Exhibit 10.3


 


THIS OPTION HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND NEITHER THIS OPTION NOR ANY
OPTION SHARES (AS DEFINED BELOW) MAY BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN
THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION
IS IN COMPLIANCE THEREWITH.


 


NATROL, INC.


NON-QUALIFIED
STOCK OPTION AGREEMENT


 


	
  Name of Optionee:

  	
  BDL Investment Trust

  	 

	 
	
   

  	
   

  
	 
	
  No./Class of Option Shares:

  	
  6,029,500 Shares of Common Stock

  
	 
	
   

  	
   

  
	 
	
  Effective Grant Date:

  	
  February 14, 2006

  
	 
	
   

  	
   

  
	 
	
  Expiration Date:

  	
  February 14, 2011

  
	 
	
   

  	
   

  
	 
	
  Option Exercise Price/Share:

  	
  $2.282

  
				



 


Natrol, Inc., a Delaware corporation (together
with all successors thereto, the “Company”), hereby grants to BDL Investment
Trust (the “Optionee”), for the benefit of Wayne Bos (the “Executive”), an
option (the “Stock Option”) to purchase on or prior to the expiration date
specified above, or such earlier date as is specified herein, all or any part of
the number of shares of Common Stock, par value $0.01 per share (“Common Stock”),
of the Company indicated above (the “Option Shares”), at the per share option
exercise price specified above (which is the fair market value of a share of
Common Stock at the time of grant, based upon the last trade immediately prior
to the grant) subject to the terms and conditions set forth in this
Non-Qualified Stock Option Agreement (the “Agreement”). This Stock Option is
not intended to qualify as an “incentive stock option” as defined in Section 422(b) of
the Internal Revenue Code of 1986, as amended from time to time (the “Code”).


 


1.                                      Vesting, Exercisability
and Sale.


 


(a)                                  This Stock Option is fully vested upon
its grant on the date hereof.


 


(b)                                 This Stock Option shall become
exercisable upon approval of this Stock Option by the Company’s shareholders
and shall continue to be exercisable by the Optionee or its successors as
contemplated herein at any time or times prior to February 14, 2011,
subject to the provisions hereof, including, without limitation, Section 5
hereof which provides for the termination of unexercised options upon
completion of certain transactions as described therein and the provisions of Section 1(c) below
regarding shareholder approval (the earliest to occur of such dates being
referred to as the “Expiration Date”).


 

















 


(c)                                  In the event the shareholders of the
Company do not approve the grant of this Stock Option at the Company’s next
annual meeting of shareholders held after the date hereof, this Stock Option
shall be deemed to be null and void and of no effect.


 


(d)                                 Notwithstanding anything herein to the
contrary, in the event that the Executive voluntarily terminates his employment
with the Company during the one year period after the date hereof, this Stock
Option shall terminate on the date which is 90 days following the date of such
termination of employment.


 


(e)                                  The Option Shares may only be sold
as set forth on Exhibit A.


 


2.                                      Exercise of Stock Option.


 


(a)                                  The Optionee may exercise this Stock
Option in the following manner:  Prior to
the Expiration Date (subject to Section 5), the Optionee may deliver
a Stock Option Exercise Notice (an “Exercise Notice”) in the form of Appendix A
hereto indicating its election to purchase some or all of the Option Shares.
Such notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase price for the Option Shares may be
made by one or more of the following methods: 
(i) in cash, by certified or bank check or other instrument
acceptable to the Board of Directors; or (ii) (A) through the
delivery (or attestation to ownership) of shares of Common Stock that have been
purchased by the Optionee on the open market or that have been held by the
Optionee for at least six months and are not subject to restrictions under any
plan of the Company, or (B) by the Optionee delivering to the Company a
properly executed Exercise Notice together with irrevocable instructions to a
broker to promptly deliver to the Company cash or a check payable and
acceptable to the Company to pay the option purchase price, provided that in
the event the Optionee chooses to pay the option purchase price as so provided,
the Optionee and the broker shall comply with such procedures and enter into
such agreements of indemnity and other agreements as the Committee shall
prescribe as a condition of such payment procedure, or (C) a combination
of (i), (ii)(A) and (ii)(B) above. Payment instruments will be
received subject to collection.


