Exhibit 4.3


 


2009 HANSEN NATURAL CORPORATION


 


STOCK INCENTIVE PLAN


 


FOR NON-EMPLOYEE DIRECTORS


 

















 


2009 HANSEN NATURAL CORPORATION


 


STOCK INCENTIVE PLAN


 


FOR NON-EMPLOYEE DIRECTORS


 


1.             Purpose of
the Plan


 


The
purpose of the 2009 Hansen Natural Corporation Stock Incentive Plan for
Non-Employee Directors is to attract and retain persons of ability as directors
of Hansen Natural Corporation and to further align the economic interests of
directors with those of the Company’s shareholders.  The Company expects that it will benefit from
the added interest which such directors will have in the welfare of the Company
as a result of their proprietary interest in the Company’s success.


 


2.             Definitions


 


The
following capitalized terms used in the Plan have the respective meanings set
forth in this Section:


 


(a)   Act:  The Securities Exchange Act of
1934, as amended, or any successor thereto.


 


(b)   Affiliate:  With respect to the Company, any
entity directly or indirectly controlling, controlled by, or under common control
with, the Company or any other entity designated by the Board in which the
Company or an Affiliate has an interest.


 


(c)   Award:  An Option, Stock Appreciation
Right or Other Stock-Based Award granted pursuant to the Plan.


 


(d)   Board:  The Board of Directors of the
Company.


 


(e)   Change of Control:  The occurrence of any of the
following events:


 


(i) the
acquisition of “beneficial ownership” by any person (as defined in Rule 13d-3
under the Act), corporation or other entity other than the Company or a wholly-owned
subsidiary of the Company of 50% or more of the outstanding Shares, (ii) the
sale or disposition of substantially all of the assets of the Company or (iii) the
merger of the Company with another corporation in which the Shares are no
longer outstanding after such merger.


 


(f)    Code:  The Internal Revenue Code of
1986, as amended, or any successor thereto.


 


(g)   Company:  Hansen Natural Corporation, and
its successors and assigns.


 


(h)   Director:  A member of the Board.


 


(i)    Disability:  The complete and permanent
inability of a Director to perform all of his or her duties as a Director, as
determined by the Board upon the basis of such evidence, including independent
medical reports and data, as the Board deems appropriate or necessary.


 


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(j)    Effective Date:  The date the Plan is approved by
the shareholders of the Company.


 


(k)   Eligible Director:  A Director: (i) who is not
an employee of the Company or its subsidiaries or Affiliates, (ii) who
does not serve as a consultant of the Company or its subsidiaries or Affiliates
and (iii) whom the Company is not contractually obligated to nominate as a
Director.


 


(l)    Exchange:  The New York Stock Exchange, or
if the Shares are not listed on the New York Stock Exchange, the principal
exchange on which the Shares are listed or the NASDAQ system of the National
Association of Securities Dealers.


 


(m)  Fair Market Value:  As of any date, the closing
price on the Exchange for one Share on such date, or, if no sales of stock have
taken place on such date, the Fair Market Value of one Share on the most recent
date on which selling prices were reported on the Exchange.  In the event that the Company’s Shares are
not publicly traded on an Exchange, the Board shall determine the fair market
value for all purposes.


 


(n)   Option:  A non-qualified stock option
granted pursuant to Section 7 of the Plan.


 


(o)   Option Price:  The purchase price per Share of
an Option, as determined pursuant to Section 7(a) of the Plan.


 


(p)   Other Stock-Based Awards:  Awards granted pursuant to Section 9
of the Plan.


 


(q)   Participant:  An Eligible Director who is
selected by the Board to participate in the Plan.


 


(r)    Plan:  The 2009 Hansen Natural
Corporation Stock Incentive Plan For Non-Employee Directors.


 


(s)   Shares:  Shares of common stock of the
Company.


 


(t)    Stock Appreciation Right:  A stock appreciation right
granted pursuant to Section 8 of the Plan.


 


3.             Shares Subject to the Plan


 


The
total number of Shares which may be issued under the Plan is 800,000.  The Shares may consist, in whole or in part,
of unissued Shares or treasury Shares. 
The issuance of Shares or the payment of cash upon the exercise of an
Award shall reduce the total number of Shares available under the Plan, as
applicable.  Shares which are subject to
Awards which terminate or lapse may be granted again under the Plan.


