Monster Beverage (MNST) 10-K/A risk factor changes: FY2016 vs FY2014

[removed: Amendment] [added: (Amendment] No. [removed: 1][added: 1)]

For the fiscal year ended December 31, [removed: 2014][added: 2016]

Commission File Number [removed: 0-18761][added: 001-18761]

| | (State or other jurisdiction of | [removed: |] (I.R.S. Employer |

| | incorporation or organization) | [removed: |] Identification No.) |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [added: o]

| Large accelerated filer þ | [removed: |] Accelerated filer o |

| Non-accelerated filer o | [removed: |] Smaller reporting company o |

[added: |] (Do not check if a smaller reporting company) [added: | |]

The aggregate market value of the voting and non-voting common equity held by [removed: nonaffiliates] [added: non-affiliates] of the registrant was [removed: $10,745,367,329] [added: $27,920,735,052] computed by reference to the closing sale price for such stock on the NASDAQ Global Select Market on June 30, [removed: 2014,] [added: 2016,] the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of the registrant’s common stock, $0.005 par value per share (being the only class of common stock of the registrant), outstanding on [removed: March 20, 2015] [added: April 5, 2017] was [removed: 170,155,345] [added: 567,788,360] shares.

[removed: _Explanatory Note_][added: Explanatory Note]

[removed: Except as stated herein, this] [added: This] Amendment [added: No. 1] does not reflect [added: subsequent] events occurring after the [added: original] filing [added: date] of the Original Form 10-K [removed: with the Securities and Exchange Commission on March 2, 2015 and no attempt has been made in this Amendment to] [added: or] modify or update [removed: other] [added: in any way] disclosures [removed: as presented] [added: made] in the Original Form 10-K.

[removed: Accordingly, this] [added: This] Amendment [added: No. 1] should be read in conjunction with the Original Form [removed: 10-K and with our filings with the SEC subsequent to the Original Form] 10-K.

PART [removed: III][added: IV]

10-K/A 1 a17-4132_110ka.htm 10-K/A

| | Delaware | 47-1809393 |

Portions of the registrant’s Definitive Proxy Statement to be filed subsequent to the date hereof with the Commission pursuant to Regulation 14A in connection with the registrant’s 2017 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2016.

We are filing this Amendment No. 1 (“Amendment No. 1”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2017 (the “Original Form 10-K”), to correct a typographical error in the content of Exhibit 23.1, Consent of Independent Registered Public Accounting Firm (the “Consent”).

The Consent in the Original Form 10-K incorrectly referenced the audit reports of Deloitte & Touche LLP as of February 29, 2016.

The correct date for the audit reports referenced in the Original Form 10-K is March 1, 2017.

A new consent with the correct date is filed as an exhibit attached hereto.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.

Pursuant to Rule 13a-14 under the Exchange Act, this Amendment No. 1 also contains new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

Other than this date correction to the Consent, no other changes have been made to the Original Form 10-K.

10-K/A 1 a14-25746_310ka.htm 10-K/A

(Mark One)

| | Delaware | | 39-1679918 |

| --- | --- | --- | --- |

None.

On March 2, 2015, Monster Beverage Corporation (“the Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Original Form 10-K”).

This Amendment No. 1 (this “Amendment”) amends Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K.

General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement is filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year.

The Company no longer anticipates that its definitive proxy statement involving the election of directors will be filed within 120 days after the end of the Company’s fiscal year.

Accordingly, all references to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Form 10-K are deleted by this Amendment.

Part III of the Original Form 10-K is hereby amended and restated as set forth below.

In addition, the Index to Exhibits that is incorporated by reference into Part IV, Item 15 of the Original Form 10-K is being amended and restated in its entirety by the Amendment.

Table of Contents

| [Part III](#Partiii_102528 "Click to goto ") | 4 |

| | |

| [Item 10. Directors, Executive Officers and Corporate Governance](#Item10_DirectorsExecutiveOfficers_102531 "Click to goto ") | 4 |

| [Item 11. Executive Compensation](#Item11_ExecutiveCompensation_104643 "Click to goto ") | 12 |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12_SecurityOwnershipOfCertain_130445 "Click to goto ") | 32 |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item13_CertainRelationshipsAndRel_132053 "Click to goto ") | 36 |

| [Item 14. Principal Accounting Fees and Services](#Item14_PrincipalAccountantFirmFee_132420 "Click to goto ") | 37 |

| [Signatures](#Signatures_135157 "Click to goto ") | 38 |

(a) Documents filed as part of the report:

