NOTICE: READ BEFORE YOU SIGN! This agreement contains a RELEASE. We advise that you consult an ATTORNEY

1.

Severance Benefits. The parties agree that Employee has been separated from service for a reason they have mutually agreed will be covered by the Company's Executive Severance Plan (and that receipt of this Agreement shall serve as a “Notice of Termination” as described therein) and, thus, Employee is entitled to the benefits available under the Executive Severance Plan (and no other benefits), and subject to the terms of the Executive Severance Plan and his Participation Agreement under the Executive Severance Plan, and that he is only entitled to such benefits upon the Effective Date of this Agreement. The parties further agree that the Company will pay Employee certain additional compensation as described in this Agreement. Except as otherwise expressly described herein (in particular Paragraph 1(E)-(G)), the terms of the Executive Severance Plan and Employee's Participation Agreement are hereby incorporated by reference and any inconsistency between the terms of the Executive Severance Plan or the Participation Agreement and this Agreement will be resolved in favor of the terms of this Agreement. The Company agrees to provide Employee with the following (collectively, the “Severance Benefits”):

(A)

Severance Pay equal to Twenty-Four (24) months (the “Severance Period”) of salary, at Employee's regular monthly base pay as of the Termination Date (the “Severance Pay”), payable in accordance with standard Company payroll procedures and Paragraph 2. The Severance Pay shall be subject to withholding and deductions required by federal, state, and local taxing authorities with each installment. In the event that Employee accepts re-employment with Scotts during the Severance Period, Scotts' obligation to continue making severance payments will cease as of the date re-employment begins.

(B)

In lieu of outplacement services available to Employee as a former executive, Employee shall be paid, within 15 days of the effective date of this Agreement, a lump sum of Twenty-four thousand dollars ($24,000), for Employee's use in searching for employment. This payment will be subject to all applicable taxes and withholdings.

(C)

Employee shall be eligible to elect COBRA continuation benefits as to medical, dental and vision insurance benefits, and participation in the Employee Assistance Program as provided by

(D)

Employee will be paid a Prorated Annual Bonus Award, which is the amount Employee would have received had Employee remained employed for the entire fiscal year/performance period, but pro-rated based upon the actual base salary paid to the Employee during Employee's period of employment during the fiscal year/performance year through the Termination Date. Subject to Paragraph 2(B), the Prorated Annual Bonus Award, if any, will be paid no later than December 15, 2013.

(E)

Transition Services and Pay. Employee agrees that from the Termination Date through September 30, 2013, there may be a need for specific cooperation and transition assistance from Employee for purposes of ensuring a smooth transition on all matters (including legal, ethics, compliance, and regulatory matters) previously under the leadership and direction of Employee. This may include phone calls, in-person meetings either at Company's facility or off-site, as well as written communications. All such transition activities will be done at the direction of Denise Stump, Ivan Smith, David Faure or their designee/s, mutually agreed upon between Employee and the Company. Employee agrees that through September 30, 2013, he will make himself reasonably available during normal business hours to assist with transition of his work and/or knowledge. Both Employee and Scotts agree that Employee will be working less than 20% of the average work schedule that he worked during the last 36 months of his employment with Scotts. Employee agrees with Scotts' conclusion, after an opportunity to consult with his own tax advisor that the Termination Date will result in a “separation from service” as defined under section 409A of the Internal Revenue Code (“Section 409A”), In consideration for these promises, and the promises otherwise contained in this Agreement, the Company agrees to provide Employee with a one-time lump sum payment of One Hundred Seventy-Eight Thousand Dollars ($178,000.00), subject to all applicable taxes and withholdings (the “Transition Payment”). This Transition Payment will be made within 15 days of the Effective Date of this Agreement. The parties agree that the compensation provided for under this Agreement includes any and all compensation for Employee's reasonable cooperation pursuant to this Paragraph 1(E).

(F)

Relocation Assistance. The Company has agreed to provide an additional one-time lump sum payment in the amount of Four Hundred Twenty-Five Thousand Dollars ($425,000.00), subject to all applicable taxes and withholdings, for purposes of facilitating Employee's sale of his current residence in Ohio, relocation to his prior home state of Florida and other transitional costs (the “Relocation Payment”). This Relocation Payment will be made within 15 days of the Effective Date of this Agreement.

(G)

Payment of Legal Fees. The Company shall pay the legal fees incurred by Employee in connection with his separation from employment and this agreement, in the amount of $10,000. The Company shall issue this check within 21 days of receiving both a signed copy of this Agreement and a completed form W-9 from Marshall and Morrow, LLC (“Employee's Counsel”). Scotts shall issue a Form 1099 to Employee and Employee's Counsel for this amount. Employee shall be responsible for any tax liability in relation to this payment.

2.

Commencement of Payments; Limitations. This Paragraph 2 governs the payment of the Severance Pay, the Benefit Payment, and the Prorated Annual Bonus Award payable under Paragraph 1(D).

