Exhibit 10.7
Summary of Compensation for Nonemployee Directors of
The Scotts Miracle-Gro Company
Effective as of January 22, 2010
At the meeting of the Board of Directors (the “Board”) of The Scotts Miracle-Gro Company (the
“Company”) held on January 21, 2010, the Board approved the recommendations of the Governance and
Nominating Committee of the Board with respect to compensation for the 2010 calendar year for nonemployee
members of the Board (“Nonemployee Directors”) and the Lead Independent Director of the Company. The
compensation approved by the Board is described below.
Annual Cash Retainer; Reimbursement of Expenses
Effective January 22, 2010, each of the Nonemployee Directors will be paid an annual cash retainer in the
amount of $100,000 and the Lead Independent Director will be paid an additional annual cash retainer in the
amount of $15,000. The annual cash retainer(s) will be paid on a quarterly basis, in January, April, July and
October, 2010. Nonemployee Directors receive reimbursement of all reasonable travel and other expenses
associated with attending Board and Board committee meetings.
Deferred Stock Units
On January 22, 2010: (a) each Nonemployee Director was granted deferred stock units having a value of
$70,000; (b) the Lead Independent Director was granted additional deferred stock units having a value of
$35,000; (c) each Nonemployee Director was granted additional deferred stock units having a value of $12,500
for each committee of the Board on which such Nonemployee Director serves; (d) each Nonemployee Director
serving as the chairperson of a committee of the Board was granted additional deferred stock units having a value
of $25,000; and (e) each Nonemployee Director serving on the Audit Committee of the Board was granted
additional deferred stock units having a value of $5,000. The number of deferred stock units (and related dividend
equivalents) granted to each Nonemployee Director (including the Lead Independent Director) was calculated by
dividing the aggregate value