 


4.             Administration


 


The
Plan shall be administered by the Board, which may delegate its duties and
powers in whole or in part as it determines. 
The Board shall have full power to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, and to
make any other determinations that it deems necessary or desirable for the
administration of the Plan.  The Board
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Board deems necessary or
desirable.  Any decision of the Board in
the interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their Beneficiaries or


 


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successors).  The Board shall have the full power and
authority to establish the terms and conditions of any Award consistent with
the provisions of the Plan and to waive any such terms and conditions at any
time (including, without limitation, accelerating or waiving any vesting
conditions).  The Board shall require
payment of any amount it may determine to be necessary to withhold for federal,
state, local or other taxes as a result of the exercise of an Award.  The Board’s decisions and determinations
under the Plan need not be uniform and may be made selectively among Directors,
whether or not such Directors are similarly situated.


 


5.             Limitations


 


No
Award may be granted under the Plan after the tenth anniversary of the
Effective Date, but Awards theretofore granted may extend beyond that date.


 


6.             Grant Date
and Vesting


 


(a)   Grant Date.  The Board shall only make grants
of Awards, if any, to Eligible Directors on the last business day prior to the
date of the Company’s annual shareholder meeting.


 


(b)   Vesting.  Except as otherwise provided in
the Plan or an Award agreement, any Award granted under the Plan shall vest
with respect to 100% of such Award, in the calendar year following the calendar
year in which such Award is granted, on the last business day prior to the date
of the Company’s annual shareholder meeting, provided that the recipient of any
Award is an Eligible Director on such date.


 


7.             Terms and Conditions of Options


 


Options
granted under the Plan shall be non-qualified for federal income tax purposes
and shall be subject to the foregoing and the following terms and conditions
and to such other terms and conditions, not inconsistent therewith, as the
Board shall determine:


 


(a)   Option Price.  The Option Price per Share shall
be determined by the Board, but shall not be less than 100% of the Fair Market
Value of the Shares on the date an Option is granted.


 


(b)   Exercisability.  Options granted under the Plan
shall be exercisable at such time and upon such terms and conditions as may be
determined by the Board, but in no event shall an Option be exercisable more
than ten years after the date it is granted.


 


(c)   Exercise of Options.  Except as otherwise provided in
the Plan or in an Award agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable.  For purposes of Section 7 of the Plan,
the exercise date of an Option shall be the later of the date a notice of
exercise is received by the Company and, if applicable, the date payment is
received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in
the following sentence.  The purchase
price for the Shares as to which an Option is exercised shall be paid to the
Company in full at the time of exercise at the election of the
Participant  (i) in cash or its
equivalent (e.g., by check), (ii) to
the extent permitted by the Board, in Shares having a Fair Market Value equal
to the aggregate Option Price for the Shares being purchased and satisfying
such other requirements as may be imposed by the Board; provided, that
such Shares have been held by the Participant for no less than six months (or
such other period as established from time to time by the Board or generally
accepted accounting principles), (iii) partly
in cash and, to the


 


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extent
permitted by the Board, partly in such Shares or (iv) such other method
approved by the Board.  No Participant
shall have any rights of a shareholder with respect to Shares subject to an
Option until the Participant has given written notice of exercise of the
Option, paid in full for such Shares and, if applicable, has satisfied any
other conditions imposed by the Board pursuant to the Plan.


 


(d)   Option Agreement.  Each Option granted under the
Plan shall be evidenced by a written Option Agreement, in a form approved by
the Board.  Such Option Agreement shall
be subject to and incorporate the express terms and conditions, if any,
required under the Plan and such other terms and conditions as the Board may
specify.  Further, each such Option
Agreement shall provide that 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 Shares being acquired pursuant to the
Option, the Director shall upon exercise of the Option give a representation
that he or she is acquiring such Shares for his or her 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, the Director shall be required to
execute a written affirmation, in a form reasonably satisfactory to the
Company, of such investment intent and to further agree that he or she will not
sell or transfer any Shares acquired pursuant to the Option until he or she
requests and receives an opinion of the Company’s counsel 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 or she
obtains a no-action letter from the Securities and Exchange Commission with
respect to the proposed transfer.


 


8.             Terms and Conditions of Stock Appreciation Rights


 


(a)   Grants.  The Board also may grant (i) a Stock Appreciation Right independent
of an Option or (ii) a Stock
Appreciation Right in connection with an Option, or a portion thereof.  A Stock Appreciation Right granted pursuant
to clause (ii) of the preceding sentence (A) shall be granted at the time the related Option is granted,
(B) shall cover the same Shares
covered by an Option (or such lesser number of Shares as the Board may
determine) and (C) shall be subject
to the same terms and conditions as such Option except for such additional
limitations as are contemplated by this Section 8 (or such additional
limitations as may be included in an Award agreement).