(A)

Payment of the Severance Pay and the Benefit Payment shall commence on the first pay date under the Company's standard payroll procedures that occurs on or after the first day of the seventh month beginning after Employee's Termination Date and shall continue until all of the Severance Pay and Benefit payment payable under Paragraphs 1(A) and 1(C), respectively, have been paid. The first payment of the Severance pay and the Benefit Payment shall include the amount that would have been payable in accordance with the Company's standard payroll procedures during the period beginning on the Termination Date and ending with the date of the first payment of such amounts if the Termination Date was the Effective Date.

(B)

This Agreement is intended to comply with Section 409A of the Code (“409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A.

(C)

This Agreement is intended to comply with Section 409A of the Code (“409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A.

(D)

Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

(E)

To the extent permitted by Section 409A, each payment described in Sections 1 (D), (E), (F) and (G) shall be treated as a separate and distinct payment from all other payments described herein and each such payment is intended to be exempt from the requirements of 409A.

3.

Resignation. The parties acknowledge and agree that Employee's separation from employment will be treated as a resignation. Immediately upon execution of this Agreement by Employee, Employee acknowledges his resignation of employment with the Company, the Board of Directors, and any other positions he may hold with the Company and any of the Company's affiliates. Specifically, Employee's act of signing this Agreement is an effective tender of his resignation as Secretary for the Scotts Miracle-Gro

4.

Release of Claims. Employee, on behalf of Employee and Employee's spouse, personal representatives, administrators, minor children, heirs, assigns, wards, agents, and all other persons claiming by or through Employee, does hereby forever release and discharge Company and its respective officers, directors, shareholders, agents, employees, affiliates, subsidiaries, divisions, predecessors, successors, and assigns (the “Released Parties”) from any and all charges, claims, demands, judgments, causes of action, damages, expenses, costs, and liabilities of any kind whatsoever. Employee expressly acknowledges that the claims released by this paragraph include all rights and claims relating to Employee's employment with Company and the termination thereof, including without limitation any claims Employee may have under the Age Discrimination in Employment Act, as amended by the Older Worker Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act, the Worker Adjustment Retraining and Notification (WARN) Act, Ohio Revised Code Chapter 4112, Family and Medical Leave Act and any other federal, state, or local laws or regulations governing employment relationships. This release specifically and without limitation includes a release and waiver of any claims for employment discrimination, wrongful discharge, breach of contract, or promissory estoppel, and extends to all claims of every nature and kind, whether known or unknown, suspected or unsuspected, presently existing or resulting from or attributable to any act or omission of the Released Parties occurring prior to the execution of this Agreement. The release contained herein does not apply to any claim or to rights or claims first arising after the Effective Date of this Agreement, to any action for breach of this agreement, or any right to indemnification for acts or omissions done in good faith in the course and scope of Employee's employment or in the performance of transition services pursuant to any Company contract of insurance (subject to the terms of such contract), nor does it apply to any claims for unemployment compensation, workers compensation benefits, vested benefits under ERISA, or any vested benefit under the Executive Retirement Plan (subject to the terms and conditions of any awards and such plan), or any vested benefits under any ERISA qualified retirement, savings, pension or welfare benefit plan.

5.

Right to Participate in Charge. Nothing in this agreement shall be construed to mean that Employee may not file a charge with a governmental agency, or participate in any investigation of a charge conducted by any governmental agency. Employee nevertheless understands and agrees that because of the waiver and release, he freely provides by signing this Agreement, he cannot obtain any monetary relief or recovery from the Released Parties in any proceeding.

6.

Knowing and Voluntary Act. Employee acknowledges and agrees that the release set forth above is a general release. Employee, having been encouraged to and having had the opportunity to be advised by counsel, expressly waives all claims for damages which exist as of this date, but of which Employee does not now know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, and which, if known would materially affect Employee's decision to enter into this Agreement. Employee further agrees that Employee accepts the Severance Benefits as a complete compromise of matters involving disputed issues of law and fact and assumes the risk that the facts and law may be other than Employee believes. Employee further acknowledges and agrees that all the terms of this Agreement shall be in all respects effective and not subject to termination or rescission by reason of any such differences in the facts or law, and that Employee provides this release voluntarily and with full knowledge and understanding of the terms hereof.

7.

Revocation Period. Employee specifically acknowledges and understands that this Agreement is intended to release and discharge any claims of Employee under the Age Discrimination in Employment Act, as amended by the Older Worker Benefit Protection Act (OWBPA). Under the OWBPA, Employee has 21

8.

Non-disparagement. Employee agrees that Employee will not make any statement to any third party that Employee could reasonably foresee would cause harm to the personal or professional reputation of the Released Parties. The Company warrants and agrees that it will instruct its CEO, Senior Executive Staff, and Human Resource Executives not make any statement to any third party that he/she could reasonably foresee would cause harm to the personal or professional reputation of Employee. If asked about the reason for Employee's departure, both parties agree that its/his response will be limited to one or more of the following: (a) Employee has resigned; (b) Employee and the Company have reached a mutual agreement for Employee's resignation; (c) Employee has made a decision to explore other opportunities; (d) Employee intends to relocate to his former home state of Florida; and/or (e) Employee's departure was not related to any disagreement relating to the Company's operations, policies, practices or financial reporting."

