Exhibit
10.8


 


June 29,
2009


 


 


 


Mr. Nick
Gagliardi


2281
Cambridge Avenue


Cardiff
by the Sea, CA  92007


 


Dear
Nick:


 


Following
your recent discussion with Mark Hall, I set out below our employment offer
(the “Agreement) to you for the position of Chief Operating Officer of the
Monster Beverage Division of Hansen Beverage Company (“Hansen” or the “Company”):


 


1.                                    Total Compensation.


 


	
  1.1
  Basic Salary:

  	
  $9807.70
  paid bi-weekly. (Annualized to $255,000 for information only).

  
	
   

  	
   

  
	
  1.2
  Dislocation Allowance:

  	
  $769.23
  paid bi-weekly. (Annualized to $20,000.00 for information only.

  
	
   

  	
   

  
	
  1.3
  Auto Allowance:

  	
  $700.00
  per month. (Annualized to $8,400 for information only.)

  
	
   

  	
   

  
	
  1.4
  Gas Allowance:

  	
  Reimbursement
  of costs.

  
	
   

  	
   

  
	
  1.5
  Medical/Dental:

  	
  Employee
  and family will be fully covered by the Company in accordance with the
  rules and procedures set forth in the Company’s Employee Handbook and in
  the Group Insurance Plan documents. This includes medical insurance, dental
  insurance, life insurance, vision insurance and long term disability
  insurance. Medical/Dental eligibility is effective the first day of the month
  following 30 days from the date of hire as a full-time employee. The Company
  offers a supplemental insurance plan offering cancer insurance, short-term
  disability insurance and ADD insurance which the employee may subscribe to at
  his election.

  
	
   

  	
   

  
	
  1.6
  401(k) Plan:

  	
  The
  Company has a 401(k) Plan. The Company contributes 25% of your
  contributions towards the Plan, subject to a maximum of 8% of your salary.
  You will be eligible to participate in the Plan 

  



 

















 


	
   

  	
  from
  the first entry date that occurs after you have completed three
  (3) months’ service. Entry dates are January 1 and July 1.

  
	
   

  	
   

  
	
  1.7
  Expenses:

  	
  Expense
  reports are submitted weekly. All business-related expenses are to be
  documented according to the Internal Revenue Service guidelines and in
  accordance with the Company’s policy on such expenditures.

  
	
   

  	
   

  
	
  1.8
  Vacation:

  	
  You
  will receive 0.3288 hours of vacation for every calendar day of employment
  (annualized to 3 weeks for information only). Except upon termination of
  employment, the Company does not compensate employees in lieu of leave due.
  Vacation may not be taken before expiration of six (6) months’
  employment.

  
	
   

  	
   

  
	
  1.9
  Stock Option:

  	
  60,000
  shares. Grant date shall be the first day that the Nasdaq Stock Market is
  open in the calendar month following the commencement date of employment.
  Vesting commences on the first anniversary of the Grant Date at the rate of
  20% of the number of shares subject to the Option per year, for five
  (5) years. Exercise price shall be determined according to the Fair
  Market Value of the stock on the Grant Date (as defined in the Plan i.e. the
  closing price on the Grant Date). Terms to be in accordance with Company
  Stock Option Plan and written Stock Option Agreement to be signed in due
  course.  In respect of the aforegoing,
  it is recorded that if, following a change of control of the Company, the new
  controlling shareholders terminate your employment without cause within one
  (1) year after such change of control has occurred, all of the options
  not yet exercisable by you pursuant to the Option Agreement contemplated in
  this Paragraph 1.9 shall immediately become exercisable by you in full upon
  such termination on the terms and conditions otherwise provided for in the
  option agreement governing such options.

  
	
   

  	
   

  
	
  1.10
  Bonus:

  	
  Annually
  – up to 50% of salary plus dislocation allowance. Bonuses will be based on
  your individual performance and the results achieved in your respective areas
  relative to your individual goals and objectives. However, the Company
  reserves the right to award bonuses in excess of 50% of salary and
  dislocation allowance for extraordinary effort and performance, at its sole
  discretion. Input from your immediate superiors may be taken into account in
  such evaluation.

