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Change In Control Agreement - Hain Celestial Group Inc.

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                           CHANGE IN CONTROL AGREEMENT


                  THIS CHANGE IN CONTROL  AGREEMENT dated as of _________,  2000
(this  "Agreement"),  is made by and between The Hain Celestial  Group,  Inc., a
Delaware  corporation  having its  principal  offices  at 50  Charles  Lindbergh
Boulevard,  Uniondale,  New York 11553 (the  "Company"),  and [Executive  Name],
[Executive Title] (the "Executive").

                  WHEREAS,  the  Company  considers  it  essential  to the  best
interests  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  in Section  1.4 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.

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                           1.2 [Intentionally Omitted]




                  1.3 "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 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.

                  1.4      "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  1.4(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 in Section 1.4(ii)  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 in Section 1.4(iii) below) that complies with clauses

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         (A), (B) and (C) of Section 1.4(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 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

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         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.

                  1.5 "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).

                  1.6  "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.

                  1.7 "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;


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                           (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;

                           (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

                                       21

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         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 last 30 days of the Window Period.

                  1.8  "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 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.

                  1.9      "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

                                       22

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         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.

                  1.10     "Voting Power" means securities entitled to vote
generally in the election of directors.

                  1.11     "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 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 Executive terminates his employment for Good Reason prior to
a  Change  in  Control  and  the  Executive  reasonably  demonstrates  that  the
circumstance(s)  or event(s) which  constitute  such Good Reason occurred (1) at
the request of such Person or (2) otherwise in  connection  with, as a result of
or in anticipation of a Change in

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Control,  or (c) the Executive dies or is terminated due to Disability,  in each
case,  after the occurrence of a Potential  Change in Control and related Change
in Control  actually occurs within one (1) year after the Date of Termination or
the date of death,  as the case may be. The  Executive's  right to terminate the
Executive's  employment for Good Reason shall not be affected by the Executive's
incapacity  due  to  physical  or  mental  illness.  The  Executive's  continued
employment  shall not constitute  consent to, or a waiver of rights with respect
to, any act or failure to act constituting Good Reason hereunder.


                           3.1.1  In  lieu  of  any  further  salary  and  bonus
         payments  to the  Executive  for  periods  subsequent  to the  Date  of
         Termination,  the  Company  shall pay to the  Executive  (i) a lump sum
         severance  payment in cash (or at the  Executive's  sole and  exclusive
         option  receive  such  amounts  as  salary   continuation   during  the
         applicable  periods  set forth  below),  equal to (x) two (2) times the
         highest Annual Base Salary paid or payable to the Executive  during the
         thirty-six (36) month period  immediately  preceding the month in which
         the Change in Control  occurs,  and (y) the  aggregate  of the  maximum
         bonuses  (as defined in the Annual  Incentive  Plan (a copy of which is
         attached  hereto as Exhibit A) or if no Plan is in effect,  the highest
         annual  amount paid or payable to the Executive  during the  thirty-six
         (36) month period  immediately  preceding the month in which the change
         in control  occurs)  which could have been earned,  vested or otherwise
         paid for the year in which the Change in Control  occurs (for  purposes
         herein,  the maximum  bonuses  shall  automatically  vest and be deemed
         earned in their  entirety  as if the  Executive  was  employed  for the
         entire applicable year period in which the Change in Control occurs and
         shall be  deemed  payable  to the  Executive  in full as of the Date of
         Termination),  and (ii) all unpaid accrued vacation through the Date of
         Termination  in accordance  with the  Company's  plans and practices in
         effect  immediately prior to the Change in Control,  provided that such
         unpaid  vacation  has been  accrued  on the  books and  records  of the
         Company prior to the Date of Termination.

                           3.1.2  After  the Date of  Termination,  the  Company
         shall  continue  to  provide  the  Executive   and/or  the  Executive's
         dependents, as the case may be, with (i) life, disability, accident and
         health insurance benefits ("Benefits  Coverage")  substantially similar
         to those  which the  Executive  and/or the  Executive's  dependents  is
         receiving  immediately prior to any related Potential Change in Control
         or the receipt of the Notice of Termination  (without  giving effect to
         any reduction

