SCOTTS COMPANY
EXHIBIT 10(L)
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<TYPE>EX-10.L
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<FILENAME>l84098aex10-l.txt
<DESCRIPTION>EXHIBIT 10(L)
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                                  EXHIBIT 10(l)

        Termination Letter Agreement, dated November 6, 2000, between the
                          Registrant and Jean H. Mordo


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Charles M. Berger
Chairman and Chief Executive Officer


                                                              October 18, 2000


PERSONAL AND CONFIDENTIAL
-------------------------

Jean H. Mordo
735 South Fifth Street
Columbus, OH 43206

Dear Jean:

         The Scotts Company (hereinafter referred to as "Scotts" or the
"Company") has elected to terminate your employment as a full-time associate as
of October 13, 2000. Pursuant to the terms of your employment agreement with the
Company entered into on December 23, 1996, you are entitled to receive certain
benefits if your employment is terminated by the Company without cause. In
connection with the termination of your employment, beginning on November 1,
2000, the Company proposes to pay you the benefits described in your employment
agreement of December 23, 1996 (your base salary of $352,000, for a period of 24
months plus the greater of your target percentage or your fiscal 2000 bonus,
again for a period of 24 months).(1) In addition, as we have discussed, the
Company is willing to offer you certain additional benefits set forth below if
you agree to execute this letter agreement (hereinafter referred to as the
"Agreement"):

         1.       Effective October 13, 2000, you will be an employee on limited
                  service. You will remain in this status through October 31,
                  2000, at which time, your employment with the Company shall
                  terminate. As an employee on limited service, you will be
                  entitled to receive the benefits outlined in this Agreement.
                  You will not, however, accrue any vacation rights during this
                  period, you will not participate in the 2001 Executive Annual
                  Incentive Plan or the 2001 SMGP nor will any stock options
                  vest during the time you remain in this status. Your salary
                  (paid at the rate in effect for fiscal 2000 - a gross amount
                  of $29,333 per month), car allowance and medical and insurance
                  benefits (less normal deductions) will be paid through the end
                  of October 2000.

----------------
(1) At your option, Scotts will discount this amount using Scotts' pre-tax
borrowing rate and pay you in a lump sum (less applicable withholding taxes) on
or before November 26, 2000.

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                  However, you will resign your position as Group Executive Vice
                  President International and all other offices, directorships
                  and committee memberships you may hold with the Company or any
                  of its subsidiaries as of October 13, 2000, by executing the
                  attached resignation letter.

         2.       You will be eligible for a payout under the 2000 Executive
                  Annual Incentive Plan. Payouts under the terms of this Plan
                  are expected to be made in late November 2000.

         3.       Medical, dental and vision insurance coverages as you elected
                  under the terms of the plans available will be continued
                  through the end of October 2000. You will be eligible for
                  continuation of benefit coverage (COBRA) at the Company's
                  expense for the lesser of 18 months from November 1, 2000 or
                  the date on which you become eligible for primary coverage
                  under another group plan (at which time your medical, dental
                  and vision benefits shall cease).

         4.       You agree that the 35,000 options that would have vested on
                  October 20, 2000, are rescinded. As consideration for your
                  agreement, Scotts agrees to pay you, on or before January 31,
                  2001, an amount equal to the difference between the strike
                  price for the 35,000 options and the highest closing price of
                  Scotts shares on the NYSE between October 16, 2000 and January
                  12, 2001.

                  You will have 90 days following the termination of your
                  employment with the Company to exercise any vested options you
                  may own. The Company has agreed that this 90-day period shall
                  commence on November 6, 2000 and shall end on February 2,
                  2001. Any options not exercised by you as of the close of
                  business on February 2, 2001 shall expire.

         5.       You will be entitled to keep the laptop computer and cellular
                  telephone currently in your possession.

         6.       You will continue to be eligible to participate in the
                  Retirement Savings Plan and the Executive Retirement Plan of
                  the Company through October 31, 2000. Your benefits pursuant
                  to each such Plan will be handled according to your election
                  under the Plan options. You should discuss the tax effect of
                  any decisions you make with respect to such Plans with your
                  legal or tax advisor.

