HORIZON ORGANIC HOLDING CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a2041659zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>
                                                                EXHIBIT 10.2

                       HORIZON ORGANIC HOLDING CORPORATION

                            STOCK OPTION GRANT NOTICE

HORIZON ORGANIC HOLDING CORPORATION (the "Company"), pursuant to its 1998 Equity
Incentive Plan (the "Plan"), hereby grants to Optionee an option to purchase the
number of shares of the Company's common stock set forth below. This option is
subject to all of the terms and conditions as set forth herein and in
Attachments I, II, and III, which are incorporated herein in their entirety.

Optionee:                         .................................
Date of Grant:                    .................................
Vesting Commencement Date:        .................................
Shares Subject to Option:         .................................
Exercise Price Per Share:         .................................
Expiration Date:                  .................................

TYPE OF GRANT: |_| Incentive Stock Option |_| Nonstatutory Stock Option

EXERCISE SCHEDULE:      Same as vesting schedule.

VESTING SCHEDULE: 25% vests on the one year anniversary of the Vesting
     Commencement Date; 25% vests on each annual anniversary thereafter.

PAYMENT: By one or a combination of the checked items (as described in section
     6(c) of the Plan):

|_| By cash or check |_| Pursuant to a Regulation T program(1) |_| By delivery
of already-owned shares


ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionee acknowledges receipt
of, and understands and agrees to, this Grant Notice, the Stock Option Agreement
and the Plan. Optionee further acknowledges that as of the Date of Grant, this
Grant Notice, the Stock Option Agreement and the Plan set forth the entire
understanding between Optionee and the Company regarding the acquisition of
stock in the Company and supersede all prior oral and written agreements on that
subject with the exception of (i) options previously granted and delivered to
Optionee under the Plan, and (ii) the following agreements only:

         OTHER AGREEMENTS:.........................................
                          .........................................
                          .........................................


HORIZON ORGANIC HOLDING CORPORATION            OPTIONEE:

By: .................................          .................................
                                               Signature

Title: ...............................


Date: ................................         Date:............................

Attachment I:      Stock Option Agreement
Attachment II:     1998 Equity Incentive Plan
Attachment III:    Notice of Exercise


----------------------
(1)    Exercise of an option pursuant to Regulation T, as promulgated by the
Federal Reserve Board, results in either the receipt of cash (or check) by
the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds.


<PAGE>


                       HORIZON ORGANIC HOLDING CORPORATION
                             STOCK OPTION AGREEMENT

         Pursuant to the Grant Notice and this Stock Option Agreement, the
Company has granted you an option to purchase the number of shares of the
Company's common stock ("Common Stock") indicated in the Grant Notice at the
exercise price indicated in the Grant Notice. Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.

         The details of your option are as follows:

     VESTING. Subject to the limitations contained herein, your option will vest
as provided in the Grant Notice, provided that (i) vesting will accelerate and
your option will be fully exercisable upon the termination of your Continuous
Service due to death or Disability and (ii) vesting will cease upon the
termination of your Continuous Service for any other reason.

     EXERCISE PRIOR TO VESTING. If permitted in the Grant Notice (i.e., the
"Exercise Schedule" indicates that your option is "Immediately exercisable"),
and subject to the provisions of this option, you may elect, at any time that is
both (i) during the period of your Continuous Service and (ii) during the term
of your option, to exercise all or part of your option, including the nonvested
portion of your option; provided, however, that:

         (a) a partial exercise of your option shall be deemed to cover first
vested shares and then the earliest vesting installment of unvested shares;

         (b) any shares so purchased from installments which have not vested as
of the date of exercise shall be subject to the purchase option in favor of the
Company as described in the Company's form of Early Exercise Stock Purchase
Agreement;

         (c) you shall enter into the Company's form of Early Exercise Stock
Purchase Agreement with a vesting schedule that will result in the same vesting
as if no early exercise had occurred; and

         (d) your option shall not be exercisable with respect to any unvested
installment to the extent such exercise would cause the aggregate fair market
value of any shares subject to incentive stock options granted you by the
Company (valued as of their grant date) which would become exercisable for the
first time during any calendar year to exceed $100,000.

     METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price in any manner that is permitted by the Grant Notice.

     WHOLE SHARES.  Your option may only be exercised for whole shares.

     SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, your option may not be exercised unless the shares issuable
upon exercise of your option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act. The exercise of your option must also comply with other
applicable laws and regulations governing the option, and the option may not be
exercised if the Company determines that the exercise would not be in material
compliance with such laws and regulations.

     TERM. The term of your option commences on the Date of Grant and expires
upon the earliest of:

     (e) the Expiration Date indicated in the Grant Notice;

     (f) the tenth (10th) anniversary of the Date of Grant;

     (g) twelve (12) months after your death, if you die during, or within three
(3) months after, the termination of your Continuous Service;

     (h) twelve (12) months after the termination of your Continuous Service due
to Disability; or

     (i) three (3) months after the termination of your Continuous Service for
any other reason, provided that if during any part of such three (3) month
period the option is not exercisable solely because of the condition set forth
in paragraph 5, in which event the option shall not expire until the earlier of
the Expiration Date or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of Continuous Service.


<PAGE>

              To obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on
the date of grant of the option and ending on the day three (3) months before
the date of the option's exercise, you must be an employee of the Company or
an Affiliate of the Company, except in the event of your death or Disability.
The Company has provided for extended exercisability of your option under
certain circumstances for your benefit, but cannot guarantee that your option
will necessarily be treated as an "incentive stock option" if you provide
services to the Company or an Affiliate of the Company as a Consultant or if
you exercise your option more than three (3) months after the date your
employment with the Company terminates.

