HANSEN NATURAL CORP
10.18 EMPLOYMENT AGREEMENT - RODNEY C. SACKS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>rcs1018.txt
<DESCRIPTION>10.18 EMPLOYMENT AGREEMENT - RODNEY C. SACKS
<TEXT>

                              EMPLOYMENT AGREEMENT

     AGREEMENT  dated  as of  June  1,  2003,  by  and  between  HANSEN  NATURAL
CORPORATION,  a Delaware  corporation (the  "Corporation"),  and RODNEY C. SACKS
(the "Executive").

     WHEREAS,  the  Corporation  and the  Executive  are parties to that certain
Employment  Agreement  dated  as  of  January  1,  1999  (the  "1999  Employment
Agreement"); and

     WHEREAS,  the  Corporation  and the Executive  desire to terminate the 1999
Employment  Agreement  and  replace  the 1999  Employment  Agreement  with  this
Agreement;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein contained, and other good and valuable consideration, the Corporation and
the Executive agree as follows:

     1. Termination of 1999 Employment Agreement.  The 1999 Employment Agreement
is  hereby  terminated  effective  June 1,  2003 and is void and  shall  have no
further force or effect as of such date.

     2. Employment. The Corporation shall employ the Executive and the Executive
agrees to serve as an executive of the Corporation,  in such capacities and upon
such conditions as are hereinafter set forth.

     3. Definitions.

     (a) "Cause" shall mean (i) an act or acts of dishonesty or gross misconduct
on the  Executive's  part which  result or are  intended  to result in  material
damage to the  Corporation's  business or reputation  or (ii) repeated  material
violations by the Executive of his obligations under Section 5 of this Agreement
which violations are demonstrably willful and deliberate on the Executive's part
and which result in material damage to the Corporation's  business or reputation
and as to which material  violations  the Board of Directors of the  Corporation
has notified the Executive in writing.

     (b) "Constructive Termination" shall mean:

          (i) without the written  consent of the Executive,  (A) the assignment
     to the Executive of any duties inconsistent in any substantial respect with
     the Executive's position,  authority or responsibilities as contemplated by
     Section 5 of this Agreement, or (B) any other substantial adverse change in
     such position, including titles, authority or responsibilities;

          (ii)  any  failure  by  the  Corporation  to  comply  with  any of the
     provisions of this Agreement,  other than an  insubstantial  or inadvertent
     failure  remedied  by the  Corporation  promptly  after  receipt  of notice
     thereof given by the Executive;

<PAGE>

          (iii) the Corporation's requiring the Executive without his consent to
     be based at any office or  location  outside of Orange  County,  California
     except for travel reasonably required in the performance of the Executive's
     responsibilities; or

          (iv) any  failure  by the  Corporation  to obtain the  assumption  and
     agreement to perform  this  Agreement  by a successor  as  contemplated  by
     Section 13(b), provided that the successor has had actual written notice of
     the existence of this  Agreement and its terms and an opportunity to assume
     the Corporation's  responsibilities under this Agreement during a period of
     10 business days after receipt of such notice.

     4.  Employment  Period.  The  "Employment   Period"  shall  be  the  period
commencing  June 1, 2003, and ending on December 31, 2008,  subject to extension
or  termination  as  hereinafter  provided.  On December 31,  2008,  and on each
December 31 thereafter, the Employment Period shall be automatically extended by
one additional  year unless prior to June 30, 2008, or any  subsequent  June 30,
the Corporation shall deliver to the Executive or the Executive shall deliver to
the Corporation  written notice that the Employment  Period will not be extended
(a "Non-Renewal  Notice"),  in which case the Employment  Period will end at its
then  scheduled  expiration  date and shall not be  further  extended  except by
written agreement of the Corporation and the Executive.

