HANS » Topics » Company Stock Option Plan

This excerpt taken from the HANS DEF 14A filed Oct 12, 2006.

Company Stock Option Plan

 

The Company has a stock option plan (the “Plan”) that provided for the grant of options to purchase up to 3,000,000 shares of common stock of the Company to certain key employees of the Company and its subsidiaries. Options granted under the Plan may either be incentive stock options qualified under Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified options. Such options are exercisable at fair market value on the date of grant for a period of up to ten years. Under the Plan, shares subject to options may be purchased for cash, or for shares of common stock valued at fair market value on the date of purchase. Under the Plan, no additional options may be granted after July 1, 2001.

 

During 2001, the Company adopted the Hansen Natural Corporation 2001 Stock Option Plan (“2001 Option Plan”). The 2001 Option Plan provides for the grant of options to purchase up to 2,000,000 shares of the common stock of the Company to certain key employees of the Company and its subsidiaries. Options granted under the 2001 Stock Option Plan may be incentive stock options under Section 422 of the Internal Revenue Code, as amended (the “Code”), nonqualified stock options, or stock appreciation rights. On June 1, 2006, the plan was amended to increase the number of authorized options to purchase shares of the Company’s common stock by 1,500,000.

 

The Plan and the 2001 Option Plan are administered by the Compensation Committee of the Board of Directors of the Company, comprised of directors who satisfy the “non-employee” director requirements of Rule 16b-3 under the Securities Exchange Act of 1934 and the “outside director” provision of Section 162(m) of the Code. Grants under the Plan and the 2001 Option Plan are made pursuant to individual agreements between the Company and each grantee that specifies the terms of the grant, including the exercise price, exercise period, vesting and other terms thereof.

 

Pursuant to the Plan, Messrs. Sacks and Schlosberg have each been granted options to purchase 800,000 shares of Common Stock, which vests as follows: 160,000 on February 2, 2000; 160,000 on February 2, 2001; 160,000 on February 2, 2002; 160,000 on February 2, 2003; and 160,000 on February 2, 2004, pursuant to individual stock option agreements each dated February 2, 1999 exercisable for a ten-year period at an exercise price of $0.53 per share.

 

 

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Pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg have each been granted options to purchase 1,200,000 shares of Common Stock, which vests as follows: 240,000 on July 12, 2003; 320,000 on July 12, 2004; 320,000 on July 12, 2005; and 320,000 on July 12, 2006, pursuant to individual stock option agreements each dated July 12, 2002 exercisable for a ten-year period at an exercise price of $0.45 per share.

 

In addition, pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg have each been granted options to purchase 1,200,000 shares of Common Stock, which vests as follows: 240,000 on January 1, 2004; 240,000 on January 1, 2005; 240,000 on January 1, 2006; 240,000 on January 1, 2007; and 240,000 on January 1, 2008, pursuant to individual stock option agreements each dated May 28, 2003 exercisable for a ten-year period at an exercise price of $0.53 per share.

 

Pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg have also each been granted options to purchase 1,200,000 shares of Common Stock, which vests as follows: 240,000 on March 23, 2006; 240,000 on March 23, 2007; 240,000 on March 23, 2008; 240,000 on March 23, 2009; and 240,000 on March 23, 2010, pursuant to individual stock option agreements each dated May 23, 2005 exercisable for a ten-year period at an exercise price of $6.56 per share.

 

Pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg have also each been granted options to purchase 600,000 shares of Common Stock, which vests as follows: 120,000 on November 11, 2006; 120,000 on November 11, 2007; 120,000 on November 11, 2008; 120,000 on November 11, 2009; and 120,000 on November 11, 2010, pursuant to individual stock option agreements each dated November 11, 2005 exercisable for a ten-year period at an exercise price of $16.87 per share.

 

The aforementioned grants reflect the effect of the stock dividend distributed on July 7, 2006.

 

 

 

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