Sample Business Contracts

Stock Option Agreement - Hansen Natural Corp. and Kirk S. Blower

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February 2, 1999
                             STOCK OPTION AGREEMENT

     This Stock Option Agreement ("Agreement") is made as of February 2, 1999 by
and between Hansen Natural Corporation,  a Delaware corporation (the "Company"),
and Kirk S. Blower ("Holder").

                              Preliminary Recitals

     A.  Holder is an  employee  of the  Company or one of its  subsidiaries  or
     B.  Pursuant  to the Hansen  Natural  Corporation  Stock  Option  Plan (the
"Plan"),  the  Company  desires to grant  Holder an  incentive  stock  option to
purchase  shares of the Company's  common stock,  par value $.005 per share (the
"Common Stock").

     NOW, THEREFORE, the Company and Holder agree as follows:
     1. Grant of Incentive  Stock Option.  The Company  hereby grants to Holder,
subject to the terms and conditions set forth herein, the incentive stock option
("ISO") to purchase up to 12,500 shares of Common Stock,  at the purchase  price
of $4.25 per share,  such ISO to be  exercisable  and  exercised as  hereinafter
     2. Exercise Period. The ISO shall expire three months after the termination
of the Holder's  employment with the Company and its subsidiaries and affiliates
(the "Hansen  Natural Group") unless the employment is terminated by a member of
the Hansen  Natural Group for Cause (as defined  below) or unless the employment
is terminated by reason of the death or Total  Disability  (as defined below) of
Holder.  If the  Holder's  employment  is  terminated  by a member of the Hansen
Natural  Group  for  Cause,  the ISO  shall  expire  as of the  date  employment
terminates.  If the  Holder's  employment  terminates  due to his death or Total
Disability,  then the ISO may be exercised by Holder or the person or persons to
which  Holder's  rights under this  Agreement pass by will, or if no such person
has such right, by his executors or administrators,  within six months after the
date of death or  Total  Disability,  but no  later  than  the  expiration  date
specified  in Section  3(c) below.  "Cause"  means the  Holder's act of fraud or
dishonesty,  knowing  and  material  failure to comply with  applicable  laws or
regulations,  failure  to  satisfactorily  perform  his  duties  of  employment,
insubordination  or drug or alcohol abuse, as determined by the Committee of the
Hansen  Natural   Corporation  Stock  Option  Plan  (the  "Committee").   "Total
Disability" means the complete and permanent  inability of Holder to perform all
of his duties of  employment  with the Company,  as  determined by the Committee
upon the basis of such evidence, including independent medical reports and data,
as the Committee deems appropriate or necessary.

     3. Exercise of Option
     (a)  Subject  to  the  other  terms  of  this   Agreement   regarding   the
exercisability of the ISO,  including without  limitation,  paragraph (b) below,
and provided that Holder is employed by a member of the Hansen  Natural Group on
the  relevant  date,  the ISO may only be  exercised in respect of the number of
shares listed in column A from and after the exercise dates listed in column B,
                   Column "A"                            Column "B"
                 Number of Shares                       Exercise Date

                     2,500                            February 2, 2000
                     2,500                            February 2, 2001
                     2,500                            February 2, 2002
                     2,500                            February 2, 2003
                     2,500                            February 2, 2004
Total Shares        12,500