     5. Position and Duties.

     (a) No Reduction in Position. During the Employment Period, the Executive's
position (including titles), authority and responsibilities (including,  without
limitation,   reporting  authority  and   responsibility)   shall  be  at  least
commensurate with the position of Chairman of the Board of Directors and CEO. It
is understood that, for purposes of this Agreement, such position, authority and
responsibilities  shall not be regarded as not commensurate  merely by virtue of
the fact that a successor  shall have acquired all or  substantially  all of the
business  and/or assets of the  Corporation as  contemplated by Section 13(b) of
this  Agreement,  provided that the Executive  shall continue to have a position
and authority and responsibilities  with respect to such successor or affiliated
company substantially corresponding to that of the Executive with respect to the
Corporation  prior  to such  acquisition.  As used in this  Agreement,  the term
"affiliated  company"  means any company  controlling,  controlled  by, or under
common control with the Corporation. During the Employment Period, the Executive
also agrees to serve without additional compensation as Chairman of the Board of
Directors of Hansen Beverage Company  ("HBC"),  the  Corporation's  wholly-owned
subsidiary.

     (b) Business Time.  During the Employment  Period,  the Executive agrees to
devote his full business time during normal  business  hours to the business and
affairs of the Corporation and to use his best efforts to perform faithfully and
efficiently  the  responsibilities  assigned  to him  hereunder,  to the  extent
necessary to discharge such responsibilities.

     6. Compensation.

                                       2
<PAGE>

     (a) Base Salary.  During the Employment Period, the Executive shall receive
a  base  salary  (the  "Base  Salary"),  payable  bi-weekly  or  in  such  other
installments  as may be agreed  upon,  at an  annual  rate of  $230,000  for the
7-month period ending  December 31, 2003,  and $245,000 for the 12-month  period
ending  December 31, 2004, and increasing by a minimum of 5% for each subsequent
12-month period during the Employment  Period.  The Corporation shall review the
Base Salary  annually and in light of such review may, in the  discretion of the
Board of Directors  of the  Corporation  increase  (but not  decrease)  the Base
Salary by more than the minimum 5% per annum  increase  taking into  account any
change in the Executive's  responsibilities,  increases in compensation of other
executives  with comparable  responsibilities,  performance of the Executive and
other pertinent factors, and such adjusted Base Salary shall then constitute the
"Base Salary" for purposes of this Agreement.

     (b) Bonus.  In addition to the Base Salary,  the Executive may be granted a
bonus  ("Bonus"),  payable at such times,  and in such amounts,  as may be fixed
from time to time at the discretion of the Board of Directors.

     (c) Incentive and Savings Plans; Retirement and Life Insurance Programs. In
addition to the Base Salary and Bonus payable as  hereinabove  provided,  during
the  Employment  Period,  the Executive  shall be entitled to participate in all
incentive and savings plans and programs, including stock option plans and other
equity-based  compensation plans, and in all retirement and life insurance plans
which the  Corporation  may from time to time make  available  to the  Executive
and/or any other executives of the Corporation or any affiliated company.

     (d) Benefit Plans. During the Employment Period, the Executive,  his spouse
or  domestic  partner  and the  members of his  immediate  family (to the extent
permitted  by, the  applicable  plan),  as the case may be, shall be entitled to
participate in or be covered under all medical, dental, disability,  group life,
accidental  death  and  travel  accident  insurance  plans and  programs  of the
Corporation  and its  affiliated  companies  (at the  most  favorable  level  of
participation and providing  highest levels of benefits  available to him) as in
effect (i) on the date hereof or (ii) if more favorable to the Executive,  as in
effect at any time thereafter with respect to the Executive or other  executives
with  comparable  responsibilities.  To the extent  member's of the  Executive's
immediate  family or his domestic partner are not entitled to coverage under any
of the  Corporation's  benefit plans, the Corporation  shall obtain coverage for
any such family members on an individual basis.

     (e) Club Memberships.  During the Employment  Period, the Corporation shall
pay all initial and annual fees and all other  reasonable  expenses  relating to
membership  in up to two (2)  business  or social  clubs to be  selected  by the
Executive in his sole discretion.

     (f) Automobile. During the Employment Period, the Corporation shall pay all
costs and expenses  relating to the purchase or lease, use, and maintenance of a
luxury automobile to be dedicated to the sole use of the Executive.