9.

No Admission of Liability. Neither this Agreement, nor any term contained herein, may be construed as, or may be used as, an admission on the part of either party of any fault, wrongdoing, or liability whatsoever.

10.

Survivorship. Should Employee die or become totally disabled following the Termination Date but before the payments due Employee under Paragraph 1 above have been made, any remaining payments shall be made to Employee (or Employee's designated beneficiaries or heirs as applicable).

11.

Return of Property. Employee agrees to return all Company property remaining in Employee's possession or control, including without limitation any and all equipment, documents, credit cards, hardware, software, source code, data, keys or access cards, files, or records on or before the Termination Date, except that Employee will be permitted to retain the following items for purposes of performing the Transition Services as described in Paragraph 1(E): Company-issued iphone. Such item will be returned to the Company by no later than September 30, 2013.

12.

Confidentiality. Except as required by applicable law, this Agreement is and shall remain confidential. Employee agrees not to, at any time, disclose the terms of this Agreement, in whole or in part, including the existence and amount of the Severance Benefits, to any individual or entity without the prior written consent of Company or unless required by law. Employee may, however, disclose the terms of this Agreement to Employee's attorney, tax advisor, and immediate family, provided that any such persons agree in advance to be bound by this confidentiality provision. Employee further acknowledges and agrees that any confidentiality, nondisclosure, noncompetition, and nonsolicitation obligations to Company under any prior agreement, are not being released hereby and will specifically survive the termination of Employee's employment and this Agreement. Employee expressly agrees to keep and maintain Company confidential information confidential, and not to use or disclose such information, directly or indirectly, without the prior written consent of Company or unless required by law. Employee agrees that the provisions of this paragraph are material terms of this Agreement.

13.

Cooperation with Litigation. Employee will cooperate fully with Company in its defense of any lawsuit filed over matters that occurred during the tenure of Employee's employment with Company, and Employee agrees to provide full and accurate information with respect to same. Further, Employee agrees to make himself reasonably available by telephone or e-mail for periodic questions as needed throughout the Severance Period, at times and places that are mutually agreeable to the parties. Employee further agrees not to assist any party in maintaining any lawsuit against any of the Released Parties, and will not provide any information to anyone concerning any of the Released Parties, unless compelled to do so by valid subpoena or other court order, and in such case only after first notifying Company sufficiently in advance of

14.

Cooperation with Governmental Investigations. Employee will cooperate fully with Company in any investigation, audit, or inquiry conducted by or on behalf of any federal, state, or local governmental agencies regarding the Company, including, but not limited to, providing truthful information to the Company and making herself/himself available to the Company upon reasonable notice for purposes of being interviewed or otherwise providing assistance to the Company. Employee further agrees to notify the Company through the Director of Litigation, David Faure, at 14111 Scottslawn Road, Marysville, Ohio 43041 should he/she be contacted by a governmental agency regarding a governmental investigation, audit or inquiry regarding the Company. The Company will promptly reimburse Employee for any out of pocket expenses associated with such cooperation, with advanced approval of the Company and upon receipt of appropriate documentation of same.

15.

Choice of Law and Breach. The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of Ohio. The prevailing party in any action for breach of this agreement shall be entitled to all actual damages proved, plus pre-judgment interest on said amounts at the then-prevailing federal prime rate plus 4%, and the reasonable attorney's fees and costs incurred in the action.

16.

Execution in Parts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which shall constitute a single Agreement.

17.

No Waiver of Terms and Time is of the Essence. Failure to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of any such term, covenant, or condition, nor shall any failure at any one time or more times be deemed a waiver or relinquishment at any other time or times of any right under this Agreement. The parties agree that time is of the essence with respect to all material provisions of this agreement.

18.

Modifications. No modification or amendment of this Agreement shall be effective unless the same is in a writing duly executed by all the parties hereto.

19.

Assignment. Company may assign, in whole or in part, its rights and obligations under this Agreement, and the rights of Company hereunder shall inure to the benefit of, and the obligations of Company hereunder shall be binding upon, its successors and assigns. Employee's rights and obligations hereunder may not be assigned.

20.

Entire Agreement. This Agreement sets forth the entire Agreement between Company and Employee and supersedes and replaces any and all prior or contemporaneous representations or agreements, whether oral or written, relating to the subject matter hereof.

21.

Method of Acceptance. To accept, Employee must sign the Agreement and not revoke. Once Employee has accepted the Agreement, Employee shall deliver a signed and dated copy hereof to Denise Stump in Company's Human Resources Department, 14111 Scottslawn Road, Marysville, Ohio 43041. This Agreement cannot be accepted until after the Termination Date and will not be effective if signed by Employee prior to the Termination Date. Employee has 60 days following the Termination Date to accept this Agreement. Employee's failure to deliver Agreement in a timely manner or Employee's revocation of the Agreement as provided in Paragraph 7 will excuse Company from timely payment.