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Exhibit 10(p)
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Letter Agreement between the Registrant and Jean H. Mordo
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December 23, 1996
Jean Mordo
50 Woodford Hills Dr.
Avon, CT 06001
Dear Jean:
I'm pleased to extend an offer of employment as Executive Vice President and
Chief Financial Officer of The Scotts Company, reporting to me. As we have
discussed, reporting to you will be the Treasurer, Controller, Management
Information Systems, Corporate Communications and associated staff. You will
also have a close association with the Human Resources unit.
Base Salary and Executive Incentive Plan
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Your initial annual base salary is $295,000 with a target bonus under the
Executive Incentive Plan of 40% of salary. Your fiscal 1997 bonus will be
guaranteed at $100,000 and you will be eligible for the full year bonus
opportunity (i.e. no "proration" based on your January start).
Stock Options
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In addition, as a key member of the Executive Team, your initial grant of stock
options is 150,000 which will be priced at the closing "asked" price on the day
you officially join the company. These stock options will vest: 50,000 upon
joining the company, 50,000 after your first year, and 50,000 after two years of
employment. You will receive a separate option agreement.
Relocation
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On an exception basis, we have agreed to pay you a "sign on bonus" of $70,000 to
cover all relocation costs associated with departure from your Connecticut home.
Separately, you will be covered under Scotts Relocation Policy for your move to
the Columbus area. A copy of the relocation policy is enclosed. We utilize PHH
Relocation Services for relocation.
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Jean Mordo
December 23, 1996
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Car Allowance
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Scotts provides its executives with a car allowance of $7,000/year (this will be
reviewed in 1997). In accordance with IRS regulations, the value of this car
allowance will be reflected in your W-2. It is our understanding that you may
deduct that part of this value which is for business purposes.
Personal Financial Planning
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Personal financial planning is also provided through Ayco Corporation. The value
of this confidential service is similarly added to your W-2. Some or all of this
value may be tax deductible.
Termination
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If your employment is terminated by the Company without Cause, as a result of
your death or Disability, or as a result of a Change of Control, the Company
shall pay you (i) your full base salary at the annual base rate in effect
immediately prior to the Date of Termination for a period of twenty-four (24)
months after the Date of Termination and (ii) incentive compensation for a
period of twenty-four (24) months after the Date of Termination equal to the
greater of your target percentage in effect at the Date of Termination or the
amount of your last actual bonus. If your employment is terminated during the
Company's 1997 fiscal year for any reason which would entitle you to receive the
payments provided for in the immediately preceding sentence, the amount of
incentive compensation which you shall be deemed to have earned in fiscal 1997
for the purpose of calculating the payments owed to you upon termination shall
be the sum of $100,000.
Starting Date
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This letter assumes you will take up your new duties in January, employed on a
"consultant basis;" and you will then become an "employee" beginning March 1,
1997.
Benefit Programs
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You are eligible for inclusion in Scotts benefit programs which are outlined in
the Association Information Guide. Specific booklets describing the following
benefits are included with this letter: Medical Coverage, Dental Coverage,
Profit Sharing, Pension, Group Universal Life, Long Term Disability Coverage and
Supplemental Long Term Disability Coverage. The Scotts medical plan contains a
pre-existing condition clause which does not cover for any condition on which
treatment was provided during the three months preceding employment. This
restriction becomes inoperative at the earlier of a period of three consecutive
months without treatment or 12 months of employment.
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Jean Mordo
December 23, 1996
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This offer is contingent upon satisfactory completion of the mandatory drug
screen required of all Scott associates, which can be completed after your
arrival.
* * *
Jean, I and the Company take great pleasure in extending you this offer. Your
addition to the company will solidify our team effort to drive the business
forward. As a key player in our executive team, all of us at Scotts will extend
our resources in support of your efforts. We truly look forward to your joining
the Scotts family.
Sincerely,
/s/ Charles M. Berger
Charles M. Berger
Chairman, President and
Chief Executive Officer
Enclosures
ACCEPTANCE:
/s/ Jean H. Mordo 12/25/96
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Jean Mordo Date
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December 23, 1996
Jean Mordo
50 Woodford Hills Dr.
Avon, CT 06001
Dear Jean:
This letter is to confirm your acceptance of our employment offer for the
position of Executive Vice President and Chief Financial Officer.
As we have agreed, you will begin working for Scotts effective January 1, 1997
as a consultant for the month of January and February at the rate of $28,270 per
month. On March 1, 1997 you will officially become an employee of The Scotts
Company and will be covered under Scotts benefits.
Jean, I look forward to working with you and am confident that you will make
significant contributions to The Scotts Company.
Best wishes to you and Barbara for a joyous holiday season.
Sincerely,
/s/ Charles M. Berger
Charles M. Berger
Chairman, President and
Chief Executive Officer
CMB/cls