0001193125-09-056794 Sample Contracts

THE HAIN CELESTIAL GROUP, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 17th, 2009 • Hain Celestial Group Inc • Food and kindred products • New York

The Hain Celestial Group, Inc. has granted to the Director 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 2000 Directors Stock Plan (as amended and restated effective March 11, 2009) (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Notice, the Director: (a) acknowledges receipt of and represents that the Director 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 Board upon any questions arising under the Notice, t

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