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Stock Option Agreement

This is an actual contract by Scotts Miracle-gro.
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Sectors: Chemicals
Governing Law: Ohio, View Ohio State Laws
Effective Date: January 01, 1996
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THIS AGREEMENT is made to be effective as of ___________ (the "Grant Date") by and between The Scotts Company, an Ohio corporation (the "Company"), and _____________ (the "Optionee"), pursuant to the Company's 1996 Stock Option Plan (the "Plan").

1. Grant of Option. The Company hereby grants to the Optionee an option (the "Option") to purchase ________ Common Shares of the Company, subject to adjustment as provided in Section 5.3 of the Plan. The Option is granted under the Plan and is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

2. Terms and Conditions of the Option. The purchase price (the "Option Price") to be paid by the Optionee to the Company upon the exercise of the Option shall be $______ per share, subject to adjustment as provided in Section 5.3 of the Plan. The Option may be exercised on or after ____________ with respect to 100% of the Common Shares subject to the Option. The Option shall in no event be exercisable after the expiration of ten years from the Grant Date (the "Expiration Date"). Subject to the other provisions of this Agreement and to the provisions of the Plan, if the Option becomes exercisable as to certain Common Shares, it shall remain exercisable as to those Common Shares until the Expiration Date. The Option is subject to all the terms of the Plan.

3. Exercise. To the extent that any portion of this Option is exercisable, that portion of such Option may be exercised in whole or in part by delivering to Merrill Lynch a written notice of exercise, signed by the Optionee or, in the event of the death of or permitted assignment by the Optionee, by such other person as is entitled to exercise the Option. The notice of exercise shall state the number of full Common Shares in respect of which the Option is being exercised. Payment for all such Common Shares shall be made to the Company at the time the Option is exercised. The Option Price may be paid in cash (including check, bank draft or money order) in U.S. dollars, or by the tender, by actual delivery or by attestation, of free and clear Common Shares already owned by the Optionee, in accordance with Section 6.4 of the Plan. The Optionee may elect pursuant to Section 10.4 of the Plan (i) to have Common Shares otherwise issuable under the Plan withheld by the Company or (ii) to deliver to the Company free and clear Common Shares already owned by the Optionee, sufficient to pay all or part of the Optionee's estimated total federal, state and local tax obligations associated with the exercise of the Option.

4. Change in Control Provisions. In the event of a Change in Control (as defined in the Plan), the Option may be surrendered in exchange for the payment to the Optionee of cash in an amount equal to the excess of the Change in Control Price (as defined in the Plan) over the Option Price. Such surrender must occur within the period described in Section 8.1 of the Plan. Notwithstanding the foregoing, if the Compensation and Organization Committee of the Board of Directors determines prior to the occurrence of the Change in Control that the Optionee will receive a new award (or have the Option honored or assumed) in a manner which satisfies the provisions of Section 8.2 of the
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