 


(b)                                 Certificates for the Option Shares so
purchased will be issued and delivered to the Optionee upon compliance to the
satisfaction of the Board of Directors with all requirements under applicable
laws or regulations in connection with such issuance. Until the Optionee shall
have complied with the requirements hereof, the Company shall be under no
obligation to issue the Option Shares subject to this Stock Option, and the
determination of the Board of Directors as to such compliance shall be final
and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of
stock subject to this Stock Option unless and until this Stock Option shall
have been exercised pursuant to the terms hereof, the Company shall have issued
and delivered the Option Shares to the Optionee, and the Optionee’s name shall
have been entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full dividend and other ownership rights
with respect to such Option Shares, subject to the terms of this Agreement.


 


2

















 


(c)                                  Notwithstanding any other provision
hereof, no portion of this Stock Option shall be exercisable after the
Expiration Date, including such date as is contemplated by Section 5
hereof.


 


3.                                      Transferability. This Agreement is personal to the Optionee
and is not transferable by the Optionee in any manner. This Stock Option may be
exercised only by the Optionee. This Stock Option may not be sold,
assigned, transferred or otherwise encumbered or disposed of by Optionee. This
Stock Option shall not be subject, in whole or in part, to attachment,
execution, or levy of any kind, and any purported transfer in violation hereof
shall be null and void.


 


4.                                      Adjustment Upon Changes in
Capitalization. The
shares of stock covered by this Stock Option are shares of Common Stock of the
Company. Subject to Section 5 hereof, if the shares of Common Stock as a
whole are increased, decreased, changed or converted into or exchanged for a
different number or kind of shares or securities of the Company or any
successor entity (or a parent or subsidiary thereof), whether through merger or
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock
split, combination of shares, exchange of shares, change in corporate structure
or the like, an appropriate and proportionate adjustment shall be made in the
number and kind of shares and in the per share exercise price of shares subject
to any unexercised portion of this Stock Option. In the event of any such
adjustment in this Stock Option, the Optionee thereafter shall have the right,
subject to Section 5, to purchase the number of shares under this Stock
Option at the per share price, as so adjusted, which the Optionee could
purchase at the total purchase price applicable to this Stock Option
immediately prior to such adjustment, all references herein to Common Stock
shall be deemed to refer to the security that is subject to acquisition upon
exercise of this Stock Option and all references to the Company shall be deemed
to refer to the issuer of such security. Adjustments under this Section 4
shall be determined by the Board of Directors, whose determination as to what
adjustment shall be made, and the extent thereof, shall be conclusive. No
fractional shares of Common Stock shall be issued here resulting from any such
adjustment, but the Company in its discretion may make a cash payment in
lieu of fractional shares.


 


5.                                      Effect of Certain
Transactions.
Notwithstanding anything in Section 4 to the contrary, in the case of (a) the
dissolution or liquidation of the Company, (b) the sale of all or
substantially all of the assets of the Company on a consolidated basis to an
another person or entity, (c) a merger, reorganization or consolidation in
which the holders of the Company’s outstanding voting power immediately prior
to such transaction do not own a majority of the outstanding voting power of
the surviving or resulting entity immediately upon completion of such
transaction, (d) the sale of all of the outstanding stock of the Company
to an unrelated person or entity or (e) any other transaction where the
owners of the Company’s outstanding voting power prior to such transaction do
not own at least a majority of the outstanding voting power of the relevant
entity after the transaction (in each case, a “Sale Event”), this Stock Option
shall terminate on the effective date of such transaction or event, unless
provision is made in such transaction in the sole discretion of the parties
thereto for the assumption or continuation by the Company of this Stock Option
or the substitution for this Stock Option of a new stock option of the
successor person or entity or a parent or subsidiary thereof, with appropriate
adjustment as to the number and kind of shares and the per share exercise
price, as provided in Section 4 of this


 


3

















 


Agreement.
In the event of any transaction which will result in such termination, the
Company shall give to the Optionee written notice thereof prior to the
effective date of such transaction. Until such effective date, the Optionee may exercise
any portion of this Stock Option, but after such effective date, the Optionee may not
exercise this Stock Option unless it is assumed or substituted by the successor
entity (or a parent or subsidiary thereof) as provided above.


