Exhibit
10.45A


 


FIRST
AMENDMENT TO STOCK OPTION AGREEMENT


 


THIS
FIRST AMENDMENT TO STOCK OPTION AGREEMENT (the “Amendment”) is made as of this 2nd
day of August, 2008, between Hansen Natural Corporation, a Delaware corporation
(the “Company”) and Hilton H. Schlosberg (“Holder”).


 


RECITALS


 


WHEREAS,
on June 2, 2008 the Company and Holder entered into an agreement pursuant
to which the Company granted Holder an option to purchase up to 400,000 shares of
the Company’s common stock, at a purchase price of $31.72 per share (the “Option”),
vesting in three (3) annual increments (the “Option Agreement”).


 


WHEREAS,
the parties desire to amend the Option Agreement by mutual consent to provide
that the Option shall vest over five (5) annual increments.


 


AGREEMENT


 


In consideration
for the covenants and agreements contained in the Option Agreement and this Amendment,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:


 


1.         Amendment to Option Agreement. 
The Option Agreement is hereby amended as follows:


 


Section 3(a) of the Option Agreement is hereby
deleted in its entirety and replaced with the following:


 


“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

  
	
   

  	
   

  	
   

  
	
  20% of the number of
  shares subject to the Option

  	
   

  	
  After the first
  anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  20% of the number of
  shares subject

  	
   

  	
  After the second
  anniversary of

  



 

















 


	
  to the Option

  	
   

  	
  the Grant Date

  
	
   

  	
   

  	
   

  
	
  20% of the number of
  shares subject to the Option

  	
   

  	
  After the third
  anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  20% of the number of
  shares subject to the Option

  	
   

  	
  After the fourth
  anniversary of the Grant Date

  
	
   

  	
   

  	
   

  
	
  20% of the number of
  shares subject to the Option

  	
   

  	
  After the fifth
  anniversary of the Grant Date”

  



 


2.            Miscellaneous.


 


A.        This Amendment of the
Option Agreement by mutual consent of the parties is authorized and permitted
pursuant to Section 14 of the Option Agreement.


 


B.         All capitalized terms
not otherwise defined in this Amendment shall have the meaning ascribed to them
as set forth on the Option Agreement.


 


C.         Except as otherwise
provided herein, the terms and conditions of the Option Agreement shall remain
in full force and effect.


 


IN
WITNESS WHEREOF, Hansen Natural Corporation has caused this Amendment to executed
by a duly authorized officer and Holder as of the day of July, 2008.


 


 


	
  HOLDER

  	
   

  	
   

  	
   

  	
  HANSEN NATURAL
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Hilton H.
  Schlosberg

  	
   

  	
   

  	
   

  	
  By

  	
  : /s/ Rodney C. Sacks

  	
   

  
	
  Hilton H. Schlosberg

  	
   

  	
   

  	
   

  	
  Name:  Rodney C. Sacks

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Chairman and CEO