Exhibit 10.45


 


STOCK OPTION AGREEMENT


 


This Stock Option Agreement (“Agreement”), is made as
of June 2, 2008 (the “Grant Date”), by and between Hansen Natural
Corporation, a Delaware corporation (the “Company”), and Hilton H.
Schlosberg  (“Holder”).


 


Preliminary Recitals


 


A.        Holder
is an employee of a Participating Company.


 


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 $.0005 per share (the “Common Stock”).


 


C.         Capitalized
terms not otherwise defined in this Agreement shall have the meaning given to
them in the Plan.


 


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 and in the Plan, an incentive stock option (“ISO”) to purchase 400,000
shares of Common Stock, at the purchase price of $31.72 per share (the “Option”),
such Option to be exercisable and exercised as hereinafter provided.  If for any reason the Option or any portion
of the Option shall not qualify as an ISO, then, to the extent of such
nonqualification, such Option (or portion thereof) shall be regarded as a nonqualified
stock option granted under the Plan, provided that such Option (or portion
thereof) otherwise complies with the Plan’s requirements relating to
nonqualified stock options.  In no event
shall any member of the Committee or any Participating Company (or their
respective employees, officers or directors) have any liability to Holder (or
any other person) due to the failure of an Option (or any portion thereof) to
qualify for any reason as an ISO.


 


2.         Exercise Period.            The Option shall expire three months
after the termination of the Holder’s employment with a Participating Company
unless the employment is terminated by a Participating Company for Cause (as
defined below) or unless the employment is terminated by reason of the death or
Total Disability of Holder. If the Holder’s employment is terminated by a
Participating Company for Cause, the Option shall expire as of the date
employment terminates.  If the Holder’s
employment terminates due to his death or Total Disability, then the Option 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, or drug or alcohol abuse, in any case as determined by the Committee.


 


3.         Exercise
of Option


 


(a)        Subject
to the other terms of this Agreement regarding the exercisability of the
Option, provided that Holder is employed by a Participating Company on the
relevant Exercise Date set forth below, the Option may be exercised in respect
of the number of shares (the “Option Portion”) listed in column A from and
after the Exercise Date listed in column B,


 


	
  Column “A”

  	
   

  	
  Column “B”

  
	
   

  	
   

  	
   

  
	
  Number of Shares

  	
   

  	
  Exercise Date

  
	
   

  	
   

  	
   

  
	
  33.333% of the number
  of shares subject to the Option

  	
   

  	
  After the first
  anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  33.333% of the number
  of shares subject to the Option

  	
   

  	
  After the second
  anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  33.334% of the number
  of shares subject to the Option

  	
   

  	
  After the third
  anniversary of the Grant Date

  



 


(b)        This Option 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 Option 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 Section 3(a) above,
this ISO shall be fully exercisable in the event Holder’s employment with a
Participating Company is terminated by the Holder for “Good Reason” (as defined
below), or a Participating Company terminates the Holder’s employment without “Cause”
(as defined above). “Good Reason” means the Holder’s termination of employment
with a Participating Company on or after a reduction in his compensation or
benefits, his removal as the Company’s Vice Chairman of the Board or President,
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 in this
Agreement to the contrary, this Option shall expire on the tenth anniversary of
the Grant Date.


 


(e)        The Holder hereby agrees to notify the
Company in writing in the event shares acquired pursuant to the exercise of
this Option are transferred, other than by will or by the laws of descent and
distribution, within two years after the Grant Date 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 all or a portion of the Option, the purchase price
shall be paid in full to the Company in any 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 Stock. 
(The shares of Stock to be used as payment shall be valued as of the
date of exercise of the Option at the Closing Price as defined below.  For example, if Holder exercises the option
for 4,000 shares at a total Exercise Price of $8,000, assuming an exercise
price of $2.00 per share, and the Closing Price is $5.00, Holder may pay for
the 4,000 Option Shares by transferring 1,600 shares of Stock to the Company.)


 


(c)        By delivering a properly executed
exercise notice together with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale proceeds necessary to pay the
purchase price and applicable withholding taxes, and such other documents as
the Committee may determine.


 


(d)        For purposes of this Agreement, the term
“Closing Price” means, with respect to the Company’s 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 Stock is listed or admitted to trading; or, if
the Stock is not listed or admitted to trading on any national securities
exchange, the last sale price of the Stock 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 Stock is not listed on NASDAQ or a
comparable system, the “Closing Price” shall be the Fair Market Value of the
Stock as determined by the Committee in good faith.


