Sample Business Contracts

Employment Agreement - Hain Celestial Group Inc. and Irwin D. Simon

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT,  dated as of July 1, 2000,  by and  between The Hain
Celestial Group,  Inc., a Delaware  corporation  (the  "Company"),  and Irwin D.
Simon ("Executive").

                              W I T N E S S E T H:

     WHEREAS,  the Company desires that Executive continue to serve as President
and Chief Executive  Officer of the Company and Executive is willing to continue
to serve; and

     WHEREAS,  the  Company  and  Executive  wish to  enter  into  an  agreement
embodying the terms of his employment as President and Chief  Executive  Officer
(the "Agreement").

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
the Company and Executive hereby agree as follows:

     1.  Employment.  Upon the  terms  and  subject  to the  conditions  of this
Agreement,  the  Company  hereby  agrees to  continue  to employ  Executive  and
Executive  hereby  agrees to continue his  employment  by the Company  until the
third anniversary of the date set forth above (the "Initial Term"). In addition,
on or after  April 1,  2001, the Executive and the Company may mutually agree in
writing  to  extend  the term of this  Agreement  for one  additional  year (the
"Extended Term"). The period during which Executive is employed pursuant to this
Agreement shall be referred to as the "Employment Period."

     2. Position,  Duties and Location.  During the Employment Period, Executive
shall serve as President and Chief Executive Officer of the Company and shall be
nominated for election,  and if so elected shall continue to serve,  as Chairman
of the Board of Directors of the Company (the "Board").  In addition,  Executive
shall  serve in such  other  position  or  positions  with the  Company  and its
subsidiaries  commensurate  with his position and  experience as the Board shall
from time to time specify.  During the Employment  Period,  Executive shall have
the duties, responsibilities and obligations customarily assigned to individuals
serving as the president and chief  executive  officer of comparable  companies,
and such other duties,  responsibilities  and  obligations  consistent with such
positions as the Board shall from time to time  specify.  During the  Employment
Period,  the Executive will be the most senior executive to report to the Board.
Executive  shall devote his full business  time to the services  required of him
hereunder,  except for vacation  time and  reasonable  periods of absence due to
sickness,  personal  injury or other  disability,  and  shall  use  commercially
reasonable  efforts to perform  such  services  in a manner  consonant  with the
duties of his position and to improve and advance the business and  interests of
the Company and its  subsidiaries.  Nothing  contained in this  Section 2  shall
preclude  Executive  from  (i) serving on the board of directors of any business
corporation,   unless  such  service  would  be  contrary  to  applicable   law,
(ii) serving  on the board of directors  of, or working for, any  charitable  or
community  organization  or  (iii) pursuing  his  personal  financial  and legal
affairs,  so long as  such  activities,  individually  or  collectively,  do not
interfere with the performance of Executive's duties hereunder or violate any of
the provisions of Section 6 hereof.  Executive's place of employment shall be at
the Company's principal executive office in Uniondale, New York.

     3. Compensation.

     (a) Base Salary.  The Company shall pay Executive a base salary for each of
the Company's fiscal years during the Employment  Period at the following annual

               For the Fiscal Year Ending            Amount

            June 30, 2001                           $460,000
            June 30, 2002                           $520,000
            June 30, 2003                           $600,000
            June 30, 2004 (if this agreement is     $650,000
            extended under Section 1)

     The Board (or the appropriate committee of the Board) shall annually review
Executive's  base salary in light of  competitive  practices,  the base salaries
paid to other executive officers of the Company and the performance of Executive
and the Company,  and may, in its  discretion,  increase such base salary by any
additional amount it determines to be appropriate;  provided,  however, any such
increase  shall  not  reduce  or  limit  any  other  obligation  of the  Company
hereunder.  Executive's  base salary (as set forth or as may be  increased  from
time to time) shall not be  reduced.  Executive's  annual  base  salary  payable
hereunder,  as it may be  increased  from time to time is  referred to herein as
"Base  Salary." The Company  shall pay  Executive  his Base Salary in accordance
with the normal payroll practices of the Company for its executive officers.

     (b) Annual  Bonus.  For each  calendar  year ending  during the  Employment
Period,  Executive shall be eligible to receive an annual bonus,  payable in the
form of  cash or  otherwise,  as may be  determined  as set  forth  below  to be
commensurate with the Company's and/or Executive's performance.

