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Exhibit
10.3
SEPARATION AGREEMENT AND
RELEASE
(Peter
Burns)
This separation agreement
(the “Agreement”) is made effective this 13th day of
February, 2008, by and between Jones Soda Co.
(“EMPLOYER”) and Peter Burns
(“EMPLOYEE”).
In consideration of the mutual promises
contained in this Agreement, EMPLOYER and EMPLOYEE agree as
follows:
1. EMPLOYEE’s
employment with EMPLOYER will terminate effective March 31,
2008 (“Separation Date”). The termination will be
without cause. On the Separation Date, the EMPLOYER will pay to the
EMPLOYEE all accrued compensation earned through the Separation
Date and all accrued but unused PTO (18 days), less applicable
withholdings.
2. As a severance payment,
EMPLOYER will continue to pay EMPLOYEE, at the latter’s
present rate of compensation (i.e., a gross amount of $18,750.00
per month) for the time period of April 1, 2008 to
December 31, 2008 (the “Severance Period”), less
applicable withholdings (the “Severance
Amount.”).
a. The Severance Amount will
be paid in accordance with EMPLOYER’s payroll schedule during
the Severance Period. Payment will be by check made payable to
EMPLOYEE and sent to EMPLOYEE’s last-known
address.
b. EMPLOYER does not agree to
pay for EMPLOYEE’S car allowance or mobile phone during the
Severance Period. Such benefits are excluded from this
Agreement.
c. EMPLOYER’s
obligation to pay the Severance Amount is in lieu of, and replaces,
any obligation to pay severance under the employment agreement
between the parties dated March 20, 2007.
3. During the Severance
Period, EMPLOYER will pay for EMPLOYEE’S COBRA benefits.
These payments will be treated as taxable income and will not be
grossed up. Health benefits will be based on the prevailing health
plan of EMPLOYER.
4. On March 31, 2008,
EMPLOYER will pay EMPLOYEE a bonus in the amount of $112,500.00,
less applicable withholdings.
5. EMPLOYEE acknowledges that
this Agreement includes compensation and benefits he would not
otherwise be entitled to receive under his employment agreement or
any existing employee benefit plans provided by
EMPLOYEE.
6. EMPLOYEE must submit any
and all outstanding expense reports by March 31, 2008. All
such reports must comply with EMPLOYER’s expense policy for
reimbursement to issue.
7. The parties will issue a
joint press release regarding this termination on March 31,
2008.
8. EMPLOYEE accepts the
benefits contained in this Agreement in full satisfaction of all
his rights and interests relating to his employment with EMPLOYER
and, in consideration therefore, EMPLOYEE hereby releases EMPLOYER,
its affiliates and subdivisions, successors, past and present
officers, directors, agents, and employees from all claims (other
than claims for the payments provided for under this Agreement),
causes of action or liabilities, suspected or unsuspected and
irrespective of any present lack of knowledge of any possible claim
or of any fact or circumstance pertaining thereto, which EMPLOYEE
may have or claim to have against EMPLOYER arising from or during
his employment or as a result of his separation from employment,
including, but not limited to, workers’ compensation claims,
claims of discrimination based on age (including claims under the
federal Age Discrimination in Employment Law), race, color,
national origin, sex, marital status, sexual orientation, physical
or mental disability under any federal, state, or local law, rule,
or regulation; claims under state or federal law governing the
payment of wages; and claims under any express or implied contract.
EMPLOYEE hereby covenants not to assert any such claims or causes
of action. This release applies to all claims which arose up to the
date of this Agreement. Excluded from this Release are any claims
which cannot by law be released and any claims related to the
enforcement of the terms of this Agreement.
9. EMPLOYEE represents that
he has read, considered, and fully understands this Agreement and
all its terms, and executes it freely and voluntarily.
10. EMPLOYEE acknowledges
that:
(a) Pursuant to applicable
law, he has been offered the opportunity to review a co
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