Exhibit
10.1


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


This
Amended and Restated Employment Agreement (the “Agreement”) is dated June 24, 2020, by and between Reed’s,
Inc., a Delaware corporation (“Reed’s” or the “Company”), and Norman E. Snyder, Jr.
(the “Executive”). This Agreement amends, replaces and supersedes in its entirety that certain employment agreement
by and between Executive and the Company dated September 30, 2019 (“Original Agreement”).


 


WHEREAS,
Executive was promoted by the board of directors of Reed’s to Chief Executive Officer of the Company effective March 1,
2020 (“Effective Date”); and


 


WHEREAS,
Reed’s and the Executive desire to enter amend and restate the Original Agreement to evidence the amended terms of the employment
of the Executive by Reed’s for his service in his new position of Chief Executive Officer.


 


NOW,
THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


Section
1 Employment. Reed’s hereby employs the Executive and the Executive hereby accepts such employment, in accordance
with the terms and conditions set forth in this Agreement. By executing this Agreement, Executive represents and warrants to Reed’s
that (i) the Executive is entering into this Agreement voluntarily and that his employment hereunder and compliance with the terms
and conditions hereof will not conflict with or result in the breach by him of any agreement to which he is a party or by which
he may be bound; (ii) the Executive has not violated, and in connection with his employment with Reed’s will not violate,
any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which he is bound; and (iii)
in connection with his employment with Reed’s, the Executive will not use any confidential or proprietary information he
may have obtained in connection with employment with any prior employer.


 


Section
2 Initial Term; Renewal Terms; Notice of Non-Renewal. The initial term of this Agreement shall be for a period
of three (3) years (the “Term”), beginning on the Effective Date and ending on the third anniversary of the
Effective Date or, if earlier, termination in accordance with Section 6 below. On the third anniversary of the Effective Date
(the “Renewal Date”), the term of this Agreement shall automatically extend for an additional period of one
(1) year, unless Executive’s employment has earlier terminated or either party hereto has given the other party written
notice of non-renewal at least three (3) months prior to the Renewal Date. The first three (3)-year period of the term of this
Agreement shall be the “Initial Term” and the one (1)-year period commencing on the first Renewal Date shall
be the “Renewal Term.” The Initial Term and Renewal Term are collectively referred to herein as the “Term.”


 


Section
3 Position. The Executive will be employed as the Chief Executive Officer (“CEO”) of Reed’s
and will report to the board of directors of Reed’s (“Board”). The Executive will have the duties and
responsibilities customarily attendant to the position of CEO. The Board has appointed Employee to serve on the Board and will
nominate Employee as part of slate of directors to be elected by the shareholders of the Company annually at the annual meeting
of shareholders each year during the Term. Executive will also have such other duties and responsibilities that are commensurate
with his position as specifically delegated to him from time to time by the Board. Executive shall be subject to the Bylaws, policies,
practices, procedures and rules of the Company, currently existing and as may be modified from time to time, including those policies
and procedures set forth in the Company’s Code of Conduct and Ethics. Executive’s principal office, and principal
place of employment, shall be at the Company’s offices, currently in Norwalk, Connecticut, provided that Executive may be
required under business circumstances to travel outside the location of his principal employment in connection with performing
his duties under this Agreement.


 




    	 



     


    

 


Section
4 Restrictive Covenants; Representations.


 


4.1
Loyal Performance. During the Executive’s employment with Reed’s, the Executive will devote his full business
time and attention to the performance of his duties as CEO and will perform his duties and carry out his responsibilities as CEO
in a diligent and businesslike manner. Nothing in this Section 4.1, however, will prevent the Executive from engaging in additional
activities in connection with personal investments or from serving in a non-management capacity with any for profit or not for
profit organization that does not conflict with his duties under this Agreement, provided that the Executive shall give the Board
prior notice of his service to any for profit or not for profit organization so that it may review the same for compliance with
the terms of this Agreement.


 


4.2
Confidential Information. Executive acknowledges that the information, observations and data (including, without limitation,
trade secrets, know-how, research and inventions, processes, formulas, technology, designs, drawings, specifications, marketing
and advertising materials, distribution and sales methods and systems, sales and profit figures and other technical and business
information) concerning the business or affairs of the Company or any of its affiliates obtained by him while employed by the
Company (“Confidential Information”) are the property of the Company or such affiliate. Therefore, Executive
agrees that he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without
the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and
available for use by the public other than as a result of Executive’s acts or omissions to act. Executive will deliver to
the Company at the termination of the Term, or at any other time the Company may request, all memoranda, notes, plans, records,
reports, computer tapes, printouts and software and other documents and data (and copies thereof) to the extent containing Confidential
Information or Work Product (as defined below) of the Company or any of its affiliates which he may then possess or have under
his control.


 


4.3
Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company’s
or any of its affiliates’ actual or anticipated business, research and development or existing or future products or services
and which are conceived, developed or made by Executive while employed by the Company (“Work Product”) belong
to the Company or such affiliate. Executive shall promptly disclose such Work Product to the Company and perform all actions requested
by the Company (whether during or after the Term) to establish and confirm such ownership (including, without limitation, assignments,
consents, powers of attorney and other instruments).


 




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4.4
Unfair Competitive Activities; Protection of Trade Secrets.


