CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT

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").

WHEREAS, the Company considers it essential to the best interest of its

shareholders to foster the continued employment of key executive management

personnel; and

WHEREAS, the Board of Directors of the Company (the "Board") recognizes

that, as is the case with many publicly-held corporations, the possibility of a

Change in Control (as defined below) of the Company exists from time to time and

that such possibility, and the uncertainty, instability and questions which it

may raise for and among key executive management personnel, may result in the

premature departure or significant distraction of such management personnel to

the material detriment of the Company and its stockholders; and

WHEREAS, the Board has determined that appropriate steps should be taken to

reinforce, focus and encourage the continued attention and dedication of key

members of the executive management of the Company and its subsidiaries,

including (without limitation) the Executive, to their assigned duties without

distraction in the face of potentially disturbing or unsettling circumstances

arising from the possibility of a Change in Control of the Company;

NOW THEREFORE, in consideration of the premises and the mutual covenants

herein contained, the Company and the Executive hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have

the meanings set forth below:

1.1 "Annual Base Salary" shall mean the Executive's rate of regular base

annual compensation prior to any reduction under a salary reduction agreement

pursuant to section 401(k) or section 125 of the Internal Revenue Code of 1986,

as amended from time to time (the "Code"), and shall not include (without

limitation) cost of living allowances, fees, retainers, reimbursements, bonuses,

incentive awards, prizes or similar payments.

1.2 "Cause" for termination by the Company or any subsidiary of the

Executive's employment, after any Change in Control, shall mean (i) the willful

and continued failure by the Executive to substantially perform the Executive's

duties with the Company, or a subsidiary of the Company, as such duties may

reasonably be defined from time to time by the Board (or a duly designated and

authorized committee thereof), or to abide by the reasonable written policies of

the Company or of the Executive's primary employer (other than any such

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failure resulting from the Executive's incapacity due to physical or mental

illness or any such actual or anticipated failure after the issuance of a Notice

of Termination by the Executive for Good Reason pursuant to Section 4.1) after a

written demand for substantial performance is delivered to the Executive by the

Board, which demand specifically identifies the manner in which the Board

believes that the Executive has not substantially performed the Executive's

duties or has not abided by any reasonable written policies, or (ii) the

continued and willful engaging by the Executive in conduct which is demonstrably

and materially injurious to the Company or its subsidiaries, monetarily or

otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or

failure to act, on the Executive's part shall be deemed "willful" unless done,

or omitted to be done, by the Executive in bad faith and without reasonable

belief that the Executive's act, or failure to act, was in the best interests of

the Company or its subsidiaries.

1.3 "Change in Control" shall mean and be deemed to have occurred if:

(i) The acquisition by any Person of beneficial ownership (within the

meaning of Rule 13d-3 promulgated under the Securities Exchange Act of

1934, as amended (the "Exchange Act")) of 50% or more of the combined

voting power of the then outstanding Voting Stock of the Company; provided,

however, that for purposes of this Section 1.3(i), the following

acquisitions shall not constitute a Change of Control: (A) any issuance of

Voting Stock of the Company directly from the Company that is approved by

the Incumbent Board (as defined below), (B) any acquisition by the Company

of Voting Stock of the Company or (C) any acquisition of Voting Stock of

the Company by any Person pursuant to a Business Combination (as defined

below) that complies with clauses (A), (B) and (C) of Section 1.3(iii)

