Document

As consideration for signing this Agreement and Employee’s complete compliance therewith, Hain shall provide Employee with cash severance in the aggregate amount of $4,725,000 (equal to two (2) times the sum of Employee’s annual base salary plus Employee’s target annual bonus as of the Termination Date), less applicable withholdings and deductions, payable over a period of two (2) years starting from the Effective Date (as defined below), payable in biweekly installments in accordance with the general payroll practices of the Company. This severance is in accordance with the severance obligation provided in Paragraph 11.b of the Employment Agreement in the event of a termination by the Company without Cause.

Employee shall be eligible to receive a prorated annual bonus under the Company’s Fiscal Year 2023 Annual Incentive Plan (the “2023 AIP”). The prorated target bonus amount shall be $656,250 (the “FY23 Prorated Target Bonus Amount”), which is equal to fifty percent (50%) of Employee’s target annual bonus amount under the 2023 AIP in effect prior to the entry into this Agreement, based on the amount of time Employee served as an employee of the Company during the Company’s fiscal year 2023. The prorated bonus opportunity under the 2023 AIP shall not be subject to an individual performance component, such that Employee shall receive a payout equal to the percentage payout based on Company performance during the full fiscal year 2023 against the applicable Company performance targets under the 2023 AIP multiplied by the FY23 Prorated Target Bonus Amount. Any payout of a prorated annual bonus under this Section shall be made on or about the date that payouts under the 2023 AIP are made to employees, is subject to all other terms and conditions of the 2023 AIP and is subject to determinations thereunder by the Compensation Committee of the Company’s Board of Directors in its reasonable discretion.

The following equity awards held by Employee shall terminate in accordance with their terms as of the Termination Date: (A) 32,696 restricted share units (“RSUs”) granted on November 18, 2021 (in an original award amount of 49,044 RSUs, of which 16,348 RSUs vested on November 18, 2022), (B) 49,289 performance share units (“PSUs”) granted on November 18, 2021, (C) 24,277 PSUs granted on November 18, 2021 and (D) 80,172 RSUs granted on September 8, 2022.

In furtherance of the mutual desire of the Company and Employee to ensure a smooth transition of Employee’s responsibilities to the successor President and Chief Executive Officer, to be accomplished in part through Employee’s continued service on the Board as contemplated in Section 7 below, the following equity awards held by Employee shall remain partially outstanding following the Termination Date on a prorated basis in accordance with this paragraph: (A) 80,572 PSUs granted on September 8, 2022 (the “FY23 LTIP Relative TSR PSUs”), and (B) 39,685 PSUs granted on September 8, 2022 (the “FY23 LTIP Absolute TSR PSUs,” and together with the FY23 LTIP Relative TSR PSUs, the “FY23 LTIP PSUs”). The FY23 LTIP PSUs shall be prorated fifty percent (50%) based on the amount of time Employee served as an employee of the Company during the Company’s fiscal year 2023, such that as of the Termination Date the Target Number of PSUs (as defined in the award agreement) under the FY23 LTIP Relative TSR PSUs shall be 40,286 PSUs and the Target Number of PSUs (as defined in the award agreement) under the FY23 LTIP Absolute TSR PSUs shall be 19,843 PSUs. All other terms and conditions of the FY23 LTIP PSUs shall remain in effect, provided that the time-based vesting conditions set forth in Section 4.3 of the respective award agreements shall no longer apply, and instead the following time-based vesting condition shall apply:

A)If Employee serves as a member of the Company’s Board of Directors until the earlier of (i) the date of the Company’s 2023 annual meeting of stockholders or (ii) any earlier date mutually agreed between Employee and the Company’s Board of Directors for Employee’s departure from the Board of Directors, then the time-based vesting condition shall be satisfied;

For the avoidance of doubt, in addition to the above time-based vesting condition, any future vesting of the FY23 LTIP PSUs is subject to attainment during the Performance Period (ending September 6, 2025 or the effective date of any earlier Change in Control, as defined in the award agreements) of the performance goals set forth in the award agreements and all other terms and conditions set forth in the award agreements.