 


(a)
Executive acknowledges that Executive’s services to the Company require the use of information including a formula, pattern,
compilation, program, device, method, technique, or process that the Company has made reasonable efforts to keep confidential
and that derives independent economic value, actual or potential, from not being generally known to the public or to other persons
who can obtain economic value from its disclosure or use (“Trade Secrets”). Executive further acknowledges
and agrees that the Company would be irreparably damaged if Executive were to provide similar services requiring the use of such
Trade Secrets to any person or entity competing with the Company or engaged in a similar business. Therefore, Executive agrees
that during the period of Executive’s employment with the Company or any of its affiliates and thereafter until the later
of (i) three (3) month period immediately thereafter and (ii) the expiration of the Severance Period, if applicable, (the later
of (i) and (ii), the “Protection Period”), he will not, either directly or indirectly, for himself or any other
person or entity (i) induce or attempt to induce any employee of the Company or any of its affiliates to leave the employ of the
Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate and any employee
thereof, (ii) induce or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company
or any affiliate to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between
any such customer, supplier, licensee, licensor or business relation and the Company or any affiliate (including, without limitation,
making any negative statements or communications about the Company or its affiliates) or (iii) participate in any business in
the United States that is directly and materially competitive with the material business of the Company, the innovation, sale
and distribution of ginger beer and craft soda, in which he would be reasonably likely to employ, reveal, or otherwise utilize
Trade Secrets used by the Company prior to the Executive’s termination. “Participate” includes any direct
or indirect interest in any enterprise, whether as an officer, director, employee, partner, sole proprietor, agent, representative,
independent contractor, consultant, executive, franchisor, franchisee, creditor, owner or otherwise; provided that the foregoing
activities shall not include the passive ownership (i.e., Executive does not directly or indirectly participate in the business
or management of the applicable entity) of less than 5% of the stock of a publicly-held corporation whose stock is traded on a
national securities exchange.


 


(b)
Executive agrees that the aforementioned covenant contained in Section 4.4(a) is reasonable with respect to its duration, geographical
area and scope. In particular, Executive acknowledges and agrees that the Company and its affiliates conduct their businesses
on a worldwide basis and that the geographic scope of the covenant contained in Section 4.4(a) is necessary to protect the goodwill
and Confidential Information of the Company and its affiliates. Executive further acknowledges that the restrictions contained
in Section 4.4(a) do not impose an undue hardship on him due to the fact that he has general business skills which may be used
in industries other than those in which each of the Company and its affiliates conduct their businesses and do not deprive Executive
of his livelihood. Executive agrees that the covenants made in Section 4.4(a) shall be construed as agreements independent of
any other provision(s) of this Agreement and shall survive any order of a court terminating any other provision(s) of this Agreement.


 




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(c)
If, at the time of enforcement of Sections 4 of this Agreement, a court holds that the restrictions stated herein are unreasonable
under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under
such circumstances shall be substituted for the stated period, scope or area.


 


(d)
Because Executive’s services are unique and because Executive has access to Confidential Information and Work Product, the
parties hereto agree that money damages may not be an adequate remedy for any breach of this Agreement. Therefore, in the event
a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court for specific performance and/or injunctive or other relief in order to enforce,
or prevent any violations of, the provisions hereof (without posting a bond or other security). In addition, in the event of an
alleged breach or violation of this Section 4, the Protection Period will be tolled until such breach or violation has been duly
cured. Executive agrees that the restrictions contained in Section 4 are reasonable.


 


4.5
Additional Acknowledgments. Executive acknowledges that the provisions of Section 4 are valuable consideration as set forth
in this Agreement. Executive expressly agrees and acknowledges that the restrictions contained in Sections 4 do not preclude Executive
from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. Executive
acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive
by this Agreement.


 


4.6
Other Businesses. As long as Executive is employed by the Company, Executive agrees that he will not, except with the express
written consent of the Company, not to be unreasonably withheld, become engaged in, render services for, or permit his name to
be used in connection with any business other than the business of the Company or any of its affiliates including activities on
behalf of charitable, religious or other non-profit entities or serving on the board of directors of an entity that does not compete
with the Company. For clarity, the Company hereby consents to Employee’s service on the board of directors of (a) River
Hospital (of Alexandria Bay, New York), and Stache Strong (of New York, NY), both of which Executive represents are charitable
organizations.


 


4.7
Cooperation. Executive agrees that, following any termination of the Executive’s employment, Executive will continue
to provide reasonable cooperation to Reed’s and/or any of its subsidiaries and its or their respective counsel in connection
with any investigation, administrative proceeding, or litigation relating to any matter that occurred during Executive’s
employment, in which the Executive was involved or of which the Executive has knowledge. As a condition of such cooperation, Reed’s
shall reimburse the Executive for reasonable out-of-pocket expenses incurred at the request of Reed’s and shall compensate
Executive at a daily rate equal to his daily rate of compensation at the time of termination of his employment. Executive also
agrees that, in the event that the Executive is subpoenaed by any person or entity (including, but not limited to, any government
agency) to give testimony or provide documents (in a deposition, court proceeding, or otherwise) that in any way relates to the
Executive’s employment by Reed’s, Executive will, if legally permitted, give prompt notice of such request to Reed’s
and, unless legally required to do so, will make no disclosure until Reed’s subsidiaries has had a reasonable opportunity
to contest the right of the requesting person or entity to such disclosure.


