Sample Business Contracts

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

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                             STOCK OPTION AGREEMENT

     This Stock Option  Agreement  ("Agreement")  is made as of May 28, 2003, 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 $4.20 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  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                        January 1, 2004
             30,000                        January 1, 2005
             30,000                        January 1, 2006
             30,000                        January 1, 2007
             30,000                        January 1, 2008

          (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 Company.

          (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 Company.)


          (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
     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 o
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,  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
     occurrence 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 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 1010 Railroad  Street,  Corona,  California  92882,  Attention:
Hilton  Schlosberg  with a copy to  Benjamin  Polk,  Winston & Strawn,  200 Park
Avenue,  New York, New York 10166,  and any notice  hereunder to Holder shall be
addressed to him at 14 Vienne, Irvine, California 92606, subject to the right of
either party to designate at any time hereafter in writing some other address.

     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 H. SCHLOSBERG
                                           Title:  Vice Chairman

Rodney C. Sacks