THE SCOTTS MIRACLE-GRO COMPANY AMENDED AND RESTATED 2006 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES RESTRICTED STOCK GRANTED TO [Grantee’s Name] ON [Grant Date]
Exhibit 10(c)(1)
Form — France
RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES
RESTRICTED STOCK GRANTED
TO [▇▇▇▇▇▇▇’s Name] ON [Grant Date]
TO [▇▇▇▇▇▇▇’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 key employees, 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, this Award Agreement, and the Plan Prospectus, as supplemented, 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:
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]
[TPA Contact’s Address]
Attention: [TPA Contact’s Name]
[TPA Contact’s Address]
[TPA Telephone Number]
Scotts RS Agreement — France
1. DESCRIPTION OF YOUR RESTRICTED STOCK
You have been granted [Number of Common Shares] Shares of Restricted Stock, subject to the terms
and conditions of the Plan and this Award Agreement. Until the Period of Restriction (as described
below) lapses, your Restricted Stock will be subject to a risk of forfeiture and you may not sell
or transfer your Shares of Restricted Stock. Your Restricted Stock will be held in escrow until it
is distributed or forfeited, as described below.
2. PERIOD OF RESTRICTION
Subject to the terms of the Plan and this Award Agreement (including Section 3), the restrictions
imposed on your Restricted Stock normally will lapse if you are actively employed by the Company or
any Subsidiary or Affiliate on [Vesting Date] (the “Vesting Date”). If all applicable terms and
conditions have been satisfied, your Restricted Stock will be released from escrow and distributed
to you as soon as administratively practicable, but no later than 60 days, after the Vesting Date.
3. GENERAL TERMS AND CONDITIONS
(a) YOU WILL FORFEIT YOUR RESTRICTED STOCK IF YOU TERMINATE. Normally, your Restricted Stock
will be settled on the Vesting Date. However, the Shares of Restricted Stock will be forfeited if
you Terminate for any reason before the Vesting Date. For purposes of this Award Agreement,
“Terminate” (or any form thereof) means the date of notification of the cessation of the
employee-employer relationship between you and the Company and all Affiliates and Subsidiaries for
any reason.
(b) CHANGE IN CONTROL. Normally, your Restricted Stock will vest only under the circumstances
described in Section 2. However, if there is a Change in Control, your Restricted Stock may vest
earlier. You should read the Plan carefully to ensure that you understand how this may happen.
(c) NO RIGHT TO EMPLOYMENT. Your Restricted Stock award is a voluntary, discretionary bonus
being made on a one-time basis and it does not constitute a commitment to make any future awards.
This Award and any payments made hereunder will not be considered salary or other compensation for
purposes of any severance pay or similar allowance, except as otherwise required by law. Nothing
in this Award Agreement will give you any right to continue employment with the Company or any
Subsidiary or Affiliate, as the case may be, or interfere in any way with the right of the Company
or a Subsidiary or an Affiliate to terminate your employment.
(d) DATA PRIVACY. Information about you and your participation in the Plan, including, but
not limited to, your name, home address and telephone number, date of birth, social insurance
number, salary, nationality, job title, any shares of stock or directorships held in the Company,
details of your Restricted Stock Award or other entitlement to shares of stock awarded, cancelled,
exercised, vested, unvested or outstanding in your favor, may be collected, recorded, held, used
and disclosed for any purpose related to the administration and management of the Plan and in order
to satisfy legal and regulatory requirements. You understand that the
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Company will keep your personal data in accordance with the rules set forth by Law No. 78-17, dated
January 6, 1978, related to “software, files and liberties” (the “Law”). The Company will also
take reasonable measures in order to protect your personal data and to observe the requirements set
forth by the Commission Nationale de l’Informatique et des Libertés. Pursuant to the Law,
you have the right to access, correct and request deletion of any of your personal data that is
inaccurate, incomplete, ambiguous, obsolete or whose collection, use, communication or conservation
is prohibited. You also understand that the Company and its Subsidiaries or Affiliates may
transfer such information to any third party administrators, regardless of whether such persons are
located within your country of residence, the European Economic Area or in countries outside of the
European Economic Area, including the United States of America, where the rules protecting such
data are less stringent than those applicable within the European Economic Area. You expressly
consent and agree to the collection, holding, use, disclosure, transfer in electronic or other
form, and processing of information relating to you and your participation in the Plan.
