0000950123-08-003918 Sample Contracts

The Hain Celestial Group, Inc. Restricted Stock Agreement
Restricted Stock Agreement • April 7th, 2008 • Hain Celestial Group Inc • Food and kindred products • New York

The Hain Celestial Group, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Notice”) to which this Restricted Stock Agreement (this “Agreement”) is attached an Award of Shares subject to the terms and conditions set forth in the Notice and this Agreement. This Award shall constitute a Restricted Share award under the Plan. The Company granted the Award pursuant to the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Notice, this Agreement, and the Plan, (b) accepts the Award subject to all of the terms and conditions of the Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any q

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The Hain Celestial Group, Inc. Restricted Stock Agreement
Restricted Stock Agreement • April 7th, 2008 • Hain Celestial Group Inc • Food and kindred products • New York

The Hain Celestial Group, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Notice”) to which this Restricted Stock Agreement (this “Agreement”) is attached an Award of Shares subject to the terms and conditions set forth in the Notice and this Agreement. This Award shall constitute a Restricted Share award under the Plan. The Company granted the Award pursuant to the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Notice, this Agreement, and the Plan, (b) accepts the Award subject to all of the terms and conditions of the Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any q

Stock Option Agreement Pursuant To The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan
Stock Option Agreement • April 7th, 2008 • Hain Celestial Group Inc • Food and kindred products

The Hain Celestial Group, Inc. (“Company”) has granted you an option to purchase the number of shares of Common Stock of the Company shown in item (C) above (the “Shares”) at the Exercise Price per share shown in item (F) above. This option is subject to the terms of the Company’s 2002 Amended and Restated Long Term Incentive and Stock Award Plan (“Plan”) and to the terms and conditions set forth in this Stock Option Agreement under the Plan (“Agreement”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.

Stock Option Agreement Pursuant To The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan
Stock Option Agreement • April 7th, 2008 • Hain Celestial Group Inc • Food and kindred products

The Hain Celestial Group, Inc. (“Company”) has granted you an option to purchase the number of shares of Common Stock of the Company shown in item (C) above (the “Shares”) at the Exercise Price per share shown in item (F) above. This option is subject to the terms of the Company’s 2002 Amended and Restated Long Term Incentive and Stock Award Plan (“Plan”) and to the terms and conditions set forth in this Stock Option Agreement under the Plan (“Agreement”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.

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