CML Group Inc Watch

from 10-K ~10 pages Employment Agreement - David McCreight

from 10-K 1 page <page> 1 Kathleen Tierney Employment Agreement First Amendment Whereas, the Undersigned, Being All the Parties to the Kathleen Tierney Employment Agreement Previously Executed in 1998 (The "Agreement"), Wish to Amend the Terms of Said Agreement; and Whereas, the Amendment Is Intended to Align the Definition of a Sale Set Forth in Section 3.4 of the Agreement With Such Definition as Set Forth in the Employment Agreements of Certain Other Key Employees of Smith & Hawken Which Were Executed a Short Time After the Execution of the Agreement at a Time When Such Definition Had Been Further Clarified. Now, Therefore, the Said Undersigned, Being All the Parties to the Agreement, Hereby Amend the First Paragraph of Section 3.4 of the Agreement to Read as Follows: "In the Event That, During the Employment Period (Or Within 90 Days Thereafter if Employee Is Terminated Without Cause Under Section 4.3), CML Sells the Company if Either (I) CML Ceases to Own at Least 50% of the Equity of the Company (Except as a Result of CML's "Spinoff" of the Company Into a Separate Publicly Traded Corporation Where the Shareholders of the Company and CML Immediately After the Spinoff Are Substantially the Same), or (II) All or Substantially All of the Assets of the Company Are No Longer Owned by the Company (Each Hereinafter Referred to as a "Sale"), the Company Agrees to Pay the Employee a Bonus ("Sale Bonus") Calculated as a Percentage of the "Net Consideration" Received in Connection With the Sale. the Sale Bonus Shall Be Calculated as Follows:" Executed as of the Effective Date of the Agreement. CML Group, Inc. Smith & Hawken, Ltd. By: /S/ John A.C. Pound By: /S/ Kathy Tierney John A.C. Pound Kathleen Tierney Title: Chairman Title: Cep/President 8/14/98 Employee /S/ Kathy Tierney Kathleen Tierney

from 10-K ~5 pages Severance Agreement - G. Robert Tod

from 10-K ~10 pages Secured Redeemable Subordinated Note

from 10-K ~10 pages Note Purchase Agreement

from 10-K ~10 pages Common Stock Purchase Warrant No. 1

from 10-K ~5 pages Common Stock Purchase Warrant No. 3

from 10-K ~20 pages Registration Rights Agreement

from 10-K ~20 pages Stock Purchase Agreement

from 10-K ~5 pages Material contract

from 10-K ~5 pages Nordictrack Note

from 10-K ~10 pages Employment Agreement - Kathleen Tierney

from 10-K ~5 pages Severance Agreement - Charles M. Leighton

from 10-K 1 page Form of Agrrement Concerning Qualified Termination

from 10-Q ~10 pages 1996 Employee Stock Purchase Plan

from 10-Q ~5 pages 1996 Director Option Plan