Exhibit
10.54


 


STOCK
OPTION AGREEMENT


 


This
Stock Option Agreement (“Agreement”), is made as of December 1, 2009 (the “Grant
Date”), by and between Hansen Natural Corporation, a Delaware corporation (the “Company”),
and Nick Gagliardi (“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 $0.005 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 25,000 shares of Common Stock, at the purchase
price of $35.64 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(c) below. 
“Cause” means, as determined by the Committee, the Holder’s (i) act(s) of
fraud or dishonesty, (ii) knowing and material failure to comply with
applicable laws or regulations or satisfactorily perform his duties of
employment, (iii) insubordination or (iv) drug or alcohol abuse.


 


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 to the Option

  	
   

  	
  After the second
  anniversary of 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 

  



 


(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 anything else herein to
the contrary, this Option shall expire on the tenth anniversary of the Grant Date.


 

















 


(d)        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 herein to
the contrary, the Board may, at any time, in its sole discretion, provide that
upon the occurrence of a change in control of the Company (as determined by the
Board), all or a specified portion of any outstanding options not theretofore
exercisable shall immediately become exercisable and that any option not
exercised prior to such change in control shall be canceled.


 


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 2281
Cambridge Avenue, Cardiff by the Sea, California  92007, 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.


 


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/ Nick
  Gagliardi

  	
   

  	
  By:

  	
  /s/ Rodney C.
  Sacks

  
	
  Nick Gagliardi

  	
  Name: Rodney C.
  Sacks

  
	
   

  	
  Title: Chairman
  and CEO