 




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4.8
Pre-Existing and Third Party Materials. Executive will not, in the course of employment with Reed’s, incorporate
into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery,
works, or other proprietary right or information owned by Executive or in which Executive has an interest without Reed’s
prior written permission. Executive hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable,
sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way
and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product. Executive
will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary
information owned by any party other than Executive into any Work Product without the Company’s prior written permission.


 


4.9
Attorney-in-Fact. Executive hereby irrevocably designates and appoints Reed’s and its duly authorized officers and
agents as Executive’s agent and attorney-in-fact, to act for and on Executive’s behalf to execute and file any such
applications and to do all other lawfully permitted acts as contemplated by this Section 4 above to further the prosecution and
issuance of patents, copyright, trademark, and mask work registrations with the same legal force and effect as if executed by
Executive, if Reed’s is unable because of Executive’s unavailability, dissolution, mental or physical incapacity,
or for any other reason, to secure Executive’s signature for the purpose of applying for or pursuing any application for
any United States or foreign patents or mask work or copyright or trademark registrations covering the Work Product owned by Reed’s
pursuant to this Section.


 


Section
5 Compensation.


 


5.1
Base Salary. The Executive will continue to be paid a base salary at the rate of $300,000.00 per year (the “Base
Salary”) until increased as provided herein. Subject to achievement of performance goals set by the Board for fiscal
2020, attached hereto as Exhibit B and incorporated herein by reference, Executive’s Base Salary will increase to $350,000,00
per year on September 30, 2020. Base Salary shall be subject to annual review for additional increase, but not decrease, in the
sole discretion of the Board. The Base Salary will be payable in equal periodic installments in accordance with Reed’s customary
payroll practices.


 


5.2
Annual Bonus. In addition to the Base Salary, the Executive will be eligible to receive an annual or other periodic bonus
for each partial or full calendar year (which may, to the extent not relating to achievement of a specific objective established
by the Board in consultation with the Executive as provided below, be pro-rated for partial calendar years) included in the Term
at a target amount equal to 50% of the then current Base Salary payable and based upon performance criteria to be established
by the Board in consultation with the Executive which are anticipated to consist of specific objectives for which specified portions
of Bonus will be payable upon achievement and any remainder discretionary based on individual and Company performance as determined
by the Board ( “Bonus”). The Bonus may, at the sole discretion of Reed’s, be paid in cash or as a restricted
stock award (subject to the Reed’s, Inc. Second Amended and Restated 2017 Incentive Compensation (“Plan”).
Except as otherwise provided herein, in order to be eligible to receive the Bonus, the Executive must be employed at the time
of achievement of the specific objective relating thereto. Any portion of Bonus relating to achievement of a specific objective
will be paid upon or as soon as practicable after achievement of such objective, and all Bonus payments will in any event be paid
not later March 15 of the calendar year following the full or partial calendar year to which they relate. The Board and the Executive
will consult in good faith to establish the Bonus criteria for each full or partial year included in the Term starting with the
Effective Date and with the commencement of each calendar year included in the Term commencing after the Effective Date.


 




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Executive
shall be permitted to establish a so-called “10B-5” plan with a licensed broker-dealer (the “10B-5 Plan”),
which 10B-5 Plan shall be subject to review and approval by the Company, in order to allow Executive to sell Company stock in
a manner that is consistent with applicable laws given Executive’s position with the Company.


 


5.3
Benefits. The Executive will be entitled to four weeks of paid vacation per calendar year in accordance with the Company’s
vacation and paid time off policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the
same manner as paid time off days for employees of the Company generally accrue. The Executive and his dependents will be entitled
to participate in all medical insurance and other benefit programs in effect from time to time and available to senior executives
of Reed’s at levels commensurate with Executive’s position as CEO. Executive has been granted equity incentive compensation
awards set forth in Section 5.4 and will be entitled to additional incentive equity compensation awards as may be approved by
the Board from time to time and made available to senior executives of Reed’s at levels commensurate with Executive’s
position as CEO. Executive will be entitled to reimbursement for expenses incurred in connection with performance of services
to Reed’s, including, without limitation, mobile phone and other communications equipment and travel expenses, in accordance
with Reed’s expense reimbursement policies as in effect from time to time. Reed’s will also provide Executive with
a car allowance initially at $900.00 per month and subject to increase in the discretion of the Company. Upon submission of invoice,
Reed’s will reimburse the Executive for or pay directly all costs up to $2,500.00 incurred in connection with the negotiation
and preparation of this Agreement.


 


5.4
Equity Incentive Compensation.


 


(a)
Restricted Stock Award. Concurrently with his promotion to the position of CEO, on February 25, 2020, the Executive was
awarded a restricted stock award consisting of 150,000 shares of the Company’s common stock (“RSA Award”),
which award is evidenced by that certain Restricted Stock Award Agreement dated March 4, 2020. The RSA Award vested in full on
March 1, 2020.


