Exhibit 10.2

SMART BALANCE, INC.
CHANGE OF CONTROL AGREEMENT

        This Agreement (the “Agreement”) is made and entered into as of SAMPLE (the “Effective Date”) by and between Smart Balance, Inc., a Delaware corporation (the “Company”), and SAMPLE (“Employee”).

Recitals

        A.     The Employee is a key employee of the Company;

        B.     The Company believes that the threat or occurrence of, or negotiation or other event or action that could lead to, a Change of Control (as hereinafter defined) could result in the departure or distraction of key personnel to the detriment of the Company and its stockholders;

        C.     The Board of Directors of the Company (“Board”) has determined that it is essential and in the best interest of the Company and its stockholders to retain the services of the Employee and to ensure the Employee’s continued dedication and efforts, without undue distraction or concern, in the face of a potential Change of Control; and

        D.     The Company and Executive are entering into this Agreement to provide certain incentives and protections to the Employee against the exigencies of a Change of Control.

Agreement

        In consideration of the respective agreements of the parties contained herein, it is hereby agreed as follows:

        1.     Term of Agreement . This Agreement shall commence as of the Effective Date and shall continue in effect until the thirty-first (31st) day of December in the year in which the Effective Date occurred (the “Expiration Date”); provided, however, that commencing on the Expiration Date and on each anniversary of the Expiration Date thereafter, the term of this Agreement shall automatically be extended for one (1) year following such date unless the Company or the Employee shall have provided written notice to the other at least ninety (90) days prior to such date that the term of this Agreement shall not be so extended; and provided, further, that, notwithstanding the foregoing, in the event of the occurrence of a Change of Control during the term of this Agreement as extended, the term of this Agreement shall automatically be extended to cover, and the Agreement shall not expire during, the twenty-four (24) month period immediately following the occurrence of a Change of Control, but may expire on the first day following such twenty-four (24) month period if a notice not to extend the term of this Agreement is timely provided at least ninety (90) days prior to the Expiration Date or an anniversary thereof, as applicable, as set forth herein.

        2.     Definitions .

                (a)     Accrued Compensation . “Accrued Compensation” means an amount which shall include all amounts earned, accrued, payable to or awarded through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (a) base salary, (b) reimbursement for reasonable and necessary expenses incurred by the Employee on behalf of the Company during the period ending on the Termination Date, (c) accrued but unused vacation pay, and (d) bonuses, commissions and incentive compensation (other than the Target Bonus (as hereinafter defined)). References to Accrued Compensation under this Agreement shall not obligate the Company to pay such amounts twice (e.g., under this Agreement and under another agreement or obligation) and such references are meant only to clarify obligations outside the scope of this Agreement and not to create additional rights hereunder.

                (b)     Base Amount . “Base Amount” means SAMPLE times the greater of the Employee’s annual base salary (a) at the rate in effect on the Termination Date or (b) at the highest rate in effect at any time during the ninety (90) day period prior to the applicable Change of Control, and shall include all amounts of base salary that are deferred under the employee benefit plans of the Company or any other agreement or arrangement.

                (c)     Bonus Amount . “Bonus Amount” means SAMPLE of the greater of (i) the Employee’s Target Bonus Amount as in effect on the Termination Date, (ii) the actual bonus amount earned by the Employee under the Company’s Financial Performance Incentive Program for the fiscal year prior to the fiscal year in which the Termination Date occurs or (iii) the actual bonus amount earned by the Employee under the Company’s Financial Performance Incentive Program for the fiscal year in which the Termination Date occurs.

                (d)     Board . “Board” means the Board of Directors of the Company as from time to time constituted.

                (e)     Cause . “Cause” means with respect to the Employee any of the following as determined by the Board, in its sole discretion, (a) fraud or intentional misrepresentation, (b) embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Company Entity, (c) acts or omissions that are in bad faith or constitute gross negligence, or willful or reckless misconduct, or (d) conviction, plea of guilty or nolo contendere , or judicial determination of civil liability, based on a federal or state felony or serious criminal or civil offense.

                (f)     Change of Control . “Change of Control” means the occurrence of any of the following: events with respect to the Company:

                (i)     any Person (other than an Exempt Person) acquires securities of the Company representing fifty percent (50 percent) or more of the combined voting power of the Company’s then outstanding voting securities;

                (ii)     any Person acquires, during the twelve (12) month period ending on the date of the most recent acquisition, securities of Company representing thirty percent (30) percent of Company’s then outstanding voting securities;

                (iii)     a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board serving immediately prior to such appointment or election; or

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                (iv)     any Person, during the twelve (12) month period ending on the date of the most recent acquisition, acquires assets of Company having a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of Company’s assets immediately before such acquisition or acquisitions;

but only if the applicable transaction otherwise constitutes a “change in control event” for purposes of Section 409A of the Code and Treas. Reg. §1.409A-3(i)(5).

                (g)     Company . “Company” means Smart Balance, Inc., a corporation organized under the laws of the State of Delaware.

                (h)     Company Entity . “Company Entity” means any other entities that along with the Company is considered a single employer pursuant to Section 414(b) or (c) of the Code and the Treasury regulations promulgated thereunder, determined by applying the phrase “at least 50 percent” in place of the phrase “at least 80 percent” each place it appears in such Treasury regulations or Section 1563(a) of the Code. The term “Company Entity” shall also include any entity so designated by the Board for legitimate business reasons in which the Company holds a controlling interest under Treas. Reg. § 1.414(c)-2(b)(2)(i), determined by applying the phrase “at least 20%” in the place of the phrase “at least 80 percent” each place it appears in such Treasury Regulation or Section 1563(a) of the Code.

