THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RETENTION AWARD AGREEMENT FOR THOMAS COLEMAN

THIS RETENTION AWARD AGREEMENT (this “Agreement”) between The Scotts Company LLC (the “Company”) and Thomas Coleman (the “Participant”) (i) confirms the terms of a cash payment (the “Cash Bonus”) and (ii) grants restricted stock units (“RSUs”) pursuant and subject to the provisions of The Scotts Miracle-Gro Company Long-Term Incentive Plan, as amended (the “Plan”). Each capitalized term that is used in this Agreement and that is not defined in this Agreement has the same meaning as the definition set forth in the Plan.

1.Promise to Stay. In consideration of the promises and consideration described herein, including but not limited to the payment of the Cash Bonus described below, Participant agrees to continue his employment with Company through at least September 30, 2017, (collectively the “Stay Period”), or that if his employment ends prior to September 30, 2017 he will not be entitled to any unvested benefits provided under this Agreement.

2.    Retention Award. In recognition of Participant’s contributions to the Company in his current role and in exchange for Participant’s agreement to accept additional responsibilities with the role of SVP, Global Financial Operations & Enterprise Performance Management Analytics, this Agreement between Participant and the Company outlines an incentive for Participant to continue his employment and to continue to perform all duties and services in accordance with Company’s expectations. The Company agrees to provide the following (collectively, the “Retention Award”):

(a)     Pre-Paid Cash Bonus. In consideration of the promises and consideration described herein, including but not limited to Participant’s promise to continue his employment with Company during the Stay Period, on April 12, 2013, the Company paid Participant the cash bonus of Two Hundred Thousand Dollars and 00/100 ($200,000.00), less applicable deductions and withholdings.

(b)    Restricted Stock Unit Award. On May 8, 2013 (the “Grant Date”) Participant was granted 9,333 RSUs and an equal number of related dividend equivalents. The number of RSUs was determined based upon the closing price of a share on the April 1, 2013. Each whole RSU represents the right to receive one full Share at the time and in the manner described in this Agreement. Subject to Section 6 of this Agreement, each dividend equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the date the RSUs are settled (as described in Section 5(a) of this Agreement) with respect to the Share represented by the related RSU.

3.    Promise to Repay Cash Bonus. Participant acknowledges and agrees that he will only earn the Cash Bonus if he continues his employment with Company through at least April 1,

2015, notwithstanding Company’s payment of the Cash Bonus. Therefore, Participant agrees that, in the event he terminates his employment relationship with Company at any time prior to April 1, 2015 for a reason other than death or because the Participant is Disabled (as defined below), or if Company terminates Participant’s employment for Cause at any time prior to April 1, 2015, the entire Cash Bonus shall be forfeited, and Participant agrees to promptly repay the entire Cash Bonus no later than 5 business days after his employment with Company ceases. For purposes of this Agreement, “Cause” shall be defined as: (i) theft, conversion, or embezzlement of Company funds or property; (ii) conviction of any felony, or a misdemeanor involving moral turpitude; (iii) any willful, reckless or negligent act by Participant that may impugn the good name and reputation of Company; or (iv) willful, deliberate, or repeated violations of Company policies or directives by Participant.

In the event the Cash Bonus is forfeited under this Paragraph 3, Participant authorizes Company to use any and all necessary means to collect the Cash Bonus, including but not limited to withholding any part of the Cash Bonus not previously repaid from his final paycheck, from any severance payments due Participant as a result of his separation from Company, or any other compensation that may otherwise be paid to him, or turning the matter over to legal counsel, a collection agency, or other necessary means. Participant agrees to pay all costs and expenses, including, without limitation, court costs and reasonable attorneys’ fees, incurred by Company in connection with collection on or enforcement of this Agreement.

4.Vesting Of RSUs. Except as provided in Section 7 of this Agreement, the RSUs described in this Agreement will vest as follows:

not previously vested will become 100% vested as of the date of such Termination and will be settled in accordance with Section 5 of this Agreement. For purposes of this Agreement, “Disabled” means (A) Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of Participant’s employer, or (C) Participant is determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

5.    Settlement.

6.    Dividend Equivalents. Participant will be entitled to receive a dividend equivalent equal to any dividends declared and paid on each Share represented by a related RSU, subject to the same vesting terms and conditions as the related RSU. Any dividend equivalents described in this Section 6 that are payable with respect to vested RSUs will be distributed to Participant in accordance with Section 5 of this Agreement. Any such distributions will be made in (i) cash, for any dividend equivalents relating to cash dividends and/or (ii) Shares, for any dividend equivalents relating to Share dividends.

7.    Forfeiture.

8.    Beneficiary Designation. Participant may name a beneficiary or beneficiaries to receive any RSUs and related dividend equivalents that vest before Participant dies but are settled after death. 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 the RSU Award. However, if Participant dies without completing a Beneficiary Designation Form or if Participant does not complete that Form correctly, the beneficiary will be Participant’s surviving spouse or, if Participant does not have a surviving spouse, Participant’s estate.

9.    Transferring RSUs and Related Dividend Equivalents. Except as described in Section 8, Participant’s RSUs and related dividend equivalents may not be transferred to another person. Participant may be permitted to place RSUs and related dividend equivalents into a trust established for Participant’s benefit or the benefit of Participant’s family. Contact the Third Party Administrator for further details.

10.No Promise of Continued Employment. Nothing in this Agreement shall be construed as a promise by Company to employ Participant for the entire Stay Period. Company retains the right to terminate Participant’s employment at any time for any reason with or without notice. If Company terminates Participant’s employment, Participant shall be entitled to retain the Cash Bonus, unless such termination is for cause as defined above.

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EVP, Global Human Resources_______

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