     For the fiscal year ending June 30, 2001, Executive's annual bonus shall be
determined  by the  Compensation  Committee  of  the  Board  (the  "Compensation
Committee") based on the Executive's and the Company's  performance  during such
fiscal year.

     For  each  subsequent  fiscal  year  during  the  term of  this  Agreement,
Executive's  performance  objectives will be based on a weighted  average of 50%
gross revenue growth and 50% earnings per share growth.  Executive's performance
objectives  for each such  fiscal  year will be a 12%  increase,  in the case of
gross revenue,  and a 20% increase,  in the case of earnings per share, over the
gross revenue and earnings per share actually achieved by the Company during the
immediately preceding fiscal year. Based on these objectives, Executive's annual
bonus will be allocated as follows:

         Objectives                    Bonus (as a % of Base Salary)
         Exceed by 10%                 200%
         Exceed by less than 10%       pro rata between 100% and 200%
         Meet objectives               100%
         Miss by less than 10%         pro rata between 50% and 100%
         Miss by 10%                   50%
         Miss by greater than 10%      No bonus

     Notwithstanding the foregoing, in the case that the Company enters into any
acquisition or other business transactions during the Employment Period with the
prior  approval  of the Board  that,  in the  Executive's  reasonable  judgment,
materially affects the Executive's ability to achieve the foregoing  performance
objectives, the Executive may request that the Compensation Committee review his
performance  objectives.  Following such review, the Compensation  Committee may
make any appropriate  modifications  to the Executive's  performance  objectives
that  it  deems  necessary  to  cause  such  performance  objectives  to  remain
consistent with those contemplated in this Section 3(b).

     (c) Options.

     (i) On or before July 31, 2000,  in  recognition  of services  performed by
Executive during the fiscal year ended June 30, 2000, Executive shall be granted
options  exercisable  for 300,000  shares of the  Company's  common  stock at an
exercise price of the market price on the date of grant under the Company's 1994
Stock Incentive and Award Plan or any substantially  similar plan adopted by the
Company from time to time (the "Plan"). The date of grant shall be determined by
the Executive and the Board and the options will vest immediately.

     (ii)  On or  before  July  31st  of each of the  fiscal  years  during  the
Employment  Period  (including the fiscal year ending June 30, 2001),  including
the  Extended  Term in the event this  Agreement  is extended  under  Section 1,
Executive  shall be  granted  options  exercisable  for  300,000  shares  of the
Company's  common stock at an exercise  price of the market price at the date of
grant under the Plan. The date of grant shall be determined by the Executive and
the Board and the options will vest immediately.

     4. Benefits, Perquisites and Expenses.

     (a) Benefits.  During the Employment Period, Executive shall be eligible to
participate  in (i) each welfare  benefit plan  sponsored or  maintained  by the
Company,  including,  without  limitation,  each  group  life,  hospitalization,
medical,  dental,  health,  accident or disability  insurance or similar plan or
program  of  the  Company,   and  (ii)  each   pension,   retirement,   deferred
compensation, savings or employee stock purchase plan sponsored or maintained by
the Company, and (iii) to the extent of any awards made from time to time by the
Board committee  administering  the plan, each stock option,  restricted  stock,
stock bonus or similar equity-based compensation plan sponsored or maintained by
the Company, in each case, whether now existing or established hereafter, to the
extent that  Executive  is eligible  to  participate  in any such plan under the
generally  applicable  provisions  thereof.  Nothing in this  Section 4(a) shall
limit the Company's right to amend or terminate any such plan in accordance with
the procedures set forth therein.

     (b) Perquisites.  During the Employment Period, Executive shall be entitled
to at least four weeks' paid vacation annually, shall be entitled to observe all
Jewish  holidays and shall also be entitled to receive such  perquisites  as are
generally  provided  to  other  senior  executive  officers  of the  Company  in
accordance  with  the  then  current  policies  and  practices  of the  Company.
Executive's  unused  vacation days may not be accumulated and carried forward to
following years, but at the end of each calendar year Executive shall be paid in
cash for all unused vacation days. During the Employment Period, Executive shall
receive an  automobile  allowance  of not less than  $800.00 per month,  and the
Company shall pay insurance premiums in respect of the automobile with liability
limits not less than $1 million/$3 million.