 


Notwithstanding anything to the contrary in this Section 5,
in the event of a Sale Event pursuant to which holders of the Stock of the
Company will receive upon consummation thereof a cash payment for each share
surrendered in the Sale Event, the Company shall have the right, but not the
obligation, to make or provide for a cash payment to the Optionee in exchange
for the cancellation hereof, in an amount equal to the difference between (A) the
value as determined by the Board of Directors of the consideration payable per
share of Common Stock pursuant to the Sale Event (the “Sale Price”) times the
number of shares of Stock subject to this Stock Option (to the extent then
exercisable at prices not in excess of the Sale Price) and (B) the aggregate
exercise price of this Stock Option.


 


6.                                      Withholding Taxes. The Optionee is not a U.S. Resident or a
U.S. Citizen on the date of Grant, or on the date that this Stock Option
vested. The Company agrees to review with tax counsel (agreed to by the Optionee)
the appropriate federal, state and local tax withholdings required immediately
prior to the Optionee exercising this Stock Option. The Optionee shall, not
later than the date as of which the exercise of this Stock Option becomes a
taxable event for federal income tax purposes, pay to the Company or make
arrangements satisfactory to the Board of Directors for payment of any federal,
state and local taxes required by law to be withheld on account of such taxable
event. Subject to approval by the Board of Directors, the Optionee may elect
to have such tax withholding obligation satisfied, in whole or in part, by
authorizing the Company to withhold from shares of Common Stock to be issued or
transferring to the Company, a number of shares of Common Stock with an
aggregate Fair Market Value that would satisfy the withholding amount due. For
purposes of this Section 6 “Fair Market Value” on any given date means the
last reported sale price at which Common Stock is traded on such date or, if no
Common Stock is traded on such date, the next preceding date on which Common
Stock was traded, as reflected on the principal stock exchange or, if
applicable, any other national stock exchange on which the Common Stock is
traded or admitted to trading. The Optionee and the Executive acknowledge and
agree that the Company or any subsidiary of the Company has the right to deduct
from payments of any kind due to the Optionee or the Executive, or from the
Option Shares to be issued in respect of an exercise of this Stock Option, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the issuance of Option Shares to the Optionee.


 


7.                                      Representations, warranties
and covenants of the Optionee. The Optionee and the Executive each represent, warrant and covenant
to the Company, both as of the date hereof and upon exercise of this Stock
Option from time to time, as follows:


 


(a)                                  Securities Law Representations and
Warranties.


 


(i)                                     Each of the Optionee and the Executive (i) is
an “accredited investor” as defined in Regulation D under the Securities Act, (ii) has
the knowledge, sophistication and experience necessary to make, and is qualified
to make decisions with


 


4

















 


respect to,
investments in securities presenting an investment decision like that involved
in the purchase of investments in securities issued by the Company and
investments in comparable companies, (iii) can bear the economic risk of a
total loss of its investment in this Stock Option and the Common Stock and (iv) has
requested, received, reviewed and considered all information it deemed relevant
in making an informed decision to purchase this Stock Option and the Common
Stock;


 


(ii)                                  The Optionee is acquiring this Option or
the Option Shares, as appropriate, for its own account for investment only and
not with a view towards, or for resale in connection with, the public sale or
distribution thereof;


 


(iii)                               The Optionee was not organized for the
specific purpose of acquiring this Stock Option or the Option Shares;


 


(iv)                              The Optionee will not, directly or
indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit
any offers to buy, purchase or otherwise acquire or take a pledge of) this
Option any of the Option Shares except in compliance with the Securities Act of
1933, as amended (the “Securities Act”), applicable state securities laws and
the respective rules and regulations promulgated thereunder;


 


