EdgarFiling





Exhibit 10.1


 


 


	 	 	
        66 S. Hanford St. Suite 150T 206-436-8796

        Seattle, WA 98134

        www.jonessoda.com



 





 





December 1, 2020


 


Mark Murray


 


		Re:	Amended and Restated Employment Offer –Chief Executive Officer and President



Dear Mark:


On behalf of Jones Soda Co. (“Jones Soda” or the “Company”),
I am very pleased to offer you the position of Chief Executive Officer and President. This amended and restated employment offer
letter establishes the updated terms of your employment with Jones Soda and amends and restates in its entirety the prior Employment
Offer letter agreement between you and Jones Soda dated August 31, 2020 (the “Prior Agreement”).


Start Date.


Your start date with Jones Soda as Chief Executive Officer and President shall be
December 1, 2020.


Compensation.


Your base salary will be $275,000 on an annualized basis. Additionally, you will continue
to be eligible for a $100/month cell phone allowance. Paydays are semi-monthly on or about the 15th and last day of the month.


Bonus – You will be eligible to earn a cash bonus in the amount of up to $100,000
for 2021 pursuant to a bonus plan to be established by the Company’s compensation committee and approved by the Company’s
Board of Directors, which bonus plan will be based on the Company’s 2021 performance.


Stock Options – In connection with your initial employment, you were previously
granted non-qualified stock options for the purchase of (i) 100,000 shares of the Company’s common stock, which were
immediately vested as of the date of grant, and (ii) 400,000 shares of the Company’s common stock, which vest as follows: 
1/4th of the shares subject to the option shall vest on the one-year anniversary of the date of grant and an additional 1/48th
of the shares subject to the option shall vest on a monthly basis thereafter for a period of 48 months (subject to your continuous
service with the Company).


Benefits.


You will continue to be eligible for the same benefits as similarly-situated employees
receive, as in effect from time to time, after 60 days. Presently, those benefits include Medical, Dental, Vision, Life, Short-term
Disability, Long-term Disability, and 401k (No match at this time). Additionally, you will continue to receive 4 weeks’ vacation
per annum that begins accruing on your start date, 5 sick days, paid holidays.






     


    _____________
December 1, 2020
Page 2


    

 


Termination.


You will be an employee at will, meaning that either you or Jones Soda may terminate
your employment relationship at any time for any reason, with or without cause. Any statements to the contrary that may have been
made to you are unauthorized and are superseded and cancelled by this amended and restated employment offer letter. Please also
remember that employment terms like your position, hours of work, work location, compensation, employee benefits, and the Employee
Handbook may change over the course of employment at Jones Soda’s discretion.


Confidentiality/Non-Disclosure Agreement.


As a condition of your employment, you were required to sign the Company’s Confidentiality/Non-Disclosure
Agreement (the “Confidentiality Agreement”). Jones Soda’s willingness to continue to employ you is based in significant
part on your commitment to fulfill the obligations specified in the Confidentiality Agreement.


Other Conditions.


Your employment is conditioned upon successful completion of a reference/background
check. Additionally, you were required to complete INS Form I-9. Completion of this form requires you to present documentation
confirming your identity and eligibility to work in the United States by your third day of employment. By signing this amended
and restated employment offer letter, you represent that you are under no contractual commitments inconsistent with your obligations
to Jones Soda. You were also be required to sign, promote and enforce our Code of Conduct. You are expected to continue to abide
by the Jones Soda employee handbook and policies during your term of employment with Jones Soda.


Steps to Take to Accept Employment.


This offer will remain open through December 1, 2020. If you wish to accept continued
employment with Jones Soda, please do the following:


		·	sign two copies of this amended and restated employment offer letter;



		·	retain for your files one copy; and



		·	return the other signed copy to Human Resources.



Summary.


If you accept continued employment with Jones Soda, this amended and restated employment
offer letter will document your employment terms. This amended and restated employment offer letter supersedes any previous discussions
or offers, no matter what their source, including, without limitation, the Prior Agreement. Any future modifications of or additions
to the terms set forth in this amended and restated employment offer letter will be of no effect unless in writing and signed by
you and an authorized officer of Jones Soda.





    
 


    _____________
December 1, 2020
Page 3


    

 


We hope that you will accept this offer and look forward to continuing a productive
and mutually beneficial working relationship. Please let me know if I can answer any questions for you about any of the matters
outlined in this amended and restated employment offer letter.


Sincerely,


/s/ Jamie Colbourne


Jamie Colbourne,


Acting Principal Financial Officer


 


 


Acceptance.


I accept continued employment with Jones Soda under the terms set forth in this amended
and restated employment offer letter.


/s/ Mark Murray  (signature line)


December 1, 2020 (date)


Mark Murray  (printed name of employment applicant)


Enclosure/attachment: 1 copy of Offer Letter