 


(b)
Incentive Stock Option Awards. The Executive was awarded incentive stock option awards to purchase an aggregate of up to
696,000 shares of the Company’s common stock pursuant to Executive Incentive Stock Option Agreements dated February 25,
2020 and May 27, 2020, respectively. Vesting of one-half of each award is time based (collectively, “Time Based Options”)
and vesting of the remainder of each award is contingent upon achievement of performance goals set by the Board, in its sole discretion
(“Performance Based Options”). Vesting in the entirety of the Time Based Options and Performance Based Options
(and related payment rights) shall accelerate upon any Change in Control. “Change in Control” for this purpose
means any (i) any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1933)
(a “Person”) acquires beneficial ownership, directly or indirectly (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) (a “Beneficial Owner”), of more than fifty percent of the combined voting power of
the then issued and outstanding shares of the voting common stock of the Company (the “Voting Stock”), (ii)
the occurrence of a merger, consolidation, reorganization, share exchange or similar corporate transaction, whether or not the
Company is the surviving corporation, other than a transaction which would result in the Voting Stock outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent of the voting stock of the Company or such surviving entity immediately after such transaction,
or (iii) the sale, transfer or disposition of all or substantially all of the business and assets of the Company to any Person.
The Executive may also make equity investments in Reed’s on terms that may be agreed upon by the Executive and Reed’s.


 




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Section
6 Termination of Employment.


 


6.1
Termination by Reed’s. Reed’s may terminate the Executive’s employment with Reed’s for Cause or
without Cause, effective immediately on the day Reed’s gives notice of such termination to the Executive. For purposes of
this Agreement, “Cause” means (i) a breach by Executive of his fiduciary duties to the Company; (ii) Executive’s
breach of this Agreement, which, if curable, remains uncured or continues after thirty (30) days’ notice by the Company
thereof; (iii) the commission of (A) any crime, other than motor vehicle crimes, constituting a felony in the jurisdiction in
which committed, (B) any felony involving moral turpitude, or (C) any other criminal act involving embezzlement, misappropriation
of money, fraud, theft, or bribery (whether or not a felony); (iv) illegal or controlled substance abuse or insobriety while on
the Company’s premises, with an employee, customer or vendor, or while on Company business by Executive; (v) Executive’s
material negligence or dereliction in the performance of, or failure to perform Executive’s duties of employment with the
Company, which remains uncured or continues after thirty (30) days’ notice by the Company thereof; (vi) any conduct, action
or behavior by Executive that is, or is reasonably expected to be, materially damaging to the Company, whether to the business
interests, finance or reputation; or (vii) any disqualifying event causing Company “bad actor” disqualification under
Rule 506(d) of the Securities Act of 1933, as amended. The cure periods set forth in Sections 6.1(ii) and 6.1(v) shall be extended
if (x) Executive commenced such cure within the aforesaid thirty (30) day period, (y) Executive pursues such cure to completion,
and (z) such further cure period does not cause material harm to the Company.


 


6.2
Termination by the Executive. The Executive may terminate the Executive’s employment with Reed’s for Good Reason
or without Good Reason, by written notice to Reed’s effective no earlier than ninety (90) days after the date of such notice
if termination is other than for Good Reason (provided that Reed’s shall have the right to waive such ninety (90) day notice
period and accelerate termination to any date on or after the date of such notice) and effective upon the expiration of the cure
period described below in this Section 6.2 if termination is for Good Reason. During any period between receipt of notice of termination
from the Executive, Reed’s may suspend, reduce, or otherwise modify any or all of Executive’s authority, duties, and
responsibilities, and may require the Executive’s absence from Reed’s offices without any such suspension, reduction,
modification, or requirement constituting grounds for Good Reason. “Good Reason” means any (i) material breach
(whether or not specified above) of this Agreement by Reed’s, (ii) change in Executive’s title, duties, or status
within the Company that differ materially from Executive’s title, duties and status hereunder, and/or (iii) actual or de
facto change in the Company’s principal executive office headquarters and personnel to a location that is more than 60 miles
from the Company’s present headquarters in Norwalk, Connecticut. An event described in this Section 6.2 will not constitute
Good Reason unless the Executive provides written notice to Reed’s of the Executive’s intention to resign for Good
Reason and specifying the event or circumstance giving rise to Good Reason within ninety (90) days of its initial existence and
Reed’s does not cure such breach or action within thirty (30) days after the date of the Executive’s notice.


 




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6.3
Death and Disability. The Executive’s employment under this Agreement will terminate upon the Executive’s death.
In addition, Reed’s may terminate the Executive’s employment with Reed’s by written notice to the Executive
due to Disability. For purposes of this Agreement, “Disability” means that the Executive has been unable, with
or without reasonable accommodation and due to physical or mental incapacity, to substantially perform the essential functions
of his duties for one hundred twenty (120) days, whether consecutive or non-consecutive, within any calendar year.


 


6.4
Termination of Agreement. This Agreement will terminate when all obligations of the parties under this Agreement have been
satisfied.


 


6.5
Resignations. Upon any termination of the Executive’s employment hereunder for any reason, except as may otherwise
be requested by Reed’s in writing, the Executive agrees that he will resign from any and all directorships, committee memberships
and any officer positions that he holds with Reed’s or any of its subsidiaries.


 


Section
7 Remuneration upon Termination of Employment.


