Exhibit 10.2 



SMART BALANCE, INC. 
CHANGE OF CONTROL
AGREEMENT



        This
Agreement (the “Agreement”) is made and entered into as of SAMPLE (the
“Effective Date”) by and between Smart Balance, Inc., a Delaware corporation
(the “Company”), and SAMPLE (“Employee”). 



Recitals  



        A.              The
Employee is a key employee of the Company;  




        B.              The
Company believes that the threat or occurrence of, or negotiation or other
          event or action that could lead to, a Change of Control (as hereinafter
defined)           could result in the departure or distraction of key personnel to the
detriment           of the Company and its stockholders;  




        C.              The
Board of Directors of the Company (“Board”) has determined that it           is
essential and in the best interest of the Company and its stockholders to
          retain the services of the Employee and to ensure the Employee’s continued
          dedication and efforts, without undue distraction or concern, in the face of a
          potential Change of Control; and  




        D.              The
Company and Executive are entering into this Agreement to provide certain
          incentives and protections to the Employee against the exigencies of a Change
of           Control.  




Agreement  



        In
consideration of the respective agreements of the parties contained herein, it is hereby
agreed as follows: 



        1.    Term
of Agreement. This Agreement shall commence as of the Effective Date           and
shall continue in effect until the thirty-first (31st) day of December in           the
year in which the Effective Date occurred (the “Expiration Date”);
          provided, however, that commencing on the Expiration Date and on each
          anniversary of the Expiration Date thereafter, the term of this Agreement shall
          automatically be extended for one (1) year following such date unless the
          Company or the Employee shall have provided written notice to the other at
least           ninety (90) days prior to such date that the term of this Agreement shall
not be           so extended; and provided, further, that, notwithstanding the foregoing,
in the           event of the occurrence of a Change of Control during the term of this
Agreement           as extended, the term of this Agreement shall automatically be
extended to           cover, and the Agreement shall not expire during, the twenty-four
(24) month           period immediately following the occurrence of a Change of Control,
but may           expire on the first day following such twenty-four (24) month period if
a notice           not to extend the term of this Agreement is timely provided at least
ninety (90)           days prior to the Expiration Date or an anniversary thereof, as
applicable, as           set forth herein.  




        2.    Definitions.  




                     (a)    
          Accrued Compensation. “Accrued Compensation” means an amount
          which shall include all amounts earned, accrued, payable to or awarded through
          the Termination Date (as hereinafter defined) but not paid as of the Termination
          Date, including (a) base salary, (b) reimbursement for reasonable and necessary
          expenses incurred by the Employee on behalf of the Company during the period
          ending on the Termination Date, (c) accrued but unused vacation pay, and (d)
          bonuses, commissions and incentive compensation (other than the Target Bonus (as
          hereinafter defined)). References to Accrued Compensation under this Agreement
          shall not obligate the Company to pay such amounts twice (e.g., under this
          Agreement and under another agreement or obligation) and such references are
          meant only to clarify obligations outside the scope of this Agreement and not to
          create additional rights hereunder. 















                (b)    Base
Amount. “Base Amount” means SAMPLE times the greater of           the
Employee’s annual base salary (a) at the rate in effect on the           Termination
Date or (b) at the highest rate in effect at any time during the           ninety (90)
day period prior to the applicable Change of Control, and shall           include all
amounts of base salary that are deferred under the employee benefit           plans of
the Company or any other agreement or arrangement.  




                     (c)    
          Bonus Amount. “Bonus Amount” means SAMPLE of the greater of (i)
          the Employee’s Target Bonus Amount as in effect on the Termination Date,
          (ii) the actual bonus amount earned by the Employee under the Company’s
          Financial Performance Incentive Program for the fiscal year prior to the fiscal
          year in which the Termination Date occurs or (iii) the actual bonus amount
          earned by the Employee under the Company’s Financial Performance Incentive
          Program for the fiscal year in which the Termination Date occurs. 



                     (d)    
          Board. “Board” means the Board of Directors of the Company as
          from time to time constituted. 