 


(b)   Terms.  The exercise price per Share of
a Stock Appreciation Right shall be an amount determined by the Board but in no
event shall such amount be less than the greater of the Fair Market Value of a
Share on the date the Stock Appreciation Right is granted or, in the case of a
Stock Appreciation Right granted in conjunction with an Option, or a portion
thereof, the Option Price of the related Option.  Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an amount
equal to (i) the excess of (A) the
Fair Market Value on the exercise date of one Share over (B) the exercise price per Share, times
(ii) the number of Shares covered by the Stock Appreciation Right.  Each Stock Appreciation Right granted in
conjunction with an Option, or a portion thereof, shall entitle a Participant
to surrender to the Company the unexercised Option, or any portion thereof, and
to receive from the Company in exchange therefor an amount equal to
(i) the excess of (A) the Fair Market Value on the exercise date of
one Share over (B) the Option Price per Share, times (ii) the number
of Shares covered by the Option, or portion thereof, which is surrendered.  The date a notice of


 


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exercise
is received by the Company shall be the exercise date.  Payment shall be made in Shares or in cash,
or partly in Shares and partly in cash (any such Shares valued at such Fair
Market Value), all as shall be determined by the Board.  Stock Appreciation Rights may be exercised
from time to time upon actual receipt by the Company of written notice of
exercise stating the number of Shares with respect to which the Stock
Appreciation Right is being exercised. 
No fractional Shares will be issued in payment for Stock Appreciation
Rights, but instead cash will be paid for a fraction or, if the Board should so
determine, the number of Shares will be rounded downward to the next whole
Share.


 


(c)   Limitations.  The Board may impose, in its
discretion, such conditions upon the exercisability or transferability of Stock
Appreciation Rights as it may deem fit.


 


9.             Other Stock-Based Awards


 


The
Board, in its sole discretion, may grant Awards of Shares, Awards of restricted
Shares and Awards that are valued in whole or in part by reference to, or are
otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”).  Such Other Stock-Based Awards shall be in
such form, and dependent on such conditions, as the Board shall determine,
including, without limitation, the right to receive one or more Shares (or the
equivalent cash value of such Shares) upon the completion of a specified period
of service, the occurrence of an event and/or the attainment of performance
objectives.  Other Stock-Based Awards may
be granted alone or in addition to any other Awards granted under the
Plan.  Subject to the provisions of the
Plan, the Board shall determine (a) the number of Shares to be awarded
under (or otherwise related to) such Other Stock-Based Awards, (b) whether
such Other Stock-Based Awards shall be settled in cash, Shares or a combination
of cash and Shares and (c) all other terms and conditions of such Awards
(including, without limitation, provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).


 


10.           Certificates
for Awards of Stock


 


(a)   Each Director entitled to
receive Shares under the Plan shall be issued a certificate for such
Shares.  Such certificate shall be
registered in the name designated by the Director, and shall bear an
appropriate legend reciting the terms, conditions and restrictions, if any,
applicable to such Shares and shall be subject to appropriate stop-transfer
orders.


 


(b)   Shares shall be made available
under the Plan either from authorized and unissued Shares, or Shares held by
the Company in its treasury.  The Company
shall not be required to issue or deliver any certificates for Shares prior to (i) the
listing of such Shares on any stock exchange on which the Shares may then be
listed and (ii) the completion of any registration or qualification of
such Shares under any federal or state law, or any ruling or regulation of any
governmental body, which the Board shall, in its sole discretion, determine to
be necessary or advisable.


 


(c)   All certificates for Shares
delivered under the Plan shall also be subject to such stop-transfer orders and
other restrictions as the Board may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission, any
stock exchange upon which the Shares are then listed and any applicable federal
or state securities laws, and the Board may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.  The foregoing provisions
of this Section 10(c) shall not be effective if and to the extent
that the Shares delivered under the Plan are covered by an effective and
current registration statement under the 33 Act, or if, and so long as, the
Board determines that application of such provisions is no longer required or
desirable.  In making such determination,
the Board may rely upon an opinion of counsel for the Company.


 


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11.           Adjustments Upon Certain Events


 


Notwithstanding
any other provisions in the Plan to the contrary, the following provisions
shall apply to all Awards granted under the Plan:


 


(a)   Generally.  In the event of any change in
the outstanding Shares after the Effective Date by reason of any Share dividend
or split, reorganization, recapitalization, merger, consolidation, spin-off,
combination, combination or transaction or exchange of Shares or other
corporate exchange, or any distribution to shareholders of Shares other than
regular cash dividends or any transaction similar to the foregoing, the Board
in its sole discretion and without liability to any person shall make such
substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other
securities issued or reserved for issuance pursuant to the Plan or pursuant to
outstanding Awards, (ii) the Option
Price or exercise price of any Stock Appreciation Right and/or (iii) any
other affected terms of such Awards.


