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Sample Business Contracts

Employment Agreement - Hansen Natural Corp. and Hilton H. Schlosberg

Employment Forms

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                              EMPLOYMENT AGREEMENT


                AGREEMENT  dated as of January 1, 1999,  by and  between  HANSEN
NATURAL CORPORATION,  a Delaware corporation (the "Corporation"),  and HILTON H.
SCHLOSBERG (the "Executive").

                IN  CONSIDERATION  OF the premises and mutual  covenants  herein
contained,  and other good and valuable  consideration,  the Corporation and the
Executive agree as follows:

                1.  Employment.  The Corporation  shall employ the Executive and
the  Executive  agrees  to serve as an  executive  of the  Corporation,  in such
capacities and upon such conditions as are hereinafter set forth.


<PAGE>



                2.       Definitions.

                (a) "Cause" shall mean (i) an act or acts of dishonesty or gross
misconduct  on the  Executive's  part which  result or are intended to result in
material  damage to the  Corporation's  business or  reputation or (ii) repeated
material  violations by the Executive of his obligations under Section 4 of this
Agreement  which  violations  are  demonstrably  willful and  deliberate  on the
Executive's  part and which  result  in  material  damage  to the  Corporation's
business  or  reputation  and as to  which  material  violations  the  Board  of
Directors of the Corporation has notified the Executive in writing.

                (b)      "Constructive Termination" shall mean:

                      (i) without the written consent of the Executive,  (A) the
                assignment  to the Executive of any duties  inconsistent  in any
                substantial respect with the Executive's position,  authority or
                responsibilities as contemplated by Section 4 of this Agreement,
                or (B) any other  substantial  adverse  change in such position,
                including titles, authority or responsibilities;

                     (ii) any failure by the  Corporation  to comply with any of
                the provisions of this Agreement, other than an insubstantial or
                inadvertent  failure remedied by the Corporation  promptly after
                receipt of notice thereof given by the Executive;

                    (iii) the Corporation's  requiring the Executive without his
                consent to be based at any office or location  outside of Orange
                County,  California except for travel reasonably required in the
                performance of the Executive's responsibilities; or

                     (iv)  any  failure  by  the   Corporation   to  obtain  the
                assumption   and  agreement  to  perform  this  Agreement  by  a
                successor as  contemplated  by Section 12(b),  provided that the
                successor has had actual written notice of the existence of this
                Agreement  and  its  terms  and an  opportunity  to  assume  the
                Corporation's  responsibilities  under this  Agreement  during a
                period of 10 business days after receipt of such notice.

                3.  Employment  Period.  The  "Employment  Period"  shall be the
period commencing  January 1, 1999, and ending on December 31, 2003,  subject to
extension or termination as hereinafter  provided.  On December 31, 2003, and on
each  December 31  thereafter,  the  Employment  Period  shall be  automatically
extended by one additional year unless prior to June 30, 2003, or any subsequent
June 30, the  Corporation  shall deliver to the Executive or the Executive shall
deliver to the Corporation written notice that the Employment Period will not be
extended (a "Non-Renewal  Notice"), in which case the Employment Period will end
at its then scheduled  expiration date and shall not be further  extended except
by written agreement of the Corporation and the Executive.

                4.       Position and Duties.

                (a) No Reduction in Position.  During the Employment Period, the
Executive's   position  (including  titles),   authority  and   responsibilities
(including, without limitation, reporting authority and responsibility) shall be
at least  commensurate  with the position of President and COO. It is understood
that,   for  purposes  of  this   Agreement,   such   position,   authority  and
responsibilities  shall not be regarded as not commensurate  merely by virtue of
the fact that a successor  shall have acquired all or  substantially  all of the
business  and/or assets of the  Corporation as  contemplated by Section 12(b) of
this  Agreement,  provided that the Executive  shall continue to have a position
and authority and responsibilities  with respect to such successor or affiliated
company substantially corresponding to that of the Executive with respect to the
Corporation  prior  to such  acquisition.  As used in this  Agreement,  the term
"affiliated  company"  means any company  controlling,  controlled  by, or under
common control with the Corporation. During the Employment Period, the Executive
also agrees to serve  without  additional  compensation  as  President of Hansen
Beverage Company ("HBC"), the Corporation's wholly-owned subsidiary.

                (b) Business Time. During the Employment  Period,  the Executive
agrees to devote his full  business  time during  normal  business  hours to the
business and affairs of the  Corporation  and to use his best efforts to perform
faithfully and efficiently the  responsibilities  assigned to him hereunder,  to
the extent necessary to discharge such responsibilities.