Exhibits: The exhibits, listed on the accompanying exhibit index that is set forth after the signature page, are filed or furnished as part of this Amendment No. 1.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

| Signature | | Title | | Date |

| --- | --- | --- | --- | --- |

| MONSTER BEVERAGE CORPORATION | | | | |

| | | | | |

| | | Rodney C. Sacks | | April 13, 2017 |

| /s/ RODNEY C. SACKS | | Chairman of the Board | | |

| Rodney C. Sacks | | | | |

| | | | | |

| /s/ RODNEY C. SACKS | | Chairman of the Board of | | April 13, 2017 |

| Rodney C. Sacks | | Directors and Chief Executive Officer (principal executive officer) | | |

| | | | | |

| /s/ HILTON H. SCHLOSBERG | | Vice Chairman of the Board | | |

| Hilton H. Schlosberg | | of Directors, President, Chief Operating Officer, Chief Financial Officer and Secretary (principal financial officer, controller and principal accounting officer) | | April 13, 2017 |

INDEX TO EXHIBITS

| 23* | Consent of Independent Registered Public Accounting Firm |

| --- | --- |

| 31.1* | Certification by CEO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |

| 31.2* | Certification by CFO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |

| 32.1* | Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |

| 32.2* | Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * |

*Exhibit filed or furnished with this report.

Directors and Executive Officers

The charts below list our directors and our named executive officers, whom we refer to as our NEOs, and are followed by biographical information about them, including other public company board memberships.

Age and other information provided in each director’s biography are as of March 20, 2015.

_Directors_

| Name | | Age | | Position |

| --- | --- | --- | --- | --- |

| | | | | |

| Rodney C. Sacks1 | | 65 | | Chairman of the Board of Directors |

| Hilton H. Schlosberg1 | | 62 | | Vice Chairman of the Board of Directors |

| Mark J. Hall | | 59 | | Director |

| Benjamin M. Polk | | 64 | | Director |

| Norman C. Epstein2,3,4 | | 74 | | Director |

| Sydney Selati2,3,4 | | 76 | | Director |

| Harold C. Taber, Jr. 2,3,4 | | 75 | | Director |

| Mark S. Vidergauz 3,5 | | 61 | | Director |

1 Member of the Executive Committee of the Board of Directors.

2 Member of the Audit Committee of the Board of Directors.

3 Member of the Compensation Committee of the Board of Directors.

4 Member of the Nominating Committee of the Board of Directors.

5 Lead Independent Director.

_Named Executive Officers_

| Name | | Age | | Position |

| --- | --- | --- | --- | --- |

| | | | | |

| Rodney C. Sacks1 | | 65 | | Chief Executive Officer |

| Hilton H. Schlosberg1 | | 62 | | President, Chief Financial Officer, Chief Operating Officer and Secretary |

| Mark J. Hall | | 59 | | Chief Marketing Officer |

| Thomas J. Kelly | | 60 | | Senior Vice President Finance |

Directors

_Rodney C.

Sacks_—Chairman of the Board of Directors of the Company, Chief Executive Officer and a director of the Company from November 1990 to the present.

Member of the Executive Committee of the Board of Directors (the “Executive Committee”) since October 1992.

Chairman of the Board of Directors and a Director of Monster Energy Company (“MEC”) from June 1992 to the present.

Mr. Sacks has led the Company for over 25 years and has extensive experience in the food and beverage industry.

Mr. Sacks has detailed knowledge and valuable perspective and insights regarding our business and has responsibility for development and implementation of our business strategy.

_Hilton H.

Schlosberg_—Vice Chairman of the Board of Directors of the Company, President, Chief Operating Officer, Secretary, and a Director of the Company from November 1990 to the present.

Chief Financial Officer of the Company since July 1996.

Member of the Executive Committee since October 1992.

Vice Chairman, Secretary and a Director of MEC from July 1992 to the present.

2014 Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K.

Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis referred to above be included in this Amendment to the Original Form 10-K for the fiscal year ended December 31, 2014.

| | Compensation Committee |

| --- | --- |

| | Norman C. Epstein, Chairman |

| | Sydney Selati |

| | Harold C. Taber, Jr. |

| | Mark S. Vidergauz |

Compensation Committee Interlocks and Insider Participation

No interlocking relationships exist between any member of the Company’s Board of Directors or Compensation Committee and any member of the board of directors or compensation committee of any other company, nor has any such interlocking relationship existed in the past.