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         in such  benefits  subsequent  to a Change in Control  which  reduction
         constitutes  Good Reason),  whichever is greater,  until the earlier to
         occur of such time as the  Executive  is  provided  with  substantially
         comparable  Benefits  Coverage  with a new employer or twenty four (24)
         months;  (ii)  the  automobile  allowance,  gas  and  other  automobile
         benefits the Executive was receiving  immediately  prior to any related
         Potential Change in Control or the receipt of the Notice of Termination
         (without giving effect to any reduction in such benefits  subsequent to
         a Change in Control which reduction constitutes Good Reason), whichever
         is greater,  for a period of twelve (12) months; and (iii) outplacement
         services,  the scope and  provider  of which  shall be  selected by the
         Executive with the cost of such services and related  expenses borne by
         the Company,  subject to the submission of reasonable  documentation in
         accordance  with  the  Company's   standard  practice  to  substantiate
         expenses.

                           3.1.3 During the term of this  Agreement  and through
         the  period  of   twenty-four   (24)  months   following  the  Date  of
         Termination,  all  benefits  under any  pension  or  retirement  plans,
         employees stock ownership plan or any other plan or agreement  relating
         to retirement benefits  ("Retirement  Benefits") in which the Executive
         participates  shall continue to accrue to the  Executive,  crediting of
         service all  Retirement  Benefits  provided to the Executive as a fully
         vested  participant  under  any  such  plan or  agreement  relating  to
         retirement  benefits.  No contributions shall be required to be made by
         the  Executive  to  any  plan  providing  for  employee   contributions
         following the Date of Termination. To the extent that the amount of any
         Retirement  Benefits are or would be payable from a nonqualified  plan,
         the  Company  shall,  as  soon as  practicable  following  the  Date of
         Termination  (but in no event later than the 30th day after the Date of
         Termination), pay directly to the Executive in one lump sum, cash in an
         amount equal to the  additional  benefits that would have been provided
         had such  accrual or crediting  been taken into account in  calculating
         such Retirement Benefits.  Such lump sum payment shall be calculated as
         provided  in  the  relevant   plan  and,  in  the  case  of  a  defined
         contribution plan, shall include an amount equal to the gross amount of
         the maximum employer contributions.

                           3.1.4 Any  outstanding  options  to  purchase  common
         stock  of the  Company  held  by the  Executive  prior  to the  Date of
         Termination  under an  existing  stock  option plan  maintained  by the
         Company  shall  immediately  vest and  become  exerciseable  in full in
         accordance  with the terms and the provisions of the  applicable  stock
         option plan.

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                  3.2  Special  Reimbursement.  In the event that the  Executive
becomes  entitled to the Severance  Payments,  if any payment or benefit paid or
payable,  or received or to be  received,  by or on behalf of the  Executive  in
connection  with a Change  in  Control  or the  termination  of the  Executive's
employment,  whether any such  payments or benefits are pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with the Company, any
of its subsidiaries,  any Person, or otherwise (the "Total  Payments"),  will or
would be subject to the excise tax imposed  under  section 4999 of the Code (the
"Excise Tax"), the Company shall pay to the Executive an additional  amount (the
"Gross-Up  Payment")  such that  after  payment  by the  Executive  of all taxes
(including  any  interest or  penalties  imposed  with  respect to such  taxes),
including,  without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and any Excise Tax imposed upon or attributable to
the Gross-Up  Payment,  the Executive  retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Total Payments.

                           3.2.1 For purposes of determining  whether any of the
         Total Payments will be subject of the Excise Tax and the amount of such
         Excise  Tax,  (i) the Total  Payments  shall be treated  as  "parachute
         payments" within the meaning of section 280G(b)(2) of the Code, and all
         "excess parachute payments" within the meaning of section 280G(b)(1) of
         the Code shall be treated as subject to the Excise  Tax,  unless in the
         opinion of tax counsel  (delivered  to the  Executive)  selected by the
         Company and reasonably  acceptable to the Executive such Total Payments
         (in  whole  or in  part)  (a) do  not  constitute  parachute  payments,
         including  (without  limitation) by reason of section  280G(b)(4)(A) of
         the Code,  (b) such  excess  parachute  payments  (in whole or in part)
         represent  reasonable  compensation  for  services  actually  rendered,
         within the  meaning of section  280G(b)(4)(B)  of the Code,  or (c) are
         otherwise  not  subject  to the Excise  Tax,  and (ii) the value of any
         non-cash   benefits  or  any  deferred  payment  or  benefit  shall  be
         determined by the Company's independent auditors in accordance with the
         principles of sections 280G(d)(3) and (4) of the code.