     (c) Business Expenses.  During the Employment Period, the Company shall pay
or reimburse Executive for all reasonable expenses incurred or paid by Executive
in the performance of Executive's duties hereunder, upon presentation of expense
statements or vouchers and such other information as the Company may require and
in  accordance  with the  generally  applicable  policies and  procedures of the

     (d)  Indemnification.  During the  Employment  Period,  the  Company  shall
indemnify Executive and hold Executive harmless from and against any claim, loss
or cause of action arising from or out of Executive's performance as an officer,
director or employee of the Company or any of its  subsidiaries  or in any other
capacity,  including any fiduciary  capacity,  in which Executive  serves at the
request of the Company to the maximum extent permitted by applicable law and the
Company's Amended and Restated Certificate of Incorporation and By-Laws.

     5. Termination of Employment.

     (a) Early Termination of the Employment Period.  Notwithstanding Section 1,
the Employment  Period shall end upon the earliest to occur of (i) a termination
of Executive's  employment on account of Executive's  death,  (ii) a termination
due to Executive's  Disability,  (iii) Termination for Cause, (iv) a Termination
Without Cause,  (v) a  Termination  for Good Reason or (vi)  Termination Not for
Good Reason.

     (b)  Benefits  Payable  Upon Early  Termination.  Following  the end of the
Employment Period pursuant to Section 5(a),  or following a Change of Control of
the Company  after which the  Executive  remains  employed by the Company or its
successor under the terms of this Agreement,  Executive (or, in the event of his
death,  his surviving  spouse,  if any, or his estate) shall be paid the type or
types  of  compensation,  without  duplication,  determined  to  be  payable  in
accordance  with  the  following  table at the  times  established  pursuant  to
Section 5(c):

                                                        Additional    Severance
                       Earned Salary  Vested Benefits   Benefits      Benefits
Termination due to     Payable        Payable          Available     Not payable
Termination due to     Payable        Payable          Available     Not payable
Termination for Cause  Payable        Payable          Not available Not payable
Termination for Good   Payable        Payable          Available       Payable
Termination Without    Payable        Payable          Available       Payable
Termination Not for    Payable        Payable          Not available Not payable
Good Reason
Change of Control of   Not payable    Not payable      Not available   Payable
the Company (without

     (c) Timing of  Payments.  Earned  Salary  shall be paid in cash in a single
lump sum as soon as  practicable,  but in no event more than 10 days,  following
the end of the Employment Period. Vested Benefits shall be payable in accordance
with the terms of the plan,  policy,  practice,  program,  contract or agreement
under which such  benefits  have been  awarded or accrued.  Additional  Benefits
shall be provided or made available at the times specified below as to each such
Additional Benefit. Unless otherwise specified, Severance Benefits shall be paid
in a single lump sum cash payment as soon as practicable,  but in no event later
than 10 days after the Executive's termination.

     (d) Definitions.  For purposes of Sections 5 and 6, capitalized  terms have
the following meanings:

     "Additional Benefits" means, the benefits described below:

     (i) All of the  Executive's  benefits  accrued  under the employee  option,
pension,  retirement,  savings and  deferred  compensation  plans of the Company
shall  become  vested  in  full;  provided,  however,  that to the  extent  such
accelerated  vesting of benefits  cannot be  provided  under one or more of such
plans  consistent  with  applicable  provisions of the Internal  Revenue Code of
1986, as amended (the "Code"), such benefits shall be paid to the Executive in a
lump sum within 10 days after  termination of employment  outside the applicable

     (ii) Executive  (and, to the extent  applicable,  his  dependents)  will be
entitled to continue  participation in all of the Company's medical,  dental and
vision care plans (the "Health Benefit Plans"),  until the 24 month  anniversary
of   Executive's   termination   of   employment;   provided  that   Executive's
participation  in the Company's  Health Benefit Plans shall cease on any earlier
date that Executive  becomes eligible for comparable  benefits from a subsequent
employer.  Executive's  participation in the Health Benefit Plans will be on the
same terms and conditions (including, without limitation, any contributions that
would have been required from  Executive)  that would have applied had Executive
continued to be employed by the Company.  To the extent any such benefits cannot
be provided  under the terms of the  applicable  plan,  policy or  program,  the
Company  shall  provide a  comparable  benefit  under  another  plan or from the
Company's general assets; and

     (iii) An amount equal to (A) two times Base Salary in effect on the date of
termination,  plus (B) two times the average  annual bonus paid to the Executive
over two  immediately  preceding  fiscal years,  including any annual bonus paid
pursuant to Section 3(b), plus (c) the Executive's  accrued annual bonus through
the date of termination, determined in accordance with clause (B) above.