                     (e)    
          Cause. “Cause” means with respect to the Employee any of the
          following as determined by the Board, in its sole discretion, (a) fraud or
          intentional misrepresentation, (b) embezzlement, misappropriation or conversion
          of assets or opportunities of the Company or any Company Entity, (c) acts or
          omissions that are in bad faith or constitute gross negligence, or willful or
          reckless misconduct, or (d) conviction, plea of guilty or nolo
          contendere, or judicial determination of civil liability, based on a federal
          or state felony or serious criminal or civil offense. 



                     (f)    
          Change of Control. “Change of Control” means the occurrence of
          any of the following: events with respect to the Company: 



                     (i)    
          any Person (other than an Exempt Person) acquires securities of the Company
          representing fifty percent (50 percent) or more of the combined voting power of
          the Company’s then outstanding voting securities; 



                     (ii)    
          any Person acquires, during the twelve (12) month period ending on the date of
          the most recent acquisition, securities of Company representing thirty percent
          (30) percent of Company’s then outstanding voting securities; 



                     (iii)    
          a majority of the members of the Board is replaced during any 12-month period by
          directors whose appointment or election is not endorsed by a majority of the
          members of the Board serving immediately prior to such appointment or election;
          or 




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                     (iv)    
          any Person, during the twelve (12) month period ending on the date of the most
          recent acquisition, acquires assets of Company having a total gross fair market
          value equal to or more than forty percent (40%) of the total gross fair market
          value of Company’s assets immediately before such acquisition or
          acquisitions; 



but only if the applicable
transaction otherwise constitutes a “change in control event” for purposes of
Section 409A of the Code and Treas. Reg. §1.409A-3(i)(5). 



                     (g)    
          Company. “Company” means Smart Balance, Inc., a corporation
          organized under the laws of the State of Delaware. 



                     (h)    
          Company Entity. “Company Entity” means any other entities that
          along with the Company is considered a single employer pursuant to Section
          414(b) or (c) of the Code and the Treasury regulations promulgated thereunder,
          determined by applying the phrase “at least 50 percent” in place of
          the phrase “at least 80 percent” each place it appears in such
          Treasury regulations or Section 1563(a) of the Code. The term “Company
          Entity” shall also include any entity so designated by the Board for
          legitimate business reasons in which the Company holds a controlling interest
          under Treas. Reg. § 1.414(c)-2(b)(2)(i), determined by applying the phrase
          “at least 20%” in the place of the phrase “at least 80
          percent” each place it appears in such Treasury Regulation or Section
          1563(a) of the Code. 



                     (i)    
          Disability. “Disability” means the Employee’s inability to
          perform any material portion of his or her assigned duties and responsibilities,
          with or without accommodation, due to a mental or physical condition that is
          expected to last indefinitely. 



                     (j)    
          Exempt Person. “Exempt Person” means (a) a trustee or other
          fiduciary holding securities under an employee benefit plan of the Company in
          such capacity, (b) a corporation or other entity owned, directly or indirectly,
          by the stockholders of the Company in substantially the same proportions as
          their ownership of stock of the Company, or (c) any Person beneficial
          stockholder or group, as defined by Rule 13d-5 of the Exchange Act, which holds
          as of the date hereof securities possessing more than twenty-five percent (25%)
          of the total combined voting power of the Company’s outstanding securities. 



                     (k)    
          Good Reason. “Good Reason” means any one or more of the
          following conditions, but only if (x) such condition was not consented to by the
          Employee in advance or subsequently ratified by the Employee in writing, (y)
          such condition remains in effect thirty (30) days after the Employee gives
          written notice to the Board of the Employee’s intention to terminate his or
          her employment for Good Reason, which notice specifically identifies such
          condition, and (z) the Employee gives the notice referred to in (y) above within
          ninety (90) days of the initial existence of such condition: 



                     (i)    
          any material diminution of the Employee’s authority, duties or
          responsibilities; 



                     (ii)    
          any material diminution in the authority, duties, or responsibilities of the
          officer to whom the Employee is required to report, including the requirement
          that the Employee report to a corporate officer or employee rather than
          reporting to the Board of Directors of the Company. 




