SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation
Agreement and General Release (the “ Agreement
”) is entered into by Stephen Jones (“
Employee ”) and Jones Soda Co. (the “
Company ”), and will become effective on the
Effective Date specified in Section 13.
A. Employee
has been the Company’s Chief Executive Officer and a member
of the Company’s Board of Directors. Employee has resigned
his employment with the Company effective May 1, 2009 but will
continue to serve as a director on the Company’s Board of
Directors until his term expires on the date of the Company’s
2009 annual meeting of shareholders, which is currently scheduled
to be held on May 27, 2009 (the “ 2009 Annual
Meeting ”).
B. In
consideration of the mutual promises and agreements in this
Agreement, including the release of any and all claims that
Employee may claim to have against the Company, the Company wishes
to modify the terms of a certain stock option held by
Employee.
Therefore, in
consideration of the mutual promises set forth herein, Employee and
the Company enter into the following:
1.
Resignation as Employee; Expiration of Term as
Director
Employee
acknowledges and confirms his resignation from employment with the
Company effective May 1, 2009. Employee acknowledges and
agrees that he has been paid all compensation owed to him as of
May 1, 2009, and that he has been reimbursed for all
reimbursable expenses. Employee further acknowledges and confirms
that his term as a director shall expire (and he shall no longer
serve as a director) on the date of the 2009 Annual
Meeting.
2.
Post-Employment Obligations
Employee
acknowledges and reaffirms Employee’s post-employment
obligations pursuant to the Noncompetition and Nonsolicitation
Agreement and the Confidentiality Agreement, each signed by
Employee as a condition of his employment with the
Company.
3. General
Release of Claims
(a) Employee
expressly waives any claims that Employee may have against the
Company (including, for purposes of this Section 3, all
parents, affiliates, subsidiaries, officers, directors,
shareholders, managers, employees, agents, investors, and
representatives) and releases the Company from any claims, whether
known or unknown, which existed or may have existed at any time up
to the date of Employee’s execution of this Agreement,
including claims related in any way to Employee’s employment
with the Company or the ending of that relationship. This waiver
and release includes, but is not limited to, any claims for
wages,
Separation
Agreement & General Release
bonuses,
employment benefits, stock options or restricted stock, or damages
of any kind whatsoever, arising out of any common law torts,
arising out of any contracts, express or implied, any covenant of
good faith and fair dealing, express or implied, any theory of
wrongful discharge, any theory of negligence, any theory of
retaliation, any theory of discrimination or harassment in any
form, any legal restriction on the Company’s right to
terminate employees, or any federal, state, or other governmental
statute, executive order, or ordinance, including, without
limitation, Title VII of the Civil Rights Act of 1964 as amended,
the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42
U.S.C. § 1981, the Americans with Disabilities Act, the Age
Discrimination in Employment Act, the Older Workers Benefit
Protection Act, the Family and Medical Leave Act, the Employee
Retirement Income Security Act, the Washington Law Against
Discrimination, or any other legal limitation on or regulation of
the employment relationship, except as described in Paragraphs 4(d)
and 4(e) below.
(b) The
Company expressly waives any claims that the Company may have
against Employee, whether in Employee’s capacity as an
employee, officer or director of the Company or otherwise, and
releases Employee from any claims, whether known or unknown, which
existed or may have existed at any time up to the date of
Employee’s execution of this Agreement, including claims
related in any way to Employee’s employment, status or
performance as an officer, or directorship or other relationship
with the Company or the ending of such relationships. This waiver
and release includes, but is not limited to, any claims for excesss
wages, bonuses, employment benefits, stock options or restricted
stock paid or provided to Employee, and damages of any kind
whatsoever, whether arising out of any common law torts, arising
out of any contracts, express or implied, any covenant of good
faith and fair dealing, express or implied, any fiduciary duty or
obligation, express or implied, or any theory of negligence or
harassment in any form, except as described in Paragraph 4(d) and
4(e) below.
(c) It is the
intention of the parties that this Agreement is a General Release
which shall be effective as a bar to each and every claim, demand,
or cause of action released by this Agreement. Each party releasing
or waiving any claims under this Agreement (Employee or the
Company, as applicable, the “ Releasing Party
”) recognizes that it
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