     "Black-Scholes  Value" means the value of options to purchase the Company's
common stock for which such value is to be determined  under this Agreement,  as
calculated  by the  Accountants  (as  defined  in  Section  5(f))  or any  other
compensation  consultant  mutually  agreeable to the parties (the  "Compensation
Consultant")  using the  Black-Scholes  method of valuation in determining  such
valuation,  the  Compensation  Consultant in its good faith  discretion shall be
responsible for designating commercially reasonable and customary parameters for
the Black-Scholes  method,  which shall be outlined to Executive in writing upon
the  determination of the  Black-Scholes  Value for purposes of making a payment
under the Agreement.

     "Change  of  Control  of the  Company"  means  and  shall be deemed to have
occurred if:

     (i)  any person (within the meaning of the Securities Exchange Act of 1934,
as amended (the  "Exchange  Act")),  other than the  Company,  is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly, of Voting Securities representing 50 percent or more of the total
voting power of all the then-outstanding Voting Securities; or

     (ii)  the  individuals  who, as of the date hereof,  constitute  the Board,
together with those who first become directors subsequent to such date and whose
recommendation, election or nomination for election to the Board was approved by
a vote of at least a majority of the  directors  then still in office who either
were  directors  as of the date  hereof  or whose  recommendation,  election  or
nomination for election was previously so approved (the "Continuing Directors"),
cease for any reason to constitute a majority of the members of the Board; or

     (iii)  the  stockholders  of the Company  approve a merger,  consolidation,
recapitalization or reorganization of the Company or a subsidiary, reverse split
of any class of Voting Securities,  or an acquisition of securities or assets by
the  Company  or a  subsidiary,  or  consummation  of any  such  transaction  if
stockholder  approval is not obtained,  other than any such transaction in which
the  holders  of  outstanding   Voting  Securities   immediately  prior  to  the
transaction receive (or, in the case of a transaction involving a subsidiary and
not the  Company,  retain),  with  respect  to such  Voting  Securities,  voting
securities  of the  surviving or  transferee  entity  representing  more than 60
percent  of  the  total  voting  power   outstanding   immediately   after  such
transaction,  with the voting power of each such  continuing  holder relative to
other such continuing holders not substantially altered in the transaction; or

     (iv)  the   stockholders   of  the  Company  approve  a  plan  of  complete
liquidation  of the Company or an agreement for the sale or  disposition  by the
Company of all or substantially all of the Company's assets.

     "Disability" means long-term disability within the meaning of the Company's
long-term disability plan or program.

     "Earned  Salary"  means any Base Salary  earned,  but unpaid,  for services
rendered to the Company on or prior to the date on which the  Employment  Period
ends pursuant to Section 5(a) hereof.

     "Severance Benefit" means an amount equal to:

     (i) an amount equal to the Black-Scholes Value,  determined as of the most
recent option grant date to Executive under this  Agreement,  of all options for
the Company's  common stock  contemplated but not yet granted under Section 3(c)
(including the options to be granted during the Extended Term; provided,  if the
event  giving rise to the payment of these  Severance  Benefits  occurs prior to
Apri1 1, 2001, the extension option contemplated under Section 1 shall be deemed
exercised  as of that date) and  (ii)  an  amount  equal to the  above-mentioned
Black-Scholes  Value of options  exercisable for an additional 300,000 shares of
the Company's common stock. In addition, in the event the Executive's employment
is terminated  hereunder and all of the shares of common stock issuable upon the
exercise  of options are not  eligible  for resale by  Executive  within 90 days
following  the date of the event  giving rise to the payment of these  Severance
Benefits  either  under  Rule  144  or  pursuant  to an  effective  registration
statement,  and following written request by the Executive, the Company fails to
file  and  cause  to have  become  effective  within  90 days of such  notice  a
registration  statement  relating to such  resale and to keep such  registration
statement  effective for a period of 90 days  thereafter,  Executive may, at his
option,  exchange  such options for an amount equal to the  Black-Scholes  Value
thereof computed in accordance with the preceding sentence.

     "Termination  for Cause" means a termination of  Executive's  employment by
the Company due to  (i Executive's  conviction of a felony or a crime involving
moral turpitude,  or  (ii)Executive's  willful and continued failure to perform
the material duties of his position,  which failure continues for a period of 30
days after Executive's receipt of written notice from the Company specifying the
exact details of such alleged failure and which has had (or is expected to have)
a material adverse effect on the business of the Company or its subsidiaries.