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                     (iii)    
          a material diminution of the Employee’s base compensation; 



                     (iv)    
          a material diminution in the budget over which the Employee retains authority; 



                     (v)    
          a material change in the geographic location at which the Employee must perform
          the Employee’s duties and responsibilities.; or 



                     (vi)    
          any other action or inaction by the Company that constitutes a material breach
          of this Agreement or any other agreement pursuant to which the Employee provides
          services to the Company. 



                In
determining whether the Employee has grounds to terminate employment for Good Reason, the
Employee’s assertion of the existence of Good Reason shall be assumed correct unless
the Company establishes by clear and convincing evidence that Good Reason does not exist. 



                     (l)    
          Person. “Person” means a “person” as used in Sections
          3(a)(9) and 13(d) of the Exchange Act or any group of Persons acting in concert
          that would be considered “persons acting as a group” within the
          meaning of Treasury Regulation §1.409A-3(i)(5). 



                     (m)    
          Separation From Service. “Separation from Service” means the
          termination of the Employee’s employment with the Company and all Company
          Entities, provided that, notwithstanding such termination of the employment
          relationship between the Employee and the Company and all Company Entities, the
          Employee shall not be deemed to have had a Separation from Service where it is
          reasonably anticipated that the level of bona fide services that the Employee
          will perform (whether as an employee or independent contractor) for the Company
          and all Company Entities following such termination would be twenty percent
          (20%) or more of the average level of bona fide services performed by the
          Employee (whether as an employee or independent contractor) for the Company and
          all Company Entities over the immediately preceding thirty-six (36) month period
          (or such lesser period of actual service). In such event, Separation from
          Service shall mean the permanent reduction of the level of bona fide services to
          be performed by the Employee (whether as an employee or independent contractor)
          to a level that is less than twenty percent (20%) of the average level of bona
          fide services performed by the Employee (whether as an employee or independent
          contractor) during the thirty-six (36) month period (or such lesser period of
          actual service) immediately prior to the termination of the Employee’s
          employment relationship. A Separation from Service shall not be deemed to have
          occurred if the Employee is absent from active employment due to military leave,
          sick leave, or other bona fide leave of absence if the period of such leave does
          not exceed the greater of (i) six months or (ii) the period during which the
          Employee’s right to reemployment by the Company or any Company Entity is
          provided either by statute or contract. 



                     (n)    
          Specified Employee “Specified Employee” means an employee of
          the Company or any Company Entity who is a “specified employee” as
          defined in Section 409A(a)(2)(b)(i) of the Code and Treas. Reg.
          §1.409A-1(i). If the Employee is a key Employee as of the applicable
          identification date, the Employee shall be treated as a Specified Employee for
          the 12-month period beginning on the first day of the fourth month following
          such identification date. The applicable identification date for purposes of
          this Agreement shall be September 30 of each year. 



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                     (o)    
          Target Bonus Amount. “Target Bonus Amount” means with respect
          to the Employee for the fiscal year during which the Employee’s employment
          terminated SAMPLE of the greater of the Employee’s annual base salary (i)
          as in effect immediately prior to the Termination Date or (ii) at the highest
          rate in effect at any time during the ninety (90) day period immediately prior
          to the applicable Change in Control. 



                     (p)    
          Termination Date. For purposes of this Agreement, “Termination
          Date” shall mean (a) in the case of Employee’s death, Employee’s
          date of death, (b) in the case of Good Reason, the last day of Employee’s
          employment and, (c) in all other cases, the date specified in the Notice of
          Termination; provided, that if Employee’s employment is to be
          terminated by the Company due to Disability, such employment shall not be
          terminated if Employee returns to the full-time performance of his or her
          material duties prior to the date specified in the Notice of Termination. 



        3.    Termination
of Employment. If, during the term of this Agreement and           within twenty-four
(24) months following a Change of Control, Employee’s           employment with the
Company and all Company Entities terminates, and conditioned           upon and subject
to Employee’s execution of a release agreement referred to           in Section 15
hereof, Employee shall be entitled to the following compensation           and benefits
following such termination:  




                     (a)    
          If Employee’s employment with the Company and all Company Entities is
          terminated for Cause or by Employee other than for Good Reason, the Company
          shall pay to Employee only the Accrued Compensation. 



