Restricted Stock Agreement between the Company and Irwin D. Simon



 Exhibit 10.2 
 THE HAIN CELESTIAL GROUP, INC. 
 RESTRICTED STOCK AGREEMENT 
 This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of the 3rd day of July, 2012 (the “Date of Grant”), by and between The Hain Celestial Group, Inc., a
Delaware corporation (the “Company”), and Irwin D. Simon (the “Participant”). 
  

	 	1.	DEFINITIONS AND CONSTRUCTION. 


1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the
Plan. 
 1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended
to be exclusive, unless the context clearly requires otherwise. 
  

	 	2.	ADMINISTRATION. 

 All questions of interpretation concerning this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the
Award. The Chief Executive Officer or Chief Financial Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company
herein. 
  

	 	3.	THE AWARD. 

 3.1 Grant and Issuance of Shares. Upon the later of (a) the Date of Grant and (b) the date the Agreement shall have been fully executed, the Participant shall acquire and the Company
shall issue, subject to the provisions of this Agreement, 400,000 Shares. This Award shall constitute a Restricted Share award under the Plan. The Company granted the Award pursuant to the Company’s Amended and Restated 2002 Long Term Incentive
and Stock Award Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. As a condition to the issuance of the Shares, the Participant shall execute and
deliver to the Company along with the Agreement the Assignment Separate from Certificate duly endorsed (with date and number of shares blank) in the form attached to the Agreement. This Award of Shares is intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of the Code, and, accordingly is subject to Sections 3(d) and 5(f)(i) of the Plan. 
 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than to satisfy applicable tax withholding, if any, with respect to the issuance or vesting of
the Shares) as a condition to receiving the Shares, the consideration for which shall be past services actually rendered or future services to be rendered to the Company or for its benefit. Notwithstanding the foregoing, if required by applicable
law, 







 
the Participant shall furnish consideration in the form of cash or past services rendered to the Company or for its benefit having a value not less than the par value of the Shares issued
pursuant to the Award. 
 3.3 Beneficial Ownership of Shares; Certificate Registration. The Participant
hereby authorizes the Company, in its sole discretion, to deposit the Shares with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form during the term of the Escrow pursuant to Section 6.
Furthermore, the Participant hereby authorizes the Company, in its sole discretion, to deposit, following the term of such Escrow, for the benefit of the Participant with any broker with which the Participant has an account relationship of which the
Company has notice any or all Shares which are no longer subject to such Escrow. Except as provided by the foregoing, a certificate for the Shares shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of
the Participant. 
 3.4 Issuance of Shares in Compliance with Law. The issuance of the Shares shall be
subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares shall be issued hereunder if their issuance would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any Shares shall relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall not have been
obtained. As a condition to the issuance of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company. 
  

	 	4.	VESTING OF SHARES. 


4.1 Normal Vesting. Except as provided by Sections 4.2 or 4.3, the Shares shall be subject to performance and time vesting as
follows: 
 (a) Performance Vesting- The performance goal for the Shares is share price. In accordance with
Section 5(d)(i) of the Plan, the Board of Directors has selected the performance goal from the list of criteria set forth in Section 5(f)(i) of the Plan. In order for the Shares to vest, the Board of Directors must certify in writing prior
to the vesting date that such performance goals were in fact satisfied. On the last day of any forty-five (45) consecutive trading day period during the Performance Period (as defined below) and during which the average closing price of the
Company’s common stock on the NASDAQ Global Select Market (or such other securities exchange on which the Corporation’s Common Stock may then be traded) equals or exceeds the price as set forth below (the “Performance
Date”), the performance goal for the 100,000 Shares listed next to the price (the “Earned Shares”) shall have been deemed satisfied: 

 

			
	 Stock Price
	  	Number of Shares
	 $62.50
	  	100,000
	 $72.50
	  	100,000
	 $82.50
	  	100,000
	 $100.00
	  	100,000