     "Termination for Good Reason" means a termination of Executive's employment
by Executive  following (i)a  diminution in Executive's  positions,  duties and
responsibilities  from those described in Section 2 hereof,  (ii) the removal of
Executive from, or the failure to re-elect Executive as Chairman of the Board of
the Company or as Chief Executive  Officer of the Company,  (iii) a reduction in
Executive's  annual Base Salary,  (iv) a  material  breach by the Company of any
other provision of this Agreement or (vii) a Change in Control of the Company.

     "Termination  Not For Good Reason"  means any  termination  of  Executive's
employment by Executive other than  Termination for Good Reason or a termination
due to Executive's Disability or death.

     "Termination Without Cause" means any termination of Executive's employment
by the  Company  other  than a  Termination  for Cause or a  termination  due to
Executive's Disability.

     "Vested  Benefits"  means  amounts  which are vested or which  Executive is
otherwise entitled to receive under the terms of or in accordance with any plan,
policy,  practice or program of, or any contract or agreement  with, the Company
or any of its  subsidiaries,  at or  subsequent  to the date of his  termination
without  regard to the  performance  by  Executive  of further  services  or the
resolution of a contingency.

     "Voting  Securities or Security"  means any securities of the Company which
carry the right to vote generally in the election of directors.

     (e) Full Discharge of Obligations. Except as expressly provided in the last
sentence of this Section 5(e), the amounts payable to Executive pursuant to this
Section 5 and Section 7(d)  following  termination of his employment  (including
amounts  payable with respect to Vested  Benefits) shall be in full and complete
satisfaction of Executive's rights under this Agreement. Except as otherwise set
forth in Section 6,  after the effective date of a termination of employment for
any reason,  Executive  shall have no further  obligations or liabilities to the
Company.  Nothing in this Section 5(e) shall be construed to release the Company
from its commitment to indemnify  Executive and hold Executive harmless from and
against any claim, loss or cause of action as described in Section 4(d).

     (f) Excise Tax Gross-Up.

     (i) Anything in this Agreement to the contrary notwithstanding, if it shall
be determined  that any payment,  distribution or benefit  provided  (including,
without limitation, the acceleration of any payment, distribution or benefit and
the acceleration of  exercisability of any stock option) to Executive or for his
benefit  (whether paid or payable or distributed or  distributable)  pursuant to
the terms of this  Agreement  or otherwise (a  "Payment")  would be subject,  in
whole or in part,  to the  excise tax  imposed by Section  4999 of the Code (the
"Excise Tax"),  then the Executive shall be entitled to receive from the Company
an additional  payment (the "Gross-Up  Payment") in an amount such that the net
amount of the Payment and the Gross-Up  Payment  retained by Executive after the
calculation  and  deduction  of all Excise  Taxes  (including  any  interest  or
penalties  imposed  with  respect to such taxes) on the Payment and all federal,
state and local  income  tax,  employment  tax and  Excise  Tax  (including  any
interest  or  penalties  imposed  with  respect to such  taxes) on the  Gross-Up
Payment  provided  for in this  Section 5(f) and taking into account any lost or
reduced tax deductions on account of the Gross-Up Payment, shall be equal to the

