Sample Business Contracts

Stock Option Agreement - Hansen Natural Corp. and Rodney C. Sacks

Sponsored Links

                             STOCK OPTION AGREEMENT

     This Stock Option  Agreement  ("Agreement") is made as of July 12, 2002, by
and between Hansen Natural Corporation,  a Delaware corporation (the "Company"),
and Rodney C. Sacks ("Holder").

                              Preliminary Recitals

     A.  Holder is an  employee  of the  Company or one of its  subsidiaries  or
     B. Pursuant to the Hansen Natural  Corporation  2001 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"),  subject to the terms and  conditions  of the Plan and subject
further to the terms and conditions set forth below.

     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 150,000 shares of Common Stock,  at the purchase price
of $3.57 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  Group")  unless the  employment  is  terminated by a member of the
Hansen 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 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(d) below.  "Cause"
means the Holder's act of fraud or dishonesty,  knowing and material  failure to
comply with applicable laws or regulations, 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

     3. Exercise of Option
     (a)  Subject  to  the  other  terms  of  this   Agreement   regarding   the
exercisability  of the ISO,  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

                          30,000                           July 12, 2003
                          40,000                           July 12, 2004
                          40,000                           July 12, 2005
                          40,000                           July 12, 2006

     (b) 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.
     (c)  Notwithstanding  the above, this ISO shall be fully exercisable in the
event  Holder's  employment  with the Hansen Group is  terminated  by Holder for
"Good Reason" (as defined below), or a member of the Hansen Group terminates his
employment without "Cause" (as defined above).  "Good Reason" means the Holder's
termination  of employment  with the Hansen Group on or after a reduction in his
compensation or benefits,  his removal as the Company's Chairman of the Board or
Chief Executive Officer, or his being assigned duties or  responsibilities  that
are inconsistent with the dignity,  importance or scope of his position with the
     (d)  Notwithstanding  anything else herein to the contrary,  this ISO shall
expire ten years from the date of this agreement.
     (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  $7,000,  assuming
exercise  price of $1.75 per share,  and the Closing Price is $5.00,  he may pay
for the 4,000 Option Shares by transferring  1,400 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.
     (a) If the Company  hereafter (i) declares a distribution  on its shares in
shares,  (ii) splits its  outstanding  shares,  (iii)  combines its  outstanding
shares into a smaller  number of  securities  or (iv) issues any shares or other
securities   by   reclassification   of   its   shares   (including   any   such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company is the continuing  entity),  the purchase price in effect at the time of
the record date for such distribution or the effective date of such subdivision,
combination  or  reclassification  shall be  adjusted so that it shall equal the
price  determined  by  multiplying  the  purchase  price  by  a  fraction,   the
denominator of which shall be the number of shares outstanding immediately after
giving effect to such action,  and the numerator of which shall be the number of
shares outstanding immediately prior to such action. Whenever the purchase price
payable upon exercise of the ISO is adjusted pursuant to the preceding  sentence
above,  the  number  of  shares  purchasable  upon  exercise  of the  ISO  shall
simultaneously  be adjusted by  multiplying  the number of shares  issuable upon
exercise of the ISO  immediately  prior to the event which causes the adjustment
by the purchase price in effect  immediately prior to the event which causes the
adjustment  and  dividing  the  product so obtained by the  purchase  price,  as
adjusted.  Such adjustments shall be made successively whenever any event listed
above shall occur.
     (b) If,  at any  time,  as a  result  of an  adjustment  made  pursuant  to
paragraph 7(a) above, the Holder shall become entitled to receive any securities
of the  Company  other  than  shares,  the number of such  other  securities  so
receivable  upon  exercise of the ISO shall  thereafter be subject to adjustment
from time to time in a manner and on terms as nearly  equivalent as  practicable
to the provisions with respect to the shares contained in paragraph 7(a) above.
     (c) If any other event  contemplated  in Section  10(a) of the Plan occurs,
adjustments  to the number and kind of shares  subject to this ISO and/or to the
purchase price for each share subject to this ISO may be made in accordance with
Section 10(a) of the Plan.
     (d) No  adjustments  shall be made under this Section 7 that would have the
effect of modifying this ISO under Internal Revenue Code 422 or 424.
     (e)  Whenever the  purchase  price or the number of shares is adjusted,  as
herein provided,  Hansen shall within 10 business days of the event causing such
adjustment give a notice setting forth the adjusted  purchase price and adjusted
number of shares issuable upon exercise of the ISO to be mailed to the Holder.
     (f)  Notwithstanding  anything  else  herein  to  the  contrary,  upon  the
occurance  of a change in control (as  defined in (g) below),  the option or any
portion  thereof  not  theretofore   exercisable,   shall   immediately   become
exercisable in its entirety and the option (being the option to purchase  shares
of Common Stock subject to the applicable  provisions of the Plan and awarded in
accordance  with the Plan in terms of section 1 above) may,  with the consent of
Holder, be purchased by the Company for cash at a price equal to the fair market
value (as defined in 7(g) below) less the  purchase  price  payable by Holder to
exercise  the  option as set out in  Article 1 above for one (1) share of Common
Stock of the Company  multiplied  by the number of shares of Common  Stock which
Holder has the option to purchase in terms of Article 1 above.
     (g) For the purposes of this agreement
          (i) "Change in Control" means;
               (A)the  acquisition of  "Beneficial  Ownership" by any person (as
               defined  in rule 13 (d) - 3 under  the  Securities  Exchange  Act
               1934),  corporation  or other  entity other than the Company or a
               wholly  owned  subsidiary  of the  Company  of 20% or more of the
               outstanding Stock,