  
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 (b) Time Vesting- Any Earned Shares will vest annually in equal amounts over a
five-year period on each anniversary of the relevant Performance Date (each, a “Vesting Period”). Except as provided in Section 4.2 and 4.3 herein, the Shares are subject to forfeiture unless the Participant remains
employed through the Performance Period and any applicable Vesting Period 
 4.2 Acceleration of Vesting in Connection with a
Change in Control. In the event of a Change in Control (as defined in the Participant’s Employment Agreement with the Company as amended through the date hereof), then any Shares which have not previously met the performance vesting or time
vesting requirements of Section 4.1 (“Unvested Shares”) shall, immediately prior to the record date for distribution with respect to such event, or if there is no such record date, then immediately prior to such event,
become immediately vested on both a performance and time vesting basis and all restrictions shall lapse. 
 4.3 Acceleration
of Vesting Upon Certain Terminations. In the event that the Participant’s service is terminated as a result of “Termination without Cause” (as defined in the Participant’s Employment Agreement with the Company as amended
through the date hereof), Participant’s death or “Disability” (as defined in the Participant’s Employment Agreement with the Company as amended through the date hereof) during the Performance Period (as defined below) or any
Vesting Period, then any Unvested Shares shall become immediately vested on both a performance and time vesting basis and all restrictions shall lapse. For purposes of this Agreement, the “Performance Period” shall mean
July 1, 2012 through June 30, 2017. Additionally, in the event Participant’s service is terminated as a result of a “Termination for Good Reason” or “Non-Renewal” (each as defined in the Participant’s
Employment Agreement with the Company as amended through the date hereof) then any Earned Shares which have not previously met the time vesting requirements of Section 4.1(b) shall become immediately vested and all restrictions shall lapse.

  

	 	5.	COMPANY REACQUISITION RIGHT. 


5.1 Grant of Company Reacquisition Right. In the event that (a) the Participant’s service terminates for any reason other
than as provided in Section 4.3, or (b) the Participant, or other holder of the Shares, attempts to sell, exchange, transfer, pledge, or otherwise dispose of (other than pursuant to a transaction approved by the Company), including,
without limitation, any transfer to a nominee or agent of the Participant, any Unvested Shares, the Company shall automatically reacquire any Unvested Shares, and the Participant shall not be entitled to any payment therefor. In addition, at the end
of the Performance Period, the Company shall automatically reacquire any Unvested Shares which are not Earned Shares, and the Participant shall not be entitled to any payment therefor. The rights of the Company described in this Section 5.1
shall be referred to as the “Company Reacquisition Right.” 

  
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 5.2 Dividends, Distributions and Adjustments. Upon the occurrence of a
dividend or distribution to the stockholders of the Company paid in Shares or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 8, any and all new, substituted or additional
securities or other property (other than regular, periodic dividends paid on Shares pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Shares shall be
immediately subject to the Company Reacquisition Right and included in the terms “Shares,” and “Unvested Shares” for all purposes of the Company Reacquisition Right with the same force and effect as such Unvested Shares
immediately prior to the dividend, distribution or adjustment, as the case may be. 
  

	 	6.	ESCROW. 

 6.1 Appointment of Agent. To ensure that Shares subject to the Company Reacquisition Right will be available for reacquisition, the Participant and the Company hereby appoint the Secretary of the
Company, or any other person designated by the Company, as their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all Unvested Shares and to sell, assign and transfer to the
Company any such Unvested Shares reacquired by the Company pursuant to the Company Reacquisition Right. The Participant understands that appointment of the Agent is a material inducement to make this Agreement and that such appointment is coupled
with an interest and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the Participant while acting in good faith and in the
exercise of the Agent’s own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent’s own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon any letter, notice or other
document executed by any signature purporting to be genuine and may resign at any time. 
 6.2 Establishment of
Escrow. The Participant authorizes the Company to deposit the Unvested Shares with the Company’s transfer agent to be held in book entry form, as provided in Section 3.3, and the Participant agrees to deliver to and
deposit with the Agent each certificate, if any, evidencing the Shares and an Assignment Separate from Certificate with respect to such book entry shares and each such certificate duly endorsed (with date and number of Shares blank) in the form
attached to the Agreement, to be held by the Agent under the terms and conditions of this Section 6 (the “Escrow”). Upon the occurrence of a change in the capital structure of the Company, as described in
Section 8, in the character or amount of any outstanding stock of the corporation the stock of which is subject to the provisions of this Agreement, any and all new, substituted or additional securities or other property to which the
Participant is entitled by reason of his or her ownership of the Shares that remain subject to the Company Reacquisition Right shall be immediately subject to the Escrow to the same extent as the Shares immediately before such event. The Company
shall bear the expenses of the Escrow. 
 6.3 Delivery of Shares to Participant. The Escrow shall continue
with respect to any Shares for so long as such Shares remain subject to the Company Reacquisition Right. Upon termination of the Company Reacquisition Right with respect to Shares, the Company shall so notify the Agent and direct the Agent to
deliver such number of Shares to the Participant. As soon as practicable after receipt of such notice, the Agent shall cause to be delivered to the Participant the Shares specified by such notice, and the Escrow shall terminate with respect to such
Shares. 