(v)                                 The Optionee understands that this Option
and the Option Shares are being offered and sold to the Optionee in reliance on
specific exemptions from the registration requirements of the United States
federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Optionee’s compliance with, representations,
warranties, agreements, acknowledgements and understandings of the Optionee set
forth herein in order to determine the availability of such exemptions and the
eligibility of the Optionee to acquire this Option and the Option Shares;


 


(vi)                              The Optionee acknowledges that the
Company has represented that no action has been or will be taken in any
jurisdiction outside the United States by the Company that would permit an
offering of this Option and the Option Shares, or possession or distribution of
offering materials in connection with the issue of this Option and the Option
Shares, in any jurisdiction outside the United States where action for that
purpose is required. If the Optionee is located or domiciled outside the United
States it agrees to comply with all applicable laws and regulations in each
foreign jurisdiction in which it purchases, offers, sells or delivers this
Option and the Option Shares or has in its possession or distributes any
offering material, in all cases at its own expense;


 


(b)                                 Legends.


 


(i)                                     The Optionee understands that, until the
end of the applicable holding period under Rule 144(k) of the Securities
Act (or any successor provision) the Option Shares shall bear a legend in
substantially the following form:


 


THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS


 


5

















 


AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER OR HYPOTHECATION IS IN
COMPLIANCE THEREWITH.


 


(c)                                  Optionee understands that the Company
has, at the direction of the Executive, issued this Stock Option in the name of
Optionee on the understanding that Executive is the sole beneficial owner of
the equity interests of Optionee. Executive and Optionee each covenant to the
Company that the equity interests of
Optionee will not be transferred, directly or indirectly, to any other party,
other than by will or by the laws of descent and distribution.


 


8.                                      Miscellaneous Provisions.


 


(a)                                  Equitable Relief. The parties hereto agree and declare
that legal remedies may be inadequate to enforce the provisions of this
Agreement and that equitable relief, including specific performance and
injunctive relief, may be used to enforce the provisions of this
Agreement.


 


(b)                                 Change and Modifications. This Agreement may not be orally
changed, modified or terminated, nor shall any oral waiver of any of its terms
be effective. This Agreement may be changed, modified or terminated only
by an agreement in writing signed by the Company and the Optionee.


 


(c)                                  Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California. Executive
will also concurrently execute the Company’s standard from “Agreement to
Arbitrate,” which shall be incorporated by reference herein and supplements this
Agreement.


 


(d)                                 Headings. The headings are intended only for convenience in
finding the subject matter and do not constitute part of the text of this
Agreement and shall not be considered in the interpretation of this Agreement.


 


(e)                                  Saving Clause. If any provision(s) of this Agreement
shall be determined to be illegal or unenforceable, such determination shall in
no manner affect the legality or enforceability of any other provision hereof.


 


(f)                                    Notices. All notices, requests, consents and other communications
shall be in writing and be deemed given when delivered personally, by telex or
facsimile transmission or when received if mailed by first class registered
or certified mail, postage prepaid. Notices to the Company or the Optionee
shall be addressed as set forth underneath their signatures below, or to such
other address or addresses as may have been furnished by such party in
writing to the other.


 


(g)                                 Benefit and Binding Effect. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto, their respective
successors, permitted assigns, and legal representatives. The Company has the
right to assign this Agreement, and such assignee


 


6

















 


shall become entitled to
all the rights of the Company hereunder to the extent of such assignment.


 


(h)                                 Counterparts. For the convenience of the parties and
to facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document. This Agreement may be executed by
facsimile signatures.


 


(i)                                     Delivery of Stock Certificates. Stock certificates under this Stock
Option shall be deemed delivered for all purposes when the Company or a stock
transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the grantee, at the grantee’s last known address on
file with the Company. Uncertificated stock shall be deemed delivered for all
purposes when the Company or a stock transfer agent of the Company shall have
given to the Optionee by electronic mail (with proof of receipt) or by United
States mail, addressed to the Optionee, at the Optionee’s last known address on
file with the Company, notice of issuance and recorded the issuance in its
records (which may include electronic “book entry” records).


 


(j)                                     No Employment Rights. The grant of this Stock Option does not
confer upon the Executive any right to continued employment with the Company or
any Subsidiary.