No member of the Compensation Committee, other than Mr. Taber, who served as President and Chief Executive Officer of MEC from July 1992 to June 1997, is or was formerly an officer or an employee of the Company.

Compensation Discussion and Analysis

_Compensation Philosophy_

Our executive compensation program for our NEOs, listed in the summary compensation table on the following pages, is designed to motivate our executive talent, to reward those individuals fairly over time for achieving performance goals, to retain those individuals who continue to perform at or above the levels that are deemed essential to ensure our long-term success and growth, as well as to attract individuals with the skills necessary for us to achieve our business plan.

The program is designed to reinforce ownership and overall entrepreneurialism and to link rewards to measurable corporate and qualitative individual performance.

In applying these principles we seek to integrate compensation programs with our short- and long-term strategic plans and to align the interests of our NEOs with the long-term interests of our stockholders.

The Compensation Committee evaluates risks and rewards associated with the Company’s overall compensation philosophy and structure and does not believe the program promotes excessive risk-taking.

With respect to specific elements of compensation, base salary is a fixed amount to secure executive service, the annual cash bonus opportunity is designed to incentivize and reward achievement of short-term financial and operating performance, and equity grants that vest over multi-year periods are designed to incentivize, retain and provide long-term perspective.

_Setting Executive Compensation_

The compensation programs for our NEOs are generally administered by or under the direction of the Compensation Committee (in the case of Rodney Sacks, the Chairman and Chief Executive Officer, and Hilton Schlosberg, the Vice Chairman and President) and the Executive Committee (in the case of the other NEOs).

The compensation program is reviewed annually to ensure that remuneration levels and benefits are competitive and reasonable and continue to achieve the goals set forth in our compensation philosophy.

For 2014 compensation decisions, the Compensation Committee retained the independent compensation consulting firm, Frederic W.

Cook & Co., Inc. (“FWC”), to provide competitive market data and make recommendations to the Board with respect to compensation for outside directors as well as compensation for the NEOs.

FWC reports directly to the Compensation Committee and did not perform any other services for the Company in 2014.

The Compensation Committee determined that the services provided by FWC did not raise any conflicts of interest.

The Compensation Committee considers relevant market pay practices and performance when setting executive compensation.

We do not set compensation at a targeted percentage level relative to the market, but we seek to provide salary, incentive compensation opportunities and employee benefits that are generally competitive within the consumer products industry, the food and beverage industry and within the labor markets in which we participate.

We gather market compensation and performance data to provide context, but also consider performance, as well as our recruiting and internal retention experience when making executive compensation decisions.

The Compensation Committee consulted with FWC in late 2013 to conduct a 2014 competitive market analysis using a comparison group of similarly sized, high performing U.S. food and beverage and consumer products companies.

The goal of the peer group was to identify relevant industry competitors using objective factors, which included at the time:

| · Beam, Inc · Boston Beer Co. Inc. | · The Hain Celestial Group. Inc. · The J.M. Smucker Company |

| --- | --- |

| · Brown-Forman Corporation | · Mead Johnson Nutrition Company |

| · Campbell Soup Company · Chipotle Mexican Grill, Inc. · Coca-Cola Enterprises Inc. | · Michael Kors Holdings Limited · Molson Coors Brewing Company · Nu Skin Enterprises Inc. |

| · Constellation Brands Inc. · Dr. Pepper Snapple Group, Inc. · Green Mountain Coffee Roasters, Inc. | · Snyder’s-Lance, Inc. · Under Armour, Inc. · The Whitewave Foods Company |

The peer group established for the 2014 market analysis was reviewed in January 2015 by FWC, resulting in the removal of three companies due to their acquisition or because they were outside of the objective size criteria of revenue between $1.0 billion and $11.0 billion, and a market cap between $2.5 billion and $50.0 billion.

Three larger market cap companies with well-known consumer brands were added because our market cap at the end of 2014 was the second highest of the peer group.

