The Hain Celestial Group, Inc. (HAIN) 8-K/A Departure of Directors or Principal Officers

Exhibit 10.6

THE HAIN CELESTIAL GROUP, INC.
NOTICE OF GRANT OF RESTRICTED STOCK

The Participant has been granted an award (the“Award”) pursuant to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the“Plan”) of certain shares of the Company’s common stock (the“Shares”), as follows:

Participant:		Employee ID:
Date of Grant:	[              ]
Total Number of Shares:		Location:
Fair Market Value per Share on Date of Grant:
Vesting of Shares:	[The Shares shall vest in accordance with the schedule set forth below.]

Vesting Date	Number of Vested Shares
[                    ]	[                    ]
[                    ]	[                    ]
[                    ]	[                    ]

THE HAIN CELESTIAL GROUP, INC.	PARTICIPANT
By:
	Signature
Its:
	Date
	Address

ATTACHMENTS: The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan, as amended to the Date of Grant; Restricted Stock Agreement; Assignment Separate from Certificate