Third Party Administrator Uses in DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION Clause

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION from Nonqualified Stock Option Award Agreement

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option ("NSO") to purchase [Number of Common Shares] Shares at an exercise price of $[Exercise Price] for each Share ("Exercise Price") on or before [Day Prior to Tenth Anniversary of Grant Date] ("Expiration Date"). The Grant Date of the NSO is [Grant Date]. To accept this Award Agreement, you must return a signed copy of this Award Agreement no later than [Date 30 Days After Grant Date], to [Third Party Administrator] (the "Third Party Administrator") as follows:[Third Party Administrator]Attention: [TPA Contact's Name][TPA Contact's Address][TPA Telephone Number]2.INCORPORATION OF PLAN AND DEFINITIONS. (a)This Award Agreement and your NSO are granted pursuant to and in accordance with The Scotts Miracle-Gro Company Long-Term Incentive Plan effective January 27, 2017 (the "Plan"). All provisions of the Plan are incorporated herein by reference, and your NSO is subject to the terms of the Plan. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern. (b)Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.3.VESTING. Except as provided in Section 6 of this Award Agreement, the NSO described in this Award Agreement will vest as follows:(a)General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your NSO described in this Award Agreement will vest (and become exercisable) on the Vesting Date;(b)Accelerated Vesting. Under the following circumstances, the NSO described in this Award Agreement will vest earlier than the Vesting Date:(i)If you Terminate because of your death or due to a disability for which you qualify for benefits under The Scotts Miracle-Gro Company's Long-term Disability Plan or another long-term disability plan sponsored by the Company , your NSO described in this Award Agreement will become fully vested and expire on the Expiration Date; or(ii)If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your NSO described in this Award Agreement will become fully vested as of the date of such event and expire on the Expiration Date; (iii)If you Terminate due to an involuntary Termination by the Company without Cause no earlier than 180 days before the Vesting Date, your Termination will be deemed to have occurred on the Vesting Date such that your NSO described in this Award Agreement will be deemed to become fully vested as of the date of such event and expire on the Expiration Date.(iv)If there is a Change in Control, your NSO may vest earlier in accordance with the Plan and pursuant to the discretion of the Committee. See the Plan for further details.4. RIGHTS BEFORE YOUR NSO IS EXERCISED. You may not vote, or receive any dividends associated with, the Shares underlying your NSO before your NSO is exercised with respect to such Shares.5.EXERCISING YOUR NSO.(a)After your NSO vests, you may exercise the NSO at any time prior to the Expiration Date. To exercise the NSO you must complete an Exercise Notice on the form provided by the Company, which is available from Third Party Administrator. At any one time, you must exercise your NSO to buy no fewer than 100 Shares, or, you must exercise the balance of your NSO if the value is less than 100 Shares. (b)You may use one of the following four methods to exercise your NSO and to pay any taxes related to that exercise. You will decide on the method at the time of exercise. If you do not elect one of these methods, the Company will apply the Broker-Assisted Cashless Exercise and Sell method described below:(i)BROKER-ASSISTED CASHLESS EXERCISE AND SELL: If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold the Shares underlying the portion of the NSO you exercised. When the transaction is complete, you will receive cash (but no Shares) from the broker equal to the difference between the aggregate Fair Market Value of the Shares deemed to have been acquired through the exercise minus the aggregate Exercise Price and related taxes.(ii) COMBINATION EXERCISE: If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold a number of those Shares with a Fair Market Value equal to the aggregate Exercise Price and for taxes that are required to be withheld on account of the exercise. When the transaction is complete, the balance of the Shares subject to the portion of the NSO you exercised will be transferred to you.(iii) EXERCISE AND HOLD: If you elect this alternative, you must pay the full Exercise Price plus related taxes (in cash, a cash equivalent or in Shares having a Fair Market Value equal to the Exercise Price and which you have owned for at least six months before the exercise date). When the transacti

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION from Nonqualified Stock Option Award Agreement