The peer group changes made in the January 2015 review were as follows:

· Removed Beam, Inc. due to its acquisition and Boston Beer Co. Inc. and Snyder’s-Lance, Inc. for being undersized.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the most recent practical date, March 20, 2015 (unless otherwise noted below), the beneficial ownership of the Company’s Common Stock of (a) those persons known to the Company to be the beneficial owners of more than 5% of the Company’s Common Stock; (b) each of the Company’s directors and nominees for director; (c) the Company’s named executive officers; and (d) all of the Company’s current directors and executive officers as a group.

In computing the number and percentage of shares beneficially owned by each person, we include any shares of Common Stock that could be acquired within 60 days of March 20, 2015 by the exercise of options or the vesting of restricted stock units.

Such shares, however, are not counted in computing the percentage ownership of any other person.

| Name and Address of Beneficial Owner* | | Amount and Nature of Beneficial Ownership | | Percent of Class | |

| --- | --- | --- | --- | --- | --- |

| Brandon Limited Partnership No. 1(1) | | 1,881,856 | | 1.1 | % |

| Brandon Limited Partnership No. 2(2) | | 9,815,648 | | 5.8 | % |

| Hilrod Holdings IV, L.P. | | 34,924 | | | % |

| Hilrod Holdings V, L.P. | | 71,428 | | | % |

| Hilrod Holdings VI, L.P. | | 107,900 | | | % |

| Hilrod Holdings VII, L.P. | | 40,072 | | | % |

| Hilrod Holdings VIII, L.P. | | 189,528 | | | % |

| Hilrod Holdings IX, L.P. | | 401,148 | | | % |

| Hilrod Holdings X, L.P. | | 83,306 | | | % |

| Hilrod Holdings XI, L.P. | | 168,414 | | | % |

| Hilrod Holdings XII, L.P. | | 170,356 | | | % |

| Hilrod Holdings XIII, L.P. | | 800,000 | | | % |

| Hilrod Holdings XIV, L.P. | | 2,000,000 | | 1.2 | % |

| Hilrod Holdings XV, L.P. | | 287,736 | | | % |

| Rodney C. Sacks 2008 GRAT #2 | | 30,068 | | | % |

| Rodney C. Sacks 2009 GRAT #2 | | 77,121 | | | % |

| RCS Direct 2010 GRAT | | 35,162 | | | % |

| RCS Direct 2010 GRAT #2 | | 1,612 | | | % |

| RCS Direct 2011 GRAT | | 68,438 | | | % |

| Sterling Trustees LLC(3) | | 12,258,454 | | 7.2 | % |

| FMR LLC(4) | | 17,972,636 | | 10.6 | % |

| Wellington Management Company, LLP(5) | | 11,188,295 | | 6.6 | % |

| The Vanguard Group(6) | | 11,294,453 | | 6.6 | % |

| BlackRock, Inc.(7) | | 8,553,022 | | 5.0 | % |

| Rodney C. Sacks(8) | | 18,046,833 | | 10.5 | % |

| Hilton H. Schlosberg(9) | | 18,031,481 | | 10.5 | % |

| Mark J. Hall(10) | | 381,936 | | | % |

| Thomas J. Kelly(11) | | 36,750 | | | % |

| Sydney Selati | | 15,300 | | | % |

| Norman C. Epstein(12) | | 11,198 | | | % |

| Harold C. Taber, Jr.(13) | | 58,187 | | | % |

| Benjamin M. Polk(14) | | 11,787 | | | % |

| Mark S. Vidergauz | | 18,387 | | | % |

| Officers and Directors, as a group (9 members) | | 20,559,543 | | 11.9 | % |

2014 Related Party Transactions

During 2014, we purchased promotional items from IFM Group, Inc. (“IFM”).

Rodney C.

Sacks, together with members of his family, owns approximately 27% of the issued shares in IFM.

Hilton H.

Schlosberg, together with members of his family, owns approximately 58% of the issued shares in IFM.

Expenses incurred with such company in connection with promotional materials purchased during the fiscal years ended December 31, 2014 and 2013 were $0.6 million and $1.0 million, respectively.

We continue to purchase promotional items from IFM in 2015.

Related Party Transactions in General

Each director and nominee for election as a director delivers to the Company annually a questionnaire that includes, among other things, information relating to any transactions the director or nominee, or their family members, may have with the Company, or in which the director or nominee, or such family member, has a direct or indirect material interest.

The Board, as well as its Audit Committee, reviews, approves and monitors all related party transactions.

The Audit Committee’s policies and procedures for related party transactions are not in writing, but the proceedings are documented in the minutes of the Board and/or Audit Committee meetings.

