Exhibit 10.1 



SMART BALANCE, INC.
STOCK AND AWARDS PLAN 



AMENDED STOCK
OPTION AGREEMENT 



To:    «Name»
(“you”) 



        Smart
Balance, Inc. (the “Company”) previously granted you a stock option award
(“Prior Award”), effective «Grant_Date» (the “Grant Date”)
under the terms of the Smart Balance, Inc. Stock and Awards Plan (the “Prior
Plan”). The Prior Plan was amended and restated effective August 7, 2008 in the form
of the Amended and Restated Smart Balance, Inc. Stock and Awards Plan (“Plan”),
which is incorporated into this Agreement by reference. The Award evidenced by this
Agreement (the “Option”) amends, restates, and supersedes the Prior Award in all
respects in order to bring the Prior Award into compliance with Section 409A of the
Internal Revenue Code. It is the intent of the parties that this Option shall not be
treated as the grant of a new Award or result in the addition of a deferral feature to the
Prior Award for purposes of Section 409A of the Code and Treas. Reg.
§§1.409A-1(b)(5)(v), but rather is intended as and shall be construed as an
amendment to the Prior Award that does not provide a direct or indirect reduction in the
exercise price or any additional deferral feature. 



        Initially
capitalized terms used in this Agreement and defined in the Plan shall have the meanings
given to such terms in the Plan. Copies of the Plan are available from the Compensation
Committee of the Company’s Board of Directors (“Committee”). 



	1. 	Option
Grant. 






        Your Option
permits you to purchase, on the terms and conditions set forth in this Agreement, the
number of shares (the “Option Shares”) of the Company’s common stock (the
“Common Stock”), at the exercise price (the “Exercise Price”) set
forth in the following table. 



	Number of Option Shares
	Exercise Price Per Option Share

	
«Total_Options»	«Exercise_Price»





	2. 	Option
Type. 






        Your
Option is a non-qualified stock option and is intended to conform in all respects with the
Plan. This Option is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”). 



	3. 	Term
of Option. 






        As
a general matter, your right to exercise the Option will expire on the tenth anniversary
of the Grant Date (the “Expiration Date”). As provided below, your right to
exercise the Option may expire prior to the Expiration Date, if you die or your employment
with the Company terminates. 















	4.  	Vesting. 







        You
may exercise the Option only to the extent that the Option is vested. The Option with
respect to «TimeVested_Options» Shares (“Time Vested Award”) will
vest over time and with respect to «PriceVested_Options» Shares (“Price
Vested Award”) will vest based on the closing price of the Company’s common
stock during the term of the Option. 



        Time
Vested Award. Your right to exercise the Time Vested Award will vest over time in
accordance with the following schedule, provided you are employed with the Company or any
of its Subsidiaries (collectively, the “Smart Balance Companies”) on the
applicable Anniversaries of the Grant Date listed below. 



	Anniversary of Grant Date
	Vested Percentage of Award

	1st Anniversary	25%
	2nd Anniversary	50%
	3rd Anniversary	75%
	4th Anniversary	100%





        Price
Vested Award. Your right to exercise the Price Vested Award will vest or not
depending on the closing price of the Company’s common stock. Fifty percent (50%) of
the Price Vested Award will vest if the closing price for a share of Company common stock
is at least $16.75 per share for any twenty (20) of thirty (30) consecutive trading days
during the term of the Option and fifty percent (50%) of the Price Vested Award will vest
if the closing price for a share of Company common stock is at least $20.25 per share for
any twenty (20) of thirty (30) consecutive trading days during the term of the Option. 



        Except
as otherwise provided in Section 7 below, if your employment with the Smart Balance
Companies terminates you will forfeit that portion of the Award that is not vested on the
date of your termination. 



	5. 	Change
in Control Vesting. 






        In
the event that a Change of Control occurs with respect to the Company, any portion of your
Option that is not vested shall vest, and become exercisable, upon such Change in Control. 



	6. 	Exercise. 






        Prior
to the Expiration Date and at any time during your employment with the Smart Balance
Companies, you may exercise all or a portion of your Option, to the extent vested, by
designating the number of Option Shares to be acquired in accordance with the exercise
procedures established by the Committee from time to time. Your right to exercise the
Option to the extent vested following the date your employment terminates will depend on
the reason for such termination, as described in Section 7 below. 