     (b)  Holder's  right to exercise  the ISO in  accordance  with the exercise
schedule set forth in paragraph  (a) above  shall,  in respect of each  exercise
date,  be subject to Holder  having  achieved  for the most  recently  completed
calendar year prior to such respective  exercise date,  his/her respective sales
and/or  performance  goals,  as the case may be,  determined  for such period by
Hansen  Beverage  Company.  Consequently,  failure by Holder to achieve  his/her
sales and/or performance goals for any applicable  calendar year shall result in
the  forfeiture  in each case by Holder of the ISO in respect of that  number of
shares  listed  in  Column  A of  paragraph  (a)  that  would  otherwise  become
exercisable  on the closest date after the end of such calendar  year  reflected
alongside that number of shares in Column B. For example,  if the sales achieved
by Holder in the calendar year ended December 31, 2001,  amounts to 95,000 cases
out of an agreed  sales goal of 100,000  cases,  then the number of shares  that
Holder will become  entitled  to  exercise on the next  exercise  date listed in
Column B that is, after January 1, 2002, shall be forfeited.
     (c)  Subject to  paragraph  (b) above,  this ISO may be  exercised,  to the
extent  exercisable by its terms, from time to time, in whole or in part, at any
time prior to the  expiration  thereof.  Any exercise  shall be accompanied by a
written  notice to the Company  specifying the number of shares as to which this
ISO is being exercised (the "Option Shares").  Notations of any partial exercise
or installment exercise, shall be made by the Company on Schedule A hereto.
     (d)  Notwithstanding  anything else herein to the contrary,  this ISO shall
expire six years from the date indicated above.
     (e) The Holder  hereby agrees to notify the Company in writing in the event
shares acquired pursuant to the exercise of this ISO are transferred, other than
by will or by the laws of descent and  distribution,  within two years after the
date  indicated  above or within  one year  after the  issuance  of such  shares
pursuant to such exercise.
     4. Payment of Purchase Price Upon Exercise.  At the time of any exercise of
the ISO the  purchase  price of the ISO shall be paid in full to the  Company in
either of the following ways or in any combination of the following ways:
     (a) By check or other immediately available funds.
     (b) With  property  consisting  of shares of Common  Stock.  (The shares of
Common Stock to be used as payment shall be valued as of the date of exercise of
the ISO at the Closing Price as defined below. For example,  if Holder exercises
the  option  for 4,000  shares at a total  Exercise  Price of  $8,000,  assuming
exercise  price of $2.00 per share,  and the Closing Price is $5.00,  he may pay
for the 4,000 Option Shares by transferring  1,600 shares of Common Stock to the

     (c) For purposes of this Agreement,  the term "Closing  Price" means,  with
respect to the Company's  Common Stock,  the last sale price  regular-way or, in
case no such sale takes  place on such date,  the average of the closing bid and
asked prices regular-way on the principal national  securities exchange on which
the securities are listed or admitted to trading;  or, if they are not listed or
admitted to trading on any national securities exchange,  the last sale price of
the securities on the consolidated  transaction reporting system of the National
Association  of Securities  Dealers  (NASD"),  if such last sale  information is
reported on such system or, if not so  reported,  the average of the closing bid
and asked prices of the  securities  on the National  Association  of Securities
Dealers  Automatic  Quotation System  ("NASDAQ") or any comparable system or, if
the securities are not listed on NASDAQ or a comparable  system,  the average of
the  closing  bid and  asked  prices as  furnished  by two  members  of the NASD
selected from time to time by the Company for that purpose.
     5.  Purchase for  Investment;  Resale  Restrictions.  Unless at the time of
exercise of the ISO there shall be a valid and effective  registration statement
under the Securities Act of 1933 ("'33 Act") and appropriate  qualification  and
registration  under  applicable  state  securities  laws  relating to the Option
Shares  being   acquired,   Holder  shall  upon  exercise  of  the  ISO  give  a
representation  that  he is  acquiring  such  shares  for his  own  account  for
investment and not with a view to, or for sale in connection with, the resale or
distribution of any such shares. In the absence of such registration  statement,
Holder shall execute a written affirmation, in a form reasonably satisfactory to
the Company,  of such investment intent.  Holder further agrees that he will not
sell or transfer any Option  Shares until he requests and receives an opinion of
the Company's counsel or other counsel reasonably satisfactory to the Company to
the effect that such proposed sale or transfer will not result in a violation of
the '33 Act, or a  registration  statement  covering the sale or transfer of the
shares has been declared effective by the Securities and Exchange Commission, or
he obtains a no-action  letter from the Securities and Exchange  Commission with
respect to the proposed transfer.
     6.  Nontransferability.  This ISO shall not be  transferable  other than by
will or by the laws of descent and distribution.  During the lifetime of Holder,
this ISO shall be exercisable only by Holder.