                           3.2.2  In  the   event   that  the   Excise   Tax  is
         subsequently  determined  to be less than the amount taken into account
         hereunder at the time of termination of the Executive's employment, the
         Executive  shall repay to the  Company,  at the time that the amount of
         such reduction in Excise Tax is finally determined,  the portion of the
         Gross-Up Payment attributable to such reduction plus

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         interest  on the  amount  of such  repayment  at the rate  provided  in
         section  1274(b)(2)(B) of the Code. In the event that the Excise Tax is
         determined  to exceed the amount  taken into  account  hereunder at the
         time of the  termination of the  Executive's  employment  (including by
         reason of any  payment  the  existence  or  amount  of which  cannot be
         determined at the time of the Gross-Up Payment), the Company shall make
         an  additional  Gross-Up  Payment in respect of such  excess  (plus any
         interest,  penalties or additions payable by the Executive with respect
         to such  excess) at the time that the amount of such  excess is finally
         determined.  The  Executive  and  the  Company  shall  each  reasonably
         cooperate  with the  other in  connection  with any  administrative  or
         judicial  proceedings  concerning  the  existence or amount of any such
         subsequent  liability  for  Excise Tax with  respect  to the  Severance
         Payments.

                  3.3 Date of Payment. The payment provided for in Section 3.1.1
and Section  3.2 hereof  shall be made not later than the  fifteenth  (15th) day
following the Date of  Termination;  provided,  however,  that if the amounts of
such  payments  cannot be finally  determined on or before such day, the Company
shall pay to the Executive on such day an estimate,  as determined in good faith
by the Company, of the minimum amount of such payments to which the Executive is
likely to be entitled to and shall pay the remainder of such payments  (together
with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon
as the amount thereof can be determined but in no event later than the thirtieth
(30th)  day after the Date of  Termination.  In the event that the amount of the
estimated payments exceeds the amount subsequently  determined to have been due,
such excess shall constitute a loan by the Company to the Executive,  payable on
the fifth (5th) business day after demand by the Company (together with interest
at the rate  provided in section  1274(b)(2)(B)  of the Code).  At the time that
payments  are made under  this  Section  3.3,  the  Company  shall  provide  the
Executive with a detailed  written  statement  setting forth the manner in which
such payments were  calculated  and the basis for such  calculations  including,
without  limitation,  any opinions or other advice the Company has received from
outside counsel,  auditors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement).

                  3.4      Legal Costs.  The Company shall also reimburse the
Executive for all legal fees and expenses incurred in good faith by
the Executive as a result of any dispute with any party (including,
but not limited to, the Company and/or any affiliate of the
Company) regarding the payment of any benefit provided for in this

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Agreement (including, but not limited to, all such fees and expenses incurred in
disputing any  termination  or in seeking in good faith to obtain or enforce any
benefit or right provided by this Agreement or in connection  with any tax audit
or proceeding to the extent  attributable  to the application of Section 4999 of
the Code),  plus in each case interest on any delayed  payment at the applicable
Federal rate provided for in section  7872(f)(2)(A)  of the Code.  Such payments
shall be made within five (5) business  days after  delivery of the  Executive's
written  requests for payment  accompanied by such evidence of fees and expenses
incurred as the Company reasonably may require.

                  3.5 Employment Agreement.  The payment to the Executive of the
Severance Payments provided for in Section 3.1 shall be in lieu of any severance
payable to the Executive  under the terms of any other  employment  agreement in
effect on the Date of Termination. Except as provided in the preceding sentence,
this  Agreement is not  intended to and shall not modify or  supersede  any such
employment  agreement or other contract or arrangement between the Executive and
the Company in effect from time to time.

         4.       Termination Procedures and Compensation During Dispute.

                  4.1 Notice of  Termination.  Any purported  termination of the
Executive's  employment  with the Company (other than by reason of death) during
the Window Period shall be  communicated  by written Notice of Termination  from
one party hereto to the other party hereto in accordance  with Section 7 hereof.
For purposes of this Agreement,  a "Notice of  Termination"  shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall  set  forth in  reasonable  detail  the  facts and  circumstances
claimed to provide a basis for  termination of the  Executive's  employment with
the Company under the provision so indicated.  Further,  a Notice of Termination
for Cause is  required  to include a copy of a  resolution  duly  adopted by the
affirmative vote of not less than three-quarters  (3/4) of the entire membership
of the Board in the form and in the  manner  specified  in  Section  1.3 of this
Agreement.  For  purposes  of this  Agreement,  any  purported  termination  not
effected in accordance with the Section 4.1 shall not be considered effective.