                5.       Compensation.

                (a) Base Salary.  During the  Employment  Period,  the Executive
shall receive a base salary (the "Base  Salary"),  payable  bi-weekly or in such
other  installments as may be agreed upon, at an annual rate of $180,000 for the
12-month  period ending December 31, 1999, and increasing by a minimum of 8% for
each subsequent  12-month period during the Employment  Period.  The Corporation
shall  review the Base Salary  annually  and in light of such review may, in the
discretion  of the  Board of  Directors  of the  Corporation  increase  (but not
decrease) the Base Salary by more than the minimum 8% per annum increase  taking
into  account  any  change in the  Executive's  responsibilities,  increases  in
compensation of other executives with comparable  responsibilities,  performance
of the  Executive  and other  pertinent  factors,  and such adjusted Base Salary
shall then constitute the "Base Salary" for purposes of this Agreement.

                (b) Bonus. In addition to the Base Salary,  the Executive may be
granted a bonus ("Bonus"), payable at such times, and in such amounts, as may be
fixed from time to time at the discretion of the Board of Directors.

                (c) Incentive and Savings  Plans;  Retirement and Life Insurance
Programs.  In  addition  to the Base  Salary and Bonus  payable  as  hereinabove
provided,  during the  Employment  Period,  the  Executive  shall be entitled to
participate  in all incentive and savings  plans and programs,  including  stock
option plans and other  equity-based  compensation  plans, and in all retirement
and life  insurance  plans  which  the  Corporation  may from  time to time make
available to the Executive and/or any other executives of the Corporation or any
affiliated company.

                (d) Benefit Plans.  During the Employment Period, the Executive,
his spouse  and their  eligible  dependents  (as  defined  in, and to the extent
permitted  by, the  applicable  plan),  as the case may be, shall be entitled to
participate in or be covered under all medical, dental, disability,  group life,
accidental  death  and  travel  accident  insurance  plans and  programs  of the
Corporation  and its  affiliated  companies  (at the  most  favorable  level  of
participation and providing  highest levels of benefits  available to him) as in
affect (i) on the date hereof or (ii) if more favorable to the Executive,  as in
effect at any time thereafter with respect to the Executive or other  executives
with comparable responsibilities.

                (e)  Club  Memberships.   During  the  Employment   Period,  the
Corporation  shall pay all  initial  and  annual  fees and all other  reasonable
expenses  relating to membership in up to two (2) business or social clubs to be
selected by the Executive in his sole discretion.

                (f) Automobile.  During the Employment  Period,  the Corporation
shall pay all costs and  expenses  relating to the  purchase or lease,  use, and
maintenance  of a  luxury  automobile  to be  dedicated  to the  sole use of the
Executive.

                (g) Expenses.  During the Employment Period, the Executive shall
be  entitled  to  receive  prompt   reimbursement  for  all  reasonable  travel,
entertainment  and other expenses  incurred by the Executive in connection  with
the  performance  of his duties  hereunder in accordance  with such policies and
procedures as the Corporation may from time to time establish.

                (h) Vacation and Fringe Benefits.  During the Employment Period,
the Executive  shall be entitled to paid  vacation  consisting of four (4) weeks
per year to be taken at such times  selected  by the  Executive  and  reasonably
acceptable  to the  Corporation,  such  vacation  to accrue  ratably  during the
Employment  Period;  such other paid holidays as may be accorded to employees of
the  Corporation  as well as up to ten (10)  paid  personal  days per year to be
taken at such times as may be selected by the Executive.

                6.       Termination.

                (a)  Death  or  Disability.   This  Agreement   shall  terminate
automatically  upon the  Executive's  death.  The Corporation may terminate this
Agreement, after having established the Executive's Disability, by giving to the
Executive  written notice of its intention to terminate his employment,  and his
employment with the Corporation shall terminate  effective on the 90th day after
receipt of such  notice if,  within 90 days after such  receipt,  the  Executive
shall fail to return to  full-time  performance  of his duties.  For purposes of
this Agreement,  "Disability" means disability which would entitle the Executive
to receive full long-term disability benefits under the Corporation's  long-term
disability  plan,  or if no such plan shall then be in effect,  any  physical or
mental  disability  or  incapacity  which  renders the  Executive  incapable  of
performing the services required of him in accordance with his obligations under
Section 4 hereof for a period of more than 120 days in the aggregate  during any
12-month period during the Employment Period.