  
	
   

  	
   

  
	
  1.11
  Relocation:

  	
  If
  you relocate to a residence near the office, the Company will pay the moving
  costs incurred by you to ship your household goods to Orange County by a
  recognized moving firm. Moving costs do not include any storage costs. We
  will require receipts for all costs incurred.

  



 

















 


	
  1.12
  Insurability:

  	
  As
  a condition of your employment you may be required to drive a Company
  vehicle. If so, you must be able to meet the insurance requirements of the
  Company’s insurance carrier, which involves the following stipulations.
  During the course of your employment your driving record will be checked
  periodically. You agree to report any traffic violation or accident you are
  involved in, of any kind and regardless of whether it was work related, to
  the Company as soon as possible after the violation or accident occurred. If
  you become uninsurable with the Company’s insurance carrier, your employment
  may be terminated at any time thereafter by the Company with or without
  notice.

  



 


2.                                    Termination.


 


2.1  At-Will Employment:  It is to be understood that your employment
with the Company is of an at-will nature, for no specified period of time.  Regardless of the length of service, you are
free to terminate your employment at any time, for any reason, although your
giving one (1) month’s notice is always appreciated.  Likewise, the Company is free to terminate
your employment at any time, for any reason, with or without cause and with or
without advance notice.  The Company makes
no guarantee or contract of continued employment.  No one may change the at-will nature of your
employment, except in writing and signed by either the Chairman or President of
the Company.


 


2.2  Termination Without Cause:           If your employment is terminated without
cause within the first six (6) months after commencement of employment,
you will receive three (3) months severance pay.  If your employment is terminated without cause
between seven (7) and twelve (12) months after commencement of your
employment, you will receive two (2) months severance pay.  Thereafter, if your employment is terminated
without cause you will receive one (1) month severance pay.  All severance payments are subject to:  (1) appropriate payroll and tax
deductions as required by law; (2) your compliance with all other terms
and conditions of this Agreement; and (3) your execution of a reasonable
and standard severance agreement (which will include, among other things, a
general release of all claims by you against the Company, its Agents and
Affiliates).


 


2.3  Termination With Cause:   If the Company terminates your
employment for “Good Cause”, or if you terminate your employment for any
reason, the Company is not obligated to pay severance.  As noted previously, although you are not
obligated to give advance notice, two (2) weeks notice of a resignation is
always appreciated.  For the purposes of
this Agreement, the term “Good Cause” shall include:


 


2.3.1    Your neglect, breach of duty, or any failure
by you to perform, to the reasonable satisfaction of your supervisor and/or the
Executive Committee of the Board of the Company;


 


2.3.2    Your conviction of a
felony, or any determination by the Executive Committee of the Board of the
commission of theft, larceny, embezzlement, fraud, dishonesty, illegality,
moral turpitude, harassment, or gross mismanagement;


 

















 


2.3.3    Your death or material
disability to such an extent that you, even with reasonable accommodation, are
precluded from performing the essential duties of your position; or


 


2.3.4    Your breach of this
Agreement or any fiduciary duties to the Company.


 


3.                                    Proprietary Information, Confidentiality,
Intellectual Property and Non-Solicitation.


 


You
agree that all the terms and conditions contained in the Employee Proprietary
Information, Confidentiality, Intellectual Property and Non-Solicitation
Agreement attached hereto as Exhibit A are incorporated herein and shall
be binding upon you.  Please note that
you are required to separately sign the attached Exhibit A at the same
time as you sign this Agreement.