                     (b)    
          If Employee’s employment with the Company is terminated due to death or
          Disability, then the Company shall pay to Employee the Accrued Compensation and
          the Target Bonus Amount. 



                     (c)    
          If Employee’s employment with the Company shall be terminated for any
          reason other than as specified in Sections 3(a) and 3(b) hereof, Employee shall
          be entitled to the following: 



	 	                (i)              the
Company shall pay Employee all Accrued Compensation;  







	 	                (ii)                   the
Company shall pay Employee as severance pay, in lieu of any further
               compensation for periods subsequent to the Termination Date, an amount in
cash                equal to the sum of (A) the Base Amount and (B) the Bonus Amount; and  







          		                (iii)    
               in the event that the Employee makes a timely election of COBRA continuation
               coverage for the Employee or his spouse or dependants under any group health
               plan provided by the Company, the Company shall either pay directly or reimburse
               Employee for the cost of all premiums for such coverage. 



               



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                     (d)    
          Employee’s rights under any Company sponsored employee benefit plan,
          program or arrangement or with respect to any equity based incentives awarded to
          Employee shall be determined in accordance with the applicable plan or other
          operative document. 



                     (e)    
          All cash amounts payable under Section 3(a), 3(b) or Section 3(c) shall be paid
          in a single lump sum within fifteen (15) days after the date of the
          Employee’s Termination Date (or earlier, if required by applicable law) or
          Separation from Service, if later. Reimbursement payments of COBRA continuation
          premiums under Section 3(c)(iv) above shall be made in a lump sum within fifteen
          (15) days of the date such premiums are paid by the Employee and in all events
          prior to the end of the Employee’s taxable year following the taxable year
          in which such premiums were paid by the Employee. 



                     (f)    
          The Company shall be authorized to withhold from all payments to the Employee
          hereunder all amounts required to be withheld under applicable local, state or
          federal income and employment tax laws. 



                     (g)    
          The Employee shall not be required to mitigate the amount of any payment
          provided for in this Agreement by seeking other employment or otherwise, and no
          such payment shall be offset or reduced by the amount of any compensation or
          benefits provided to Employee in any subsequent employment. 



                     (h)    
          The severance pay and other benefits provided for in this Section 3 shall be in
          lieu of any other severance or termination pay to which the Employee may be
          entitled under any general Company severance or termination plan, program,
          practice or arrangement, but shall be in addition to any other payments or
          benefits to which the Employee may become entitled based on the occurrence of a
          Change in Control, including any bonus payable to the Employee under the
          Company’s Financial Performance Incentive Program as in effect for the
          fiscal year in which the Change of Control occurs.. 



                     (i)    
          The Employee’s entitlement to any other benefits as a result of a
          termination of employment shall be determined in accordance with the
          Company’s employee benefit plans and other applicable programs, policies
          and practices then in effect. 



                     (j)    
          If the Company terminates the Employee’s employment with the Company and
          all Company entities other than for Cause or as a result of Employee’s
          Disability during the one hundred and eighty (180) day period immediately
          preceding a Change of Control, Employee shall be entitled to the payments and
          benefits provided for in Section 3(c). All cash amounts payable under Section
          3(c) shall be paid within fifteen (15) days of the occurrence of the Change of
          Control. COBRA premium reimbursements shall be made in accordance with Section
          3(e), provided that any pre-Change of Control premiums paid by the Employee
          shall be reimbursed within fifteen (15) days of the occurrence of the Change in
          Control. 



                     (k)    
          Notwithstanding any other Section of this Agreement, if the Employee is a
          Specified Employee at the time of Employee’s Separation from Service,
          payments or distribution of property to Employee provided under this Agreement,
          to the extent considered amounts deferred under a non-qualified deferred
          compensation plan (as defined in Section 409A of the Code) shall be deferred
          until the six-month anniversary of such Separation from Service to the extent
          required in order to comply with Section 409A of the Code and Treasury
          Regulation 1.409A-3(i)(2). 



