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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. Employee
Confidentiality, Noncompetition, Nonsolicitation
Agreements
Mr. Baker, Mr. Sanders, Mr. Evans and
Ms. Stump are each parties to an employee confidentiality,
noncompetition, nonsolicitation agreement with Scotts LLC (which
are incorporated by reference into their respective employment
agreements), pursuant to which each executive officer agrees to
maintain the confidentiality of any “confidential
information” (as that term is defined in the employee
confidentiality, noncompetition, nonsolicitation agreement) of
Scotts LLC and its affiliates and not to directly or indirectly
disclose or reveal confidential information to any person or use
confidential information for the participant’s own personal
benefit or for the benefit of any person other than Scotts LLC
and its affiliates. The employee
Table of Contents
confidentiality, noncompetition, nonsolicitation agreement also
contains provisions which prevent a participant from engaging in
specified competitive and solicitation activities during the
participant’s employment with Scotts LLC and its
affiliates, and for an additional two years thereafter. Failure
to abide by the terms of the confidentiality, noncompetition,
nonsolicitation agreement will result in forfeiture of any
future payment under the EMIP and will oblige the participant to
return to Scotts LLC any monies paid to the participant under
the EMIP within the three years prior to breach.
Mr. Hagedorn is not a party to a separate confidentiality,
noncompetition, nonsolicitation agreement in light of the
provisions contained in his employment agreement with Scotts LLC
addressing confidentiality, noncompetition and nonsolicitation.
This excerpt taken from the SMG DEF 14A filed Dec 20, 2007. Employee
Confidentiality, Noncompetition, Nonsolicitation
Agreements
The Company’s shareholders approved the EMIP on
January 26, 2006. The EMIP is a performance-based
compensation plan as defined in Section 162(m) of the
Internal Revenue Code, as described above under the
caption “Elements of Executive Compensation —
EMIP (short-term compensation element)” of the
CD&A, the EMIP provides annual cash awards to the executive
officers, including the NEOs, and management of the Company
based upon the Company’s achievement of established
financial targets. All managers and more senior level employees
(including executive officers of the Company) of Scotts LLC and
all “affiliates” and “subsidiaries” as
defined in Internal Revenue Code Section 414(b) and
(c) are eligible to participate in the EMIP upon
recommendation by management and in the case of covered
employees (as defined in Internal Revenue Code
Section 162(m)) approval by the Compensation and
Organization Committee.
Unless the Incentive Review Committee, which is comprised of the
Chief Executive Officer, the Executive Vice President, Global
Human Resources and the Chief Financial Officer of Scotts LLC,
specifies otherwise, or the participant has an employment
agreement with the Company or one of its subsidiaries which
contains more stringent provisions regarding confidentiality,
noncompetition and nonsolicitation, each participant in the EMIP
must execute an employee confidentiality, noncompetition,
nonsolicitation agreement, which if breached will result in
forfeiture of any future payment under the EMIP and will oblige
the participant to return to Scotts LLC any monies paid to the
participant under the EMIP within the three years prior to
breach.
Mr. Sanders, Mr. Evans and Ms. Stump are each
parties to an employee confidentiality, noncompetition,
nonsolicitation agreement, with Scotts LLC; however,
Mr. Hagedorn is not in light of the provisions contained in
his employment agreement with Scotts LLC addressing
confidentiality, noncompetition and nonsolicitation.
The employee confidentiality, noncompetition, nonsolicitation
agreement contains confidentiality provisions under which a
participant in the EMIP agrees to maintain the confidentiality
of any “confidential information” (as that term is
defined in the employee confidentiality, noncompetition,
nonsolicitation agreement) of Scotts LLC and its affiliates and
not to directly or indirectly disclose or reveal confidential
information to any person or use confidential information for
the participant’s own personal benefit or for the benefit
of any person other than Scotts LLC and its affiliates. The
employee confidentiality, noncompetition, nonsolicitation
agreement also contains provisions which prevent a participant
from engaging in specified competitive and solicitation
activities during the participant’s employment with Scotts
LLC and its affiliates, and for an additional two years
thereafter.
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