                (b)  Voluntary  Termination.  Notwithstanding  anything  in this
agreement  to the  contrary,  the  Executive  may,  upon not less  than 90 days'
written  notice to the  Corporation,  voluntarily  terminate  employment for any
reason,  provided that any termination by the Executive pursuant to Section 6(d)
on  account of  Constructive  Termination  shall not be  treated as a  voluntary
termination under this Section 6(b).

                (c)  Cause.   The  Corporation  may  terminate  the  Executive's
employment for Cause.

                (d)  Constructive  Termination.  The Executive may terminate his
employment for Constructive Termination.

                (e) Notice of  Termination.  Any  termination by the Company for
Cause or by the Executive for Constructive  Termination shall be communicated by
Notice of Termination to the other party hereto given in accordance with Section
13(c). For purposes of this Agreement, a "Notice of Termination" means a written
notice given, in the case of a termination for Cause, within 30 business days of
the  Corporation's  having  actual  knowledge of the events  giving rise to such
termination,  and in the case of a  termination  for  Constructive  Termination,
within 90 days of the Executive's  having actual  knowledge of the events giving
rise to such  termination,  and which (i)  indicates  the  specific  termination
provision in this Agreement  relied upon,  (ii) sets forth in reasonable  detail
the facts and  circumstances  claimed to provide a basis for  termination of the
Executive's  employment  under  the  provision  so  indicated,  and (iii) if the
termination date is other than the date of receipt of such notice, specifies the
termination  date of this  Agreement  (which date shall be not more than 15 days
after the giving of such  notice).  The failure by the Executive to set forth in
the  Notice of  Termination  any fact or  circumstance  which  contributes  to a
showing of Constructive  Termination  shall not waive any right of the Executive
hereunder or preclude the Executive from asserting such fact or  circumstance in
enforcing his rights hereunder.

                (f) Date of Termination.  For the purpose of this Agreement, the
term "Date of  Termination"  means (i) in the case of a termination  for which a
Notice  of  Termination  is  required,  the date of  receipt  of such  Notice of
Termination  or, if later,  the date specified  therein,  as the case may be and
(ii) in all other  cases,  the actual date on which the  Executive's  employment
terminates during the Employment Period.

                7.  Obligations  of  the  Corporation  upon  Termination.   Upon
termination  of  this  Agreement  the  Corporation   shall  have  the  following
obligations:

                (a) Death.  If the Executive's  employment is terminated  during
the Employment Period by reason of the Executive's  death, the Corporation shall
(i) continue to pay to the  Executive's  legal  representatives  the Executive's
full Base  Salary  for a period of one year from the Date of  Termination,  (ii)
provide the  Executive's  dependents  with the benefits  provided under Sections
5(d) and 5(f) for a period of one year from the Date of  Termination,  (iii) pay
to the Executive's legal representatives any compensation previously deferred by
the Executive and not yet paid by the Corporation  and any accrued  vacation pay
not  yet  paid  by  the  Corporation  and  (iv)  pay to  the  Executive's  legal
representatives   any  other  amounts  or  benefits  owing  to  the  Executive's
beneficiaries  under the then applicable  employee  benefit plans or policies of
the  Corporation   (such  amounts  specified  in  clauses  (iii)  and  (iv)  are
hereinafter referred to as "Accrued Obligations").

                (b) Disability.  If the Executive's  employment is terminated by
reason of the Executive's Disability,  the Corporation shall (i) continue to pay
to the  Executive his full Base Salary for a period of one year from the Date of
Termination,  (ii) provide the  Executive and his  dependents  with the benefits
provided  under Sections 5(d) and 5(f) for a period of one year from the Date of
Termination, and (iii) pay to the Executive the Accrued Obligations.

                (c) Cause and Voluntary  Termination.  If, during the Employment
Period, the Executive's  employment shall be terminated for Cause or voluntarily
terminated by the Executive (other than on account of Constructive Termination),
the  Corporation  shall pay the  Executive all Base Salary and benefits to which
the Executive is entitled  pursuant to Section 5 through the Date of Termination
and the Accrued  Obligations.  Unless otherwise  directed by the Executive,  the
Executive  shall  be paid  all such  Accrued  Obligations  in a lump sum in cash
within 30 days of the Date of  Termination  and the  Corporation  shall  have no
further obligations to the Executive under this Agreement.