French translation:
(d) PROTECTION DES DONNES PERSONNELLES. Les informations vous concernant ainsi que votre
participation dans le Plan, y compris mais non limitativement, votre nom, votre adresse personnelle
et numéro de téléphone, date de naissance, numéro de sécurité sociale, salaire, nationalité,
intitulé de poste, toutes participations ou tous mandats détenus dans la Société, les
renseignements sur le NSO ou sur tout autre droit à des participations octroyées, annulées,
exercées, disponibles ou non disponbiles ou en circulation en votre faveur, peuvent être
rassemblées, enregistrées, détenues, utilisées et divulguées pour toute raison liée à
l’administration et la gestion du Plan et afin de satisfaire aux exigences légales et
réglementaires. Vous comprenez que la Société conservera vos données personnelles conformément aux
règles posées par la Loi No. 78-17 du 7 janvier 1978 relative à “l’informatique, aux fichiers et
aux libertés” (la “Loi”). La Société pendra également toutes les mesures raisonnables afin de
protéger vos données personnelles et d’observer les exigences posées par la Commission Nationale de
l’Informatique et des Libertés. En application de la Loi, vous bénéficiez d’un droit d’accès, de
modification et de suppression de vos données personelles qui seraient incorrectes, incomplètes,
ambigües, obsolètes ou dont la collecte, l’utilisation, la communication ou la conservation
seraient prohibées. Vous comprenez également que la Société et ses Filiales ou Sociétés Affiliées
peuvent transférer ces informations à des tiers administrateurs, peu importe que ces personnes
soient situées dans votre pays de résidence, l’Espace Economique Européen ou dans des pays autres
que l’Espace Economique Européen, y compris, les Etas-Unis d’Amérique, où les règles de protection
▇▇ ▇▇▇▇▇▇ données personnelles sont moins contraingrantes que celles applicables dans l’Espace
Economique Européen. Vous consentez expressément et vous acceptez la collecte, la détention,
l’utilisation, la divulgation, le transfert sous forme électronique ou autre et plus généralement
le traitement des informations vous concernant et concernant votre participation au Plan.
(e) AMENDMENT AND TERMINATION. Subject to the terms of the Plan, the Company may amend or
terminate this Award Agreement or the Plan at any time.
(f) RIGHTS BEFORE YOUR RESTRICTED STOCK VESTS. During the Period of Restriction (even though
your Restricted Stock is held in escrow until it is settled or
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forfeited):
(i) You may exercise any voting rights associated with the Shares of Restricted Stock
while it is held in escrow.
(ii) You will be entitled to receive any dividends paid with respect to the Shares of
Restricted Stock, although these dividends will be held in escrow and subject to the same
restrictions on transferability and forfeitability as the Shares of Restricted Stock with
respect to which they were paid under this Award Agreement. A reasonable rate of interest,
as determined by the Committee in its sole discretion, will be credited to you and held in
escrow during the Period of Restriction with respect to any such cash dividends that are
declared and paid during the period beginning on [Grant Date] and ending on the Vesting
Date. At the end of the Period of Restriction, any such dividends and interest thereon will
be distributed to you in accordance with Section 2 of this Award Agreement or forfeited,
depending on whether or not you have met the conditions described in this Award Agreement
and the Plan.
(g) BENEFICIARY DESIGNATION. You may name a beneficiary or beneficiaries to receive any
Restricted Stock that is vested before you die but settled after you die. This may be done only on
the attached Beneficiary Designation Form and by following the rules described in that Form. The
Beneficiary Designation Form does not need to be completed now and is not required as a condition
of receiving your Award. However, if you die without completing a Beneficiary Designation Form or
if you do not complete that Form correctly, your beneficiary will be your surviving spouse or, if
you do not have a surviving spouse, your estate.
(h) TRANSFERRING YOUR RESTRICTED STOCK. Normally your Restricted Stock may not be transferred
to another person. However, as described in Section 3(g), you may complete a Beneficiary
Designation Form to name the person to receive any Restricted Stock that is vested before you die
but settled after you die. Also, the Committee may allow you to place your Restricted Stock into a
trust established for your benefit or the benefit of your family. Contact [Third Party
Administrator] at [TPA Telephone Number] or at the address given above if you are interested in
doing this.
(i) GOVERNING LAW. This Award Agreement shall be governed by the laws of the State of Ohio,
excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan to the substantive law of another jurisdiction.
(j) OTHER AGREEMENTS. Your Restricted Stock will be subject to the terms of any other written
agreements between you and the Company or any Affiliate or Subsidiary to the extent that those
other agreements do not directly conflict with the terms of the Plan or this Award Agreement.
(k) ADJUSTMENTS TO YOUR RESTRICTED STOCK. Subject to the terms of the Plan, your Restricted
Stock will be adjusted, if appropriate, to reflect any change to the Company’s capital structure
(e.g., the number of Shares underlying your Restricted Stock will be adjusted to reflect a stock
split).
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(l) OTHER RULES. Your Restricted Stock is subject to more rules described in the Plan. You
should read the Plan carefully to ensure you fully understand all the terms and conditions of the
grant of Restricted Stock under this Award Agreement.
4. YOUR ACKNOWLEDGMENT OF AWARD CONDITIONS
By signing below, you acknowledge and agree that:
(a) Copies of the Plan and the Plan Prospectus have been made available to you;
(b) You understand and accept the terms and conditions of your Award; and
(c) You must return a signed copy of this Award Agreement to the address given above before
[Date 30 Days After Grant Date].
| [▇▇▇▇▇▇▇’s Name] | THE SCOTTS MIRACLE-GRO COMPANY | |||||||||
By:
|
By: | |||||||||
| Date signed: | [Name of Company Representative] | |||||||||
| [Title of Company Representative] | ||||||||||
| Date signed: | ||||||||||
Scotts RS Agreement — France
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