 


4.         Arbitration of Disputes/Litigation.


 


4.1       Any controversy or claim
arising out of or relating to this Agreement or the breach thereof or any
agreement entered into between the Company and you or otherwise arising out of
your employment or the termination of that employment (including without
implication of limitation any claims of unlawful employment discrimination
whether based on age or otherwise), defamation, invasion of privacy, infliction
of emotional distress, unlawful harassment, including similar claims such as,
without limitation, claims arising under the California Fair Employment and
Housing Act, the Americans with Disabilities Act, Title VII of the Civil Rights
Act of 1964, the Age Discrimination in Employment Act, the California Labor
Code and Equal Pay Act, the Rehabilitation Act of 1974, the Employee Retirement
Income and Security Act and any and all other contractual, tort, legal,
equitable and statutory claims that may be lawfully submitted to arbitration,
either by or against the Company shall, to the fullest extent permitted by law,
be settled by binding arbitration conducted by JAMs/Endispute (“JAMS”) in
accordance with JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”)
applicable to employment disputes, in Orange County, California.  Except as expressly allowed by the Statutory
Claims as defined below, the arbitrator shall have no authority to award
punitive or exemplary damages or any other amount for the purpose of imposing a
penalty.  Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction.


 


4.2       For any claims brought
under the California Fair Employment and Housing Act, Title VII of the Civil
Rights Act of 1964, or any other local, state or federal statues (“Statutory
Claims”)  (a)  the substantive and
remedial provisions applicable to the Statutory Claims shall be available to
any party required to arbitrate Statutory Claims under this Agreement;  (b) if the Rules do not already
provide, either party submitting a Statutory Claim to arbitration shall be
entitled to the full range of discovery provided under California Code of Civil
Procedure section 1283.05;  (c) you
shall not be required to pay unreasonable costs or any of the arbitrator’s fees
or expenses; and (d) if applicable, the arbitrator must issue a written
report setting forth the essential findings and conclusions on which any award
is based.


 


4.3       Notwithstanding the foregoing, these
provisions shall not preclude either party from pursuing a court action for the
sole purpose of obtaining a temporary restraining order or a preliminary
injunction in circumstances in which such relief is appropriate, provided that
any other relief shall be pursued through an arbitration proceeding pursuant to
this Agreement.


 

















 


4.4       Without in any way detracting from the
intent and obligation of the Company and you to arbitrate all disputes and
controversies between them in accordance with the above provisions, in the
event that any controversy or claim is determined in a court of law, both you
and the Company hereby irrevocably waive any and all rights to trial by jury in
any legal proceeding arising out of or relating to this Agreement, the breach
thereof or the employee’s employment or other business relationship.  Except as otherwise required by law, both you
and the Company hereby specifically waive any claims for punitive or exemplary
damages or for any other amounts awarded for the purposes of imposing a
penalty.


 


Make sure you have read and understand the foregoing.  You agree to waive the right to a jury and
instead submit disputes arising out of or related to this agreement or your
employment to neutral, binding arbitration. 
You may want to consult with an attorney before signing this agreement.


	
   

  	
  INITIALS:

  	
   

  



 


5.         General.


 


You
agree that except as otherwise set forth in this Agreement, all remaining terms
and conditions of your employment shall be in accordance with and subject to
the Company’s current Employee Handbook, which describes your responsibilities
as well as various benefits to which you may be entitled.  You will be required to acknowledge receipt
of the Company’s Employee Handbook and sign other documents related to your
employment before you begin work.  You
are also required to sign the Company’s Proprietary Information and
Non-solicitation Agreement as well as acknowledge and acquaint yourself with
the Company’s Injury and Illness Prevention Program.


 


We
look forward to your joining the Company. 
Please sign a copy of this letter to acknowledge your acceptance of this
Agreement with all of the terms contained herein and return it to our Human
Resources Department.  Your employment
will commence as soon as possible.


 


	
  Yours
  sincerely,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Hilton H. Schlosberg

  	
   

  	
   

  	
   

  
	
  Hilton H. Schlosberg

  	
   

  	
   

  
	
  Vice Chairman of the Board

  	
   

  	
   

  



 


	
  HHS:lhs

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accepted
  and Agreed:

  	
    /s/ Nick Gagliardi

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nick Gagliardi

  	
   

  	
   

  	
  Date