Employment Offer Summary between AeroGrow and Randy Seffren (October 2004)

Summary

This document outlines the terms of an employment offer from AeroGrow to Randy Seffren. The offer includes an immediate bonus of 50,000 shares, a phased work schedule with increasing hours and salary, stock options, and participation in an annual bonus program based on company performance. Travel and out-of-pocket expenses are covered by AeroGrow. The agreement also includes a planned relocation to Boulder, Colorado, by July 2005. The terms are subject to confirmation and further discussion between the parties.

EX-10.11 26 v036324_ex10-11.htm

EXHIBIT 10.11

Subject:	Fw: Offer Updated
Date:	Wednesday, October 13, 2004 8:46 AM
From:	Randy Seffren < *@*>
To:	< *@*>

In the first version I neglegected to add the bonus structure. It is now included below.

- - -

Michael:

Thank you for your generous offer and interest in continuing to work with me. I am reviewing the options and will get back to you as soon as possible.

In order for me to respond I want to make sure I understand the "details" of the offer. My attempt at a summary of your offer/request follows:

A. Immediate Bonus of 50,000 shares of stock (in addition to the stock earned in 2004 to-date)

B. October-December:

- 30 Hours per Week

- Equivalent of $100,000 Annual Salary

- Working in Boulder Wed-Saturday Each Week

- Travel and Out of Pocket Expenses Paid by AeroGrow

C. Jan-June:

- 40 Hours per Week

- Annual Salary of $150,000

- Working in Boulder 4-5 days per week

- $1 Million in Stock Options, Strike Price at $1 per Share

- Travel and Out of Pocket Expenses Paid by AeroGrow

- Particpant in the annual bonus program, to be calcuated as a pool representing 10% of the annual EBITDA. Bonus will be 25% of the pool on annual basis.

D. July 2005:

- 40 Hours Per Week

- Annual Salary of $165,000

- Relocation to Boulder

- Particpant in the annual bonus program, to be calcuated as a pool representing 10% of the annual EBITDA. Bonus will be 25% of the pool on annual basis.

Michael, please confirm or revise any of the key points detailed above. Once I have this information I will forward you a list of questions for our further discussion.

Thank you.

Randy Seffren

847 ###-###-#### Office