CHANGE IN CONTROL AGREEMENT


     THIS CHANGE IN CONTROL AGREEMENT dated as of (this "Agreement"), is made by
and between The Hain Celestial Group, Inc., a Delaware corporation having its
principal offices at 58 South Service Road, Melville, NY 11747 (the "Company"),
and [ ] (the "Executive").

     WHEREAS, the Company considers it essential to the best interest 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 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.

     1.2 "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


<PAGE>

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.

     1.3 "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 1.3(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 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
     below) that complies with clauses (A), (B) and (C) of Section 1.3(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



                                      -2-
<PAGE>


     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 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.

     1.4 "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).

     1.5 "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.

     1.6 "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;

          (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;



                                      -3-
<PAGE>


          (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 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 Window Period.

     1.7 "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



                                      -4-
<PAGE>

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.

     1.8 "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 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.

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

     1.10 "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



                                      -5-
<PAGE>

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 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) [
     ](1) 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) [ ] times the highest annual
     bonus 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, 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 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 [ ] 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


--------

1    The blanks on this page will be for 1, 2 or 3 years, depending on the
     employee.


                                      -6-
<PAGE>

     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 [ ]
     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.

     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



                                      -7-
<PAGE>

     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 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 Agreement (including, but not limited



                                      -8-
<PAGE>

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 by the Company,
shall not be less than thirty (30) days and not more than forty-five (45) 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



                                      -9-
<PAGE>

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 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.

     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.



                                      -10-
<PAGE>

     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.

     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.
                           58 South Service Road
                           Melville, New York 11747
                           Attention:  Chairman of the Board and
                                          Chief Executive Officer

                           With a copy to:

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

                           To the Executive:

                           [                           ]
                           [                           ]
                           [                           ]



                                      -11-
<PAGE>

     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 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.




                                      -12-
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first written above.



                                      THE HAIN CELESTIAL GROUP, INC.



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

                                     [EXECUTIVE]



                                      By:
                                           ----------------------------------
                                           Name:



                                      -13-