0001193125-10-025865 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 9th, 2010 • Hain Celestial Group Inc • Food and kindred products • New York

THIS CHANGE IN CONTROL AGREEMENT dated as of [ ] (this “Agreement”), is made by and between The Hain Celestial Group, Inc., a Delaware corporation having its principal offices at 58 South Service Road, Melville, NY 11747 (the “Company”), and [ ] (the “Executive”).

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Stock Option Agreement Pursuant To The Hain Celestial Group, Inc. Amended and Restated
Stock Option Agreement • February 9th, 2010 • 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 Amended and Restated 2002 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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