Following the Termination Date, Employee will be eligible to elect to continue medical, dental and vision plan coverage pursuant to the notice sent to Employee by the Company’s 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 such elected coverage (subject to applicable taxes) for the entire 18-month COBRA period, beginning on January 1, 2023 and ending June 30, 2024, provided Employee remains eligible for COBRA coverage continuation. From July 1, 2024 through December 31, 2024, the Company will reimburse Employee for the cost of any private medical, dental and vision coverage procured by Employee that is substantially similar to the coverage that Employee elected as of the Termination Date.

Except with respect to (A) the severance payments provided by Section 2 hereof, (B) the prorated annual bonus opportunity under the 2023 AIP provided by Section 3 hereof, (C) the prorated continuation of the FY23 LTIP PSUs provided by the second paragraph of Section 4 hereof, (D) the benefits provided by Section 5 hereof and (E) accrued vacation through the Termination Date (which accrued and unused vacation will be paid to Employee in accordance with the Company’s standard policy and practices), Employee acknowledges and represents that, as of the date Employee signed this Agreement, Hain has paid all salary, wages, bonuses, equity, housing allowances, relocation costs, interest, severance, stock, fees, commissions, and any and all other benefits and compensation due to Employee.

Employee will continue to be a member of the Company’s Board of Directors following the Termination Date, notwithstanding the last sentence of Section 2 of the Employment Agreement. There are no agreements or understandings with respect to Employee’s nomination for election to the Board of Directors at future annual meetings of stockholders of the Company. Employee hereby waives the right to receive any compensation under the Company’s compensation program for non-employee directors through the date of the Company’s 2023 annual meeting of stockholders.

Notwithstanding anything to the contrary herein, including any release by Employee herein, to the fullest extent permitted by applicable law and the provisions of the existing Hain Certificate of Incorporation, Hain shall indemnify and hold harmless 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 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 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 Employee on behalf of the Company; provided that Employee shall not be entitled to indemnification hereunder for Claims and Expenses that are (i) incurred by Employee as plaintiff in any action, suit or proceeding brought against the Company or (ii) incurred by Employee as a

Employee agrees that Employee would not be entitled to the consideration and benefits set forth in Sections 2 through 5 hereof absent Employee’s execution and fulfillment of this Agreement. As a consequence of execution of 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 Employee’s own behalf, and on behalf of Employee’s 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 up to and including the Effective Date of this Agreement, including, without limitation:

b.any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of, shares of Company stock, including, but not limited to, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

c.any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; qui tam; whistleblower, battery; invasion of privacy; false imprisonment; and conversion;

d.any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Fair Credit Reporting Act; the New York State Executive Law (including its Human Rights Law); the New York City Administrative Code (including its Human Rights Law); the New York State Labor Law; the New York wage, wage payment, wage theft and wage-hour laws; and the Sarbanes-Oxley Act;

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 Effective Date, 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 Employee 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 investigation, hearing, whistleblower proceeding, or other federal, state or local governmental agency (“Governmental Agency”) proceeding, but Employee 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.

Employee acknowledges that Employee is waiving and releasing any rights Employee 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 Employee has been advised by this writing that:

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.

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 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, as set forth in Section 9.

In accordance with Section 12 of the Employment Agreement, 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 Employee 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 Employee’s own benefit or the benefit of any person or entity not employed, owned by, or otherwise affiliated with Hain. Employee further agrees that Employee shall not be entitled to copies, in any form, of such trade secrets and confidential and proprietary information and Employee shall immediately return to Hain any copies of such information currently in Employee’s 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.

Notwithstanding anything herein to the contrary, this Agreement does not limit or interfere with Employee’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with any self-regulatory organization or U.S. federal, state, or local governmental or law enforcement branch, agency, commission, or entity (collectively, a “Government Entity”) for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Entity, including by providing documents or other

information, or (iii) filing a charge or complaint with a Government Entity, provided that in each case, such communications, participation, and disclosures are consistent with applicable law. Additionally, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding, if Employee files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.