     EXERCISE.

         (j) You may exercise the vested portion of your option (and the
unvested portion of your option if the Grant Notice so permits) during its term
by delivering a Notice of Exercise (in a form designated by the Company)
together with the exercise price to the Secretary of the Company, or to such
other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.

         (k)  By exercising your option you agree that:

                  (i) as a condition to any exercise of your option, the Company
may require you to enter an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of
(1) the exercise of your option; (2) the lapse of any substantial risk of
forfeiture to which the shares are subject at the time of exercise; or (3) the
disposition of shares acquired upon such exercise;

                  (ii) you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the shares of the Common
Stock issued upon exercise of an incentive stock option that occurs within two
(2) years after the date of your option grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of your option; and

                  (iii) the Company (or a representative of the underwriters)
may, in connection with the first underwritten registration of the offering of
any securities of the Company under the Securities Act, require that you not
sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale, any shares of Common Stock or other securities of the
Company held by you, for a period of time specified by the underwriter(s) (not
to exceed one hundred eighty (180) days) following the effective date of the
registration statement of the Company filed under the Securities Act. You
further agree to execute and deliver such other agreements as may be reasonably
requested by the Company and/or the underwriter(s) which are consistent with the
foregoing or which are necessary to give further effect thereto. In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your Common Stock until the end of such period.

     TRANSFERABILITY. Your option is not transferable, except by will or by the
laws of descent and distribution, and is exercisable during your life only by
you. Notwithstanding the foregoing, by delivering written notice to the Company,
in a form satisfactory to the Company, you may designate a third party who, in
the event of your death, shall thereafter be entitled to exercise your option.

     OPTION NOT A SERVICE CONTRACT. Your option is not an employment contract
and nothing in your option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company or an
Affiliate, or of the Company or an Affiliate to continue your employment. In
addition, nothing in your option shall obligate the Company or an Affiliate of
the Company, or their respective stockholders, Board of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.

     INFORMATION. You may obtain additional information about your option or the
Plan by contacting the Plan Administrator, orally or in writing, at (303)
530-2711 or 6311 Horizon Lane, Longmont, Colorado 80503. The Plan is
administered by the Compensation Committee of the Board of Directors of the
Company pursuant to authority delegated by the Board of Directors of the
Company.

     ADDITIONAL DOCUMENTATION. The following documents are incorporated into
this Agreement by reference. A copy of these documents are available to you
without charge, upon written or oral request, made to the Plan Administrator at
(303) 530-2711 or 6311 Horizon Lane, Longmont, Colorado 80503. Those documents
include:


                                       3
<PAGE>

     i.)  The Company's Annual Report on form 10-K for the year ended December
          31, 1999;

     ii.) all other reports filed by the Company since the end of 1999 pursuant
          to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934;

     iii.) a description of the Company's common stock which is contained
          in the Company's Registration Statement filed under Section 12 of the
          Exchange Act, including any amendments or reports filed for the
          purpose of updated such description;

     iv.) a copy of the Company's Annual Report to Securities Holders for the
          year 2000; and thereafter

     v.)  a copy of the Company's Proxy Statement for the 2000 Annual
          Shareholders meeting and such meetings occurring thereafter.

     NOTICES. Any notices provided for in your option or the Plan shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.

     GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your option, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the Plan. In the
event of any conflict between the provisions of your option and those of the
Plan, the provisions of the Plan shall control.


                                       4

<PAGE>



                       HORIZON ORGANIC HOLDING CORPORATION
                           1998 EQUITY INCENTIVE PLAN

                               NOTICE OF EXERCISE

Horizon Organic Holding Corporation
6311 Horizon Lane
Longmont, Colorado 80503                       Date of Exercise:...............

Ladies and Gentlemen:

         This constitutes notice under my stock option that I elect to purchase
the number of shares for the price set forth below.

         Type of option:                 .....Incentive       .....Nonstatutory

         Stock option dated:             .....................

         Number of shares for
         which option is exercised:      .....................

         Certificates to be
         issued in name of:              .....................

         Total exercise price:           $.....................

         Cash payment delivered
         herewith:                       $.....................

         Value of ______ shares of
         stock delivered herewith(1):    $.....................

         By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the Company's 1998 Equity Incentive
Plan, (ii) to provide for the payment by me to you (in the manner designated by
you) of your withholding obligation, if any, relating to the exercise of the
Option, and (iii) to the extent the Option is an incentive stock option, to
notify you in writing within fifteen (15) days after the date of any disposition
of any of the shares of Common Stock issued upon exercise of this Option that
occurs within two (2) years after the date of grant of the Option OR within one
(1) year after such shares of Common Stock are issued upon exercise of the
Option.

         I further agree that, if required by the Company (or a representative
of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Act, I will not to sell,
dispose of, transfer, make any short sale of, grant any option for the purchase
of, or enter into any hedging or similar transaction with the same economic
effect as a sale, any shares or other securities of the Company held by me, for
a period of time specified by the underwriter(s) (not to exceed one hundred
eighty (180) days) following the effective date of a registration statement of
the Company filed under the Act. I further agree to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the
underwriter(s) which are consistent with the foregoing or which are necessary to
give further effect thereto. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to my shares until
the end of such period.

                                               Very truly yours,

                                               .................................


                                       5

</TEXT>
</DOCUMENT>
