Separation Agreement and General Release between the Company and Pasquale Conte, dated June 19, 2017

This Separation Agreement and General Release (the “Agreement”) is made and entered into this 19th day of June, 2017 by and between The Hain Celestial Group, Inc. (“Hain” or “Company”) and Pasquale Conte (“Employee”).

WHEREAS, Hain and Employee wish to amicably terminate their relationship;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth therein, Hain and Employee agree as follows:

Employee’s last day of employment with Hain is June 30, 2017 (the “Termination Date”).

2.     Severance Payment by Hain

As consideration for signing this Agreement and Employee’s complete compliance therewith, Hain will pay Employee the sum of $1,057,519, less applicable withholdings and deductions (the “Salary Continuation”) for a period of twelve months starting from the Effective Date (as defined below). The Salary Continuation will be payable to Employee in regular installments in accordance with the general payroll practices of the Company.

3.    Benefits

Hain agrees to continue Employee’s medical, dental and vision coverage through the last day of the month of termination. Thereafter, Employee will be eligible to elect to continue medical, dental and vision plan coverage pursuant to the notice sent to Employee by the insurance provider in accordance with the Consolidated Omnibus Budget Reconciliation Act ("COBRA"). If Employee properly and timely elects medical, dental and/or vision coverage pursuant to COBRA as coverage existed as of the Termination Date, Hain agrees to pay the cost of the premium for a period of twelve months (provided Employee executes this Agreement, remains eligible for COBRA coverage continuation, and is not eligible to participate in a group health insurance plan available through another employer) regardless of the nature, extent or cost of any other coverage available to Employee or to Employee’s spouse for Employee. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at his/her own expense, in accordance with applicable law.  In the event Employee becomes eligible for coverage under another employer’s plan or elects participation in another group medical and dental plan, Hain’s obligation to continue paying premiums under this Section shall cease immediately.  Employee affirms that he/she shall notify Hain immediately of his/her eligibility for coverage under another employer’s plan so that Hain may cease making COBRA payments on Employee’s behalf.

Employee's participation in all other benefits and incidents of employment (including, but not limited to, the accrual of vacation and paid time off, Life Insurance, AD&D, Long Term Disability, 401(k) benefits and the vesting of equity grants) cease on the Termination Date. For purposes of clarification, Employee shall remain eligible to receive a prorated award under the 2016-2018 Long Term Incentive Plan in accordance with the terms of Section 6.4(b) of the 2015-2019 Executive Incentive Plan.

4.    Payment of Salary

Except with respect to the severance payments and benefits provided by Sections 2 and 3 hereof, Employee acknowledges and represents that, as of the date Employee signed this Agreement, Hain has paid all salary, wages, bonuses, accrued vacation, housing allowances, relocation costs, interest, severance, stock, stock options, outplacement costs, fees, commissions, and all other benefits and compensation due to him/her. Notwithstanding this provision, Hain agrees to reimburse Employee for reasonable attorney’s fees incurred by Employee relating to the negotiation of this Agreement; provided, however, that Employee shall submit to the Company his request for reimbursement together with detailed invoices for the attorney’s fees with time entries.

5.     Unemployment Compensation Benefits Neutrality

Hain agrees not to voluntarily contest any application Employee may file for unemployment compensation benefits. Employee and Hain understand that securing unemployment benefits is a matter over which Hain has no control. Accordingly, in the event Employee is unsuccessful to any degree in his/her attempt to secure unemployment benefits or receives benefits and must repay them, there shall be no basis for any claim by Employee that such funds should be replaced or otherwise guaranteed by Hain. No payments of that nature shall be made by Hain to Employee under any circumstances whatsoever.