 


7.1
Termination by Reed’s without Cause or by the Executive for Good Reason. If the Executive’s employment with
Reed’s is terminated pursuant to Section 6.1 by Reed’s without Cause or pursuant to Section 6.2 by the Executive for
Good Reason, the Executive will be entitled to the following:


 


(a)
accrued and unpaid compensation and benefits (including, without limitation, accrued vacation or paid time off, and then unreimbursed
expenses) through the date of termination of Employment (the “Accrued Benefits”);


 


(b)
installment payments equal to the Executive’s Base Salary in effect immediately prior to the Executive’s termination
of employment with Reed’s, less applicable taxes and withholdings, for six (6) months (the “Severance Period”),
plus any Bonus earned and unpaid as well as a prorated Bonus for the year of termination, vested portion of Time Based Options
and acceleration of that portion of Time Based Options that would have otherwise vested during the Severance Period, calculated
on a pro-rata, monthly basis and based on full calendar months (the “Severance Amount”). For clarity, the Performance
Based Options will not be subject to acceleration. In addition, to the extent permitted by applicable law, subject to the Executive’s
election of COBRA continuation coverage under Reed’s group health plan, on the first regularly scheduled payroll date of
each month during the Severance Period, Reed’s will pay the Executive an amount equal to the difference between the monthly
COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Reed’s; provided, that
such payments shall cease earlier than the expiration of the Severance Period in the event that the Executive becomes eligible
to receive any comparable health benefits, including through a spouse’s employer, during the Severance Period (the “COBRA
Payments”). Executive will notify Reed’s of Executive’s eligibility for health benefits during the Severance
Period within fifteen (15) days of such eligibility; and


 




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(c)
any and all rights he may have as a holder of vested equity interests in Reed’s or under any applicable plan, program, or
arrangement of Reed’s, including the vested awards under the Initial Option Award and RSA Award (“Vested Equity
Awards”).


 


(d)
If Reed’s elects not to renew this Agreement and Reed’s does not provide at least three (3) months’ advance
written notice of non-renewal, same shall be deemed to be termination without cause and entitle the Executive to the same benefits
as set forth in Sections 7.1(a), 7.1(b) and 7.1(c) hereinabove, except that the Severance Period will be reduced such that it
will commence upon the expiration of the Term and terminate three (3) months from the date on which notice of non-renewal is given
(pro-rated for partial months), instead of terminating six (6) months from the expiration of the Term. By way of example, if
Reed’s gives Employee one (1) month’s advance written notice of non-renewal, the Severance Period will be two (2)
months.


 


7.2
Termination by Reed’s for Cause, by the Executive without Good Reason. If the Executive’s employment with Reed’s
is terminated for Cause, or by the Executive without Good Reason, the Executive will be entitled to the Accrued Benefits and any
and all rights he may have as a holder of vested equity interests in Reed’s or under any applicable plan, program, or arrangement
of Reed’s, including Vested Equity Awards.


 


7.3
Termination as a Result of Death or Disability. In the event of the termination of the Executive’s employment with
Reed’s pursuant to Section 6.3 as a result of death or Disability, the Executive or the Executive’s heirs will be
entitled to the Accrued Benefits and any and all rights Executive may have as a holder of vested equity interests in Reed’s
or under any applicable plan, program, or arrangement of Reed’s, including Vested Equity Awards.


 


7.4
Obligations Absolute. The payment and other obligations of Reed’s under this Agreement or in connection with the
Incentive Equity are absolute and unconditional and not subject to offset or any other defense.


 




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7.5
Deferred Compensation Matters.


 


(a)
The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Internal Revenue Code
Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and,
accordingly, to the maximum extent permitted the Employment Agreement shall be interpreted to be in compliance therewith or exempt
therefrom. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed
on Executive by Code Section 409A or damages for failing to comply with Code Section 409A.


 


(b)
A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references
to a “termination,” “termination of employment” or like terms shall mean “separation from service.”


 


(c)
To the extent that any payment of base salary or other compensation is to be paid for a specified continuing period of time beyond
the date of the Executive’s separation from service in accordance with the Company’s payroll practices (or other similar
term), the payments of such base salary or other compensation shall be made no event less frequently than monthly. Notwithstanding
the foregoing, with respect to any payments that are intended to fall under the short-term deferral exemption from Code Section
409A, unless this Agreement provides a specified and objectively determinable payment schedule to the contrary, all payments due
thereunder shall be made as soon as practicable after the right to payment vests and in all events by March 15 of the calendar
year following the calendar year in which the right to payment vests. For purposes of this section, a right to payment will be
treated as having vested when it is no longer subject to a substantial risk of forfeiture as determined by the Company in its
sole discretion.


 


(d)
Notwithstanding any other payment schedule provided herein to the contrary, if Executive is identified on the date of his separation
from service a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B) (which generally
means a key employee of a corporation any stock of which is publicly traded on an established securities market or otherwise),
then, with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation subject
to Code Section 409A and payable on account of a “separation from service,” (i) such payment or benefit shall not
be made or provided until the date which is the earlier of (A) the expiration of the six (6) month period measured from the date
of Executive’s “separation from service” and (B) the date of Executive’s death (the “Delay Period”)
to the extent required under Code Section 409A and (ii) at the end of such six (6) month period, the Company shall make an additional
payment to Executive equal to the amount interest accruing at the then-current short-term applicable federal rate published by
the Internal Revenue Service on the value of any such payment or benefit, accruing from the date on which it would have otherwise
been paid or provided. Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether
they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed
to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the
normal payment dates specified for them therein.


 




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(e)
To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation”
subject to Code Section 409A, (i) all such expenses or other reimbursements hereunder shall be paid on or prior to the last day
of the taxable year following the taxable year in which such expenses were incurred by Executive, (ii) no such reimbursement,
expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible
for reimbursement, or in-kind benefits to provided, in any other taxable year, and (iii) Executive’s right to such reimbursement
or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.