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        4.    Excess
Parachute Payment Gross-Up.  




                     (a)    
          If in the opinion of Tax Counsel (as defined in Section 4(c) below) the Employee
          will be subject to an excise tax under Code Section 4999 (“Excise
          Tax”) with respect to all or any portion of the payments to be made by the
          Company to the Employee following a termination of the Employee’s
          employment, under this Agreement or otherwise, then the following will apply: 



                     (i)    
          If the aggregate present value of all payments which would be taken into account
          for purposes of determining the amount of the Excise Tax, if any, payable by the
          Employee under Code Section 4999 (“280G Payments”) is greater
          than the sum of 300% of the Employee’s “base amount” for purposes
          of Code Section 280G (“280G Base Amount”), plus $100,000, then
          the Company shall pay to the Employee within thirty (30) days after such
          determination (and in all events prior to March 15 of the year following the
          year of termination) an additional amount (the “Gross-Up
          Payment”). The Gross-Up Payment shall be in such amount such that the
          net amount retained by the Employee, after deduction of any Excise Tax (but not
          federal, state or local income and employment taxes) on the 280G Payments and
          any Excise Tax and federal, state or local income and employment taxes on the
          Gross-Up Payment equals the 280G Payments. For purposes of determining the
          amount of the Gross-Up Payment, the Employee shall be deemed to pay federal
          income taxes at the highest marginal federal income tax rate and state and local
          income taxes at the highest marginal income tax rates in the state and locality
          where the Employee resides on the Termination Date. In determining the Gross-Up
          Payment, the Employee’s deemed federal income tax liability shall be
          determined net of the maximum reduction in federal income taxes that could be
          obtained from the deduction of state and local income taxes. 



                     (ii)    
          If the aggregate present value of all 280G payments is less than or equal to the
          sum of 300% of the Employee’s 280G Base Amount, plus $100,000, then the
          Company and the Employee agree that the amount of payments to be made by the
          Company to the Employee under this Agreement shall be reduced such that the
          present value of 280G Payments to be received by the Employee is reduced to
          299.99% of the Employee’s Base Amount (“Scaled Back
          Amount”). 



                     (b)    
          If there is a final determination, pursuant to a binding, irrevocable agreement
          between the Employee and the Internal Revenue Service or pursuant to a final,
          non-appealable order of a court of competent jurisdiction, that the amount of
          the Excise Tax payable by the Employee is greater than the Excise Tax amount
          used in computing the Gross-Up Payment, then the Company shall pay to the
          Employee within thirty (30) days of such determination (and in all events prior
          to the end of the calendar year following the calendar year in which Employee
          pays such additional Excise Tax amount) an additional payment
          (“Supplemental Gross-Up Payment”) in such amount so that the
          net amount retained by the Employee, after deduction of any Excise Tax (but not
          federal, state, and local income and employment taxes)on the 280G Payments and
          any Excise Tax and federal, state or local income and employment taxes on the
          Gross-Up Payment and Supplemental Gross-Up Payment equals the 280G Payments.. If
          under such final determination the amount of the Excise Tax ultimately payable
          by the Employee is less than the amount of Excise Tax used in computing the
          Gross-Up Amount, then the Employee shall refund to the Company such amount so
          that the net amount retained by the Employee, after deduction of any Excise Tax
          (but not federal, state and local income and employment taxes)on the 280G
          Payments and any Excise Tax and federal, state or local income and employment
          taxes on the Gross-Up Payment, equals the 280G Payments. 