5A.    Indemnification

Notwithstanding anything to the contrary herein, including any release by Employee here, to the fullest extent permitted by applicable law and the provisions of the existing Hain Articles of Incorporation, and By-Laws, Hain shall indemnify and hold harmless the Employee from and against any and all liabilities, obligations, losses, damages, fines, taxes and interest and penalties thereon (other than taxes based on fees or other compensation received by the Employee) claims, demands, actions, suits, proceedings (whether civil, criminal, administrative, investigative or otherwise), costs, expenses and disbursements (including legal and accounting fees and expenses, costs of investigation and sums paid in settlement) of any kind or nature whatsoever (collectively, “Claims and Expenses”) which may be imposed on, incurred by or asserted at any time against the Employee in any way related to Employee’s employment by Hain, or the management or administration of Hain, or in connection with the business or affairs of Hain or the activities of the Employee on behalf of the Company (including participating in the management of an Operating Entity); provided that Employee shall not be entitled to indemnification hereunder for Claims and Expenses that are (x) incurred by such Employee as plaintiff in any action, suit or proceeding brought against the Company or (y) incurred by such Employee as a defendant in any action, suit or proceeding brought against the Employee by a third party and found by a court of competent jurisdiction in a final judgment not subject to further appeal to be attributable to such Employee’s fraud, gross negligence or willful misconduct.

6.    Release by Employee

Employee agrees that he/she would not be entitled to the consideration set forth in Sections 2 and 3 absent his/her execution and compliance with this Agreement. Except as otherwise provided in this Agreement, Hain and its current and former officers, directors, employees, agents, investors, attorneys, creditors, counsel, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns and any other affiliated or related person or entity (the “Releasees”) have no outstanding obligations to Employee. Employee, on his/her own behalf, and on behalf of his/her present and former heirs, family members, executors, creditors, agents, assigns and any other affiliated or related person or entity, hereby fully and forever releases Hain and the other Releasees from, and agrees not to sue 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 Employee may possess on the Effective Date of this Agreement, including, without limitation:

e.    any and all claims for violation of the federal, or any state, constitution;

f.    any and all claims arising out of any other laws and regulations relating to employment or employment

discrimination;

g.    any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding

or other tax treatment of any of the proceeds received by Employee as a result of this Agreement;

and

h.    any and all claims for attorneys’ fees and costs not specifically provided for in the Agreement

Hain and Employee agree that the release set forth in this Section shall be and remain in effect in all respects as a complete general release as to the matters released for all time. Employee agrees and understands this Agreement provides a full and final general release covering all known and unknown and anticipated and unanticipated injuries, debts, or damages which may have arisen, or which may arise connected with all matters from the beginning of time to the date of this Agreement, as well as those injuries, debts, claims or damages now known or disclosed which may have arisen, or which may arise, from Employee’s employment with or separation from Hain on the Termination Date. This release is not intended to bar claims for workers’ compensation benefits or unemployment insurance benefits, but Employee acknowledges that he/she is not aware of any work-related condition or injury. Moreover, Employee and Hain acknowledge that this Agreement does not limit either party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency (“Governmental Agency”), but waives the right to any personal remedy, to the maximum extent permitted by law, except that this Agreement does not limit Employee’s right to receive an award for information provided to any Governmental Agency.

    

7.    Acknowledgment of Waiver of Claims Under ADEA

Employee acknowledges that he/she is waiving and releasing any rights he/she may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. Employee and Hain agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he/she has been advised by this writing that:

8.     No Admission of Liability

Neither this Agreement, nor anything contained herein, shall be construed as an admission by the Company that it has in any respect violated or abridged any Federal, State, or local law or any right or obligation that it may owe or may have owed to Employee. No final findings or final judgments have been made and Employee does not purport and will not claim to be a prevailing party, to any degree or extent, nor will this Agreement or its terms be admissible in any proceeding other than in a proceeding for breach of the terms contained herein.

9.     Cooperation by Employee

To the maximum extent permitted by law, Employee shall assist Hain in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against Hain or any of the Releasees without additional compensation, provided, however that Hain will reimburse Employee for reasonable out-of-pocket and travel-related expenses incurred with providing such assistance. Employee and Hain acknowledge this Section does not limit the right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency without requiring notice to Hain or any of the Releasees; Employee nevertheless understands that because of the waiver and general release Employee freely provides by signing this Agreement, Employee cannot obtain any monetary relief or recovery in any such proceeding to the extent permitted by law, except that this Agreement does not limit Employee’s right to receive an award for information provided to any Governmental Agency.