     (g) Expenses. During the Employment Period, the Executive shall be entitled
to receive prompt  reimbursement  for all reasonable  travel,  entertainment and
other expenses  incurred by the Executive in connection  with the performance of
his duties  hereunder in  accordance  with such  policies and  procedures as the
Corporation may from time to time establish.

                                       3
<PAGE>

     (h)  Vacation  and Fringe  Benefits.  During  the  Employment  Period,  the
Executive  shall be entitled to paid  vacation  consisting of four (4) weeks per
year  to be  taken  at such  times  selected  by the  Executive  and  reasonably
acceptable  to the  Corporation,  such  vacation  to accrue  ratably  during the
Employment  Period;  such other paid holidays as may be accorded to employees of
the  Corporation  as well as up to ten (10)  paid  personal  days per year to be
taken at such times as may be selected by the Executive.

     (i) Stock Options.  Simultaneously with the execution of this Agreement the
Corporation  shall  grant to the  Executive  options to  purchase  up to 150,000
shares of the Corporation's common stock, par value $.005 per share, pursuant to
the terms of a Stock Option Agreement in the form of Exhibit A hereto.

     7. Termination.


     (a) Death or Disability.  This Agreement shall terminate automatically upon
the Executive's  death.  The  Corporation  may terminate this  Agreement,  after
having  established  the  Executive's  Disability,  by giving  to the  Executive
written notice of its intention to terminate his employment,  and his employment
with the Corporation shall terminate  effective on the 90th day after receipt of
such notice if, within 90 days after such receipt,  the Executive  shall fail to
return to full-time  performance of his duties.  For purposes of this Agreement,
"Disability"  means disability which would entitle the Executive to receive full
long-term disability benefits under the Corporation's long-term disability plan,
or if no such plan shall then be in effect, any physical or mental disability or
incapacity  which  renders the Executive  incapable of  performing  the services
required of him in accordance with his obligations  under Section 5 hereof for a
period of more than 120 days in the aggregate  during any 12-month period during
the Employment Period.


     (b) Voluntary  Termination.  Notwithstanding  anything in this agreement to
the contrary,  the Executive  may, upon not less than 90 days' written notice to
the Corporation,  voluntarily terminate employment for any reason, provided that
any  termination  by the  Executive  pursuant  to  Section  7(d) on  account  of
Constructive  Termination shall not be treated as a voluntary  termination under
this Section 7(b).

     (c) Cause.  The Corporation  may terminate the  Executive's  employment for
Cause.

     (d)  Constructive  Termination.  The Executive may terminate his employment
for Constructive Termination.

     (e) Notice of  Termination.  Any termination by the Company for Cause or by
the Executive for  Constructive  Termination  shall be communicated by Notice of
Termination  to the other party hereto given in accordance  with Section  14(c).
For purposes of this Agreement, a "Notice of Termination" means a written notice
given,  in the case of a termination  for Cause,  within 30 business days of the
Corporation's  having  actual  knowledge  of the  events  giving  rise  to  such
termination,  and in the case of a  termination  for  Constructive  Termination,
within 90 days of the Executive's  having actual  knowledge of the events giving
rise to such  termination,  and which (i)  indicates  the  specific  termination
provision in this Agreement  relied upon,  (ii) sets forth in reasonable  detail
the facts and  circumstances  claimed to provide a basis for  termination of the
Executive's  employment  under  the  provision  so  indicated,  and (iii) if the
termination date is other than the date of receipt of such notice, specifies the
termination  date of this  Agreement  (which date shall be not more than 15 days
after the giving of such  notice).  The failure by the Executive to set forth in
the  Notice of  Termination  any fact or  circumstance  which  contributes  to a
showing of Constructive  Termination  shall not waive any right of the Executive
hereunder or preclude the Executive from asserting such fact or  circumstance in
enforcing his rights hereunder.

