea of guilty or nolo contendere to, a
felony.
(ii) [
Insert for Directors in first term as of Grant Date: If you
(A) Terminate (other