below; or

(ii) individuals who, as of the date hereof, constitute the Board (the

"Incumbent Board") cease for any reason to constitute at least a majority

of the Board; provided, however, that any individual becoming a member of

the Board (a "Director") subsequent to the date hereof whose election, or

nomination for election by the Company's stockholders, was approved by a

vote of at least two-thirds of the Directors then comprising the Incumbent

Board (either by a specific vote or by approval of the proxy statement of

the Company in which such person is named as a nominee for director,

without objection to such nomination) shall be deemed to have been a member

of the Incumbent Board, but excluding, for this purpose, any such

individual whose initial assumption of office occurs as a result of an

actual or threatened election contest (within the meaning of Rule 14a-11 of

the Exchange Act) with respect to the election or removal of Directors or

other actual or threatened solicitation of proxies or consents by or on

behalf of a Person other than the Board; or

(iii) consummation of a reorganization, merger or consolidation, a

sale or other disposition of all or substantially all of the assets of the

Company, or other transaction (each, a "Business Combination"), unless, in

each case, immediately following such Business Combination, (A) all or

substantially all of the individuals and entities who were the beneficial

owners of Voting Stock of the Company immediately prior to such Business

Combination beneficially own, directly or indirectly, more than 50% of the

combined voting power of the then outstanding shares of Voting Stock of the

entity resulting from such Business Combination (including, without

limitation, an entity

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which as a result of such transaction owns the Company or all or

substantially all of the Company's assets either directly or through one or

more subsidiaries) in substantially the same proportions relative to each

other as their ownership, immediately prior to such Business Combination,

(B) no Person (other than the Company or such entity resulting from such

Business Combination beneficially owns, directly or indirectly, 50% or more

of the combined voting power of the then outstanding shares of Voting Stock

of the entity resulting from such Business Combination and (C) at least a

majority of the members of the board of directors of the entity resulting

from such Business Combination were members of the Incumbent Board at the

time of the execution of the initial agreement or of the action of the

Board providing for such Business Combination; or

(iv) the stockholders of the Company approve (a) the sale or

disposition by the Company (other than to a subsidiary of the Company) of

all or substantially all of the assets of the Company, or (b) a complete

liquidation or dissolution of the Company.

1.4 "Company" shall mean The Hain Celestial Group, Inc. and any successor

to its business and/or assets which assumes (either expressly, by operation of

law or otherwise) and/or agrees to perform this Agreement by operation of law or

otherwise (except in determining, under Section 1.3 hereof, whether or not any

Change in Control of the Company has occurred in connection with such

succession).

1.5 "Disability" shall mean and be deemed the reason for the termination by

the Executive of the Executive's employment, if, as a result of the Executive's

incapacity due to physical or mental illness, the Executive shall have been

absent from the full-time performance of the Executive's duties for a period of

three (3) consecutive months.

1.6 "Good Reason" for termination by the Executive of the Executive's

employment in connection with or as a result of any Change in Control shall mean

the occurrence (without the Executive's prior express written consent) of any

one of the following acts, or failures to act, unless, in the case of any act or

failure to act described in clauses (i), (iv), (v) or (vi) below, such act or

failure to act is corrected by the Company or any subsidiary prior to the Date

of Termination specified in the Notice of Termination given in respect thereof:

(i) the assignment to the Executive of any duties or responsibilities

inconsistent with the Executive's most significant position(s) (including

without limitation status, offices, titles and reporting

responsibilities/rights) as an executive officer of the Company and/or a

subsidiary held during the one hundred eighty (180) day period immediately

preceding any related Potential Change in Control, or a substantial adverse

alteration of the Executive's position or title(s) with the Company or any

subsidiary or in the nature of such status, offices, titles and reporting

responsibilities/rights;

(ii) a reduction in the Executive's Annual Base Salary as in effect on

the date of this Agreement or as the same may be increased at any time

thereafter and from time to time;

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(iii) the relocation of the Company's principal executive offices to a

location more than thirty (30) miles from its location on the date of this

Agreement (or, if different, more than thirty (30) miles from where such

offices are located immediately prior to any Potential Change of Control)

or the Company's requiring the Executive to be based anywhere other than

the location where the Executive is performing his duties immediately prior

to any Potential Change in Control, except for required travel on the

Company's business to an extent substantially consistent with the

Executive's business travel obligations as of the date of the Potential

Change in Control;

(iv) any failure by the Company to comply with any of the provisions

of this Agreement, other than an isolated, insubstantial and inadvertent

failure not occurring in bad faith and which is remedied by the Company

promptly after receipt of notice thereof given by the Executive;

