0001193125-09-002625 Sample Contracts

AMENDED AND RESTATED] CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 7th, 2009 • Hain Celestial Group Inc • Food and kindred products • New York

THIS [AMENDED AND RESTATED] 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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ACKNOWLEDGEMENT AND AMENDMENT TO OFFER LETTER
Hain Celestial Group Inc • January 7th, 2009 • Food and kindred products • Delaware

Pursuant to this Acknowledgement and Amendment to Offer Letter (“Acknowledgment and Amendment”), dated as of December 31, 2008, The Hain Celestial Group, Inc., a Delaware corporation, with its principal offices located at 58 South Service Road, Melville, NY 11747, (the “Company”), and , residing at (the “Executive”), hereby acknowledge and agree to the following with regard to the severance benefits payable upon certain events notwithstanding any provision of the Executive’s offer letter of (the “Offer Letter”):

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Hain Celestial Group Inc • Food and kindred products

THIS AMENDMENT to EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of December 31, 2008, by and between THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the “Company”) and Irwin D. Simon (“Executive”).

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