Performance-Based Shares. The Restricted Period for the Performance-Based Shares shall lapse with respect to (i) one-third of the Performance-Based Shares on the first anniversary of the Date of Grant and subject to the achievement of performance goals established for fiscal [ ], (ii) one-third (1/3) on the second anniversary of the Date of Grant and subject to the achievement of performance goals established for fiscal [ ] and (iii) one-third (1/3) on the third anniversary of the Date of Grant subject to the achievement of performance goals established for fiscal [ ]. Performance goals will be established by the Compensation Committee for the fiscal periods indicated above. Participant’s employment with the Company is required in order for shares to vest on the Date of Grant in addition to meeting the performance goals.

Performance-Based Shares. Except as provided in Sections 4, 5 and 6 hereof , the Performance-Based Shares shall vest fully on the second anniversary of the Grant Date based upon the attainment of the performance objectives established by the Committee (the “Performance Objectives”).

Performance-Based Shares. The Restricted Period for the Performance-Based Shares shall lapse with respect to (i) one-third of the Performance-Based Shares on , (ii) one-third (1/3) of the Performance-Based Shares on and (iii) one-third (1/3) of the Performance-Based Shares on (each of , , and , a “Performance-Based Shares Lapsing Date”), subject to (x) the Company’s attainment of annual operating income performance levels established by the Committee (a “Performance-Based Shares Target”) as set forth on the Performance-Based Shares Schedule, attached hereto as Exhibit A and (y) the Participant’s continued employment with the Company on each applicable Performance-Based Shares Lapsing Date; provided, however, that if the Performance-Based Shares Target on the applicable Performance-Based Shares Lapsing Date is not achieved (a “Missed Year”), but on a subsequent Performance-Based Shares Lapsing Date the cumulative Performance-Based Shares Target with respect to such Performance-Based Shares Lapsing Date and each Performance-Based Shares Lapsing Date through the Performance-Based Shares Lapsing Date related to the Missed Year is achieved, the Performance-Based Shares restrictions that did not lapse with respect to the Missed Year as well as the Performance-Based Shares attributable to such subsequent Performance-Based Lapsing Date shall lapse as of such subsequent Performance-Based Shares Lapsing Date. All Performance-Based Shares that have restrictions that have not lapsed as of shall be forfeited.

Performance-Based Shares. Participant is hereby issued [_______] shares of Stock that are initially unvested and that will be eligible to vest in accordance with Section 4(b) of the Agreement (the “Performance-Based Shares”; together with the Time-Based Shares, the “Award Shares”).

Performance-Based Shares. Upon and subject to approval by the Board of Directors of the Company or its Compensation Committee, Executive will receive a grant for 70,000 performance-based restricted shares. Of these, 40,000 will vest if, within 2 years of grant date, Executive accomplishes a clinical development milestone to be defined separately by the CEO. The second 30,000 will vest if, within the same 2 year period, a second successful milestone is achieved as defined by the CEO. In both cases the Board or CEO will determine that the milestones have been achieved to its or his satisfaction, which will in turn, cause the restrictions to lapse. Executive will be fully responsible for taxes incurred upon lapsing of restrictions on these shares.

Performance-Based Shares. In the event that the Participant’s service is terminated as a result of Participant’s death, Disability or Retirement during the Performance Period (as defined below) then the Performance-Based Shares will be eligible to vest on November 18, 2012 on a pro-rated basis, subject to the terms and conditions of The Hain Celestial Group, Inc. 2010-2014 Executive Incentive Plan, including the calculation of the Long-Term Incentive Award thereunder. For purposes of this Agreement, the “Performance Period” shall mean July 1, 2010 through June 30, 2012.

Related to Performance-Based Shares

Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.
Performance Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.
Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.
Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.
Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award.
Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.
Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.
Equity-Based Awards (a) Except as set forth in Section 2.04(a) of the Company Disclosure Letter, the terms of each outstanding option to purchase shares of Company Stock under any equity compensation plan of the Company (a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Company Stock subject to such Company Stock Option immediately prior to the Effective Time divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, if the conversion of a Company Stock Option in accordance with the preceding provisions of this Section 2.04(a) would cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A of the Code, such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner that would not cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A. Except as set forth in Section 2.04(a) of the Company Disclosure Letter, no Company Stock Option shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (b) Each restricted stock award or performance share award outstanding immediately prior to the Effective Time under any equity compensation plan of the Company (each, a “Company Stock Award”) shall be adjusted as necessary to provide that, at the Effective Time, such Company Stock Award shall be converted into a restricted stock award or performance share award, as applicable, relating to the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock relating to such Company Stock Award immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, each converted Company Stock Award shall be subject to the same terms, conditions and restrictions as were applicable under such Company Stock Award immediately prior to the Effective Time. Notwithstanding the foregoing, any Company Stock Award vesting condition contingent on the achievement of specified Company stock targets (“Stock Vesting Targets”) shall be adjusted so that each Stock Vesting Target is equal to the quotient of: (A) the Stock Vesting Target divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, no Company Stock Award shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (c) Parent shall take such actions as are necessary for the assumption of the Company Stock Options pursuant to this Section 2.04, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated by this Section 2.04. Parent shall prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Parent Stock subject to the Company Stock Options and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Company Stock Options (and to maintain the current status of the prospectus contained therein) for so long as any such Company Stock Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any equity compensation plan of the Company assumed pursuant to this Section 2.04 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent such equity compensation plan of the Company complied with such rule prior to the Merger. (d) Prior to the Effective Time, the Company shall, with respect to stock option or compensation plans or arrangements, use its reasonable efforts to give effect to the transactions contemplated by this Section 2.04.
Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.
Stock Option Award In the event of Employee’s involuntary Termination of Employment without Cause or Termination of Employment due to a resignation by Employee for Good Reason that, in either case, occurs on or before the second anniversary of a Change in Control, the Stock Option Award shall become exercisable immediately (whether or not previously exercisable) and shall remain exercisable for the three year period following such Termination of Employment. For this purpose, “Good Reason” has the same meaning determined by Employee’s written employment agreement in effect on the Grant Date. In the event there is no such agreement or definition, then Good Reason means the initial existence of one or more of the following conditions, arising without the consent of the Employee: (1) a material diminution in Employee’s base compensation; (2) a material diminution in Employee’s authority, duties, or responsibilities, so as to effectively cause Employee to no longer be performing the duties of his position; (3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report.

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