Notwithstanding anything herein to the contrary, in light of Employee’s continuing service on the Company’s Board of Directors as described in Section 7 hereof and to facilitate the transition of Employee’s responsibilities to Employee’s successor, Employee shall be entitled to retain the Company-owned laptop currently being used by Employee and have access to Company systems and data for so long as Employee remains a member of the Board of Directors and for so long as mutually agreed by Employee and the Company.

Employee acknowledges that the provisions of the Employment Agreement that are designed to survive the termination of the Employment Agreement shall survive in full force and effect for the applicable periods contained therein. For the avoidance of doubt, such provisions of the Employment Agreement that shall survive the termination of the Employment Agreement include, without limitation, Section 12 (Confidential Information), Section 13 (Non-Competition), Section 14 (Non-Solicitation), Section 15(c) and (d) (Intellectual Property), Section 16 (Nondisparagement) and Section 17 (Acknowledgements) (collectively, the “Post-Employment Restrictive Covenants”).

Subject to the last paragraph of Section 13 above, Employee acknowledges Employee’s immediate responsibility to fully and unconditionally return all tangible property of Hain to Hain on or before the Termination Date. Employee acknowledges that prior to Employee’s termination, Employee will not alter or remove any Hain related data or documents from any electronic property of the Company and Employee will return all electronic property in full working order.

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 consumer packaged goods 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.

Employee agrees and understands that the Company has no obligation to pay or provide (A) the severance payments provided by Section 2 hereof, (B) the prorated annual bonus opportunity under the 2023 AIP provided by Section 3 hereof, (C) the prorated continuation of the FY23 LTIP PSUs provided by the second paragraph of Section 4 hereof or (D) the benefits provided by Section 5 hereof unless Employee signs this Agreement and follows 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 represents the entire agreement and understanding between Hain and Employee concerning the subject matter of this Agreement and Employee's relationship with Hain, and supersedes and replaces any and all prior agreements and understandings between the parties concerning the subject matter of this Agreement and Employee's relationship with Hain, provided that as set forth in Section 14 above, the provisions of the Employment Agreement that are designed to survive the termination of the Employment Agreement, including without limitation the Post-Employment Restrictive Covenants, shall survive in full force and effect for the applicable periods contained therein. 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. Otherwise, Hain shall be entitled to the return of the entire consideration under this Agreement.

Employee acknowledges and agrees that should Employee breach this Agreement or the Post-Employment Restrictive Covenants, the Company shall be entitled immediately to recover 95% of the severance payments, other payments and benefits set forth in Sections 2 through 5 already provided and to cease any outstanding consideration without impacting Employee’s release of claims and other obligations hereunder, without limitation to any other remedies, including equitable remedies. 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.

This Agreement is effective after it has been signed by both parties and after eight (8) days have passed following the date of Employee’s signature on the Agreement (the “Effective Date”). Any revocation prior to the eighth day after the date of Employee’s signature must be submitted, in writing, to JoAnn Murray, Executive Vice President, Chief Human Resources Officer and state, “I hereby revoke my acceptance of our Separation Agreement and General Release.” The revocation must be delivered to JoAnn Murray 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 Employee’s 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 acknowledges that Employee 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 Employee has voluntarily entered into this Agreement; that Employee 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 Employee may otherwise be entitled; and that this document gives Employee the opportunity and encourages Employee to have this Agreement reviewed by Employee’s attorney and tax advisor.

EMPLOYEE MAY REVOKE THIS AGREEMENT DURING THE SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO JOANN MURRAY, EXECUTIVE VICE PRESIDENT, CHIEF HUMAN RESOURCES OFFICER AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR SEPARATION AGREEMENT AND GENERAL RELEASE." THE REVOCATION MUST BE PERSONALLY DELIVERED TO JOANN MURRAY OR HER DESIGNEE, OR MAILED TO JOANN MURRAY AT THE HAIN CELESTIAL GROUP, INC., 1111 MARCUS AVENUE, LAKE SUCCESS, NEW YORK 11042 AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS THIS AGREEMENT.


		THE HAIN CELESTIAL GROUP, INC.



/s/ Mark L. Schiller	By:	/s/ Dawn M. Zier
Mark L. Schiller		Dawn M. Zier
		Chair of the Board

Date: December 31, 2022		Date: December 31, 2022