                  4.2 Date of Termination.  "Date of Termination,"  with respect
to any purported  termination of the  Executive's  employment  during the Window
Period,  shall  mean  (i)  if  the  Executive's  employment  is  terminated  for
Disability,  fifteen (15) days after Notice of Termination is given, and (ii) if
the  Executive's  employment  is  terminated  for any  other  reason,  the  date
specified in the Notice of Termination (which, in the case of a termination

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<PAGE>



by the Company, shall not be less than thirty (30) days (except in the case of a
termination for Cause) and, in the case of a termination by the Executive, shall
not be less than fifteen (15) days nor more than thirty (30) days, respectively,
after the date on which such Notice of Termination is given).

                  4.3 Dispute  Concerning  Termination.  If within  fifteen (15)
days after any Notice of Termination is given,  or, if later,  prior to the Date
of  Termination  (as  determined  without regard to this Section 4.3), the party
receiving such Notice of Termination  notifies the other party in writing that a
dispute exists concerning the termination,  the Date of Termination shall be the
date on which the dispute is finally  resolved in  accordance  with Section 4.4;
provided, however, that the Date of Termination shall be extended by a notice of
dispute only if the basis for such notice is reasonable, such notice is given in
good faith and the party  giving such  notice  pursues  the  resolution  of such
dispute with reasonable diligence.

                  4.4 Alternative Dispute Resolution Including Arbitration. If a
dispute  arises  out of or  related  to  this  Agreement,  the  Company  and the
Executive   agree  that  they  shall  first  seek  to  resolve  any  dispute  by
negotiation.  If the dispute has not been resolved within thirty (30) days after
the date a party  hereto  provides  notice  of  dispute  to the  other  party in
accordance with Section 4.3, either party may initiate  mediation of the dispute
by sending the other party a written  request  dispute be mediated.  The parties
shall mediate the dispute before a neutral,  third party mediator (if a mutually
agreeable mediator cannot be identified,  one shall be appointed by the American
Arbitration Association) selected by the mutual agreement of both parties within
thirty (30) days after the date of written request for mediation. If the dispute
or within  dispute  has not been  resolved  within  sixty  (60)  days  after the
original  notice of a dispute or within  thirty  (30) days after the date of the
request for mediation,  whichever is the later, then either party may proceed to
binding  arbitration  before a panel of three independent  arbitrators  selected
from a list made available by the American Arbitration Association. The mediator
shall not serve as an  arbitrator.  The  arbitration  shall be  governed  by the
current  arbitration  rules  of  the  American  Arbitration  Association  or its
successors.  Any mediation or arbitration commenced pursuant to this Section 4.4
shall  be  conducted  in  the   metropolitan   area  of  New  York,   New  York.
Notwithstanding  any provisions in such rules to the contrary,  the  arbitrators
shall issue  findings of fact and  conclusions  of law, and an award,  within 15
days of the date of the hearing unless the parties otherwise agree.


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<PAGE>



                  4.5 Compensation  During Dispute.  If a purported  termination
occurs during the Window Period,  and such termination is disputed in accordance
with Section 4.3 above, the Company shall continue to pay the Executive the full
compensation  (including without limitation Annual Base Salary and Target Bonus)
in effect at the time of any  related  Potential  Change in  Control or when the
notice giving rise to the dispute was given  (whichever is greater) and continue
the  Executive as a  participant  in all  compensation,  incentive,  pension and
welfare benefit and insurance plans in which the Executive was  participating at
the time of any  Potential  Change in Control or when the notice  giving rise to
the  dispute  was given,  whichever  is  greater,  until the  dispute is finally
resolved in accordance with Sections 4.3 and 4.4 hereof. Amounts paid under this
Section 4.5 are in addition to all other  amounts due under this  Agreement  and
shall not be offset against or reduce any other amounts due under this Agreement
or any other plan, agreement or arrangement.