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                     (c)    
          For purposes of this Section 4, within sixty (60) days after the Termination
          Date of the Employee within twenty-four (24) months of a Change of Control with
          respect to the Company (or, if an event other than termination of employment
          results in payment of parachute payments under Section 280G and it is reasonably
          possible that such parachute payments could result in an excise tax, with sixty
          (60) days after such other event), the Company shall obtain, at its expense, the
          opinion (which need not be unqualified) of nationally recognized tax counsel
          (“Tax Counsel”) selected by the Compensation Committee of the
          Board, which sets forth (i) the 280G Base Amount; (ii) the aggregate present
          value of the payments in the nature of compensation to the Employee as
          prescribed in Section 280G(b)(2)(A)(ii); and (iii) the amount and present value
          of any “excess parachute payment” within the meaning of Section
          280G(b)(1). Such opinion shall be addressed to the Company and the Employee and
          shall be binding upon the Company and the Employee. For purposes of such
          opinion, the value of any non-cash benefits or any deferred payment or benefit
          shall be determined by an independent accounting firm selected by the
          Compensation Committee of the Company’s Board in accordance with the
          principles of Section 280G and regulations thereunder, which determination shall
          be evidenced in a certificate of such firm addressed to the Company and the
          Employee. 



        5.    Successors;
Binding Agreement.  




        (a)              This
Agreement shall be binding upon and shall inure to the benefit of the           Company
and its successors and assigns. The Company shall require (i) any           successors
and assigns 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 or assignment had taken place, and (ii) the           parent
entity, if any, of any such successors and assigns to guarantee the           performance
of any such Successors and Assigns hereunder.  




        (b)              Neither
this Agreement nor any right or interest hereunder shall be assignable           or
transferable by Employee or Employee’s beneficiaries or legal
          representatives, except by will or by the laws of descent and distribution.
This           Agreement shall inure to the benefit of and be enforceable by the
          Employee’s legal personal representatives, executors, administrators,
          successors, heirs, distributees, devisees and legatees.  




        6.    Notice.
All notices, requests, demands, and other communications           hereunder shall be in
writing, and shall be delivered in person, by facsimile,           or by certified or
registered mail with return receipt requested. Each such           notice, request,
demand, or other communication shall be effective: (a) if           delivered by hand,
when delivered at the address specified in this Section 6;           (b) if given by
facsimile, when such facsimile is transmitted to the facsimile           number specified
in this Section 6 and confirmation is received; or (c) if given           by certified or
registered mail, three (3) days after the mailing thereof.           Notices to the
Employee shall be delivered to the last mailing address that the           Employee has
provided to the Company for purposes of receiving tax statements           and other
notices. Notices to the Company shall be delivered as follows:  




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Smart Balance,
Inc. 
115 West Century Road 
Suite 260
Paramus,
New Jersey 07625 
Attn. General Counsel




        Any
party may change its address or other contact information for the purposes hereof by
providing notice thereof to the other party in accordance with the foregoing provisions. 



        7.    Non-Exclusivity
of Rights. Nothing in this Agreement shall prevent or           limit the Employee’s
continuing or future participation in any benefit,           bonus, incentive or other
plan or program provided by the Company (except for           any severance or
termination policies, plans, programs or practices) and for           which Employee may
qualify, nor shall anything herein limit or reduce such           rights as the Employee
may have under any other agreements with the Company           (except for any severance
or termination agreement). Amounts which are vested           benefits or which the
Employee is otherwise entitled to receive under any plan           or program of the
Company shall be payable in accordance with such plan or           program, except as
explicitly modified by this Agreement.  




        8.    No
Implied Employment Rights. The Employee hereby acknowledges and agrees           that
nothing in this Agreement shall be construed to imply that his or her
          employment is guaranteed for any period of time. The Employee understands and
          agrees that his or her employment is, unless otherwise specified in a written
          agreement signed by the Employee and a duly authorized officer of the Company,
          “at will,” which means that either the Company or the Employee can
          terminate the employment relationship at any time, with or without advance
          notice, for any reason or no reason, and with or without cause. The Employee
          acknowledges and agrees that the only way that his or her “at will”          employment
relationship, if applicable, can be altered is by a written agreement           signed by
the Employee and a duly authorized officer of the Company.  




        9.    Settlement
Of Claims. Employee hereby agrees that, to the extent           permitted by law, the
Company’s obligation to make payments provided for in           this Agreement and
otherwise to perform its obligations hereunder shall be           reduced by any amounts
owed by the Employee to the Company including, without           limitation, any set-off,
counterclaim, recoupment, defense or other right which           the Company may have
against the Employee.  