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        You
must pay to the Company at the time of exercise the sum of (i) the full amount of the
Exercise Price for the number of Option Shares to be acquired and (ii) an amount equal to
the aggregate minimum federal, state and local income and employment taxes that the
Company is required to withhold and deposit on behalf of you with respect to your exercise
(“Tax Obligation”). 



        You
may elect to pay the Exercise Price or your Tax Obligation by having the Company reduce
the number of Option Shares you receive upon such exercise. Alternatively, you may pay the
Exercise Price or your Tax Obligation: 



          		        a.    
               in cash; 



               



          		        b.    
               by surrendering to the Company previously acquired shares of Common Stock having
               a Fair Market Value at the time of exercise equal to the Exercise Price or Tax
               Obligation; or 



               



          		        c.    
               to the extent permitted by applicable law, by delivery of irrevocable
               instructions to a broker to (1) promptly deliver to the Company the amount of
               sale proceeds from the Option Shares or other proceeds to pay the Exercise Price
               or the Tax Obligation, and (2) deliver to you the balance of the Option Share
               proceeds in the form of cash or shares of Common Stock. 



               



        If
you pay the Exercise Price or your Tax Obligation by surrender of shares of Common Stock,
you must also submit proof acceptable to the Company substantiating your ownership of
those shares. The value of previously acquired shares of Common Stock used to pay the
Exercise Price (either directly or by attestation) of the Option Shares to be acquired or
your Tax Obligation shall be equal to the aggregate Fair Market Value of such previously
acquired shares of Common Stock on the date of the exercise. Your Option will be
considered finally exercised on the date on which your payment of the Exercise Price and
Tax Obligation is received by the Company. By exercising any portion of the Option, you
are accepting all of the terms and conditions specified in this Agreement. 



	7. 	Impact
of Termination of Employment on Option. 






        Except
as otherwise expressly provided in this Section 7 or otherwise agreed to by the Committee,
if your employment with the Smart Balance Companies terminates, (i) you will forfeit that
portion of your Option that is not vested on the date of your termination and (ii) you
will have a limited period in which to exercise such portion of any Option as was vested
on the date of your termination. The Committee, in its sole discretion, shall be
authorized to determine the nature of any termination of employment and your rights under
this Section 7 as a result of such termination and such determination shall be binding for
all purposes under this Section 7. 



             (a)    
          Death or Disability.  If you die or if the Company elects to
          terminate your employment with the Smart Balance Companies due to your
          Disability, (i) your Option to the extent not previously vested will vest and
          become non-forfeitable as of the date of your death or the date your employment
          terminates due to your Disability and (ii) your Option may be exercised
          thereafter at any time that is both before the Expiration Date and within one
          year of the date of your death or termination. To the extent not previously
          exercised, your Option will terminate and may not be exercised after the earlier
          of the Expiration Date or the first anniversary of the termination of your
          employment due to your permanent disability. 




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        Your
employment will be considered to have been terminated due to your Disability if the Board
determines, in its sole discretion, that at the time your employment terminates you were
unable to perform any material portion of your assigned duties and responsibilities, with
or without accommodation, due to a mental or physical condition that is expected to last
indefinitely. In making this determination, the Committee may rely upon such information
as it deems necessary or appropriate. 



             (b)    
          Voluntary Termination. If you voluntarily terminate your employment with
          the Smart Balance Companies, (i) your Option to the extent not previously vested
          will terminate and be forfeited as of the date your employment terminates and
          (ii) your Option, to the extent vested, may be exercised during the 90 day
          period immediately following the date your employment terminates. Any vested
          portion of the Option which remains unexercised will be forfeited, and your
          right to exercise that portion of the Option shall terminate, on the 91st
          day following the date your employment terminates. 



