EXHIBIT 10(q)
Letter agreement, dated November 5, 2002, pertaining to the terms of
employment of Mr. Norton through December 31, 2005, and superseding certain
provisions of the letter agreement, dated June 8, 2000, between the Registrant
and Mr. Norton.
EXHIBIT 10(p)
THE SCOTTS COMPANY [Scotts logo]
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and subsidiaries
James Hagedorn
President and Chief Executive Officer
November 5, 2002
Dear Pat:
This letter is intended to memorialize the agreements we have reached
regarding your continued employment with The Scotts Company (the "Company"). We
have agreed as follows:
1. You agree to continue in your present position as Chief
Financial Officer and Executive Vice President until December
31, 2002. Thereafter, you will remain an employee, but will
have limited duties, primarily to act in an advisory capacity
to me on our Scotts LawnService(R) business. The terms of your
continued employment are as follows:
(a) Term: January 1, 2003-December 31, 2005 (or such
other date as you and the Company may hereafter
mutually agree, the date the Company terminates your
employment for Cause (as that term is defined in the
Company's 1996 Stock Option Plan) or the date of your
death or total disability).
(b) Compensation: In compensation for your continued
employment, you will be entitled to receive an annual
payment of $11,000 payable monthly for each year in
which the service was rendered. In addition, you will
be granted 4,500 stock options each year during the
normal grant cycle at the approval of The
Compensation and Organization Committee of the
Company's Board of Directors.
(c) Termination for Cause: Should the Company terminate
your employment for cause, the Company shall have no
further obligations to continue your compensation.
Termination not for Cause: Should the Company
terminate your employment for reasons other than for
Cause, you will be entitled to be paid the
compensation of the options and benefits owed for the
remainder of the Term of this agreement.
(d) Benefits continuation: As of December 31, 2005, you
will be entitled to continue to participate in the
Company's group medical and dental plans under the
prevailing annual COBRA rates until your 65th
birthday at which time you will be eligible for
Medicare which is the Company's primary medical plan
(for individuals 65 years of age or older).
(e) The agreement set forth in this letter will not apply
should you voluntarily terminate your employment with
the Company prior to December 31, 2005.
2. You and the Company both acknowledge that you are currently a
member of the Company's Board of Directors. In that capacity,
you serve as a member of the Finance Committee and a
non-voting member of the Audit Committee. It is the
current intention of the parties that you will continue to
serve in those capacities during the duration of your term as
a director (and such other subsequent terms as you may be
elected). Your compensation for such services will be $30,000
per year and an annual grant of 5,500 shares. This
compensation is contingent on you being a member of the
Company's Board of Directors and is applicable for the years
2003, 2004 and 2005. For the years after 2005, the Nominating
and Governance Committee of the Board consistent with its
policies and practices with regard to compensation and the
requirements of applicable law or regulations will determine
your compensation for such service.
3. In summary your compensation for your service will be paid as
follows in accordance with the terms described above:
(a) Your total pay will be $41,000 per year paid monthly.
(b) You will receive and annual grant of stock of 10,000
during the normal grant cycle at the approval of
Compensation and Organization Committee of the
Company's Board of Directors. The grants will be made
in 2002, 2003 and 2004. These grants will have a
vesting period of 6-months. Your option grants will
be subject to the retirement provisions provided to
members of The Board of Directors of the Company.
(c) You will be eligible for all of the Company benefits
plans in accordance with the terms provided to all
associates through December 31, 2005.
1. On January 1st, 2006 you will be eligible to
elect medical and dental at the prevailing
COBRA rate in effect till you reach age 65.
2. On November 19th, 2015, which is your 65th
birthday you will become eligible for the
Medicare which is the Company's primary
retiree healthcare plan at that age.
Two copies of this letter are enclosed. Please indicate your agreement
with the terms set forth herein by executing one copy of this letter and
returning it to me. The second copy is for your records.
Pat, I am pleased that we could reach an agreement on the matters set
forth above and I look forward to working with you.
Very truly yours,
The Scotts Company
By: /s/ Jim Hagedorn
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James Hagedorn
President and Chief Executive Officer
Agreed and Acknowledged:
I agree that this letter sets forth the agreements you and I have
reached regarding my continued employment with the Company.
/s/ Patrick J. Norton
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Dated: November 22, 2002 Pat Norton