                                       4
<PAGE>

     (f) Date of Termination.  For the purpose of this Agreement, the term "Date
of  Termination"  means (i) in the case of a  termination  for which a Notice of
Termination is required,  the date of receipt of such Notice of Termination  or,
if later, the date specified  therein,  as the case may be and (ii) in all other
cases, the actual date on which the Executive's employment terminates during the
Employment Period.

     8.  Obligations of the Corporation  upon  Termination.  Upon termination of
this Agreement the Corporation shall have the following obligations:

     (a)  Death.  If  the  Executive's   employment  is  terminated  during  the
Employment Period by reason of the Executive's  death, the Corporation shall (i)
continue to pay to the Executive's  legal  representatives  the Executive's full
Base Salary for a period of one year from the Date of Termination,  (ii) provide
the  Executive's  family members with the benefits  provided under Sections 6(d)
and 6(f) for a period of one year from the Date of Termination, (iii) pay to the
Executive's legal  representatives  any compensation  previously deferred by the
Executive and not yet paid by the Corporation  and any accrued  vacation pay not
yet  paid  by  the   Corporation   and  (iv)  pay  to  the   Executive's   legal
representatives   any  other  amounts  or  benefits  owing  to  the  Executive's
beneficiaries  under the then applicable  employee  benefit plans or policies of
the  Corporation   (such  amounts  specified  in  clauses  (iii)  and  (iv)  are
hereinafter referred to as "Accrued Obligations").

     (b) Disability.  If the  Executive's  employment is terminated by reason of
the Executive's  Disability,  the  Corporation  shall (i) continue to pay to the
Executive  his  full  Base  Salary  for a period  of one  year  from the Date of
Termination, (ii) provide the Executive and his family members with the benefits
provided  under Sections 6(d) and 6(f) for a period of one year from the Date of
Termination, and (iii) pay to the Executive the Accrued Obligations.

     (c) Cause and Voluntary Termination.  If, during the Employment Period, the
Executive's  employment shall be terminated for Cause or voluntarily  terminated
by the  Executive  (other  than on account  of  Constructive  Termination),  the
Corporation  shall pay the  Executive  all Base Salary and benefits to which the
Executive is entitled  pursuant to Section 6 through the Date of Termination and
the  Accrued  Obligations.  Unless  otherwise  directed  by the  Executive,  the
Executive  shall  be paid  all such  Accrued  Obligations  in a lump sum in cash
within 30 days of the Date of  Termination  and the  Corporation  shall  have no
further obligations to the Executive under this Agreement.

                                       5

<PAGE>

     (d)  Termination  by  Corporation  other than for Cause or  Disability  and
Termination  by the  Executive  for  Constructive  Termination.  If,  during the
Employment  Period, the Corporation gives a Non-Renewal Notice or terminates the
Executive's  employment  other than for Cause or  Disability,  or the  Executive
terminates his employment for Constructive  Termination,  the Corporation  shall
pay or provide to the Executive the following:

          (i) Cash Payment. First, the Corporation shall pay to the Executive in
     a lump  sum in cash  within  15 days  after  the  Date of  Termination  the
     aggregate of the following amounts:

               (A) if not theretofore  paid, the Executive's Base Salary through
          the date of  Termination  (plus,  in the case of  termination  without
          Cause,  two  weeks of Base  Salary in lieu of  notice)  at the rate in
          effect on the Date of Termination;

               (B) a cash  amount  equal to any  amounts  described  in  Section
          8(a)(iv); and

               (C) the  present  value of the  Executive's  Base  Salary for the
          period through  December 31, 2008, or through the date which is twelve
          months from the Date of Termination,  whichever  period is longer,  at
          the rate in  effect  on the  Date of  Termination,  discounted  at the
          interest rate payable on one year Treasury  Bills in effect on the day
          that is 30 business days prior to the Date of Termination,  as if paid
          monthly from the Date of Termination in arrears.

