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Form of Notice of Grant of Restricted Stock Award

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Exhibit 10.2


NOTICE OF GRANT OF RESTRICTED STOCK The Participant has been granted an award (the " Award" ) pursuant to The Hain Celestial Group, Inc. 2000 Directors Stock Plan (as amended and restated effective March 11, 2009) (the " Plan" ) of certain shares of the Company' s common stock (the " Shares" ), as follows: Director:

Date of Grant: [
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