  
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	 	7.	TAX MATTERS. 

 7.1 Tax Withholding. 
 (a) In General. The Company shall have no
obligation to deliver the Shares or to release any Shares from the Escrow established pursuant to Section 6 until the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the
Award, including, without limitation, obligations arising upon (a) the transfer of Shares to the Participant, (b) the lapsing of any restriction with respect to any Shares, (c) the filing of an election to recognize tax liability, or
(d) the transfer by the Participant of any Shares have been satisfied by the Participant. In general, withholding obligations will apply to any Eligible Person who is an Employee of the Company or a Subsidiary on the Date of Grant. 

(b) Withholding in Shares. The Participant shall satisfy all such withholding obligations by the Company withholding a sufficient
number of whole Vested Shares otherwise deliverable to the Participant with a fair market value in an amount of such tax withholding obligations determined utilizing the applicable minimum statutory withholding rates. 

7.2 Election Under Section 83(b) of the Code. 
 (a) The Participant understands that Section 83 of the Code taxes as ordinary income the difference between the amount paid for the Shares, if anything, and the fair market value of the Shares as of
the date on which the Shares are “substantially vested,” within the meaning of Section 83. In this context, “substantially vested” means that the right of the Company to reacquire the Shares pursuant to the Company
Reacquisition Right has lapsed. The Participant understands that he or she may elect to have his or her taxable income determined at the time he or she acquires the Shares rather than when and as the Company Reacquisition Right lapses by filing an
election under Section 83(b) of the Code with the Internal Revenue Service no later than thirty (30) days after the date of acquisition of the Shares. The Participant understands that failure to make a timely filing under
Section 83(b) will result in his or her recognition of ordinary income, as the Company Reacquisition Right lapses, on the difference between the purchase price, if anything, and the fair market value of the Shares at the time such restrictions
lapse. The Participant further understands, however, that if Shares with respect to which an election under Section 83(b) has been made are forfeited to the Company pursuant to its Company Reacquisition Right, such forfeiture will be treated as
a sale on which there is realized a loss equal to the excess (if any) of the amount paid (if any) by the Participant for the forfeited Shares over the amount realized (if any) upon their forfeiture. If the Participant has paid nothing for the
forfeited Shares and has received no payment upon their forfeiture, the Participant understands that he or she will be unable to recognize any loss on the forfeiture of the Shares even though the Participant incurred a tax liability by making an
election under Section 83(b). 
 (b) The Participant understands that he or she should consult with his or her tax advisor
regarding the advisability of filing with the Internal Revenue Service an 

  
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election under Section 83(b) of the Code, which must be filed no later than thirty (30) days after the date of the acquisition of the Shares pursuant to this Agreement. Failure to file
an election under Section 83(b), if appropriate, may result in adverse tax consequences to the Participant. The Participant acknowledges that he or she has been advised to consult with a tax advisor regarding the tax consequences to the
Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE
EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.

 (c) The Participant will notify the Company in writing if the Participant files an election pursuant to Section 83(b)
of the Code. The Company intends, in the event it does not receive from the Participant evidence of such filing, to claim a tax deduction for any amount which would otherwise be taxable to the Participant in the absence of such an election.

  

	 	8.	ADJUSTMENTS FOR CHANGES IN CAPITAL
STRUCTURE. 

 Subject to any required action by
the stockholders of the Company, in the event of any change in the Shares effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the
stockholders of the Company in a form other than Shares (excepting normal cash dividends) that has a material effect on the fair market value of Shares, appropriate adjustments shall be made in the number and kind of shares subject to the Award, in
order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration
by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding
and conclusive. 
  

