bonuses, employment benefits, stockoptions or restricted stock, or damages of any kind whatsoever, arising out of any common lawtorts, arising out of any contracts, express or implied, any covenant of good faith and fairdealing, express or implied, any theory of wrongful discharge, any theory of negligence, any theoryof retaliation, any theory of discrimination or harassment in any form, any legal restriction onthe 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 of1964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, theAmericans with Disabilities Act, the Age Discrimination in Employment Act, the Older WorkersBenefit Protection Act, the Family and Medical Leave Act, the Employee Retirement Income SecurityAct, the Washington Law Against Discrimination, or any other legal limitation on or regulation ofthe 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, andreleases Employee from any claims, whether known or unknown, which existed or may have existed atany time up to the date of Employee’s execution of this Agreement, including claims related in anyway to Employee’s employment, status or performance as an officer, or directorship or otherrelationship with the Company or the ending of such relationships. This waiver and releaseincludes, but is not limited to, any claims for excesss wages, bonuses, employment benefits, stockoptions 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, anycovenant 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 inParagraph 4(d) and 4(e) below.     (c) It is the intention of the parties that this Agreement is a General Release which shall beeffective 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, asapplicable, the “***Releasing Party***”) recognizes that it may have some claim, demand, or cause ofaction against the other party of which the Releasing Party is totally unaware and unsuspecting,which the Releasing Party is giving up by execution of this Agreement. It is the intention of theReleasing Party in executing this Agreement that it will deprive it of each such claim, demand, orcause of action and prevent it from asserting it against any other party as to whom a GeneralRelease has been given.     (d) The waiver and release set forth in this Section 3 is intended to be construed as broadlyand comprehensively as applicable law permits. However, the waiver and release shall not beconstrued as waiving or releasing any claim that as a matter of law cannot be waived or released.     (e) The Releasing Party represents that it has not filed any complaints, charges or lawsuitsagainst the other party with any governmental agency or any court, and agrees that it will notinitiate any complaints or lawsuits in the future based on claims that are released and waivedhereby. However, nothing in this Agreement shall preclude either party from filing a lawsuit forthe exclusive purpose of enforcing its rights under this Agreement. In addition, Employee does notwaive Employee’s right to file a charge with the Equal EmploymentSeparation Agreement & General Release
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Opportunity Commission or othergovernment agency. However, Employee waives any right to recover monetary remedies and agrees thathe will not accept any monetary remedy as a result of any charge or legal action filed against theCompany by any such agency.     (f) The Releasing Party represents and warrants that it is the sole owner of the actual oralleged claims, rights, causes of action, and other matters which are released herein, that thesame have not been assigned, transferred, or disposed of in fact, by operation of law, or in anymanner, and that it has the full right and power to grant, execute and deliver the releases,undertakings, and agreements contained herein.**4. Stock Option**     Pursuant to its original terms, the stock option to purchase 160,000 shares of the Company’scommon stock granted to Employee under the Company’s 2002 Stock Option and Restricted Stock Plan onDecember 9, 2008 (the “***Option***”) will continue to vest until Employee no longer serves as a directoron the Company’s Board of Directors, and immediately prior to such time, the Option will becomefully vested and exercisable and shall remain exercisable until May 27, 2012. To the extent theOption is not exercised by 5:00 PM Pacific Time on May 27, 2012, the Option will expire. Except asmodified hereby, the Option will continue to be subject to its original terms.**5. No Admission of Wrongdoing**     This Agreement shall not be construed as an admission by either party of any wrongful orunlawful act or breach of contract.**6. Nondisparagement**     Each of the Compnay and the Employee agrees to refrain from making any derogatory ordisparaging comments to the press or any individual or entity regarding the other party (and, asand if applicable, its directors, officers and employees), its business or related activities, orthe relationship between the parties. This Section 6 does not apply to truthful testimony in legalor quasi-legal proceedings or as otherwise required by law.**7. Return of Property**     Employee confirms that Employee has returned to the Company all files, memoranda, records,credit cards, pagers, computers, computer files, passwords and pass keys, card keys, or relatedphysical or electronic access devices, and any and all other property received from the Company orany of its current or former employees or generated by Employee in the course of employment.**8. Severability**     The provisions of this Agreement are severable, and if any part of it is found to be unlawfulor unenforceable, the other provisions of this Agreement shall remain fully valid and enforceableto the maximum extent consistent with applicable law.Separation Agreement & General Release
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**9. Entire Agreement**     This Agreement sets forth the entire understanding and agreement between Employee and theCompany with respect to the subject matter hereof, and (except as provided in this Agreement)supersedes any prior agreements or understandings, express or implied, pertaining to the terms ofEmployee’s employment with the Company, the employment relationship and/or the termination of theemployment relationship and benefits to be provided in connection therewith. Each partyacknowledges that in executing this Agreement, such party does not rely upon any representation orstatement by the other party (or, as and if applicable, any representative of the other party)concerning the subject matter of this Agreement, except as expressly set forth in the text of theAgreement. No modification or waiver of this Agreement will be effective unless evidenced in awriting signed by both parties.**10. Binding Agreement; Successors and Assigns**     This Agreement binds the parties’ heirs, administrators, representatives, executors,successors, and assigns, and will inure to the benefit of the respective heirs, administrators,representatives, executors, successors, and assigns of any person or entity as to whom the releaseset forth in Section 3 applies.**11. Fees and Costs**     The prevailing party in any legal proceeding relating to the enforcement of this Agreementshall be entitled to recover its costs, expenses and reasonable attorneys’ fees to the extentpermissible under law.**12. Internal Revenue Code**     The Company makes no representations or warranties to Employee with respect to any tax,economic or legal consequences of this Agreement or any payments to Employee hereunder.**13. Knowing and Voluntary Agreement; Consideration and Revocation Periods**     Each party agrees that it has carefully read and fully understands all aspects of thisAgreement, including the fact that **this Agreement releases any claims that such party might haveagainst the other party, including, without limitation, claims by Employee under the federal AgeDiscrimination in Employment Act.**Each party agrees that it has not relied upon anyrepresentations or statements not set forth herein or made by the other party (or, as and ifapplicable, employees, agents or representatives of the other party). Each party agrees that ithas been advised to consult with an attorney prior to executing the Agreement, and that such partyhas either done so or knowingly waived the right to do so, and now enters into this Agreementwithout duress or coercion from any source. Employee agrees that he has been provided theopportunity to consider for twenty-one (21) days whether to enter into this Agreement, and hasvoluntarily chosen to enter into it on this date. Employee may revoke this Agreement for a periodof seven (7) days following his execution of this Agreement by providing written notice ofrevocation to Joth Ricci, Jones Soda, Inc., 234 Ninth Avenue N., Seattle, Washington 98109.Separation Agreement & General Release
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The***“Effective Date”***of this Agreement shall be the first day following the expiration of the seven (7)day period without revocation by Employee.[Remainder of page is left blank. Signature page follows.]Separation Agreement & General Release
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates indicated below.         **JONES SODA COMPANY**   **STEPHEN JONES**           By:    /s/ Michael Fleming       /s/ Stephen C. Jones     Michael Fleming               Its: Chairman of the Compensationand Governance Committee               Dated: May 6, 2009   Dated: May 8, 2009  Separation Agreement & General Release
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