 


(f)
For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to the Employment Agreement
shall be treated as a right to receive a series of separate and distinct payments.


 


(g)
Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment
within the specified period shall be within the sole discretion of the Company.


 


(h)
Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that
constitutes nonqualified deferred compensation subject to Code Section 409A be subject to offset, counterclaim or recoupment by
any other amount payable to Executive unless otherwise permitted by Code Section 409A.


 


7.6
Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to pay the Severance Amount and
Cobra Payments payable under this Section 7 during such times as Executive is in breach of Sections 4 hereof. As a condition to
the Company’s obligations (if any) to pay the Severance Amount and Cobra Payments described in this Section 7, Executive
will execute and deliver a general release in the form attached hereto as Exhibit A (the “General Release”).
Executive shall forfeit all rights to the Severance Amount and Cobra Payments described in this Section unless the General Release
is signed and delivered (and no longer subject to revocation) within thirty (30) days following the date of Executive’s
separation from service. To the extent any such cash payment or continuing benefit to be provided is not nonqualified deferred
compensation subject to Code Section 409A, as determined by the Company in its sole discretion, then such payment or benefit shall
commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation
(the “Release Effective Date”). The first such cash payment shall include payment of all amounts that otherwise
would have been due prior to the Release Effective Date under the terms of this Section 7.6 applied as though such payments commenced
immediately upon Executive’s separation from service, and any payments made thereafter shall continue as provided herein.
The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately
following Executive’s separation from service. To the extent any such cash payment or continuing benefit to be provided
is nonqualified deferred compensation subject to Code Section 409A, as determined by the Company in its sole discretion, then
such payments or benefits shall be made or commence upon the sixtieth (60th) day following Executive’s separation
from service. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto
under the terms of this Section 7 had such payments commenced immediately upon the Executive’s separation from service,
and any payments made thereafter shall continue as provided therein. The delayed benefits shall in any event expire at the time
such benefits would have expired had such benefits commenced immediately following the Executive’s separation from service.
The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to
this Section during the period of such delay, provided that Executive shall bear the full cost of such benefits during such delay
period. Upon the date such benefits would otherwise commence pursuant to this Section 7.6, the Company may reimburse Executive
the Company’s share of the cost of such benefits, if any, had such benefits commenced immediately upon Executive’s
separation from service. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule
and procedures specified therein.


 




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Section
8 Effect of Non-Renewal; End of Term. For clarity, non-renewal by either party pursuant to Section 2 shall constitute
termination without cause. At the end of the Term of this Agreement, the Executive will be entitled to the Accrued Benefits and
Vested Equity and Severance Amount with a Severance Period described in Section 7.1(d). In the event that either party has given
written notice of non-renewal and Executive’s employment with the Company continues after the expiration of the Initial
Term or any Renewal Term, such post-expiration employment shall be “at-will” and either party may terminate such employment
with or without notice and for any reason or no reason. Except as may otherwise be requested by Reed’s in writing, the Executive
agrees that he will resign from any and all directorships, committee memberships and any officer positions that he holds with
Reed’s or any of its subsidiaries effective at the end of Term of this Agreement.


 


Section
9 General Provisions.


 


9.1
Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when
(a) delivered if delivered personally or by recognized overnight courier service (costs prepaid), (b) sent by facsimile with confirmation
of transmission by the transmitting equipment (or, the first business day following such transmission if the date of transmission
is not a business day) (c) sent by electronic mail with receipt acknowledged by the recipient via email reply, or (d) received
or rejected by the addressee, if sent by certified or registered mail, return receipt requested; in each case to the following
addresses or facsimile numbers and marked to the attention of the individual (by name or title) designated below (or to such other
address, facsimile number or individual as a party may designate by notice to the other parties in writing):


 


If
to the Executive:


 


Norman
E. Snyder, Jr.


88
Grey Rocks Road


Wilton,
CT 06897


 


If
to Reed’s:


 


Attention:
Thomas J. Spisak


Chief
Financial Officer


201
Merritt 7 Corporate Park


Norwalk
CT 06851


 




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9.2
Amendment. This Agreement may not be amended, supplemented or otherwise modified except in a writing signed by the Executive
and a director or authorized officer of Reed’s (other than the Executive).


 


9.3
Waiver and Remedies. The Executive and Reed’s may (a) extend the time for performance of any of the obligations or
other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained in
this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with
any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or
waiver will be valid only if set forth in a written document signed on behalf of the party against whom the waiver or extension
is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty,
or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written
extension or waiver. No failure or delay by a party in exercising any right or remedy under this Agreement or any of the documents
delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy,
and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy
or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not
intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law
and include any rights and remedies authorized in law or in equity. Because Executive’s services are special, unique, and
extraordinary and because Executive has access to Confidential Information and Work Product, the parties hereto agree that money
damages may be an inadequate remedy for any breach of Section 4 of this Agreement. Therefore, in the event of a breach or threatened
breach of Section 4 of this Agreement, the Company, or any of its successors or assigns may, in addition to other rights and remedies
existing in their favor at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security).


 


9.4
Entire Agreement. This Agreement, including the Exhibits attached hereto, amends, replaces and supersedes the Original
Agreement in its entirety. This Agreement, including the Exhibits attached hereto, the Executive Incentive Stock Option Agreements
dated February 25, 2020 and May 27, 2020 and the Restricted Stock Award Agreement dated May 4, 2020 form the entire agreement
between the Executive and Reed’s with respect to its subject matter hereof and supersede any prior understandings, agreements
or representations between the parties, written or oral, with respect to the subject matter of this Agreement.