         7.       Eligibility for short and long term disability benefits under
                  Scotts' group plans expired on October 13, 2000. Life
                  insurance coverage will continue through October 31, 2000.
                  Within 30 days following the

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                  expiration of your life insurance coverage, you have the right
                  to convert all or part of your group life insurance.

         8.       Outplacement services will be provided at the Company's
                  expense through Lee Hecht Harrison.

         9.       The AYCO program will be available to you through December 31,
                  2001.

         Except as set forth in this letter, all other benefits to which you
were entitled as a full-time Scotts' associate cease as of October 13, 2000.

         You are reminded of the terms of the Key Management Scott Associate
Agreement, a copy of which is attached.

         Scotts is proposing to provide you with the opportunity to receive this
package on an exception basis and in return for your signature of the legal
release contained in this Agreement. By executing this Agreement, you
acknowledge and agree that the payments to be made to you and the other benefits
extended to you exceed the normal policies and practices of the Company and that
you have received full and fair consideration for signing this Agreement.

         If you determine to accept this package, you should sign this Agreement
as discussed below. By signing you agree, except for the obligations set forth
in this Agreement, that all of Scotts' other obligations and any claims you may
have (except with respect to Scotts' Retirement Savings Plan and the Scotts'
Executive Retirement Plan as set forth below), whether now known or unknown to
you against Scotts, its affiliated corporations and directors or employees
thereof ("Releasees") are released. In consideration of the benefits provided to
you herein, you agree not to sue Releasees under any or all causes of action and
agree not to file any complaint or other action with any governmental agency,
including claims of age discrimination in employment under the Federal Age
Discrimination in Employment Act and the Older Workers Benefit Protection Act.
Except as specifically stated herein and except as provided in the Scotts'
Retirement Savings Plan and the Scotts' Executive Retirement Plan, you agree
that you have no claim for and will not be entitled to any other benefits,
bonus, compensation, perquisites, sick pay allowance or any kind of other
remuneration arising out of your employment or the termination of employment on
October 31, 2000.

         You agree to keep the terms of this Agreement confidential and not to
disclose any information concerning these matters to anyone (excluding your
spouse and any attorney or financial advisor you may retain), including but not
limited to past, present or future employees of Scotts or its affiliates. You
also agree not to disparage or speak negatively about Scotts or any of its
employees, directors or officers after termination of your employment. You agree
to indemnify Releasees from any loss or costs arising from any breach by you of
this Agreement.

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         Scotts agrees that you are entitled to rely on the indemnification
provisions of its Code of Regulations and any applicable insurance coverage in
connection with your actions as an employee and officer of Scotts or as an
employee, officer or director of any of its subsidiaries or affiliates. In
addition, Scotts agrees that it will not disparage or speak negatively about you
after the termination of your employment.

         You will have until November 8, 2000 to consider this offer. If you
accept, you will have seven (7) calendar days from the date of acceptance to
revoke this Agreement. This Agreement will not be effective until the expiration
of such seven (7) day period. If you do not sign this Agreement, you will be
paid through October 31, 2000 and all benefits will cease as of your last day
worked.

         This Agreement contains the release of important legal rights. You
should consult with an attorney before executing it.

         This Agreement will be construed in accordance with the substantive
laws of the State of Ohio. The rights and duties of the parties shall not be
assignable. The Agreement may not be amended except in writing signed by the
party against whom an obligation is to be enforced. You acknowledge that no
representations, other than those contained herein, have been made as an
inducement for you to accept the terms of this Agreement.

         Intending to be legally bound hereby, we have executed this Agreement
this 6TH day of NOVEMBER, 2000.

THE SCOTTS COMPANY



By:      /S/ CHARLES M. BERGER  (BY GRL)
      ----------------------------------
         Charles M. Berger
         Chairman and CEO


ACCEPTANCE:


             /S/ Jean H. Mordo
            -----------------------
                Jean H. Mordo




cc:      Charles M. Roesch, Esq.

Attachments

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