On June 29, 2009, The Hain Celestial Group, Inc. (the "Company") entered into an amendment (the "Amendment") to the Company's employment agreement with Irwin D. Simon, dated as of July 1, 2003, as amended (the "Employment Agreement"), the material terms of which are as follows:

• Extend the term of the Employment Agreement until June 30, 2012;

• Eliminate Mr. Simon's entitlement to receive an annual grant of the equity equivalent of 300,000 stock options during the period Mr. Simon is employed by the Company. In lieu of such automatic grants, Mr. Simon will be eligible to receive long-term incentive compensation ("LTI") payable in cash, performance-based restricted stock, performance-based restricted stock units, restricted stock, restricted stock units, stock options or any combination thereof, as determined by the Compensation Committee of the Board of Directors (the "Compensation Committee") in its sole discretion. With respect to the total LTI awarded in any of the Company's fiscal years during the period Mr. Simon is employed by the Company, the LTI target award will be 225% of his base salary upon the achievement of target performance levels, with a maximum award equal to 300% of his base salary, based upon the level of achievement of certain Company and/or individual performance objectives and based on vesting conditions, in each case, as determined by the Compensation Committee in its sole discretion;

• Eliminate Mr. Simon's entitlement to the excise tax gross up that may have been payable to him in connection with a change of control of the Company. Instead, payments, distributions, or benefits or otherwise that would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code will be reduced to an amount equal to $1 less than the amount that would subject Mr. Simon to the excise tax; provided, however, that such reduction will only be made if the reduction would result in an increase in the aggregate payments provided to Mr. Simon, determined on a net after-tax basis; and

• Further clarify the definition of "change in control" consistent with the regulations under Section 409A of the Internal Revenue Code referenced in the definition.

The foregoing description of the Employment Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the actual Employment Agreement (as previously publicly filed and described by the Company) and in the full text of the Amendment included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.     Description

10.1            Amendment to Employment Agreement between the Company and Irwin D.
                Simon, dated as of June 29, 2009