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option ("NSO") to purchase [Number of Common Shares] Shares at an exercise price of $[Exercise Price] for each Share ("Exercise Price") on or before [Day Prior to Tenth Anniversary of Grant Date] ("Expiration Date"). The Grant Date of the NSO is [Grant Date]. To accept this Award Agreement, you must return a signed copy of this Award Agreement no later than [Date], to [Third Party Administrator] (the "Third Party Administrator") as follows:[Third Party Administrator]Attention: [TPA Contact's Name][TPA Contact's Address][TPA Telephone Number]2.INCORPORATION OF PLAN AND DEFINITIONS. (a)This Award Agreement and your NSO are granted pursuant to and in accordance with The Scotts Miracle-Gro Company Long-Term Incentive Plan as amended and restated January 17, 2013 (the "Plan"). All provisions of the Plan are incorporated herein by reference, and your NSO is subject to the terms of the Plan. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern. (b)Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.3.VESTING. Except as provided in Section 6 of this Award Agreement, the NSO described in this Award Agreement will vest as follows:(a)General Vesting. If your employment continues from the Grant Date until the [__] anniversary of the Grant Date, in this case [Date] (the "Vesting Date"), your NSO described in this Award Agreement will vest (and become exercisable) on the Vesting Date;(b)Accelerated Vesting. Under the following circumstances, the NSO described in this Award Agreement will vest earlier than the Vesting Date:(i)If you Terminate because of your death or because you become Disabled (as defined below), your NSO described in this Award Agreement will become fully vested and expire on the Expiration Date. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board;(ii)If you Terminate for a reason other than Cause after reaching age [Number] and completing at least [Number] years of employment with the Company, its Affiliates and/or its Subsidiaries, your NSO described in this Award Agreement will become fully vested and expire on the Expiration Date; (iii)If you Terminate due to an involuntary Termination by the Company without Cause no earlier than [Number] days before the Vesting Date, your Termination will be deemed to have occurred on the Vesting Date such that your NSO described in this Award Agreement will be deemed to become 100% vested and expire on the Expiration Date.(iv)If there is a Change in Control, your NSO may vest earlier. See the Plan for further details.(c)Cause. For purposes of this Award Agreement, "Cause" means that Grantee has:(i) willfully and materially breached the terms of any employment agreement between the Grantee and the Company;(ii) engaged in willful misconduct that has materially injured the business of the Company or any Subsidiary or Affiliate;(iii) willfully committed a material act of fraud or material breach of the Grantee's duty of loyalty to the Company or any Subsidiary or Affiliate;(iv) willfully and continually failed to attempt in good faith to perform the Grantee's duties hereunder (other than any such failure resulting from the Grantee's incapacity due to physical or mental illness), after written notice has been delivered to the Grantee by the Company, which notice specifically identifies the manner in which the Grantee has not attempted in good faith to perform his duties; or (v)been convicted, or plead guilty or nolo contendere for the commission of an act or acts constituting a felony under the laws of the United States or any state thereof. For purposes of subsections (i) - (iv) no act, or failure to act, on the Grantee's part shall be deemed "willful" unless, the Company reasonably determines, in good faith, that it was done, or omitted to be done, by the Grantee not in good faith and without reasonable belief that his act, or failure to act, was in the best interest of the Company or any Subsidiary or Affiliate.4. RIGHTS BEFORE YOUR NSO IS EXERCISED. You may not vote, or receive any dividends associated with, the Shares underlying your NSO before your NSO is exercised with respect to such Shares.5.EXERCISING YOUR NSO.(

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION from Nonqualified Stock Option Award Agreement