10.     Confidential and Proprietary Information of Hain

In accordance with the Confidentiality Agreement (as defined below) Employee understands and agrees that all books, records, documents and information, whether written or not, pertaining to Hain's business activities, are the confidential and proprietary property of Hain (hereinafter referred to as "trade secrets and confidential and proprietary information") and must be returned in full and without retention of copies. Employee warrants, covenants, and agrees that he/she will not disclose any of Hain's trade secrets and confidential and proprietary information to any person or entity not employed, owned by, or otherwise affiliated with Hain or use such information for his/her own benefit or the benefit of any person or entity not employed, owned by, or otherwise affiliated with Hain. Employee further agrees that he/she shall not be entitled to copies, in any form, of such trade secrets and confidential and proprietary information and he/she shall immediately return to Hain any copies of such information currently in her possession or control. Notwithstanding the foregoing, nothing in this Agreement shall be construed to limit Employee from disclosing Employee’s own wages or other employment terms as provided by law.

11.     Non-Solicitation

Employee agrees that for a period of twelve (12) months immediately following his/her last day of employment, Employee shall not directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment with Hain.

12.    Return of Physical Property by Employee

Employee acknowledges his/her immediate responsibility to fully and unconditionally return all tangible property of Hain to Hain on or before the Termination Date.

13.    Nondisparagement

Employee agrees to refrain from any defamation, libel or slander of Hain or any of the Releasees to any person or entity including but not limited to Hain’s past, present or future customers, employees, clients, contractors, vendors, or to the media or health and research professional community via any form of communication including written, oral, or electronic.  Employee also agrees not to publish, discuss or comment on any remarks related to Hain or any of the other Releasees in any forum, including the internet, any web site or blog.  Further, Employee agrees to refrain from any tortious interference with Hain’s or the Releasees’ contracts and relationships.  If Hain’s Human Resources representatives are contacted by any potential future employers of Employee for a reference, Hain’s Human Resources representative shall provide Employee’s dates of employment and last position at Hain.

14.    Confidentiality of Agreement

Employee agrees not to disclose or cause to be disclosed, either directly or indirectly, to any person or organization, except to his/her spouse or domestic partner, his/her legal advisor(s) and his/her financial advisor(s), or as permitted by law, any information regarding the amount of, terms of, facts or circumstances underlying this Agreement.

15.    Responsibility for Outplacement

Hain agrees to pay up to $3,000 of outplacement services with Right Management, Inc.  Thereafter, Employee acknowledges that he shall accept full responsibility for all costs related to his own job search and will not look to Hain for any reimbursement of postage, printing, resume preparation, outplacement counseling or any other related expense.

Employee agrees and understands that the Company has no obligation to pay the monies and/or benefits in Sections 2 and 3 above unless Employee signs this Agreement and complies with its terms.

The parties hereto agree that this Agreement may not be modified, altered or changed, except by a written agreement signed by the parties hereto. This Agreement and the Confidentiality Agreement dated July 27, 2009, by and between Hain and the Employee, which is annexed hereto as Exhibit A (the “Confidentiality Agreement”) represent the entire agreement and understanding between Hain and Employee concerning the subject matter of this Agreement and Employee's relationship with Hain, and supersede and replace any and all prior agreements and understandings between the parties concerning the subject matter of this Agreement and Employee's relationship with Hain. If any provision of this Agreement is held to be invalid, the court rendering that finding shall interpret or modify each such clause to be enforceable to fulfill the parties’ stated intent. If that cannot be done, such clause(s) shall be void and the remaining provisions shall remain in full force and effect. If any term or provision of this Agreement or the application thereof to Employee or circumstance shall to any extent be invalid or unenforceable, such provision will be modified, rewritten or interpreted by the parties to include as much of its nature and scope as will render it enforceable.

