JAMBA, INC.


NON-EMPLOYEE DIRECTOR COMPENSATION
POLICY 


 


This sets forth the Non-employee Director
Compensation Policy (the “Policy”) of Jamba, Inc. (the “Company”), as adopted by the Compensation
and Executive Development Committee (the “Compensation Committee”) of the Board of Directors of the Company
(the “Board”), which shall remain in effect until amended, replaced or rescinded by further action of the Compensation
Committee or the Board. The cash compensation and restricted stock unit grants described in this Policy
shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who
is not an employee of the Company or any subsidiary (each, an “Eligible Director”) who may be eligible to receive
such cash and equity compensation. Members of the Company’s Board shall not be entitled to receive any other compensation
for service on the Board.


 


		1.	Cash Compensation. 
	 	 	 



Payment Amount. Each Eligible
Director serving as a member of the Board at the beginning of the Company’s fiscal year shall be eligible to receive an annual
retainer of $60,000 for service on the Board. In addition, an Eligible Director serving at the beginning of the Company’s
fiscal year as:


 


		·	Chairman of the Board shall be eligible to receive an additional annual retainer of $40,000 for such service.
	 	 	 



		·	Lead Director shall be eligible to receive an additional annual retainer of $20,000 for such service.
	 	 	 



		·	Chairman of the Audit Committee shall be eligible to receive an additional annual retainer of $20,000 for such service.
	 	 	 



		·	Chairman of the Compensation and Executive Development Committee shall be eligible to receive an additional annual retainer
of $10,000 for such service.
	 	 	 



		·	Chairman of the Nominating and Corporate Governance Committee shall be eligible to receive an additional annual retainer of
$10,000 for such service.
	 	 	 



		·	Chairman of the ad hoc Finance Committee (to the extent the Board continues such Committee after the 2010 Annual Stockholders’
Meeting) shall be eligible to receive an additional annual retainer of $10,000 for such service.
	 	 	 



Payment Schedule and
Vesting. The annual retainers for service on the Board and as chairman of committees of the Board as set forth above shall
be paid by the Company in quarterly installments as soon as practicable after the end of each of the Company’s fiscal quarters
for which the Eligible Director shall have served. If any Eligible Director holds office as a director of the Board for
less than a full Company fiscal year, the Eligible Director’s shall only be entitled to the portion of the annual retainer
payable through the end of the last full fiscal quarter for which the Eligible Director shall have served.






    	 



    	 	



    
 


New Directors. In the event a new
Eligible Director is elected or appointed to the Board, such Eligible Director shall be eligible to receive as compensation
for service as a member of the Board or as chairman of committees of the Board as set forth above
a pro-rated amount of their applicable annual retainer as measured from the date of appointment or election through the
beginning of the Company’s fiscal year, payable by the Company in quarterly installments as soon as practicable after
the end of each of the Company’s full fiscal quarters for which the Eligible Director shall have served. Board
members have an option prior to the Annual Stockholders’ Meeting to elect to take a stock grant of shares of Common
Stock in lieu of one-half (1/2) the cash portion of their Non-Employee Board Member compensation (i.e., $30,000). The number
of shares of Common Stock to be granted under the Company’s 2006 Stock Employee, Director and Consultant Plan or any
successor equity plan (the “Stock Plan”) will be issued over a one-year period in four equal installments,
subject to the director’s continued service on the Board of Directors. The number of shares will be determined and
issued on the “Grant Date” (as defined in the Stock Plan) by dividing $7,500 by the “Fair Market
Value” of the Common Stock (as defined in the Stock Plan) on the Grant Date. This equity grant is in addition to the
non-employee Board member annual equity grant.


 


		2.	Equity Compensation. 
	 	 	 



Grant Amount. Eligible Directors who are elected
by the Company’s stockholders to serve as a director of the Company at the Company’s Annual Stockholders Meeting shall
be entitled to receive from the Company an annual grant of equity-based compensation consisting of 20,000 restricted stock units
(“RSUs”) under the Stock Plan (subject to appropriate adjustment in the event of any stock dividend, stock split, combination
or other similar recapitalization with respect to the Common Stock of the Company occurring after February 26, 2013). Each year
the Compensation Committee or the Board shall discuss and review the appropriateness of the annual amount of equity to be granted
and make any adjustments to the amount to be granted as they may deem appropriate, utilizing the same valuation methodologies under
Generally Accepted Accounting Principles as utilized in assessing the Company’s other equity compensation to its management
team members.


 


Grant Date and Vesting. The Company shall
issue the RSUs to Eligible Directors on the date of the Company’s Annual Stockholder Meeting each year. The RSUs shall vest
over a one year period in four equal installments, with 25% vesting on each three month period following the Company’s Annual
Stockholder Meeting, subject to the Eligible Director’s continued Board service; provided, however, that if the Company’s
Annual Stockholder Meeting for the following year occurs prior to the end of the one year period, the RSUs for such Eligible Directors
who serve until such Annual Stockholder Meeting shall become completed vested upon such Annual Stockholder Meeting.


 


New Directors. In the event a new Eligible
Director is elected or appointed to the Board on a date other than the Company’s Annual Stockholder Meeting, the Compensation
Committee or the Board shall have authority to determine, at its sole discretion, such Eligible Director’s eligibility to
receive any pro-rated amounts of any annual RSU grant.


 






    	 



    	 	



    
 


		3.	Expense Reimbursement. All Eligible Directors shall be entitled to reimbursement from the Company for their reasonable
travel (including airfare and ground transportation) to and from meetings of the Board, and reasonable lodging and meal expenses
incident thereto. The Company shall make reimbursement to an Eligible Director within a reasonable amount of time following submission
by the Eligible Director of reasonable written substantiation for the expenses.



 


 


Adopted November 26, 2006


Last Revised February 26, 2013