          (ii) Benefits  Continuation.  Second,  for the period from the Date of
     Termination  to  December  31,  2008,  or through  the date which is twelve
     months  from the Date of  Termination,  whichever  period  is  longer,  the
     Corporation shall provide to the Executive,  his spouse or domestic partner
     and  members of his  immediate  family,  as the case may be,  the  benefits
     described in Section  6(d) on the same terms as described in Section  6(d),
     and for the  automobile  provided under Section 6(f). All rights under this
     Section 8(d)(ii) shall cease immediately upon the Executive's  violation of
     Section 12(b).

          (iii) Deferred Payment. Third, the Corporation shall pay the Executive
     any amounts payable under Section  8(a)(iii) on the terms and conditions of
     the applicable plan or policy.

          (iv)   Discharge  of   Corporation's   Obligations.   Subject  to  the
     performance of its  obligations  under this Section 8(d),  the  Corporation
     shall have no further  obligations to the Executive under this Agreement in
     respect of any termination by the Executive for Constructive Termination or
     by the Corporation other than for Cause or Disability, except to the extent
     expressly provided under Sections 11 or 13 hereof or under any of the plans
     referred to in Sections 6(c) or 6(d) hereof.

                                       6

<PAGE>

     9.  Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit,  bonus,
incentive  or other plan or program  provided by the  Corporation  or any of its
affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise  prejudice such rights as the Executive may have under
any other  agreements with the  Corporation or any of its affiliated  companies,
including,  but not limited to, stock  option or  restricted  stock  agreements.
Amounts which are vested  benefits or which the Executive is otherwise  entitled
to receive under any plan or program of the Corporation or any of its affiliated
companies  at or  subsequent  to the Date of  Termination  shall be  payable  in
accordance with such plan or program.

     10. Full Settlement. Except as provided in Sections 8(d)(ii) and 12(b), the
Corporation's obligation to make the payments provided for in this Agreement and
otherwise  to perform  its  obligations  hereunder  shall not be affected by any
circumstances,   including,  without  limitation,  any  set-off,   counterclaim,
recoupment,  defense or other right which the  Corporation  may have against the
Executive  or  others  whether  by reason of the  subsequent  employment  of the
Executive  or  otherwise.  In no event shall the  Executive be obligated to seek
other  employment by way of  mitigation of the amounts  payable to the Executive
under any of the provisions of this  Agreement.  In the event that the Executive
shall in good faith give a Notice of Termination  for  Constructive  Termination
and it shall thereafter be determined that Constructive Termination did not take
place,  the employment of the Executive  shall,  unless the  Corporation and the
Executive shall otherwise  mutually agree, be deemed to have terminated,  at the
date of giving such purported  Notice of  Termination,  by mutual consent of the
Corporation  and the  Executive  and,  except as provided in the last  preceding
sentence,  the  Executive  shall be entitled to receive only those  payments and
benefits  which he would  have  been  entitled  to  receive  at such date had he
terminated his employment voluntarily at such date under this Agreement.

     11.  Legal  Fees and  Expenses.  In the event  that a claim or  payment  or
benefits  under  this  Agreement  is  disputed,  the  Corporation  shall pay all
reasonable attorney fees and expenses incurred by the Executive in pursuing such
claim, provided that Executive is successful as to at least part of the disputed
claim by reason of arbitration (as set forth in Section 14(g)) or settlement.

     12. Special Obligations of the Executive.

     (a)  Confidential  Information.  The  Executive  shall hold in a  fiduciary
capacity  for  the  benefit  of  the  Corporation  all  secret  or  confidential
information,  knowledge  or  data  relating  to  the  Corporation  or any of its
affiliated  companies,  and their  respective  businesses,  (i)  obtained by the
Executive  during his  employment by the  Corporation  or any of its  affiliated
companies and (ii) not otherwise  public  knowledge  (other than by reason of an
unauthorized  act by  the  Executive).  After  termination  of  the  Executive's
employment  with the  Corporation,  the  Executive  shall not  without the prior
written consent of the Corporation,  unless compelled  pursuant to an order of a
court or other body having jurisdiction over such matter, communicate or divulge
any such information, knowledge or data to anyone other than the Corporation and
those  designated  by  it.  In no  event  shall  an  asserted  violation  of the
provisions of this Section 12(a) constitute a basis for deferring or withholding
any amounts otherwise payable to the Executive under this Agreement.