     (ii) All  determinations  required  to be made  under  this  Section  5(f),
including  whether and when the  Gross-Up  Payment is required and the amount of
such  Gross-Up  Payment,  and the  assumptions  to be used in  arriving  at such
determinations  shall be made by the  Accountants (as defined below) which shall
provide  Executive and the Company with detailed  supporting  calculations  with
respect to such  Gross-Up  Payment  within ten (10) days  after  termination  of
Executive's  employment  or such other  event which  results in a Payment  which
could  necessitate  a Gross-Up  Payment.  For  purposes of this  Agreement,  the
"Accountants"  shall  mean Ernst & Young LLP or  successor  firm  providing  its
services to the Company in  connection  with its annual  audit.  For purposes of
determining the amount of the Gross-Up Payment, Executive shall be deemed to pay
Federal income taxes at the applicable  marginal rate of federal income taxation
for the calendar year in which the Gross-Up Payment is to be made and to pay any
applicable  state and local  income  taxes at the  applicable  marginal  rate of
taxation for the calendar year in which the Gross-Up  Payment is to be made, net
of the  reduction  in federal  income  taxes which  could be  obtained  from the
deduction  of such state or local  taxes if paid in such year  (determined  with
regard to  limitations  on  deductions  based  upon the  amount  of  Executive's
adjusted gross income).  To the extent  practicable,  any Gross-Up  Payment with
respect to any  Payment  shall be paid by the Company at the time  Executive  is
entitled to receive the  Payment and in no event shall any  Gross-Up  Payment be
paid later  than 10 days after the  receipt  by  Executive  of the  Accountants'
determination.  Any  determination by the Accountants  shall be binding upon the
Company and Executive,  including for purposes of withholding on amounts payable
under this  Agreement.  As a result of uncertainty in the application of Section
4999 of the Code at the time of the  initial  determination  by the  Accountants
hereunder,  it is  possible  that the  Gross-Up  Payment  made will have been an
amount  that is greater or less than the Company  should  have paid  pursuant to
this Section 5(f) (an  "Overpayment" or  "Underpayment",  respectively).  In the
event that the Gross-Up  Payment is determined by the Accountants or pursuant to
any proceeding or negotiations with the Internal Revenue Service to be less than
the amount  initially  determined by the  Accountants,  Executive shall promptly
repay the Overpayment to the Company;  provided,  however, that in the event any
portion of the Gross-Up Payment to be repaid to the Company has been paid to any
Federal,  state or local tax authority,  repayment thereof shall not be required
until actual refund or credit of such portion has been made to Executive. In the
event that the Company exhausts its remedies pursuant to  Section 5(f)(iii)  and
Executive  is  required to make a payment of any Excise  Tax,  the  Underpayment
shall be promptly paid by the Company to or for Executive's benefit.

     (iii)  Executive  shall  notify the  Company in writing of any claim by the
Internal  Revenue Service that, if successful,  would require the payment by the
Company  of a  Gross-Up  Payment.  Such  notification  shall be given as soon as
practicable  after  Executive  is  informed  in  writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim
is  requested  to be  paid.  Executive  shall  not pay such  claim  prior to the
expiration of the 30-day period following the date on which Executive gives such
notice  to the  Company  (or such  shorter  period  ending  on the date that any
payment of taxes,  interest and/or penalties with respect to such claim is due).
If the Company  notifies  Executive in writing  prior to the  expiration of such
period that it desires to contest such claim, Executive shall:

     (A)  give the Company any information  reasonably  requested by the Company
relating to such claim;

     (B)  take  such  action in  connection  with  contesting  such claim as the
Company  shall  reasonably  request  in  writing  from time to time,  including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company;

     (C)  cooperate  with the  Company  in good  faith  in order to  effectively
contest such claim; and

     (D)  permit the Company to participate in any proceedings  relating to such

     provided,  however,  that the Company shall bear and pay directly all costs
and  expenses   (including   additional  interest  and  penalties)  incurred  in
connection  with  such  contest  and  shall  indemnify  Executive  for and  hold
Executive  harmless from, on an after-tax  basis,  any Excise Tax, income tax or
employment tax (including  interest and penalties with respect  thereto) imposed
as a  result  of such  representation  and  payment  of all  related  costs  and
expenses.  Without limiting the foregoing  provisions of this Section 5(f),  the
Company shall control all proceedings taken in connection with such contest and,
at its sole  option,  may  pursue or forgo any and all  administrative  appeals,
proceedings,  hearings and conferences  with the taxing  authority in respect of
such claim and may, at its sole option,  either direct  Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
Executive  agrees to  prosecute  such  contest  to a  determination  before  any
administrative  tribunal,  in a court of initial jurisdiction and in one or more
appellate courts,  as the Company shall determine.  The Company's control of the
contest  shall be limited  to issues  with  respect to which a Gross-Up  Payment
would be payable hereunder and Executive shall be entitled to settle or contest,
as the case may be, any other issue  raised by the Internal  Revenue  Service or
any other taxing authority.

     6. Noncompetition and  Confidentiality.  In consideration of the salary and
benefits to be provided by the Company  hereunder,  including  particularly  the
severance  arrangements  set forth  herein,  Executive  agrees to the  following
provisions of this Section 6.

     (a)  Noncompetition.  During the Employment  Period and during the two year
period  following  any  termination  of  Executive's  employment,  other  than a
Termination Without Cause or a Termination for Good Reason,  Executive shall not
directly  or  indirectly  own,  manage,   operate,   control,  be  employed  by,
participate  in or,  provide  services or financial  assistance  to any business
which directly  competes with Company or any of its  subsidiaries  or engages in
the type of  business(es)  principally  conducted  by the  Company or any of its
subsidiaries,  except that Executive may own for investment purposes up to 5% of
the capital stock of any such company.