        10.    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 Employee and the Company. No waiver by either party           hereto at any time of
any breach by the other party hereto, 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 agreement or representation,           oral or
otherwise, express or implied, with respect to the subject matter hereof           has
been made by either party which is not expressly set forth in this           Agreement.  




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        11.    Governing
Law. This Agreement has been negotiated and executed in the           State of New
Jersey and is to be performed in New Jersey. This Agreement shall           be governed
by and interpreted in accordance with the laws of the State of New           Jersey,
including all matters of construction, validity, performance, and           enforcement,
without giving effect to principles of conflict of laws. Any           dispute, action,
litigation, or other proceeding concerning this Agreement shall           be instituted,
maintained, heard, and decided in the State of New Jersey.  




        12.    Severability.
If any provision of this Agreement, or the application           thereof in any
circumstance, is or becomes illegal, invalid or unenforceable,           such provision
shall be deemed severable and the invalidity or unenforceability           of any such
provision shall not affect the validity or enforceability of the           other
provisions hereof.  




        13.    Entire
Agreement. This Agreement constitutes the entire agreement between           the
parties hereto and supersedes all prior agreements, understandings and
          arrangements, if any, whether oral or written, between the parties hereto with
          respect to the subject matter hereof, including, but not limited to, any prior
          severance, change of control or similar agreements, understandings or
          arrangements previously entered into between the Company and the Employee.  




        14.    Severance
and Release Agreement. The Employee’s right to the           severance payments
under this Agreement shall be conditioned upon the           Employee’s execution
and delivery of a release agreement in a form attached           hereto as Exhibit A.  




        15.    Remedies.
All rights, remedies, undertakings, obligations, options,           covenants,
conditions, and agreements contained in this Agreement shall be           cumulative and
no one of them shall be exclusive of any other.  




        16.    Legal
Fees. The Company shall pay directly or reimburse the Employee for           all
reasonable legal fees and expenses incurred by the Executive in disputing in
          good faith any issue under this Agreement relating to the termination of the
          Employee’s employment, in seeking in good faith to obtain or enforce any
          benefit or right under this Agreement or in any tax audit or proceeding to the
          extent related to issues regarding the application of section 4999 of the
          Internal Revenue Code of 1986, as amended. Such payments or reimbursements
shall           be made within five (5) business days after receipt by the Company of the
          Employee’s written request for payment or reimbursement accompanied by
such           evidence of the amount of fees and expenses incurred as the Company may
          reasonably request. For purposes of this Section 16, any dispute by the
Employee           shall be presumed to be in good faith unless the Company establishes
by clear           and convincing evidence that the dispute was not in good faith.  




        17.    Interpretation.
The language in all parts of this Agreement shall be in           all cases construed
simply according to its fair meaning and not strictly for or           against any party.
Whenever the context requires, all words used in the singular           will be construed
to have been used in the plural, and vice versa. The           descriptive headings of
the sections and subsections of this Agreement are           inserted for convenience
only and shall not control or affect the interpretation           or construction of any
of the provisions herein.  




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




        19.    Further
Documents and Acts. Each of the parties hereto agrees to           cooperate in good
faith with the other and to execute and deliver such further           instruments and
perform such other acts as may be reasonably necessary or           appropriate to
consummate and carry into effect the transactions contemplated           under this
Agreement.  




        20.    Consultation
with Counsel. Employee acknowledges (a) that he or she has           been given the
opportunity to consult with counsel of his or her own choice           concerning this
Agreement, and (b) that he or she has read and understands this           Agreement, is
fully aware of its legal effect, and has entered into it freely           based upon his
or her own judgment with or without the advice of such counsel.  




        THE
EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND UNDERSTANDS ITS CONTENTS.
THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED BY THE COMPANY OF HIS OR
HER RIGHT TO CONSULT WITH LEGAL COUNSEL OF HIS OR HER OWN CHOICE CONCERNING THIS
AGREEMENT. BY SIGNING THIS AGREEMENT, THE EMPLOYEE AND THE COMPANY AGREE TO BE BOUND BY
ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. 
