                (i)     Disability . “Disability” means the Employee’s inability to perform any material portion of his or her assigned duties and responsibilities, with or without accommodation, due to a mental or physical condition that is expected to last indefinitely.

                (j)     Exempt Person . “Exempt Person” means (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company in such capacity, (b) a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (c) any Person beneficial stockholder or group, as defined by Rule 13d-5 of the Exchange Act, which holds as of the date hereof securities possessing more than twenty-five percent (25%) of the total combined voting power of the Company’s outstanding securities.

                (k)     Good Reason . “ Good Reason ” means any one or more of the following conditions, but only if (x) such condition was not consented to by the Employee in advance or subsequently ratified by the Employee in writing, (y) such condition remains in effect thirty (30) days after the Employee gives written notice to the Board of the Employee’s intention to terminate his or her employment for Good Reason, which notice specifically identifies such condition, and (z) the Employee gives the notice referred to in (y) above within ninety (90) days of the initial existence of such condition:

                (i)     any material diminution of the Employee’s authority, duties or responsibilities;

                (ii)     any material diminution in the authority, duties, or responsibilities of the officer to whom the Employee is required to report, including the requirement that the Employee report to a corporate officer or employee rather than reporting to the Board of Directors of the Company.

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                (iii)     a material diminution of the Employee’s base compensation;

                (iv)     a material diminution in the budget over which the Employee retains authority;

                (v)     a material change in the geographic location at which the Employee must perform the Employee’s duties and responsibilities.; or

                (vi)     any other action or inaction by the Company that constitutes a material breach of this Agreement or any other agreement pursuant to which the Employee provides services to the Company.

                In determining whether the Employee has grounds to terminate employment for Good Reason, the Employee’s assertion of the existence of Good Reason shall be assumed correct unless the Company establishes by clear and convincing evidence that Good Reason does not exist.

                (l)     Person. “Person” means a “person” as used in Sections 3(a)(9) and 13(d) of the Exchange Act or any group of Persons acting in concert that would be considered “persons acting as a group” within the meaning of Treasury Regulation §1.409A-3(i)(5).

                (m)     Separation From Service . “Separation from Service” means the termination of the Employee’s employment with the Company and all Company Entities, provided that, notwithstanding such termination of the employment relationship between the Employee and the Company and all Company Entities, the Employee shall not be deemed to have had a Separation from Service where it is reasonably anticipated that the level of bona fide services that the Employee will perform (whether as an employee or independent contractor) for the Company and all Company Entities following such termination would be twenty percent (20%) or more of the average level of bona fide services performed by the Employee (whether as an employee or independent contractor) for the Company and all Company Entities over the immediately preceding thirty-six (36) month period (or such lesser period of actual service). In such event, Separation from Service shall mean the permanent reduction of the level of bona fide services to be performed by the Employee (whether as an employee or independent contractor) to a level that is less than twenty percent (20%) of the average level of bona fide services performed by the Employee (whether as an employee or independent contractor) during the thirty-six (36) month period (or such lesser period of actual service) immediately prior to the termination of the Employee’s employment relationship. A Separation from Service shall not be deemed to have occurred if the Employee is absent from active employment due to military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed the greater of (i) six months or (ii) the period during which the Employee’s right to reemployment by the Company or any Company Entity is provided either by statute or contract.

                (n)     Specified Employee “Specified Employee” means an employee of the Company or any Company Entity who is a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code and Treas. Reg. §1.409A-1(i). If the Employee is a key Employee as of the applicable identification date, the Employee shall be treated as a Specified Employee for the 12-month period beginning on the first day of the fourth month following such identification date. The applicable identification date for purposes of this Agreement shall be September 30 of each year.

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                (o)     Target Bonus Amount . “Target Bonus Amount” means with respect to the Employee for the fiscal year during which the Employee’s employment terminated SAMPLE of the greater of the Employee’s annual base salary (i) as in effect immediately prior to the Termination Date or (ii) at the highest rate in effect at any time during the ninety (90) day period immediately prior to the applicable Change in Control.

                (p)     Termination Date . For purposes of this Agreement, “Termination Date” shall mean (a) in the case of Employee’s death, Employee’s date of death, (b) in the case of Good Reason, the last day of Employee’s employment and, (c) in all other cases, the date specified in the Notice of Termination; provided , that if Employee’s employment is to be terminated by the Company due to Disability, such employment shall not be terminated if Employee returns to the full-time performance of his or her material duties prior to the date specified in the Notice of Termination.

        3.     Termination of Employment . If, during the term of this Agreement and within twenty-four (24) months following a Change of Control, Employee’s employment with the Company and all Company Entities terminates, and conditioned upon and subject to Employee’s execution of a release agreement referred to in Section 15 hereof, Employee shall be entitled to the following compensation and benefits following such termination:

                (a)     If Employee’s employment with the Company and all Company Entities is terminated for Cause or by Employee other than for Good Reason, the Company shall pay to Employee only the Accrued Compensation.

                (b)     If Employee’s employment with the Company is terminated due to death or Disability, then the Company shall pay to Employee the Accrued Compensation and the Target Bonus Amount.

                (c)     If Employee’s employment with the Company shall be terminated for any reason other than as specified in Sections 3(a) and 3(b) hereof, Employee shall be entitled to the following:

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            &n