The Audit Committee will assess, among factors it deems appropriate, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

The Audit Committee is responsible for reviewing all related party transactions on a continuing basis as well as potential conflict of interest situations where appropriate.

No director will participate in any discussion or approval of a transaction for which he is a related party, except that this director will provide all material information concerning the transaction to the Audit Committee.

Director Independence

The Board has determined that Messrs.

Epstein, Taber, Selati, Vidergauz and Polk are independent directors under applicable NASDAQ Marketplace Rules and SEC regulations.

Fees of Independent Registered Public Accounting Firm for 2013 and 2014

Aggregate fees billed and unbilled to the Company for service provided for the fiscal years ended December 31, 2014 and 2013 by the Company’s independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively “Deloitte & Touche”):

| | | Year ended December 31, | | | |

| --- | --- | --- | --- | --- | --- |

| | | 2014 | | 2013 | |

| Audit Fees | | $1,303,130 | | $ 1,228,050 | |

| Tax Fees1 | | 943,319 | | 589,227 | |

| All Other Fees2 | | 130,233 | | \- | |

| Total Fees3 | | $2,376,682 | | $ 1,817,277 | |

1 Tax fees consisted of fees for tax consultation services including advisory services for a state tax analysis and domestic and international tax advice.

2 All other fees consisted of fees incurred in connection with other transactions for the Company.

3For the years ended December 31, 2014 and 2013, all of the services performed by Deloitte & Touche were approved by the Audit Committee.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the Company’s independent registered public accounting firm.

These services may include audit services, audit-related services, tax services and other services.

Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.

The Audit Committee has delegated pre-approval authority to its chairman when necessary due to timing considerations.

Any services approved by the chairman must be reported to the full Audit Committee at its next scheduled meeting.

The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with the pre-approval policies, and the fees for the services performed to date.

All services in the table above were approved by the Audit Committee.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MONSTER BEVERAGE CORPORATION

| /s/ RODNEY C. SACKS | Rodney C. Sacks | Date: April 6, 2015 |

| --- | --- | --- |

| | Chairman of the Board | |

INDEX TO EXHIBITS

The following designated exhibits, as indicated below, are either filed or furnished, as applicable herewith or have heretofore been filed or furnished with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, as indicated by footnote.

| 2.1 | Transaction Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation, New Laser Merger Corp, The Coca-Cola Company and European Refreshments, as amended (incorporated by reference from exhibit 2.1 to the Form S-4/A filed by New Laser Corporation and dated March 12, 2015, File No. 333-201839). |

| --- | --- |

| 2.2 | Asset Transfer Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation and The Coca-Cola Company Refreshments (incorporated by reference from exhibit 2.2 to our Form 8-K dated August 18, 2014). |

| 3.1 | Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to our Form 10-K dated February 29, 2012). |

| 3.2 | Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to our Form 8-K dated August 2, 2013). |

| 10.1+ | Form of Amendment to Stock Option Agreement (relating to the amendment of certain stock option agreements between Hansen Natural Corporation and its executive officers and directors) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated January 8, 2007). |

| 10.2 | Form of Indemnification Agreement (to be provided by Hansen Natural Corporation to its directors) (incorporated by reference to Exhibit 10.1 to our Form 8-K dated November 14, 2005). |

| 10.3+ | Stock Option Agreement between Hansen Natural Corporation and Harold Taber (made as of November 11, 2005) (incorporated by reference to Exhibit 10.42 to our Form 10-K dated March 15, 2006). |

| 10.4+ | Stock Option Agreement between Hansen Natural Corporation and Hilton H. Schlosberg (made as of November 11, 2005) (incorporated by reference to Exhibit 10.46 to our Form 10-K dated March 15, 2006). |

| 10.5+ | Stock Option Agreement between Hansen Natural Corporation and Rodney C. Sacks (made as of November 11, 2005) (incorporated by reference to Exhibit 10.47 to our Form 10-K dated March 15, 2006). |

| 10.6 | Single Tenant Industrial Lease, made and entered into as of October 13, 2006 by and between Watson Land Company, a California Corporation, and Hansen Beverage Company, a Delaware Corporation (incorporated by reference to exhibit 10.67 to our Form 10-K dated June 6, 2007). |

| 10.7+ | Hansen Natural Corporation 2001 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit A to our Proxy Statement dated September 25, 2007). |