                (d)   Termination  by  Corporation   other  than  for  Cause  or
Disability and Termination by the Executive for  Constructive  Termination.  If,
during the Employment  Period,  the  Corporation  gives a Non-Renewal  Notice or
terminates the Executive's employment other than for Cause or Disability, or the
Executive   terminates  his  employment  for   Constructive   Termination,   the
Corporation shall pay or provide to the Executive the following:

                      (i) Cash Payment.  First, the Corporation shall pay to the
                Executive in a lump sum in cash within 15 days after the Date of
                Termination the aggregate of the following amounts:

                                  (A) if not  theretofore  paid, the Executive's
                Base Salary through the date of Termination  (plus,  in the case
                of termination  without Cause,  two weeks of Base Salary in lieu
                of notice) at the rate in effect on the Date of Termination;

                                  (B)      a cash amount equal to any amounts
                described in Section 7(a)(iv); and

                                  (C) the present value of the Executive's  Base
                Salary for the period through  December 31, 2003, or through the
                date  which is  twelve  months  from  the  Date of  Termination,
                whichever period is longer, at the rate in effect on the Date of
                Termination, discounted at the interest rate payable on one year
                Treasury  Bills in  effect on the day that is 30  business  days
                prior to the Date of  Termination,  as if paid  monthly from the
                Date of Termination in arrears.

                     (ii) Benefits Continuation. Second, for the period from the
                Date of  Termination  to December 31, 2003,  or through the date
                which is twelve months from the Date of  Termination,  whichever
                period  is  longer,   the  Corporation  shall  provide  for  the
                participation  of the  Executive,  his spouse and their eligible
                dependents (as defined in the applicable  plan), as the case may
                be, in the plans  described in Section 5(d) on the same terms as
                described in Section 5(d), and for the automobile provided under
                Section 5(f). All rights under this Section 7(d)(ii) shall cease
                immediately upon the Executive's violation of Section 11(b).

                    (iii) Deferred Payment. Third, the Corporation shall pay the
                Executive any amounts  payable  under  Section  7(a)(iii) on the
                terms and conditions of the applicable plan or policy.

                     (iv) Discharge of Corporation's Obligations. Subject to the
                performance  of its  obligations  under this Section  7(d),  the
                Corporation  shall have no further  obligations to the Executive
                under  this  Agreement  in  respect  of any  termination  by the
                Executive for  Constructive  Termination  or by the  Corporation
                other  than  for  Cause  or  Disability,  except  to the  extent
                expressly  provided  under Sections 10 or 12 hereof or under any
                of the plans referred to in Sections 5(c) or 5(d) hereof.

                8.  Non-exclusivity  of Rights.  Nothing in this Agreement shall
prevent  or limit the  Executive's  continuing  or future  participation  in any
benefit,  bonus,  incentive or other plan or program provided by the Corporation
or any of its affiliated  companies and for which the Executive may qualify, nor
shall anything herein limit or otherwise  prejudice such rights as the Executive
may  have  under  any  other  agreements  with  the  Corporation  or  any of its
affiliated companies,  including, but not limited to, stock option or restricted
stock  agreements.  Amounts which are vested  benefits or which the Executive is
otherwise  entitled to receive under any plan or program of the  Corporation  or
any of its  affiliated  companies at or  subsequent  to the Date of  Termination
shall be payable in accordance with such plan or program.

                9. Full Settlement.  Except as provided in Sections 7(d)(ii) and
11(b), the  Corporation's  obligation to make the payments  provided for in this
Agreement  and  otherwise  to perform  its  obligations  hereunder  shall not be
affected by any  circumstances,  including,  without  limitation,  any  set-off,
counterclaim,  recoupment, defense or other right which the Corporation may have
against the Executive or others whether by reason of the  subsequent  employment
of the Executive or  otherwise.  In no event shall the Executive be obligated to
seek  other  employment  by way of  mitigation  of the  amounts  payable  to the
Executive under any of the provisions of this  Agreement.  In the event that the
Executive  shall in good faith  give a Notice of  Termination  for  Constructive
Termination and it shall thereafter be determined that Constructive  Termination
did  not  take  place,  the  employment  of  the  Executive  shall,  unless  the
Corporation and the Executive shall otherwise  mutually agree, be deemed to have
terminated,  at the date of giving  such  purported  Notice of  Termination,  by
mutual consent of the  Corporation  and the Executive and, except as provided in
the last  preceding  sentence,  the Executive  shall be entitled to receive only
those payments and benefits which he would have been entitled to receive at such
date had he  terminated  his  employment  voluntarily  at such date  under  this
Agreement.

                10.  Legal  Fees  and  Expenses.  In the  event  that a claim or
payment or benefits under this Agreement is disputed,  the Corporation shall pay
all reasonable  attorney fees and expenses incurred by the Executive in pursuing
such claim,  provided  that  Executive is  successful as to at least part of the
disputed  claim by reason of  arbitration  (as set  forth in  Section  13(g)) or
settlement.