             (c)    
          Involuntary Termination. If your employment with the Smart Balance
          Companies is terminated by the Company other than for Cause, (i) your Option to
          the extent not previously vested will terminate and be forfeited as of the date
          your employment terminates and (ii) your Option, to the extent vested, may be
          exercised during the 90 day period immediately following the date your
          employment terminates. Any vested portion of the Option which remains
          unexercised will be forfeited, and your right to exercise that portion of the
          Option shall terminate, on the 91st day following the date your
          employment terminates. 



             d)    
          Termination for Cause. If your employment with the Smart Balance
          Companies is terminated for Cause, your Option will be forfeited and your right
          to exercise the Option, whether or not vested, shall terminate as of the date
          your employment terminates. 



             (e)    
          Non-Employee Option Holders. For purposes of this Agreement, (i)
          with respect to an individual who is an independent member of the Board, the
          terms “employee”, “employed” or “employment” shall
          refer to your service as a member of the Board and (ii) with respect to option
          holders who are independent service providers to the Company, the terms
          “employed” or “employment” shall refer to the term of the
          service relationship between you and the Company. 



	8. 	Adjustments
In Capitalization. 






        In
the event of any dividend or other distribution (in whatever form), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, or exchange of Common Stock or other securities of the
Company, issuance of warrants or other rights to purchase Common Stock or other securities
of the Company, or other similar transaction or event that affects the Common Stock, the
Committee shall adjust the terms of the Option, to the extent necessary, in its sole
discretion, in order to prevent dilution or enlargement of the benefits or potential
benefits of the Option. However, in no event shall the Committee adjust the terms of the
Option in a manner which could cause the Option to be treated as the grant of a new Option
for purposes of Section 409A of the Code and Treas. Reg. §§1.409A-2 through
1.409A-6 or cause the Company to incur a new compensation charge for financial reporting
purposes. 




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     9.    
          Rights as a Stockholder. 



        You
will have no rights as a stockholder with respect to any Option Shares until and unless
you exercise the Option and shares of Common Stock have been transferred to you. 



	10. 	Public
Offer Waiver. 






        By
executing this Agreement, you acknowledge and confirm your understanding that your rights
under the Plan arise strictly from your status as an employee of or service provider to
the Smart Balance Companies and that the Company’s grant of the Option to you is not
an offer of securities made to the general public. 



	11. 	Transferability
of Option Shares. 






        You
hereby agree not to offer, sell or otherwise attempt to dispose of any Common Stock
covered by the Option Shares in a way which would: (i) require the Company to file any
registration statement with the Securities and Exchange Commission (or any similar filing
under state law or the laws of any other country) or to amend or supplement any such
filing or (ii) violate or cause the Company to violate the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, any other state or federal law, or the laws of any other country.
The Company reserves the right to place restrictions on any Common Stock you may receive
as a result of your exercise of the Option. 



	12. 	Conformity
with the Plan. 






        This
Option is intended to conform in all respects with, and is subject to, all applicable
provisions of the Plan. Inconsistencies between this Agreement and the Plan shall be
resolved in accordance with the terms of the Plan. By accepting your Option, you agree to
be bound by the terms and conditions of this Agreement, the Plan, and any and all
conditions established by the Company in connection with Options issued under the Plan.
You also understand that this Agreement does not give you any legal or equitable right
(other than those rights constituting the Agreement itself) against the Smart Balance
Companies directly or indirectly, or give rise to any cause of action at law or in equity
against the Smart Balance Companies. 



	13.  	Interpretations.  






        Any
dispute, disagreement or question which arises under, or as a result of, or in any way
relates to the interpretation, construction or application of terms of this Agreement or
the Plan will be determined and resolved by the Committee or its authorized delegate. The
Committee’s determination or resolution will be final, binding and conclusive for all
purposes. 




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	14.  	No
Rights to Continued Employment or Future Awards.







        You
hereby acknowledge and understand that this Option shall not form part of any contract of
employment between you and any of the Smart Balance Companies. Nothing in the Agreement or
the Plan confers on you any right to continue in the employ of the Smart Balance Companies
or in any way affects the Smart Balance Companies’ right to terminate your employment
without prior notice at any time or for any reason. You further acknowledge that the
Option is being granted to you in consideration of your performance of future services for
the Smart Balance Companies and is not under any circumstances to be considered
compensation for services you performed for the Smart Balance Companies in the past. 