                                       7

<PAGE>

     (b) Noncompetition.  In order for the Corporation to reasonably protect its
interests against the competitive use of any confidential information, knowledge
or  relationships  concerning the business of the Corporation and its affiliated
companies to which the Executive has access because of the special nature of his
employment,  the  Executive  shall not  during the  Employment  Period and for a
period of six  months  thereafter,  directly  or  indirectly,  by  ownership  of
securities or otherwise,  engage in any business  organization  whose activities
are competitive in any state of the United States or in any foreign country with
activities in which the Corporation and/or its affiliated  companies are engaged
in such state or country,  or become  associated  with or render services to any
person,  business or enterprise so engaged. Mere ownership as an investor of not
more than 5% of the  securities of a corporation  or other  business  enterprise
shall not be deemed an association with such corporation or enterprise.

     13. Successors.


     (a) This  Agreement  is personal to the  Executive  and,  without the prior
written  consent of the  Corporation,  shall not be  assignable by the Executive
otherwise than by will or the laws of descent and  distribution.  This Agreement
shall  inure to the  benefit  of and be  enforceable  by the  Executive's  legal
representatives.

     (b) This  Agreement  shall inure to the benefit of and be binding  upon the
Corporation and its successors.  The Corporation  shall require any successor to
all or  substantially  all of the  business  and/or  assets of the  Corporation,
whether direct or indirect, by purchase, merger,  consolidation,  acquisition of
stock, or otherwise,  by an agreement in form and substance  satisfactory to the
Executive,  expressly to assume and agree to perform this  Agreement in the same
manner and to the same extent as the Corporation would be required to perform if
no such succession had taken place. For purposes of this Section 13(b), the term
"Corporation" shall include the Corporation and HBC.

     14. Miscellaneous.


     (a) Applicable  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of California,  applied without  reference
to principles of conflict of laws.

     (b)  Amendments.  This  Agreement may not be amended or modified  otherwise
than by a written  agreement  executed by the parties hereto or their respective
successors and legal representatives.

     (c) Notices.  All notices and other  communications  hereunder  shall be in
writing and shall be given by  hand-delivery to the other party or by registered
or certified  mail,  return receipt  requested,  postage  prepaid,  addressed as
follows:

                                       8

<PAGE>

        If to the Executive:

        14 Vienne
        Irvine, California  92606

        If to the Corporation:

        Hansen Natural Corporation
        1010 Railroad Street
        Corona, CA  92882
        Attention:  Board of Directors

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually received by the addressee.

     (d) Tax Withholding.  The Corporation may withhold from any amounts payable
under this Agreement such federal,  state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

     (e) Severability.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     (f) Captions. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect.

     (g)  Arbitration.  Except with respect to the rights of the  Corporation to
apply to a court of law or  equity  for  equitable  relief  in the  event of the
breach  by the  Executive  of  any  of the  provisions  of  Section  12 of  this
Agreement, any controversy or claim arising out of or relating to this Agreement
or its termination  shall be settled by arbitration in accordance with the rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction  thereof.  Any
such  arbitration  shall take place in Los Angeles,  California or at such other
location as may be agreed by the parties.

     (h)  Entire  Agreement.  This  Agreement  (including  the  exhibit  hereto)
contains  the entire  agreement  between the parties with respect to the subject
matter  hereof,  supersedes  the 1999  Employment  Agreement  and  there  are no
agreements,  understandings,  representations  or warranties between the parties
other than those set forth or referred to herein.

                                       9

<PAGE>

     IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set his  hand and the
Corporation  has caused this Agreement to be executed in its name on its behalf,
all as of the day and year first above written.


                                        HANSEN NATURAL CORPORATION


                                        By: /s/ Hilton H. Schlosberg
                                            _______________________________
                                        Title:  President



                                        EXECUTIVE:

                                        /s/ Rodney C. Sacks
                                        __________________________________
                                        Rodney C. Sacks

                                       10

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