 

















 


5.         Purchase for Investment; Resale Restrictions.  Unless
at the time of exercise of the Option there shall be a valid and effective
registration statement under the Securities Act of 1933 (the “‘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 Option 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
Option shall not be transferable other than by will or by the laws of descent
and distribution.  During the lifetime of
Holder, this Option shall be exercisable only by Holder.


 


7.         Adjustments.


 


(a)        Subject to clause 7(b) below, if
the outstanding shares of stock of the Company are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are
distributed with respect to such shares of stock or securities, through merger,
consolidation, sale of all or substantially all of the assets or shares of the
Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other distribution with respect to such
shares of stock or other securities, then, to the extent permitted by the
Board, an appropriate and proportionate adjustment shall be made in (1) the
maximum number and/or kind of shares provided in Paragraph 1 above; (2) the
number and/or kind of shares or other securities subject to the outstanding
options and tandum SARs, if any; and (3) the price for each share or other
unit of any other securities subject to outstanding options without change in
the aggregate purchase price or value as to which the options remain
exercisable or subject to restrictions. 
Any adjustment under this clause 7(a) shall be made by the Board,
whose determination as to what adjustments shall be


 

















 


made, if any, and the
extent thereof, will be final, binding and conclusive.  No fractional interests will be issued under
this Agreement resulting from any such adjustment.


 


(b)        Notwithstanding anything else in this
Agreement to the contrary, unless the Board, in its sole discretion, determines
that the Holder did not perform the duties reasonably requested of him in
connection with a Change in Control (as defined in (c) below), including,
without limitation, agreeing to provide remunerated services to the Company
(for a reasonable length of time) following a Change in Control, upon the
occurrence of a Change in Control, the Option or any portion thereof not
theretofore exercisable, shall immediately become exercisable in its entirety and
the Option may be purchased by the Company for cash at a price equal to the
Fair Market Value less the purchase price payable by the Holder to exercise the
Option as set out in Section 1 above for one (1) share of Common
Stock of the Company multiplied by the number of shares of Common Stock which
the Holder has the option to purchase pursuant to the terms of Section 1
above.


 


(c)        For the purposes of this agreement, “Change
in Control” means:


 


(i)         the acquisition (in one or more
transactions) 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 Common Stock,


 


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


 


(iii)       the merger of the Company with another
entity in which the Common Stock of the Company is no longer outstanding after
such merger.


 


8.         No Rights as Stockholder.          Holder shall have no rights as a stockholder with respect
to any shares of Stock subject to this Option prior to the date of issuance to
him of a certificate or certificates for such shares.


 


9.         No Right to Continue Employment.         This Agreement shall not confer upon
Holder any right with respect to continuance of employment with a Participating
Company nor shall it interfere in any way with the right of a Participating
Company to terminate the Holder’s employment at any time.


 


10.        Compliance With Law and Regulation.   This Agreement and the obligation of the
Company to sell and deliver shares of 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
shall determine that (i) the listing, registration or qualification of the
shares of 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 Stock hereunder, this Option
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.


 


11.        Tax Withholding Requirements.  The Company shall have the right to require
Holder to remit to the Company an amount sufficient to satisfy any federal, state
or local withholding tax requirements prior to the delivery of any certificate
or certificates for Stock.


 


12.        Fractional Shares. Notwithstanding any other provision of this
Agreement, no fractional shares of Stock shall be issued upon the exercise of this
Option, and the Company shall not be under any obligation to compensate Holder
in any way for such fractional shares.


 


13.        Notices.            Any notice hereunder to the Company shall be addressed to
it at its office at 550 Monica Circle, Suite 201, Corona, California
92880, Attention: Rodney C. Sacks with a copy to Benjamin Polk, Schulte Roth &
Zabel LLP, 919 Third Avenue, New York, New York 10022, and any notice hereunder
to Holder shall be addressed to him at 2 Nidden, Irvine, California 92603,
subject to the right of either party to designate at any time hereafter in
writing some other address.


 


14.        Amendment.     No modification, amendment or waiver of any of the provisions of
this Agreement shall be effective unless in writing specifically referring
hereto, and signed by both parties.


 


15.        Governing Law. This Agreement shall be construed according to
the laws of the State of Delaware and all provisions hereof shall be
administered according to and its validity shall be determined under, the laws
of such State, except where preempted by federal laws.


 


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16.        Counterparts.    This Agreement may be executed in one or
more counterparts, each of which shall constitute one and the same instrument.


 


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


 


 


	
   

  	
   

  	
  HANSEN NATURAL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Hilton Schlosberg

  	
   

  	
   

  	
  By:

  	
  /s/ Rodney C. Sacks

  	
   

  
	
  Hilton Schlosberg

  	
   

  	
  Name: Rodney C. Sacks

  
	
   

  	
   

  	
  Title: Chairman
  and CEO