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Agreement#: AG-406440
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Employment Agreement For Evp And Cfo

Effective Date: June 30, 2002
Parties:

Hain Celestial Group

Sectors: Food, Beverages and Tobacco
Title


Executive Vice President and Chief Financial Officer, reporting directly to Irwin D. Simon, Hain's Chief Executive Officer.


Term


An initial term commencing October 1, 2001 and ending June 30, 2002. Mr. Lamel's employment will automatically renew in one year increments effective July 1 of each fiscal year unless notice not to renew is delivered by Hain or Mr. Lamel 90 days prior to the next renewal date.


Annual Base Salary


For the Fiscal
Year Ending Amount
June 30, 2002 $300,000 (pro rated from
employment commencement date)


Annual base salary will be reviewed annually and will be subject to upward adjustment based on performance and market factors.


Annual Bonus


Mr. Lamel's annual bonus shall be determined in accordance with Hain's current policies for executive officer compensation and shall be based on performance and market factors. Mr. Lamel will receive a minimum annual bonus equal to at least 25% of his annual base salary during the first two years of his employment (pro rated for the fiscal year ending June 30, 2002), but in no event shall Mr. Lamel's annual base salary and annual bonus be less than $375,000 during the term of his employment with Hain; provided, payment of Mr. Lamel's annual bonus for the fiscal year ending June 30, 2002 will be contingent upon his continued employment with Hain for one year beyond the commencement of this agreement. In addition, Mr. Lamel will have the opportunity to earn the highest non-CEO bonus in terms of dollar value not percentage of annual base salary.


Benefits


Standard Hain benefits for senior executives.


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