 


(b)   Change of Control. In the event of a Change of Control after the Effective Date, the Board
may, in its sole discretion, provide for (i) the
termination of an Award upon the consummation of the Change of Control, but
only if such Award has vested and been paid out or the Participant has been
permitted to exercise the Award in full for a period of not less than 10 days
prior to the Change of Control, (ii) acceleration of all or any portion of
an Award, (iii) the payment of any
amount (in cash or, in the discretion of the Board, in the form of consideration
paid to shareholders of the Company in connection with such Change of Control)
in exchange for the cancellation of such Award which, in the case of Options
and Stock Appreciation Rights, may equal the excess, if any, of the Fair Market
Value of the Shares subject to such Options or Stock Appreciation Rights over
the aggregate exercise price or Option Price of such Options or Stock
Appreciation Rights, and/or (iv) issuance of substitute Awards that will
substantially preserve the otherwise applicable terms of any affected Awards
previously granted hereunder.


 


12.           Successors and Assigns


 


The
Plan shall be binding on all successors and assigns of the Company and a
Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant’s creditors.


 


13.           Nontransferability of Awards


 


Unless
otherwise determined by the Board, an Award shall not be transferable or
assignable by the Participant otherwise than by will or by the laws of descent
and distribution.  During the lifetime of
the Director, an Option or Stock Appreciation Right shall be exercisable only
by the Director.  An Award exercisable
after the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.


 


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14.           Indemnification


 


No
member of the Board shall be personally liable for any action, determination,
or interpretation taken or made with respect to the Plan or any award
thereunder.  The Company shall indemnify
all members of the Board to the extent permitted by law, from and against any
and all liabilities, costs, and expenses incurred by such persons as a result
of any act, or omission to act, in connection with the performance of such
persons’ duties, responsibilities, and obligations under the Plan.


 


15.           Amendments or Termination


 


The
Board may, at any time, amend or terminate the Plan.  No amendment shall, without approval by a
majority of the Company’s shareholders, (i) alter the group of persons
eligible to participate in the Plan, (ii) increase the maximum number of
Shares which are available for Awards under the Plan or (iii) extend the
period during which Awards may be granted under the Plan beyond the expiration
of ten years from the effective date of the Plan.  No amendment or termination shall
retroactively impair the rights of any person with respect to an Award.  Notwithstanding the foregoing, the Board may
amend the Plan in such manner as it deems necessary to permit the granting of
Awards meeting the requirements of the Code or other applicable laws.


 


16.           Miscellaneous


 


(a)   Nothing in this Plan or any
Award granted hereunder shall confer upon any Director any right to continue as
a member of the Board.


 


(b)   No Director shall have any
claim to an Award until it is actually granted under the Plan.  To the extent that any person acquires a
right to receive payments from the Company under this Plan, such right shall be
no greater than the right of an unsecured general creditor of the Company.


 


(c)   The right of any Director or
other person to any Award or Shares under the Plan may not be assigned,
transferred, pledged or encumbered, either voluntarily or by operation of law,
except as may be required by law.  If, by
reason of any attempted assignment, transfer, pledge, or encumbrance or any
bankruptcy or other event happening at any time, any right to acquire Shares or
exercise Options granted under the Plan would be made subject to the debts or
liabilities of the Director or would otherwise devolve upon anyone else and not
be enjoyed by the Director, then the Board may terminate such person’s interest
in any such payment and direct that the same be held and applied to or for the
benefit of the Director, or any other persons deemed to be the natural objects
of his or her bounty, taking into account the expressed wishes of the Director
in such manner as the Board may deem proper.


 


(d)   Copies of the Plan and all
amendments, administrative rules and procedures and interpretations shall
be made available to all Directors at all reasonable times at the Company’s
headquarters.


 


(e)   The Plan and the grant of
Awards 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.


 


(f)    All elections, designations,
requests, notices, instructions and other communications from a Director or
other person to the Board, required or permitted under the Plan, shall be in
such form as is prescribed from time to time by the Board and shall be mailed
by first class mail or delivered to such location as shall be specified by the
Board.


 


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(g)   The terms of the Plan shall be
binding upon the Company and its successors and assigns.


 


(h)   Captions herein are inserted
solely as a matter of convenience and in no way define or limit the scope or
intent of any provision hereof.


 


17.           Choice of Law


 


The
Plan shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to conflicts of laws principles.


 


18.           Effectiveness of the Plan


 


The
Plan shall be effective as of the Effective Date.  No Awards shall be granted prior to the
Effective Date.


 


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