                  5. No Mitigation.  The Company agrees that, if the Executive's
employment is terminated during the Window Period, the Executive is not required
to seek other  employment or to attempt in any way to reduce any amounts payable
to the Executive by the Company  pursuant to Section 3 or Section 4.5.  Further,
the amount of any  payment or benefit  provided  for in Section 3 or Section 4.5
shall not be reduced by any compensation  earned by the Executive as a result of
employment by another employer,  by retirement  benefits,  or offset against any
amount  claimed  to be  owed  by  the  Executive  to the  Company  or any of its
subsidiaries, or otherwise.

                  6.       Successors; Binding Agreement.

                           6.1      Successors.  In addition to any obligations
imposed by law upon any  successor to the Company,  the Company will require any
successor  (whether direct or indirect,  by purchase,  merger,  consolidation or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company to  expressly  assume and agree to perform  this  Agreement  in the same
manner and to the same extent  that the Company  would be required to perform it
if no such  succession  had taken  place.  Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall
be a breach of this  Agreement and shall  entitle the Executive to  compensation
from the Company in the same amount and on the same terms as the Executive would
be entitled to hereunder if the  Executive  were to  terminate  the  Executive's
employment for Good Reason during the Window  Period,  except that, for purposes
of implementing  the foregoing,  the date on which any such  succession  becomes
effective shall be deemed the Date of Termination.

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<PAGE>



     6.2 Binding Agreement.  This Agreement shall inure to the benefit of and be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If the
Executive  shall die while any amount  would  still be payable to the  Executive
hereunder (other than amounts which, by their terms, terminate upon the death of
the Executive) if the Executive had continued to live, all such amounts,  unless
otherwise  provided  herein,  shall be paid in accordance  with the term of this
Agreement to the executors,  personal  representatives  or administrators of the
Executive's estate.

                  7. Notices. For the purpose of this Agreement, notices and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be  deemed  to have been duly  given  when  delivered  or mailed by United
States certified mail, return receipt requested,  postage prepaid,  addressed to
the  respective  addresses  set forth below,  or to such other address as either
party may have furnished to the other in writing in accordance herewith,  except
that notice of change of address shall be effective only upon actual receipt:

                           To the Company:
                           Irwin D. Simon
                           The Hain Celestial Group, Inc.
                           50 Charles Lindbergh Blvd.
                           Uniondale, New York 11553
                           Attention:  Chairman of the Board and
                                              Chief Executive Officer

                           With a copy to:
                           Roger Meltzer, Esq.
                           Cahill, Gordon & Reindel
                           80 Pine Street
                           New York, New York 10005

                           To the Executive:
                           [Executive Name]
                            Address



                  8.       Miscellaneous.  No provision of this Agreement may
be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by the Executive
and such officer as may be specifically designated by the Board.
No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or

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<PAGE>



provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the  laws of the  State of  Delaware  without  regard  to the  principles  of
conflict of laws thereof.  All references to sections of the Exchange Act or the
Code shall be deemed also to refer to and include any  successor  provisions  to
such  sections.  Any payments  provided for  hereunder  shall be paid net of any
applicable  withholding  required  under  federal,  state or  local  law and any
additional  withholding  to which the  Executive  has  agreed.  The  rights  and
obligations of the Company and the Executive  under this Agreement shall survive
the expiration of the Term.


         9.       Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.

         10.      Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.

         11. No Limitation. Nothing in this Agreement shall prevent or limit the
Executive's  continuing or future participation in any plan, program,  policy or
practice  provided by the  Company or any of its  affiliated  companies  and for
which the Executive may qualify,  nor shall  anything  herein limit or otherwise
affect  such  rights as the  Executive  may have  under any  other  contract  or
agreement with the Company or any of its affiliated companies. Amounts which are
vested  benefits or which the  Executive is otherwise  entitled to receive under
any plan,  policy,  practice or program of or any contract or agreement with the
Company  or any of its  affiliated  companies  at or  subsequent  to the Date of
Termination shall be payable in accordance with such plan,  policy,  practice or
program  or  contract  or  agreement  except  as  explicitly  modified  by  this
Agreement.

         12.      Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
without regard to the conflicts of law provisions thereof.

                  IN WITNESS WHEREOF, the parties hereto have executed this

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<PAGE>



Agreement as of the date and year first written above.

                                            THE HAIN CELESTIAL GROUP, INC.

                                            By: /s/Irwin D. Simon
                                               ------------------------------
                                            Name:  Irwin D. Simon
                                            Title: President & Chief Executive
                                                   Officer


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