JONES SODA CO. ? RESTRICTED STOCK PURCHASE AGREEMENT

Exhibit 10.1

JONES SODA CO.

— RESTRICTED STOCK PURCHASE AGREEMENT —

No.             

This Restricted Stock Purchase Agreement (“Agreement”) is made and entered into as of the date of award set forth below (“Date of Award”) by and between Jones Soda Co., a Washington corporation (“Company”), and the participant named below (“Participant”). Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Company’s 2002 Stock Option and Restricted Stock Plan (“Plan”). A copy of the Plan has been provided to Participant.

1. Purchase and Sale of the Shares . Subject to the terms and conditions of this Agreement, the Company agrees to sell to Participant and Participant agrees to purchase from the Company at the Closing (as defined below) the total number of shares of Common Stock of the Company set forth above (“Shares”) at the purchase price per share set forth above (“Purchase Price”). All references to the number of Shares and the Purchase Price of the Shares in this Agreement shall be adjusted to reflect any stock split, stock dividend or other similar change in the Shares which may be made after the date of this Agreement.

2. Closing .

(a) The purchase and sale of the Shares shall occur at a closing (the “Closing”) to be held on the date first set forth above, or at any other time mutually agreed upon by the Company and Participant. The Closing will take place at the principal office of the Company or at such other place as shall be designated by the Company. At the Closing, Participant shall deliver the aggregate Purchase Price set forth above to the Company by cash or personal or cashiers’ check payable to the Company, and the Company will issue, as promptly thereafter as practicable, a stock certificate, registered in the name of the Participant, reflecting the Shares. Notwithstanding the foregoing, Participant may not purchase any Shares under this Award unless such sale and issuance complies with all relevant provisions of applicable laws and regulations and the requirements of any stock exchange upon which the Company common stock is then listed.

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(b) In addition, at Closing Participant shall execute and deliver to the Company (i) two copies of the Assignment Separate From Certificate (with the date and the number of Shares left blank) substantially in the form attached to this Agreement as Exhibit A and (ii) one copy of the Joint Escrow Instructions substantially in the form attached to this Agreement as Exhibit B .

3. Repurchase Option .

(a) In the event the Participant ceases to be an employee, consultant or director of the Company (each, a “Service Provider”) for any or no reason, including without limitation, by reason of Participant’s death, Disability, resignation or involuntary termination, with or without Cause, the Company shall upon the date of such termination (as reasonably fixed and determined by the Company) have the right, but not the obligation (the “Repurchase Option”), for a period of 90 days from such date (or such longer period as may be agreed to by Participant and the Company), to repurchase any Shares which have not yet vested as of the termination date. In addition, in the event Participant is terminated for Cause, the Company shall have a Repurchase Option for a period of 90 days from the date of termination (or such longer period as may be agreed to by Participant and the Company), to repurchase all Shares, both vested and unvested. The Shares to which the Repurchase Option relates pursuant to this Section 3(a) shall be referred to as the “Subject Shares”.

(b) The Company may exercise its Repurchase Option and repurchase all or any of the Subject Shares at a price per share equal to the Purchase Price (the “Repurchase Price”). The Repurchase Option shall be exercised by the Company by delivering written notice to the Participant or, in the event of the Participant’s death or disability, Participant’s executor, which shall identify the number of Subject Shares to be repurchased and shall notify Participant of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option. The Company shall be entitled to pay for any Subject Shares repurchased pursuant to its Repurchase Option at the Company’s option by check or by offset against any indebtedness owing to the Company by Participant, or by a combination of both. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Subject Shares being repurchased shall be cancelled and shall return to the Company’s authorized but unissued capital stock, and all rights and interests therein or relating thereto shall be terminated.

(b) The Company in its sole discretion may designate and assign one or more employees, officers, directors, stockholders, affiliates, successors or assigns of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option to purchase all or a part of the Subject Shares.

4. Vesting; Release of Shares From Repurchase Option . So long as Participant’s continuous status as a Service Provider has not yet terminated in each such instance, the Shares will vest and be released from the Repurchase Option in equal installments every six months over a period of 42 months from the Vesting Commencement Date.

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5. Acceleration of Vesting upon Corporate Transaction . In the event of a Corporate Transaction (as defined in the Plan), unless otherwise determined by the Board or Committee at the time of grant or by amendment (with the Participant’s consent) all outstanding Shares shall become fully vested and released from the Repurchase Option.

6. Investment Representations . In connection with the purchase of the Common Stock, Participant represents to the Company the following:

(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Participant is acquiring the Shares for investment for his / her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act.

(b) Participant can properly evaluate the merits and risks of an investment in the Shares and can protect his / her own interests in this regard, whether by reason of his / her own business and financial expertise, the business and financial expertise of his / her professional advisors, or his / her preexisting business or personal relationship with the Company or any of its officers, directors or controlling persons. Participant realizes that the purchase of the Shares involves a high degree of risk, and that the Company’s future prospects are uncertain. Participant is able to hold the Shares indefinitely if required, and is able to bear the loss of his / her entire investment in the Shares.

(c) Participant acknowledges that unless and until the Company files a registration statement under the Securities Act with respect to the Shares, the Shares are “restricted securities” and the Shares may not be resold unless such proposed resale is registered or pursuant to an available exemption under the Securities Act. The Company is under no obligation to register the Shares or any subsequent proposed resale of the shares. The certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless such transfer is registered or such registration is not required in the opinion of counsel for the Company.

7. Restrictions on Transfer .

(a) Restrictive Legends. Participant understands and agrees that the Company shall cause the legends set forth below, or substantially equivalent legends, to be placed upon any certificate(s) evidencing ownership of the Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE OPTION HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

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(b) Stop-Transfer Notices . Participant agrees that to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent.

(c) Refusal to Transfer . The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to Participant or other transferee to whom such Shares shall have been so transferred.

(d) Unvested Shares . Notwithstanding anything to the contrary in this Agreement, neither any Unvested Shares nor any beneficial interest in such Unvested Shares shall be sold, gifted, transferred, encumbered or otherwise disposed of in any way (whether by operation of law or otherwise) by the Participant.

8. Escrow . As security for the faithful performance of this Agreement, Participant agrees to deliver, immediately upon receipt of the certificate(s) evidencing the Shares, and authorizes and directs the Company to cause the stock certificates evidencing the Shares to be delivered, to the Secretary of the Company or its designee (the “Escrow Agent”). These documents shall be held by the Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Participant set forth in Exhibit B to this Agreement, which instructions are incorporated into this Agreement by this reference, and which instructions shall also be delivered to the Escrow Agent after the Closing Date.

9. Rights as Shareholder . Subject to the provisions of this Agreement, Participant shall exercise all rights and privileges of a shareholder of the Company with respect to the Shares from and after the date that Participant delivers a fully executed copy of this Agreement (including all exhibits and attachments hereto) and full payment for the Shares to the Company, including the right to vote the Shares, even if some or all of the Shares have not yet vested and been released from the Company’s Repurchase Option. From the date of the Company’s exercise of its Repurchase Option, Participant shall have no further rights as a holder of the Subject Shares repurchased by the Company, other than the right to receive payment for the Subject Shares so repurchased in accordance with the provisions of this Agreement.

10. Tax Consequences . Participant has reviewed with his / her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement. Participant understands that Code Section 83 taxes as ordinary income the difference betwe