(v) the failure by the Company or a subsidiary to continue in effect

any pension benefit or incentive or deferred compensation plan in which the

Executive participates immediately prior to any Potential Change in Control

which is material to the Executive's total compensation, unless an

equitable arrangement (embodied in an ongoing substitute or alternative

plan or arrangement) has been made with respect to such plan, or the

failure by the Company or a subsidiary to continue the Executive's

participation therein (or in such substitute or alternative plan or

arrangement) on a basis not materially less favorable, both in terms of the

amount of benefits provided and the level of the Executive's participation

relative to other participants, as existed at the time of the Potential

Change in Control;

(vi) the failure by the Company or a subsidiary to continue to provide

the Executive with health and welfare benefits substantially similar to

those enjoyed by the Executive under any of the Company's or a subsidiary's

retirement, life insurance, medical, health and accident, or disability or

similar plans in which the Executive was participating at the time of any

Potential Change in Control, the taking of any action by the Company or a

subsidiary which would directly or indirectly materially reduce any of such

benefits or deprive the Executive of any material fringe benefit enjoyed by

the Executive at the time of the Potential Change in Control, or the

failure by the Company or a subsidiary to provide the Executive with the

number of paid vacation days to which the Executive is entitled in

accordance with the Company or a subsidiary's normal vacation policy in

effect at the time of the Potential Change in Control;

(vii) any purported termination of the Executive's employment which is

not effected pursuant to a Notice of Termination satisfying the

requirements of Section 4.1; and/or

(viii) a termination by the Executive of his employment for any reason

during the Window Period.

1.7 "Person" shall have the meaning ascribed thereto in Section 3(a)(9) of

the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d)

thereof; provided, however, a Person shall not include (i) the Company or any of

its subsidiaries, (ii) a trustee or

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other fiduciary holding securities under an employee benefit plan of the Company

or any of its subsidiaries (in its capacity as such), (iii) an underwriter

temporarily holding securities pursuant to an offering of such securities, or

(iv) a corporation or other entity owned, directly or indirectly, by the

stockholders of the Company in substantially the same character and proportions

as their ownership of stock of the Company.

1.8 "Potential Change in Control" shall mean and be deemed to have occurred

if:

(i) the Company enters into an agreement the consummation of which

would result in the occurrence of a Change in Control;

(ii) the Board adopts a resolution to the effect that, for purposes of

this Agreement, a Potential Change in Control has occurred; and/or

(iii) any Person becomes, after the date hereof, the Beneficial Owner,

directly or indirectly, of securities of the Company representing twenty

five percent (25%) or more of the combined voting power of the Company's

then outstanding securities, or any Person increases such Person's

beneficial ownership of such securities by five (5) percentage points or

more over the percentage so owned by such Person on the date hereof.

1.9 "Voting Power" means securities entitled to vote generally in the

election of directors.

1.10 "Window Period" shall mean the thirteen (13) month period following a

Change in Control.

2. Term of this Agreement. This Agreement shall commence on the date hereof

and shall continue in effect as long as the Executive is employed by the

Company, provided, however, that if (i) a Change in Control shall have occurred

during the Executive's employment with the Company, this Agreement shall

continue in effect until the termination of the applicable Window Period, or

(ii) if a Potential Change in Control shall have occurred during the Executive's

employment with the Company, this Agreement shall continue in effect until one

(1) year after the Executive's termination of employment with the Company (the

"Term").

3. Severance Payments.

3.1 Severance. The Company shall pay the Executive the payments described

in Section 3.1.1 and 3.1.2 (the "Severance Payments") upon the termination of

the Executive's employment with the Company during the Window Period (including,

but not limited to, the Executive's termination of employment for Good Reason,

death or Disability), unless such termination is (i) by the Company for Cause,

or (ii) by the Executive without Good Reason. In addition, the Executive's

employment shall be deemed to have been terminated immediately following a

Change in Control by the Company without Cause or by the Executive for Good

Reason if (a) the Executive reasonably demonstrates that the Executive's

employment was terminated prior to a Change in Control without Cause (1) at the

request of a Person who has entered into an agreement with the Company the

consummation of which will constitute a

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Change in Control (or who has taken other steps reasonably calculated to effect

a Change in Control) or (2) otherwise in connection with, as a result of or in

anticipation of a Change in Control, (b) the