        You
acknowledge and agree that the granting of your Option is at the discretion of the
Committee and that acceptance of your Option is no guarantee that future Options will be
granted under the Plan. Notwithstanding anything in this Agreement or the Plan to the
contrary, the Company may amend this Agreement or the Plan, including but not limited to
modifications to any of the rights granted to you under this Agreement, without your
consent, at such time and in such manner as the Company may consider necessary or
desirable, to reflect changes in law. You also understand that the Company may amend,
resubmit, alter, change, suspend, cancel, or discontinue the Plan at any time without
limitation. 



	15. 	Consent
to Transfer Personal Data. 






        You
hereby acknowledge and consent to the collection, use, processing and transfer of your
personal data as described in this Section 15. You are not obliged to consent to such
collection, use, processing and transfer of personal data. However, failure to provide
your consent may affect your ability to participate in the Plan. As part of your
employment with the Smart Balance Companies, the Company may maintain certain personal
information about you, that may include your name, home address and telephone number, fax
number, email address, family size, marital status, sex, beneficiary information,
emergency contacts, passport / visa information, age, language skills, drivers license
information, date of birth, birth certificate, social security number or other employee
identification number, nationality, C.V. (or resume), wage history, employment references,
job title, employment or severance contract, current wage and benefit information,
personal bank account number, tax related information, plan or benefit enrollment forms
and elections, option or benefit statements, any shares of stock or directorships in the
Company, and details of all options or any other entitlements to shares of stock awarded,
canceled, purchased, vested, unvested or outstanding in your favor (the “Data”).
The Company maintains the Data for the purpose of managing and administering the Plan. The
Smart Balance Companies may transfer Data amongst themselves as needed to implement,
administer and manage your participation in the Plan, and the Company may also transfer
Data to third parties assisting the Company in the implementation, administration and
management of the Plan. These third parties may be located throughout the world, including
within the United States. By voluntarily acknowledging receipt of the Option Shares, you
are authorizing these third parties to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the purposes of implementing, administering and
managing your participation in the Plan, including any transfer of the Data that may be
required to administer the Plan and/or to permit a broker, or other third party you have
chosen, to hold any shares of Company Common Stock you may acquire pursuant to the Plan.
You may, at any time, review the Data, require any necessary amendments to it or withdraw
your consent to its collection by contacting the Company in writing; however, withdrawing
your consent may affect your ability to participate in the Plan. 




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	16.  	Miscellaneous.  






             a)    
          Modification. The Committee (or its authorized delegate) shall make all
          determinations regarding the number of Option Shares granted to you and the
          conditions set forth in this Agreement. The Committee shall maintain a copy of
          your Agreement in its records. The Committee may amend or modify this Agreement
          in any manner, provided that the Committee would have had the authority to do so
          under the Plan. However, no amendment or modification of this Agreement shall
          impair your rights under this Agreement without your express consent. Any such
          amendment, modification or supplementation of this Agreement must be in writing
          and signed by both you and a representative of the Company. 



             b)    
          Governing Law. This Agreement and the Plan shall be construed in
          accordance with the laws of the State of Delaware, without reference to any
          conflict of law principals. 



             c)    
          Successors and Assigns. Except as otherwise provided herein, this
          Agreement will bind and inure to the benefit of the respective successors and
          permitted assigns of you and the Company, whether so expressed or not. 



             d)    
          Waiver. The failure of the Company to enforce at any time any provision
          of this Agreement shall in no way be construed to be a waiver of such provision
          or any other provision hereof. 



             e)    
          Severability. Whenever feasible, each provision of this Agreement will be
          interpreted in such manner as to be effective and valid under applicable law,
          but if any provision of this Agreement is held to be prohibited by or invalid
          under applicable law, such provision will be ineffective only to the extent of
          such prohibition or invalidity, without invalidating the remainder of this
          Agreement. 



        IN
WITNESS WHEREOF, the undersigned have executed this Stock Option Grant Notice and
Agreement effective as of the day and year first above written. 



		COMPANY:
		
SMART BALANCE, INC.
		

By: _____________________________________________
		        Robert Gluck, Vice Chairman
		


GRANTEE:
		

_____________________________________________
		«Name»






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