SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

     This Separation Agreement and General Release (“Agreement”) is entered into by and between The Scotts Miracle-Gro Company (“Company”) and David Aronowitz (“Executive”).

WHEREAS, the Executive has served as Executive Vice President, General Counsel and Secretary and in other roles for the Company.

WHEREAS, the Executive intends to resign his employment with the Company.

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

     1. Resignation of Employment. Effective July 17, 2007 (“Effective Date of Termination”) the Executive hereby resigns his employment with the Company and resigns all other positions he holds with or for the Company, its subsidiaries and related parties, including but not limited to any position as an officer, director, member, trustee or any similar position. The Executive will thereafter receive the following:

     (a) The Company will pay to the Executive a monthly amount on the first payroll date of each month, in an amount equal to the Executive’s cost of health care coverage, if, after receiving a COBRA notification from the Company, Executive elects the Company’s group health continuation coverage under COBRA pursuant to section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”). These payments will commence on the Company’s first payroll date following termination of his active employee coverage and will continue until the first to occur of (1) eighteen (18) months after the Effective Date of Termination, (2) the date upon which the Executive becomes covered under another employer health care plan, or (3) the date on which the Executive ceases to be covered by the Company’s group health continuation coverage under COBRA. The Executive will be solely responsible for electing COBRA coverage within the required time period.

     (b) The Company shall pay the Executive within thirty (30) days of the Effective Date of Termination the amount of $850,000 (prior to withholding of applicable taxes), which represents the negotiated value of the Executive’s unvested options as offset by certain other amounts. All other unvested options, restricted stock, stock appreciation rights or other rights held by the Executive as of the Effective Date of Termination under the Company’s 2006 Long-Term Incentive Plan or under any other equity or long-term incentive plan of the Company (a “Company Incentive Plan”) shall be forfeited, and the Executive shall have no further interest therein. Any vested options held by the Executive, shall be governed by the relevant Company Incentive Plan and grant instrument. Within thirty (30) days of the Effective Date of Termination, the Company shall provide to the Executive an accurate summary of each of the Executive’s vested options under any Company Incentive Plan as of the Effective Date of Termination.

     (c) The Company will pay to the Executive any accrued but unpaid Base Salary, vacation and automobile allowance as of the Effective Date of Termination and the Company will reimburse the Executive for all incurred but unpaid business expenses as of the Effective Date of Termination under the Company’s expense reimbursement policy.

     (d) The Executive shall not be entitled to any severance or other payments under any severance, separation, bonus or other similar benefit plan maintained by the Company (“Company Severance or Bonus Plans”).

     2. Confidentiality, Noncompetition and Nonsolicitation. This Agreement shall not supersede or nullify in any way the Employee Confidentiality, Noncompetition, Nonsolicitation Agreement executed by the Executive on May 11, 2006. The Employee Confidentiality, Noncompetition, Nonsolicitation Agreement shall remain in full force and effect, and any requirements of such agreement shall be incorporated by reference into this Agreement.

     3. Release. The Executive voluntarily and knowingly releases and discharges the Company, its past, present and future parents, affiliates and subsidiaries, and its and their past, present and future directors, officers, employees, agents, shareholders and representatives (“Releasees”), from any and all claims, debts, suits or causes of action, known or unknown, based upon any fact, circumstance, or event occurring or existing at or prior to the Executive’s execution of this Agreement. This Release specifically includes, but is not limited to, any claims or actions arising out of or during the Executive’s employment with the Company or the termination of that employment, including any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Ohio Civil Rights Act, and any and all other federal, state or local laws, and any common law claims now or hereafter recognized, as well as all claims for counsel fees and costs. This Release is not intended to apply to rights or claims under the Age Discrimination in Employment Act or to rights or c