 




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9.5
Assignment and Successors. This Agreement binds and benefits the parties and their respective heirs, executors, administrators,
successors and assigns, except that the Executive may not assign any rights under this Agreement without the prior written consent
of Reed’s and Reed’s may not assign this Agreement or any of its rights or obligations hereunder without the prior
written consent of the Executive except in the case of an assignment of this Agreement to a successor to all or substantially
all of the business and assets of Reed’s and its subsidiaries or any business division thereof or a restructuring of Reed’s.
The Executive’s obligations under this Agreement are personal to the Executive and may not be delegated.


 


9.6
Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Agreement are not affected or impaired in any way and the parties agree to
negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision
that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid,
illegal or unenforceable provision. A court of competent jurisdiction, if it determines any provision of this Agreement to be
unreasonable in scope, time or geography, is hereby authorized by the Executive and Reed’s to enforce the same in such narrower
scope, shorter time or lesser geography as such court determines to be reasonable and proper under all the circumstances.


 


9.7
Governing Law; Mediation. The validity, interpretation, performance and enforcement of this Agreement shall be governed
by the laws of the Connecticut without giving effect to any choice of law rules or other conflicting provision or rule that would
cause the laws of any jurisdiction to be applied. Reed’s and the Executive agree that any and all disputes arising out of
the terms of this Agreement, the Executive’s employment by Reed’s, the Executive’s service as an employee or
officer of Reed’s or any of its subsidiaries, or the Executive’s compensation and benefits, will be litigated in the
federal or state courts in Fairfield County, Connecticut; provided however, prior to the filing of any lawsuit, the parties agree
to mediate any dispute, controversy, or claim between them arising out of this Agreement. Either party may commence mediation
by providing the other parties involved with a written demand for mediation, setting forth the subject of the dispute and the
relief requested. The mediation shall be administered by JAMS, AAA or some other neutral mediator designated by the party that
first submits the demand for mediation. The mediation fees, if any, shall be divided equally among the parties involved. If a
settlement is not reached by the parties within thirty (30) days of the demand for mediation, then the aggrieved party may then
file for suit pursuant to this Agreement The prevailing party’s fees and costs resulting from litigation shall be paid by
the non-prevailing party. Notwithstanding the foregoing, nothing in this subsection shall be construed as precluding the bringing
an action for injunctive relief or specific performance as provided in this Agreement.


 


9.8
Survival. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement
to the extent necessary to the intended preservation of such rights and obligations and to the extent that any performance is
required following termination or expiration of this Agreement.


 




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9.9
Withholding. All amounts paid pursuant to this Agreement shall be subject to withholding for taxes (federal, state, local,
non-U.S. or otherwise) to the extent required by applicable law.


 


9.10
Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as
against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery
of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart.
The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature
is as effective as signing and delivering the counterpart in person.


 


9.11
Voluntary Execution; Representations. Executive acknowledges that (a) he has consulted with or has had the opportunity
to consult with independent counsel of his own choosing concerning this Agreement and has been advised to do so by the Company,
and (b) he has read and understands this Agreement, is competent and of sound mind to execute this Agreement, is fully aware of
the legal effect of this Agreement, and has entered into it freely based on his own judgment and without duress.


 






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IN
WITNESS WHEREOF, the parties have executed this Agreement (or caused this Agreement to be signed by their authorized representative)
as of the date(s) set forth by their signatures below.


 


	REED’S,
    INC.	 
	 	 	 
	By:	/s/
    Thomas J. Spisak	 
	Name:	Thomas
    J. Spisak	 
	Title:	Chief
    Financial Officer	 
	 	 	 
	Date:
    June 24, 2020	 
	 	 	 
	EXECUTIVE	 
	 	 	 
	/s/
    Norman E. Snyder, Jr.	 
	Norman
    E. Snyder, Jr.	 
	 	 	 
	Date:
    June 24, 2020	 






 







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Exhibit
A


 


FORM
OF GENERAL RELEASE


 