 


(k)                                  Trading Restrictions. The sale of the Shares received upon
exercise hereof shall be subject to such Company’s insider trading policy and
procedures, as in effect from time to time, and the resale restrictions set
forth on Exhibit A.


 


(l)                                     Forfeiture of Awards under Sarbanes-Oxley
Act. If the
Company is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial
reporting requirement under the securities laws, then if the Executive is one
of the individuals subject to automatic forfeiture under Section 304 of
the Sarbanes-Oxley Act of 2002, the Optionee shall reimburse the Company for
any amount received hereunder during the 12-month period following the first
public issuance or filing with the United States Securities and Exchange
Commission, as the case may be, of the financial document embodying such
financial reporting requirement, to the extent required by applicable law.


 


7

















 


The foregoing Agreement is hereby accepted and the
terms and conditions thereof hereby agreed to by the undersigned.


 


 


	
  Dated: March 31, 2006

  	
   

  
	
   

  	
   

  
	
   

  	
  NATROL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   /s/ Elliott Balbert

  	
   

  
	
   

  	
  By:

  	
  Elliott Balbert

  
	
   

  	
  Title:

  	
  Executive Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  Natrol, Inc.

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
  21411 Prairie Street

  
	
   

  	
   

  	
  Chatsworth, CA 91311

  
					



 


The foregoing Agreement is hereby accepted and the
terms and conditions thereof hereby agreed to by the undersigned.


 


 


	
  Dated: March 31, 2006

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
  BDL INVESTMENT TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Wayne Bos

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Optionee’s Address:

  
	
   

  	
   

  
	
   

  	
  BDL Investment Trust

  
	
   

  	
  c/o Wayne M. Bos

  
	
   

  	
  47 Corringham Road

  
	
   

  	
  London NW 11 7BS

  
	
   

  	
  United Kingdom

  
	
   

  	
   

  
	
  Acknowledged and Agreed to:

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Wayne Bos

  	
   

  	
   

  
				



 


8

















 


APPENDIX A


 


Stock
Option Exercise Notice


 


Natrol, Inc.


 


Attention:
Chief Financial Officer


 


21411
Prairie Street


 


Chatsworth,
CA 91311


 


Dear
Sirs:


 


Pursuant to the terms of my stock option agreement
dated                 
(the “Agreement”) BDL Investment Trust hereby [Circle One] partially/fully
exercise such option by including herein payment in the amount of $           
representing the purchase price for [Fill in
number of Option Shares]              
option shares. I have chosen the following form(s) of payment:


 


	
  o

  	
  1.

  	
  Cash

  
	
  o

  	
  2.

  	
  [Certified or Bank] Check payable to Natrol, Inc.

  
	
  o

  	
  3.

  	
  Other (as described in the Agreement (please describe))
                     .

  



 


The undersigned hereby reaffirms the representations,
warranties and covenants set forth in Section 7 of the Agreement.


 


 


Sincerely yours,


 


 


Please Print Name:


 

















 


EXHIBIT A


 


Resale
Restrictions


 


Except
as set forth below, Option Shares received upon exercise of this Stock Option may not
be sold for a period of three years after February 14, 2006:


 


•                  1,000,000
shares may be sold immediately;


 


•                  1,000,000
shares may be sold at any time after the Threshold Share Price (as defined
below) is equal to or greater than $3.00 per share;


 


•                  1,000,000
shares may be sold at any time after the Threshold Share Price is equal to
or greater than $3.50 per share;


 


•                  1,000,000
shares may be sold at any time after the Threshold Share Price is equal to
or greater than $4.00 per share;


 


•                  1,000,000
shares may be sold at any time after the Threshold Share Price is equal to
or greater than $4.50 per share; and,


 


•                  1,029,500
shares may be sold at any time after the Threshold Share Price is equal to
or greater than $5.00 per share.


 


The
Threshold Share Price means that the closing price of the Company’s common
stock equals or exceeds the relevant threshold for a period of thirty
consecutive trading days.


 


All
shares may be sold with no thresholds in place after three years.