     7. Adjustments.  In the event of any change in the outstanding Common Stock
of the Company by reason of any stock recapitalization,  merger,  consolidation,
combination  or  exchange of shares,  the kind of shares  subject to the ISO and
their  purchase  price  per  share  (but  not the  number  of  shares)  shall be
appropriately  adjusted  consistent with such change in such manner as the Board
of Directors of the Company may deem equitable. In the event of a stock dividend
or stock split the kind of shares, their purchase price per share and the number
of shares shall be appropriately  adjusted,  consistent with such change in such
manner as the Board of Directors  may deem  equitable.  Any  adjustment  so made
shall be final and binding on Holder.  No  adjustments  shall be made that would
have the effect of modifying an ISO under Internal  Revenue Code  422 and
     8. No Rights as  Stockholder.  Holder shall have no rights as a stockholder
with respect to any shares of Common Stock subject to this ISO prior to the date
of issuance to him of a certificate or certificates for such shares.
     9. No Right to Continue  Employment.  This Agreement  shall not confer upon
Holder any right with respect to  continuance  of employment  with any member of
the Hansen Natural Group nor shall it interfere in any way with the right of any
such member to terminate his employment at any time.
     10.  Compliance With Law and Regulation.  This Agreement and the obligation
of the Company to sell and deliver  shares of Common  Stock  hereunder  shall be
subject to all applicable  federal and state laws,  rules and regulations and to
such approvals by any government or regulatory agency as may be required.  If at
any time the Board of  Directors  of the Company  shall  determine  that (i) the
listing,  registration or qualification of the shares of Common Stock subject or
related thereto upon any securities  exchange or under any state or federal law,
or (ii) the consent or approval of any government  regulatory body, is necessary
or desirable as a condition  of or in  connection  with the issue or purchase of
shares of Common Stock  hereunder,  this ISO may not be exercised in whole or in
part unless such  listing,  registration,  qualification,  consent,  approval or
agreement  shall have been  effected  or  obtained  free of any  conditions  not
acceptable to the Board of Directors.

     11.  Tax  Withholding  Requirements.  The  Company  shall have the right to
require  Holder to remit to the  Company an amount  sufficient  to  satisfy  any
federal,  state or local  withholding tax requirements  prior to the delivery of
any certificate or certificates for Common Stock.
     12.  Fractional  Shares.   Notwithstanding  any  other  provision  of  this
Agreement,  no  fractional  shares of stock shall be issued upon the exercise of
this ISO and the Company shall not be under any obligation to compensate  Holder
in any way for such fractional shares.
     13. Notices.  Any notice  hereunder to the Company shall be addressed to it
at its office at 2380 Railroad  Street,  Suite 101,  Corona,  California  91720,
Attention:  Rodney C. Sacks with a copy to Benjamin Polk, Whitman Breed Abbott &
Morgan,  200 Park Avenue,  New York, New York 10166, and any notice hereunder to
Holder shall be addressed to him at  __________,  subject to the right of either
party to designate at any time hereafter in writing some other address.
     14.  Amendment.  No  modification,  amendment  or  waiver  of  any  of  the
provisions of this Agreement shall be effective  unless in writing  specifically
referring hereto, and signed by both parties.
     15. Governing Law. This Agreement shall be construed  according to the laws
of the  State of  Delaware  and all  provisions  hereof  shall  be  administered
according to and its validity shall be determined under, the laws of such State,
except where preempted by federal laws.
     16.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall constitute one and the same instrument.

     IN WITNESS WHEREOF, Hansen Natural Corporation has caused this Agreement to
be executed by a duly authorized  officer and Holder has executed this Agreement
both as of the day and year first above written.

                                           HANSEN NATURAL CORPORATION

                                           By:/s/RODNEY SACKS
                                           Title:  Chairman

Kirk S. Blower