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option ("NSO") to purchase [Number of Common Shares] Shares at an exercise price of $[Exercise Price] for each Share ("Exercise Price") on or before [Day Prior to Tenth Anniversary of Grant Date] ("Expiration Date"). The Grant Date of the NSO is [Grant Date]. To accept this Award Agreement, you must return a signed copy of this Award Agreement no later than [Date 30 Days After Grant Date], to [Third Party Administrator] (the "Third Party Administrator") as follows:[Third Party Administrator]Attention: [TPA Contact's Name][TPA Contact's Address][TPA Telephone Number]2.INCORPORATION OF PLAN AND DEFINITIONS. (a)This Award Agreement and your NSO are granted pursuant to and in accordance with The Scotts Miracle-Gro Company Long-Term Incentive Plan as amended and restated January 17, 2013 (the "Plan"). All provisions of the Plan are incorporated herein by reference, and your NSO is subject to the terms of the Plan. To the extent there is a conflict between this Award Agreement and the Plan, the Plan will govern. (b)Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.3.VESTING. Except as provided in Section 6 of this Award Agreement, the NSO described in this Award Agreement will vest as follows:(a)General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your NSO described in this Award Agreement will vest (and become exercisable) on the Vesting Date;(b)Accelerated Vesting. Under the following circumstances, the NSO described in this Award Agreement will vest earlier than the Vesting Date:(i)If you Terminate because of your death or because you become Disabled (as defined below), your NSO described in this Award Agreement will become fully vested and expire on the Expiration Date. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board;(ii)If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your NSO described in this Award Agreement will become fully vested and expire on the Expiration Date; or(iii)If there is a Change in Control, your NSO may vest earlier. See the Plan for further details.4. RIGHTS BEFORE YOUR NSO IS EXERCISED. You may not vote, or receive any dividends associated with, the Shares underlying your NSO before your NSO is exercised with respect to such Shares.5.EXERCISING YOUR NSO.(a)After your NSO vests, you may exercise the NSO at any time prior to the Expiration Date. To exercise the NSO you must complete an Exercise Notice on the form provided by the Company, which is available from Third Party Administrator. At any one time, you must exercise your NSO to buy no fewer than 100 Shares, or, you must exercise the balance of your NSO if the value is less than 100 Shares. (b)You may use one of the following three methods to exercise your NSO and to pay any taxes related to that exercise. You will decide on the method at the time of exercise. If you do not elect one of these methods, the Company will apply the Broker-Assisted Cashless Exercise and Sell method described below:(i)BROKER-ASSISTED CASHLESS EXERCISE AND SELL: If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold the Shares underlying the portion of the NSO you exercised. When the transaction is complete, you will receive cash (but no Shares) from the broker equal to the difference between the aggregate Fair Market Value of the Shares deemed to have been acquired through the exercise minus the aggregate Exercise Price and related taxes.(ii) COMBINATION EXERCISE: If you elect this alternative, you will be deemed to have simultaneously exercised the NSO and to have sold a number of those Shares with a Fair Market Value equal to the aggregate Exercise Price and for taxes that are required to be withheld on account of the exercise. When the transaction is complete, the balance of the Shares subject to the portion of the NSO you exercised will be transferred to you.(iii) EXERCISE AND HOLD: If you elect this alternative, you must pay the full Exercise Price plus related

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION from Nonqualified Stock Option Award Agreement

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option (NSO) to purchase [Number of Common Shares] Shares at an exercise price of $[Exercise Price] for each Share (Exercise Price) on or before [Day Prior to Tenth Anniversary of Grant Date] (Expiration Date). The Grant Date of the NSO is [Grant Date]. To accept this Award Agreement, you must return a signed copy of this Award Agreement no later than [Date 30 Days After Grant Date], to [Third Party Administrator] (the Third Party Administrator) as follows: [Third Party Administrator] Attention: [TPA Contacts Name] [TPA Contacts Address] [TPA Telephone Number]

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION from Nonqualified Stock Option Award Agreement

DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option (NSO) to purchase [Number of Common Shares] Shares at an exercise price of $[Exercise Price] for each Share (Exercise Price) on or before [Day Prior to Tenth Anniversary of Grant Date] (Expiration Date). The Grant Date of the NSO is [Grant Date]. To accept this Award Agreement, you must return a signed copy of this Award Agreement no later than [Date 30 Days After Grant Date], to [Third Party Administrator] (the Third Party Administrator) as follows: [Third Party Administrator] Attention: [TPA Contacts Name] [TPA Contacts Address] [TPA Telephone Number]