                11.      Special Obligations of the Executive.

                (a)  Confidential  Information.  The  Executive  shall hold in a
fiduciary capacity for the benefit of the Corporation all secret or confidential
information,  knowledge  or  data  relating  to  the  Corporation  or any of its
affiliated  companies,  and their  respective  businesses,  (i)  obtained by the
Executive  during his  employment by the  Corporation  or any of its  affiliated
companies and (ii) not otherwise  public  knowledge  (other than by reason of an
unauthorized  act by  the  Executive).  After  termination  of  the  Executive's
employment  with the  Corporation,  the  Executive  shall not  without the prior
written consent of the Corporation,  unless compelled  pursuant to an order of a
court or other body having jurisdiction over such matter, communicate or divulge
any such information, knowledge or data to anyone other than the Corporation and
those  designated  by  it.  In no  event  shall  an  asserted  violation  of the
provisions of this Section 11(a) constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.

                (b)  Noncompetition.  In order for the Corporation to reasonably
protect  its  interests   against  the  competitive  use  of  any   confidential
information,   knowledge  or  relationships   concerning  the  business  of  the
Corporation  and its  affiliated  companies  to which the  Executive  has access
because of the special nature of his employment,  the Executive shall not during
the  Employment  Period and for a period of six months  thereafter,  directly or
indirectly,  by ownership of  securities  or  otherwise,  engage in any business
organization  whose activities are competitive in any state of the United States
or in any foreign country with  activities in which the  Corporation  and/or its
affiliated  companies are engaged in such state or country, or become associated
with or render services to any person,  business or enterprise so engaged.  Mere
ownership as an investor of not more than 5% of the  securities of a corporation
or other  business  enterprise  shall  not be deemed  an  association  with such
corporation or enterprise.

                12.      Successors.

                (a) This Agreement is personal to the Executive and, without the
prior  written  consent  of the  Corporation,  shall  not be  assignable  by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal representatives.

                (b) This Agreement  shall inure to the benefit of and be binding
upon the  Corporation  and its  successors.  The  Corporation  shall require any
successor  to all or  substantially  all of the  business  and/or  assets of the
Corporation,  whether direct or indirect,  by purchase,  merger,  consolidation,
acquisition  of stock,  or  otherwise,  by an  agreement  in form and  substance
satisfactory  to the  Executive,  expressly  to assume and agree to perform this
Agreement in the same manner and to the same extent as the Corporation  would be
required to perform if no such succession had taken place.  For purposes of this
Section 12(b), the term "Corporation" shall include the Corporation and HBC.

                13.      Miscellaneous.

                (a)  Applicable  Law.  This  Agreement  shall be governed by and
construed  in  accordance  with the laws of the  State  of  California,  applied
without reference to principles of conflict of laws.

                (b)  Amendments.  This  Agreement may not be amended or modified
otherwise  than by a written  agreement  executed by the parties hereto or their
respective successors and legal representatives.

                (c)  Notices.  All  notices and other  communications  hereunder
shall be in writing and shall be given by hand-delivery to the other party or by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:


                If to the Executive        2 Nidden
                                           Irvine, California  92612


                If to the Corporation:     Hansen Natural Corporation
                                           2380 Railroad Street
                                           Corona, CA  91720
                                           Attention:  Board of Directors


or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

                (d) Tax  Withholding.  The  Corporation  may  withhold  from any
amounts payable under this Agreement such federal, state or local taxes as shall
be required to be withheld pursuant to any applicable law or regulation.

                (e)  Severability.  The  invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision of this Agreement.

                (f) Captions. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

                (g)  Arbitration.  Except  with  respect  to the  rights  of the
Corporation  to apply to a court of law or equity  for  equitable  relief in the
event of the breach by the  Executive of any of the  provisions of Section 11 of
this  Agreement,  any  controversy  or claim  arising out of or relating to this
Agreement or its termination  shall be settled by arbitration in accordance with
the rules of the American Arbitration  Association,  and judgment upon the award
rendered by the  arbitrator(s)  may be entered in any court having  jurisdiction
thereof. Any such arbitration shall take place in Los Angeles,  California or at
such other location as may be agreed by the parties.


<PAGE>



                IN WITNESS WHEREOF,  the Executive has hereunto set his hand and
the  Corporation  has caused  this  Agreement  to be executed in its name on its
behalf, all as of the day and year first above written.



                                                     HANSEN NATURAL CORPORATION



                                                          By:
                                                          Title:  Chairman


                                                            EXECUTIVE:




                                                            Hilton H. Schlosberg