     (b)  Confidentiality.  Executive agrees that,  during the Employment Period
and thereafter,  he shall hold and keep confidential any trade secrets, customer
lists  and  pricing  or  other  confidential  information,  or  any  inventions,
discoveries,  improvements,  products, whether patentable practices,  methods or
not, directly or indirectly useful in or relating to the business of the Company
or its  subsidiaries as conducted by it from time to time, as to which Executive
shall at any time during the Employment Period become informed, and he shall not
directly or  indirectly  disclose any such  information  to any person,  firm or
corporation  or use the same except in connection  with the business and affairs
of the Company or its subsidiaries. The foregoing prohibition shall not apply to
the extent such  information,  knowledge or data (a) was  publicly  known at the
time of  disclosure  to  Executive,  (b)  become  publicly  known  or  available
thereafter  other than by any means in  violation of this  Agreement,  or (c) is
required  to be  disclosed  by  Executive  as a matter of law or pursuant to any
court or regulatory order.

     (c)  Company  Property.  Except  as  expressly  provided  herein,  promptly
following Executive's  termination of employment,  Executive shall return to the
Company all property of the Company and its subsidiaries.

     (d)  Injunctive  Relief  and Other  Remedies  with  Respect  to  Covenants.
Executive  acknowledges  and  agrees  that  the  covenants  and  obligations  of
Executive with respect to noncompetition,  confidentiality and Company property,
relate to special,  unique and extraordinary matters and that a violation of any
of the terms of such covenants and obligations may cause the Company irreparable
injury  for  which  adequate  remedies  are not  available  at  law.  Therefore,
Executive  agrees  that the Company  shall be  entitled  to seek an  injunction,
restraining  order or such other  equitable  relief  (without the requirement to
post bond) restraining  Executive from committing any violation of the covenants
and  obligations  contained in this Section 6. This remedy is in addition to any
other rights and remedies the Company may have at law or in equity.

     7. Miscellaneous.

     (a)  Survival.  Sections 4 (relating  to  indemnification),  5 (relating to
early  termination  and  change of  control),  6  (relating  to  noncompetition,
nonsolicitation  and  confidentiality),  7(b)  (relating to  arbitration),  7(c)
(relating  to binding  effect),  7(d)  (relating  to  full-settlement  and legal
expenses) and 7(n)  (relating to governing  law) shall  survive the  termination

     (b) Arbitration.  Any dispute or controversy arising under or in connection
with this Agreement shall be resolved by binding  arbitration.  This arbitration
shall be held in New York City and except to the extent  inconsistent  with this
Agreement,  shall be  conducted  in  accordance  with the  Expedited  Employment
Arbitration Rules of the American Arbitration  Association then in effect at the
time of the arbitration, and otherwise in accordance with principles which would
be applied by a court of law or equity.  The  arbitrator  shall be acceptable to
both the Company and  Executive.  If the parties  cannot agree on an  acceptable
arbitrator,  the  dispute  shall  be held by a panel of  three  arbitrators  one
appointed  by each of the  parties  and the  third  appointed  by the  other two

     (c) Binding Effect.  This Agreement shall be binding on, and shall inure to
the  benefit  of, the  Company  and any person or entity  that  succeeds  to the
interest of the Company  (regardless of whether such succession does or does not
occur by  operation  of law) by reason  of the sale of all or a  portion  of the
Company's stock, a merger, consolidation or reorganization involving the Company
or, unless the Company otherwise elects in writing,  a sale of the assets of the
business  of the Company (or  portion  thereof)  in which  Executive  performs a
majority  of his  services.  This  Agreement  shall also inure to the benefit of
Executive's heirs, executors, administrators and legal representatives.

     (d) Full-Settlement;  Legal Expenses.  The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder  shall  not be  affected  by any  set-off,  counterclaim,  recoupment,
defense or other  claim,  right or action  which the  Company  may have  against
Executive  or others.  In no event shall  Executive  be  obligated to seek other
employment or take any other action by way of mitigation of the amounts  payable
to Executive under any of the provisions of this  Agreement.  The Company agrees
to pay, upon written demand  therefor by Executive,  all legal fees and expenses
which Executive may reasonably incur as a result of any dispute or contest by or
with the  Company or others  regarding  the  validity or  enforceability  of, or
liability under,  any provision of this Agreement  (including as a result of any
contest by  Executive  about the amount of any payment  hereunder)  if Executive
substantially  prevails  in the  dispute or contest or the dispute or contest is
settled,  plus in each case interest at the applicable Federal rate provided for
in Section  7872(f)(2) of the Code. In any such action  brought by the Executive
for damages or to enforce any provisions of this Agreement,  the Executive shall
be entitled to seek both legal and  equitable  relief and  remedies,  including,
without limitation, specific performance of the Company's obligations hereunder,
in his sole discretion.

