Scotts Company (SMG)

 

On December 9, 2005, the Compensation and Organization Committee granted 10,000 performance shares to Robert F. Bernstock. Each performance share represented a contingent right to receive one common share of the Company. The performance shares were to vest on October 1, 2006 if Mr. Bernstock had met certain performance criteria based on 2006 fiscal year Project Excellence (“PE”) goals tied to the realization of specified cost savings in the 2006 fiscal year and the establishment of a plan to secure additional PE results in the 2007 fiscal year. Mr. Bernstock had the right to vote the common shares underlying the performance shares. However, the Company was to defer distribution of any dividends that were declared on the common shares underlying the performance shares until such time as the performance criteria were satisfied. On November 7, 2006, the Company released restrictions on (and Mr. Bernstock accepted) 5,000 common shares of the Company in full satisfaction of the performance shares he had been granted. Please see the discussion of Mr. Bernstock’s Separation Agreement and Release of All Claims in “— Employment Agreements and Termination of Employment and Change-in Control Arrangements” below.