               (B)the sale or disposition of substantially  all of the assets of
               the Company, or

               (C)the  merger of the Company with another  corporation  in which
               the Common  Stock of the Company is no longer  outstanding  after
               such merger.
          (ii) "Fair Market Value" means,   as of any date,   the  Closing Price
               for one share of the Common Stock of the Company on such date.

     8. The  provisions  of  Section  5(b)  (iii)  of the  Plan,  regarding  the
execution of a shareholder's agreement as a condition precedent to the Company's
obligation  to issue  shares  under the Plan,  shall not apply to the ISO or any
shares issued pursuant to the ISO.

     9. The  Company  represents  and  warrants  to Holder that (a) there are no
options  to  purchase  the  Company's  Common  Stock,  containing  the  same  or
substantially  the same  terms as the  ISO,  which  are  actively  traded  on an
established  market  within the meaning of Internal  Revenue  Code ss.83 and the
regulations promulgated  thereunder;  and (b) the shares of the Company's Common
Stock issued upon exercise of the ISO, when issued in accordance  with the terms
hereof, will be duly authorized,  validly issued,  fully paid and nonassessable.
The Company  shall  reserve and keep  reserved out of its  authorized  shares of
Common Stock the number of shares of Common Stock that may be issuable from time
to time upon exercise of the ISO.

     10. 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.

     11. 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  Group nor shall it  interfere  in any way with the right of any such
member to terminate his employment at any time.

     12.  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.  The Company  agrees to use its reasonable
efforts to obtain any necessary listing, registration,  qualification,  consent,
approval or agreement  as  expeditiously  as possible,  and the term of this ISO
shall be extended until 30 days  following the date such listing,  registration,
qualification, consent, approval or agreement is effected or obtained. Moreover,
this ISO may not be exercised if its exercise or the receipt of shares of Common
Stock pursuant thereto would be contrary to applicable law.

     13.  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.

     14.  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.

     15. 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:  Hilton  Schlosberg  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


     16.  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.

     17. 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.

     18.   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/HILTON SCHLOSBERG
                                            Title:  Vice Chairman

Rodney C. Sacks