SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.3

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

This Second Amendment (“Amendment”) to the Employment Agreement dated effective October 1, 2007 and subsequently amended effective January 14, 2009 (“Agreement”) by and between The Scotts Company, LLC (“Company”) and Barry Sanders (“Executive”) is effective as of this 27^th day of June, 2011.

RECITALS

WHEREAS, the Company and the Executive previously entered into the Agreement;

WHEREAS, the current term of the Agreement extends through September 30, 2011; and

WHEREAS, the Company and the Executive each desire to amend the Agreement to extend and fix the term of the Agreement to end on November 4, 2011.

AMENDMENT

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:

The term of the Agreement shall be extended and fixed through November 4, 2011, and the Agreement will terminate in accordance with its terms at the end of the day on November 4, 2011.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer and the Executive has executed this Amendment, each effective as of the date first set forth above.