	 	9.	RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR
CONSULTANT. 

 The Participant shall have no rights as a stockholder with
respect to any Shares subject to the Award until the date of the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to the date the Shares are issued, except as provided in Section 8. Subject to the provisions of this Agreement, the Participant shall exercise all rights and
privileges of a stockholder of the Company with respect to Shares deposited in the Escrow pursuant to Section 6. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate,
written employment agreement between the Company and the Participant, the 

  
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Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the service of the Company
or any Subsidiary or interfere in any way with any right of such entities to terminate the Participant’s service at any time. 
  

	 	10.	LEGENDS. 

 The Company may at any time place legends referencing the Company Reacquisition Right and any applicable federal, state or foreign securities law restrictions on all certificates representing the Shares.
The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing the Shares in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise
specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following: 

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION AND
THE REGISTERED HOLDER, OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.” 
  

	 	11.	TRANSFERS IN VIOLATION OF AGREEMENT. 


No Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of, including by operation of law, in
any manner which violates any of the provisions of this Agreement until the date on which such shares become Vested Shares, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any
Shares which will have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such
Shares will have been so transferred. In order to enforce its rights under this Section, the Company shall be authorized to give a stop transfer instruction with respect to the Shares to the Company’s transfer agent. 

 

	 	12.	MISCELLANEOUS PROVISIONS. 


12.1 Termination or Amendment. The Board may terminate or amend the Plan or this Agreement at any time; provided, however, that no
such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation. No
amendment or addition to this Agreement shall be effective unless in writing. 
 12.2 Nontransferability of the Award.
The right to acquire Shares pursuant to the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal
representative. 

  
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 12.3 Further Instruments. The parties hereto agree to execute such further
instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. 
 12.4
Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors,
administrators, successors and assigns. 
 12.5 Delivery of Documents and Notices. Any document relating to participation
in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal
delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight
courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Agreement or at such other address as such party may designate in writing from time to time to the other
party. 
 (a) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan this Agreement, the Plan’s prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the parties may deliver
electronically any notices called for in connection with the Escrow and the Participant may deliver electronically the Agreement to the Company or to such third party involved in administering the Plan as the Company may designate from time to time.
Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other
means of electronic delivery specified by the Company. 
 (b) Consent to Electronic Delivery. The Participant
acknowledges that the Participant has read Section 12.5(a) of this Agreement and consents to the electronic delivery of the Plan documents, the Agreement and notices in connection with the Escrow, as described in Section 12.5(a). The
Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that
the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 12.5(a) or may change the
electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 12.5(a). 

  
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 12.6 Integrated Agreement. This Agreement and the Plan shall constitute the entire
understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Participant
and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Agreement shall survive any settlement of the Award and shall
remain in full force and effect. 
 12.7 Applicable Law. This Agreement shall be governed by the laws of the State of New
York as such laws are applied to agreements between New York residents entered into and to be performed entirely within the State of New York. 
 12.8 Severability. If any term or provision of this Agreement or the application thereof to any Participant or circumstance shall to any extent be invalid or unenforceable, such
provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect and
the remainder of this Agreement, or the application of such term or provision to Participants or circumstances other than those held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be
valid and be enforced to the fullest extent permitted by law. 
 12.9 Counterparts. The Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

  
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 By signing this Agreement, the Participant: (a) acknowledges receipt of and represents that the
Participant has read and is familiar with this Agreement and the Plan, (b) accepts the Award subject to all of the terms and conditions of this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions arising under this Agreement or the Plan. 
 IN WITNESS WHEREOF,
the undersigned has caused this Agreement to be executed as of July 3, 2012. 
  

							
		 		 	PARTICIPANT
			
	Date: July 3, 2012	 		 	 /s/ Irwin D. Simon

		 		 	Irwin D. Simon
		 		 	875 Park Avenue Apt. 12A
		 		 	New York, NY 10075
			
		 		 	THE HAIN CELESTIAL GROUP, INC.
				
	Date: July 3, 2012	 		 	By:	 	 /s/ Michael J. Speiller

		 		 	Name:	 	Michael J. Speiller
		 		 	Title:	 	Senior Vice President & Chief Accounting Officer


  
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