KNOW
ALL MEN BY THESE PRESENTS: That the undersigned, ________________ (“Executive”), on behalf of himself and his
heirs, legal representatives, administrators, executors, successors and assigns, and each of them, for good and valuable consideration
received as set forth in the Employment Agreement dated as of _________, 20__ (the “Employment Agreement”)
between Reed’s, Inc., a Delaware corporation (the “Company”), does hereby unconditionally, knowingly,
and voluntarily release and forever discharge the Company, and its present and former related companies, subsidiaries and affiliates,
and all of their present and former executives, officers, managers, directors, owners, members, shareholders, partners, employees,
agents, and attorneys, including in their individual capacity, and each of its and their successors and assigns (hereinafter collectively
the “Released Parties”), from any and all known or unknown claims, demands, actions or causes of action that
now exist or may arise in the future, based upon events occurring or omissions on or before the date of the execution of this
Release, including, but not limited to any and all claims whatsoever pertaining in any way to Executive’s employment at
the Company or with any of the Released Parties or the termination of Executive’s employment, including, but not limited
to, any claims under: (1) the Americans with Disabilities Act; the Family and Medical Leave Act; Title VII of the Civil Rights
Act; 42 U.S.C. Section 1981; the Older Workers Benefit Protection Act; the Age Discrimination in Employment Act of 1967, as amended
(the “ADEA”); the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1866, 1871, 1964, and 1991;
the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Vietnam Veteran’s Readjustment Assistance Act of 1974; the
Occupational Safety and Health Act; and the Immigration Reform and Control Act of 1986; and any and all other federal, state,
local or foreign laws, statutes, ordinances, or regulations pertaining to employment, discrimination or pay; (2) any state tort
law theories under which an action could have been brought, including, but not limited to, claims of negligence, negligent supervision,
training and retention or defamation; (3) any claims of alleged fraud and/or inducement, or alleged inducement to enter into this
Release; (4) any and all other tort claims; (5) all claims for attorneys’ fees and costs; (6) all claims for physical, mental,
emotional, and/or pecuniary injuries, losses and damages of every kind, including but not limited to earnings, punitive, liquidated
and compensatory damages, and employee benefits; (7) any and all claims whatsoever arising under any of the Released Parties’
express or implied contract or under any federal, state, local, or foreign law, ordinance, or regulation, or the Constitution
of any State or the United States; (8) any and all claims whatsoever against any of the Released Parties for wages, bonuses, benefits,
fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefits, in each case, except to the
extent Executive has vested rights in any of the same; and (9) any and all claims whatsoever to reinstatement (collectively, the
“Released Claims”); provided, however, that, notwithstanding anything to the contrary contained herein, this
Release shall not cover and the Released Claims shall extend to any rights or claims, if any, of Executive (A) as a holder of
equity interests in the Company, (B) to indemnification or advancement of expenses, (C) under Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended, (D) under any profit-sharing and/or retirement plans or benefits in which Executive has vested rights,
or (E) under Section 7 of the Employment Agreement. Executive also intends that this Release operate as a general release of any
and all claims to the fullest extent permitted by law and a waiver of all unknown claims of the type being released hereunder.


 




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Notwithstanding
the provisions of any state statute in effect that provides that a general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially
affected his settlement with the debtor, and for the purpose of implementing a full and complete release and discharge of all
Releasees with respect to claims in all jurisdictions, Executive expressly acknowledges that this is intended to include not only
claims that are known, anticipated, or disclosed, but also claims that are unknown, unanticipated, and undisclosed.


 


Executive
acknowledges that the Severance Amount and the COBRA Payments are in addition to anything of value to which Employee already is
entitled from the Company and constitutes good and valuable consideration for this Release.


 


Executive
represents and warrants that he has not previously filed, and to the maximum extent permitted by law agrees that he will not file,
a complaint, charge, or lawsuit against any member of the Released Parties regarding any of the claims released herein. If, notwithstanding
this representation and warranty, the Executive has filed or files such a complaint, charge, or lawsuit, he agrees that he shall
cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining
dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys’ fees of any member of the Released
Parties against whom he has filed such a complaint, charge, or lawsuit. This paragraph shall not apply, however, to a claim of
age discrimination under the ADEA or to any non-waivable right to file a charge with the United States Equal Employment Opportunity
Commission (the “EEOC”); provided, however, that if the EEOC were to pursue any claims relating to the Executive’s
employment with Company, the Executive agrees that he shall not be entitled to recover any monetary damages or any other remedies
or benefits as a result and that this Release and Section 7 of the Employment Agreement will control as the exclusive remedy and
full settlement of all such claims by the Executive.


 


Executive
agrees not to make disparaging, critical or otherwise detrimental comments to any person or entity concerning the Released Parties;
the products, services or programs provided or to be provided by the Released Parties; the business affairs or the financial condition
of the Released Parties; or the circumstances surrounding Executive’s employment and/or termination of employment from Company.
Company agrees to cause its executive and senior management teams not to take any action, or encourage others to take any action,
to disparage or criticize Executive. The Company agrees to instruct its personnel not to take any action, to disparage or criticize
Executive.


 


Executive
acknowledges that he has been given the opportunity to review and consider this Release for twenty-one (21) days from the date
he received a copy. If he elects to sign before the expiration of the twenty-one (21) days, Executive acknowledges that he will
have chosen, of his own free will without any duress, to waive his right to the full twenty-one (21) day period.


 


Executive
may revoke this Release after signing it by giving written notice to the Company’s Board of Directors, within seven (7)
days after signing it (the “Revocation Period”). This Release, provided it is not revoked, will be effective on the
eighth (8th) day after execution. The Executive acknowledges and agrees that if he revokes this Release during the Revocation
Period, this Release will be null and void and of no effect, and neither the Company nor any other Released Party will have any
obligations to pay the Executive the amounts under Section 7 of the Employment Agreement.


 


Executive
acknowledges that he has consulted with an attorney prior to signing this Release and that he has no knowledge of any facts or
circumstances that give rise or could give rise to any claims under any of the laws listed in this Release.


 


Executive
is signing this Release knowingly, voluntarily and with full understanding of its terms and effects. Executive is signing this
Release of his own free will without any duress, being fully informed and after due deliberation. Executive voluntarily accepts
the consideration provided to him for the purpose of making full and final settlement of all claims referred to above. This Release
shall be governed by and construed in accordance with the laws of the State of Connecticut.


 




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Exhibit
B


 


SECTION
5.1 PERFORMANCE GOALS