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        IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer and the Employee has executed this Agreement as of the day and year
first above written. 



		SMART BALANCE, INC.
		

By:  ____________________________________________
		        Robert Gluck, Vice Chairman









		_______________________________________________
		EMPLOYEE















12 













Exhibit A  



RELEASE  



                Date:
________________________  




                In
consideration of the agreement of Smart Balance, Inc. (“Company”) to enter into
that certain Change of Control Agreement, dated as _____________, 2009 (“Agreement”),
with the undersigned and the promises and covenants of the Company made thereunder, the
undersigned, on behalf of himself and his respective heirs, representatives, executors,
family members, and assigns hereby fully and forever releases and discharges the Company
and its past, present and future shareholders, directors, officers, employees, agents,
attorneys, investors, administrators, affiliates, divisions, subsidiaries, predecessors,
successors and assigns from and against, and agrees not to sue or otherwise institute or
cause to be instituted any legal, alternative dispute resolution or administrative
proceeding concerning, any claim, duty, obligation or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or unsuspected, that
he may possess arising from any omissions, acts or facts that have occurred through the
date his employment terminates, including without limitation:  




                1.              Any
and all claims relating to or arising from his employment by Company and the
          termination of such employment;  




                2.              Any
and all claims under the Agreement or any other agreement or understanding
          governing the service relationship between the Company and the undersigned;  




                3.    
Any and all claims for wrongful discharge, termination in violation of good policy,
discrimination, breach of contract, both expressed or implied, covenants of good faith or
fair dealing, both expressed or implied, promissory estoppel, negligent or intentional
infliction of emotional distress, negligent or intentional misrepresentation, negligent
or intentional interference with contract or prospective economic advantage, unfair
business practice, defamation, libel, slander, negligence, personal injury, assault,
battery, invasion of privacy, false imprisonment, or conversion;  





                4.              Any
and all claims for violation of any federal, state or municipal statute,
          including, without limitation, Title VII of the Civil Rights Act of 1964, the
          Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the
          Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the
          Employee Retirement Income Security Act of 1974, the Worker Adjustment and
          Retraining Notification Act, and all amendments to each such Act as well as the
          regulations issued there under;  




                5.              Any
and all claims based on the violation of the federal or any state           constitution;  




                6.              Any
and all claims for attorneys’ fees and costs.  




                The
foregoing release shall not apply with respect to (i) Company’s payment obligations
under Paragraph 3 of the Change of Control Agreement, (ii) any obligation, whether to pay
money or otherwise, of a successor to the Company created under any agreement relating to
a Change of Control with respect to the Company, (iii) or the undersigned’s rights
under any “employee benefit plans” as that term is defined in the Employee
Retirement Income Security Act of 1974, as amended, or any award made to the undersigned
under the Smart Balance, Inc. Stock and Award Plan or the Amended and Restated Smart
Balance, Inc. Stock and Award Plan.  




13 














                The
undersigned acknowledges that (i) he has been advised by Company to consult a lawyer of
his own choice prior to executing this release and has done so or voluntarily declined to
seek such counsel, (ii) he has read this release and understands the terms and conditions
hereof and the binding nature hereof, (iii) he has had at least twenty-one (21) days
within which to consider the terms of this release and executed this release voluntarily
and without duress or undue influence on the part of Company, (iv) he has seven (7) days
to revoke his execution of this release and that such execution shall not be effective
until seven (7) days following delivery to Company (“Effective Date”), and (v)
he understands that his right to receive payments under Paragraph 3 of the Change of
Control Agreement is subject to and conditioned on the undersigned’s signing and
delivering this release to Company. 




                Initially
capitalized terms used in this release and defined in the Agreement shall have the
meanings given to such terms under the Agreement.  




		_____________________________________
		Printed Name
		

_____________________________________
		Signature
		

Date:  ________________________________






_____________________________________ 

Notary  



My Commission expires
_____________ 







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