18.     Breach of Agreement

Employee acknowledges and agrees that any breach hereof constitutes a material breach of this Agreement and shall entitle the Company immediately to recover the severance payments and benefits provided by Sections 2 and 3. In addition, should Employee violate any provision of this Agreement, the Company may apply for appropriate relief. In any proceeding to enforce the terms of this Agreement, the Agreement may be introduced under seal in order to maintain its confidentiality. Employee understands and agrees that the damage to the Company due to any such breach will be extremely difficult to determine. Because of this difficulty, Employee agrees that in the event of a finding of such breach, he/she will forfeit and return to Hain all amounts received pursuant to this Agreement. Notwithstanding any such relief, all of the other terms of this Agreement, including, without limitation, Employee’s release of claims, shall remain in full force and effect. The remedies provided for in this provision shall not be construed to be exclusive and do not bar any other claims for relief. In addition, Hain shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in the successful enforcement of any such relief.

Any dispute, controversy or claim arising out of or relating to this Agreement or your employment or the termination of such employment, shall be arbitrated in the County of Nassau, New York, before a single arbitrator in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association.  If the parties to any such controversy are unable to agree upon an arbitrator, then an arbitrator shall be appointed in accordance with such rules.  The parties agree that the determination of the arbitrator shall be made in writing, shall be by reasoned award, and that the arbitrator shall apply the substantive laws of the State of New York.  For purposes of any actions or proceedings ancillary to the arbitration referenced above (including, but not limited to, proceedings seeking injunctive or other interim relief or to enforce an

arbitration award), the parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in the County of Nassau, New York.

20.    Governing Law

This Agreement shall be governed by the laws of the State of New York, without regard for choice of law provisions.

21.    Effective Date

This Agreement is effective after it has been signed by both parties and eight (8) days have passed following the date Employee signed the Agreement (the “Effective Date”). Any revocation prior to the eighth day after the Employee has signed this Agreement must be submitted, in writing, to Mia DiBella, Senior Vice President, Human Resources and state, “I hereby revoke my acceptance of our Separation Agreement and General Release.” The revocation must be delivered to Mia DiBella and postmarked within seven (7) calendar days of execution of this Agreement.

Employee is competent to effect a knowing and voluntary general and unlimited release of all claims and to enter into this Agreement.  Employee is not affected or impaired in his/her ability voluntarily and knowingly to consider and to execute this Agreement, whether by illness, use of alcohol, drugs or other substances or conditions.  Employee is not a party to any bankruptcy, lien, assignment, creditor-debtor or other proceeding which would impair the right to settle all claims against Hain or to waive all claims that Employee may have against Released Parties.

Employee warrants that, as of the date he/she signs this Agreement he/she, is not a Medicare beneficiary, is not Medicare eligible, is not within thirty months of becoming Medicare eligible, is not suffering from end stage renal failure or amyotrophic lateral sclerosis, has not received Social Security benefits for twenty-four (24) months or longer, has not applied for Social Security benefits, and/or has not been denied Social Security disability benefits and appealing the denial. Employee affirms, covenants, and warrants that he/she has made no claim against, nor is he/she aware of any facts supporting, any claim against Hain or Releasees under which they could be liable for medical expenses incurred by Employee before or after the execution of this Agreement. Furthermore, Employee is aware of no medical expenses which Medicare has paid and for which Hain or Releasees are or could be liable. Employee agrees and affirms that, to the best of his/her knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. Employee will indemnify, defend, and hold Hain and Releasees harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys’ fees. Employee specifically waives any claims for damages against any and all of the Releasees under this agreement including, without limitation, a private cause of action provided by 42 U.S.C. § 1395y(b)(3)(A). Employee and Hain acknowledge and understand that any present or future action or decision by the Centers for Medicare and Medicaid Services or Medicare on this settlement, or Employee’s eligibility or entitlement to Medicare or Medicare payments, will not render this Agreement void or ineffective, or in any way affect the finality of this Agreement.

24. Voluntary Execution

Employee acknowledges that he/she has carefully read this Agreement and understands all of its terms including the general and final release of claims set forth above and covenant not to sue. Employee further acknowledges that he/she has voluntarily entered into this Agreement; that he/she has not relied upon any representation or statement, written or oral, not set forth in this Agreement; that the only consideration for signing this Agreement is as set forth herein; that the consideration received for executing this Agreement is greater than that to which he/she may otherwise be entitled; and that this document gives him/her the opportunity and encourages him/her to have this Agreement reviewed by his/her attorney and tax advisor.

    

The parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below:

THE HAIN CELESTIAL GROUP, INC.