     (e)  Assignment.  Except as  provided  under  Section  7(c),  neither  this
Agreement nor any of the rights or  obligations  hereunder  shall be assigned or
delegated by any party  hereto  without the prior  written  consent of the other

     (f) Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties  hereto with respect to the matters  referred to herein.  No
other  agreement  (other than awards made in accordance with the terms of one of
the Company's applicable  compensatory plans, programs or arrangements) relating
to the terms of Executive's employment by the Company, oral or otherwise,  shall
be  binding  between  the  parties.  There  are  no  promises,  representations,
inducements  or  statements  between  the  parties  other  than  those  that are
expressly contained herein. Executive acknowledges that he is entering into this
Agreement of his own free will and accord, and with no duress,  that he has read
this  Agreement and that he understands  it and its legal  consequences  and has
been  advised to consult  with an  attorney  before  executing  this  Agreement.
Executive   waives  any  conflict  of  interest  which  may  arise  due  to  the
representation by the Executive,  on the one hand, and the Company, on the other
hand, by Cahill  Gordon & Reindel from time to time in  connection  with various
legal matters, including regarding this Agreement.

     (g)  Severability;  Reformation.  In the  event  that  one or  more  of the
provisions of this Agreement shall become invalid,  illegal or  unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions contained herein shall not be affected thereby. In the event that any
of the provisions of any of Section 6 is not  enforceable in accordance with its
terms,  Executive  and the Company  agree that such Section shall be reformed to
make such Section enforceable in a manner which provides the Company the maximum
rights permitted at law.

     (h)  Waiver.  Waiver by any party  hereto of any  breach or  default by the
other party of any of the terms of this Agreement  shall not operate as a waiver
of any other breach or default,  whether similar to or different from the breach
or default waived. No waiver of any provision of this Agreement shall be implied
from any course of dealing  between  the  parties  hereto or from any failure by
either  party  hereto to assert its or his rights  hereunder  on any occasion or
series of occasions.

     (i)  Notices.  Any notice  required or desired to be  delivered  under this
Agreement  shall be in writing  and shall be  delivered  personally,  by courier
service,  by certified mail, return receipt requested,  or by telecopy and shall
be  effective  upon actual  receipt by the party to which such  notice  shall be
directed,  and shall be  addressed  as follows (or to such other  address as the
party entitled to notice shall hereafter  designate in accordance with the terms

     If to the Company:

                           The Hain Celestial Group, Inc.
                           50 Charles Lindbergh Blvd.
                           Uniondale, New York 11553
                           Attention:  Secretary

     If to Executive:

                           Irwin D. Simon
                           c/o The Hain Celestial Group, Inc.
                           50 Charles Lindbergh Blvd.
                           Uniondale, New York  11553

     Copy to:

                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York  10005
                           Attention:  Roger Meltzer, Esq.

     (j)  Amendments.  This  Agreement  may not be altered,  modified or amended
except by a written instrument signed by each of the parties hereto.

     (k)  Headings.  Headings  to  paragraphs  in  this  Agreement  are  for the
convenience  of the parties only and are not intended to be part of or to affect
the meaning or interpretation hereof.

     (l) Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same instrument.

     (m) Withholding.  Any payments  provided for herein shall be reduced by any
amounts  required  to be  withheld  by the  Company  from  time  to  time  under
applicable  Federal,  State or local income tax laws or similar statutes then in

     (n) Choice of Law.  This  Agreement  shall be governed by and  construed in
accordance  with  the  laws of the  State  of New  York,  without  reference  to
principles of conflict of laws thereof.

     IN WITNESS  WHEREOF,  Executive has hereunto set his hand and,  pursuant to
the  authorization  from its Board of  Directors,  the Company has caused  these
presents to be executed as of the day and year first above written.

                                     THE HAIN CELESTIAL GROUP, INC.

                                     By: /s/Gary M. Jacobs
                                        Name: Gary M. Jacobs
                                        Title: Executive Vice President, Finance

                                        /s/Irwin D. Simon
                                        Irwin D. Simon