Exhibit 10.2
VOTING AND SUPPORT AGREEMENT
VOTING AND
SUPPORT AGREEMENT dated as of August 23, 2005 between The Hain
Celestial Group, Inc., a Delaware
corporation ("Parent"), and Jethren Phillips
(the "Shareholder"), a shareholder of
Spectrum Organic Products, Inc., a
California corporation (the "Company").
WHEREAS, Parent
and the Company propose to enter into an Agreement and Plan
of Merger dated as of the date hereof (as
the same may be amended or
supplemented, the "Merger Agreement"; terms
used but not defined herein shall
have the respective meanings set forth in
the Merger Agreement) providing for,
among other things, the merger of the
Company with and into a California limited
liability company that is a wholly owned
subsidiary of Parent ("Parent
Subsidiary"), upon the terms and subject to
the conditions set forth in the
Merger Agreement;
WHEREAS, as of the
date hereof, Shareholder owns the number of Company
Shares set forth on Appendix A hereto (of
record or beneficially) (such Company
Shares being referred to herein as the
"Original Shares"; the Original Shares,
together with any other shares of capital
stock of the Company or other voting
securities of the Company acquired (of
record or beneficially) by Shareholder
after the date hereof and during the term
of this Agreement (including through
the exercise of any stock options or other
securities convertible into voting
stock), being collectively referred to
herein as the "Subject Shares"); and
WHEREAS, as a
condition to its willingness to enter into the Merger
Agreement, Parent has required that
Shareholder enter into this Agreement;
NOW, THEREFORE,
in consideration of the foregoing and the representations,
warranties, covenants and agreements set
forth herein and in the Merger
Agreement, the parties hereto agree as
follows:
ARTICLE 1
AGREEMENT TO VOTE
Section 1.01.
Voting. Shareholder hereby agrees that during the time this
Agreement is in effect Shareholder shall
(or shall cause the relevant record
holder(s) to), in connection with any
meeting or action by written consent of
the shareholders of the Company: (a) vote
his Voting Shares (as defined below)
in favor of adoption of the Merger
Agreement; (b) vote his Voting Shares against
any action or agreement that could
reasonably be expected to result in a breach
of any representation, warranty, covenant
or agreement of the Company under the
Merger Agreement; and (c) vote his Voting
Shares against any action or agreement
that could reasonably be expected to
prevent, impede, interfere with, delay or
postpone the consummation of the Merger,
including, without limitation any (i)
Takeover Proposal, (ii) reorganization,
recapitalization, liquidation or
winding-up of the Company or any other
extraordinary transaction involving the
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Company, (iii) corporate action the
consummation of which would frustrate the
purposes, or prevent or delay the
consummation, of the transactions contemplated
by the Merger Agreement, (iv) material
change in the policies or management of
the Company, (v) election of new members to
the board of directors of the
Company, (vi) material change in the
present capitalization or dividend policy
of the Company or any amendment or other
change to the Company's Articles of
Incorporation or Bylaws, (vii) other
material change in the Company's corporate
structure or business or (vii) other matter
relating to, or in connection with,
any of the foregoing matters. For purposes
of this Agreement, "Voting Shares"
shall mean 18,577,877 Company Shares plus
that number of additional Subject
Shares necessary to represent an aggregate
of 40% of all Company Shares eligible
to vote or act by written consent at the
record date.
Section 1.02.
Grant Of Irrevocable Proxy. (a) Shareholder hereby grants to
Parent, and to each officer of Parent, a
proxy to vote his Voting Shares as
indicated in Section 1.01. Shareholder
intends this proxy to be, and this proxy
is, irrevocable and coupled with an
interest and Shareholder will immediately
take such further action or execute such
other instruments as may be necessary
to effectuate the intent of this proxy and
hereby revokes any proxy previously
granted by him with respect to his Voting
Shares. Such irrevocable proxy is
executed and intended to be irrevocable in
accordance with California law. The
irrevocable proxy granted in this Section
1.02 shall expire in accordance with
Section 5.14 hereof.
(b) Shareholder represents that any proxies heretofore given in
respect of the Voting Shares are not
irrevocable, and that any such proxies are
hereby revoked.
(c) Shareholder understands and acknowledges that Parent is
entering
into the Merger Agreement in reliance upon
Shareholder's execution and delivery
of this Agreement.
Section 1.03.
Capacity. By executing and delivering this Agreement,
Shareholder makes no agreement or
understanding herein in his capacity or
actions as a director, officer or employee
of the Company or any subsidiary of
the Company. Shareholder is signing and
entering into this Agreement solely in
his capacity as the beneficial owner of his
Subject Shares, and nothing herein
shall limit or affect in any way any
actions that may be hereafter taken by him
in his capacity as an employee, officer or
director of the Company or any
subsidiary of the Company.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER
Shareholder
represents and warrants to Parent as follows:
Section 2.01.
Ownership Of Original Shares. Shareholder is the beneficial
owner of, and has good and marketable title
to, the number of Original Shares
set forth on Appendix A hereto, free and
clear of any Liens. As of the date
hereof, Shareholder does not own (of record
or beneficially) any shares of
capital stock of the Company other than his
Original Shares. Shareholder has the
sole right to Transfer (as defined below)
and direct the voting of his Original
Shares, and none of his Original Shares is
subject to any voting trust or other
agreement, arrangement or restriction with
respect to the Transfer or the voting
of the Original Shares, except as set forth
in this Agreement.
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Section 2.02.
Power; Binding Agreement. Shareholder has the legal capacity,
power and authority to enter into and
perform all of his obligations under this
Agreement. The execution, delivery and
performance of this Agreement by
Shareholder will not violate any other
agreement to which Shareholder is a party
including, without limitation, any voting
agreement, shareholders agreement or
voting trust. This Agreement has been duly
and validly executed and delivered by
Shareholder and constitutes a valid and
binding agreement of Shareholder,
enforceable against Shareholder in
accordance with its terms.
Section 2.03. No
Conflicts. No authorization, consent or approval of, or
filing with, any court or any public body
or authority is necessary for the
consummation by Shareholder of the
transactions contemplated by this Agreement.
The execution, delivery and performance of
this Agreement and the consummation
of the transactions contemplated hereby
will not constitute a breach, violation
or default (or any event which, with notice
or lapse of time or both, would
constitute a default) under, or result in
the termination of, or accelerate the
performance required by, or result in a
right of termination or acceleration
under, or result in the creation of any
Lien upon any of the Subject Shares or
other properties or assets of Shareholder
under, any note, bond, mortgage,
indenture, deed of trust, license, lease,
agreement or other instrument to which
Shareholder is a party or by which the
Subject Shares or Shareholder's other
properties or assets are bound.
Section 2.04.
Finder's Fees. No broker, investment banker, financial
advisor or other Person is entitled to any
broker's, finder's, financial
advisor's or other similar fee or
commission in connection with the transactions
contemplated hereby based upon arrangements
made by or on behalf of Shareholder.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PARENT
Parent
represents and warrants to Shareholder as follows:
Section 3.01.
Power; Binding Agreement. Parent has the legal capacity,
power and authority to enter into and
perform all of its obligations under this
Agreement. This Agreement has been duly and
validly executed and delivered by
Parent and constitutes a valid and binding
agreement of Parent, enforceable
against Parent in accordance with its
terms.
ARTICLE 4
COVENANTS OF SHAREHOLDER
Section 4.01.
Covenants of Shareholder. Shareh
