FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.5

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

This First Amendment (“Amendment”) to the Employment Agreement dated effective October 1, 2007 (“Agreement”) by and between The Scotts Company, LLC (“Company”) and David C. Evans (“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 as described herein.

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.

(ii) A lump sum payment equal to the Annual Bonus Award that the Executive would have received had the Executive remained employed for the entire fiscal year/performance period, but prorated based on the actual Base Salary paid to the Executive during such fiscal year for services rendered through the Effective Date of Termination.

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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.

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