EX-10.3




 Exhibit 10.3 
  





 
 March 18, 2022 
 Quincy
Troupe 
 Re: Offer of Employment by Zevia PBC 
 Dear
Quincy, 
 I am very pleased to confirm our offer to you of employment with Zevia PBC (the “Company”). Your estimated start date
will be June 13, 2022 or such other day as is mutually agreed upon. This offer and your employment relationship will be subject to the terms and conditions in this letter. The Company reserves the right to modify job titles, reporting
structures, wages and benefits from time to time as it deems necessary and appropriate. 
  

	 	1.	 You will report to the President. Your job title will be Chief Operating Officer.



  

	 	2.	 As a regular full-time employee, you will be paid on a semi-monthly basis at an annual rate of $385,000
less payroll deductions and all required withholdings. The position is classified as exempt from the overtime provisions of state and federal law, which means you will not be paid overtime compensation. Your position will be subject to job
performance reviews. 


  

	 	•	 	 In addition to your base pay, you will be entitled to receive a $100,000 cash sign-on bonus payable in two equal installments of 50% on within 30-days from hire date, and 50% at 6-months
from hire date, less payroll deductions and all required withholdings, in the payroll period following your completion of six months of continued employment with the Company. The bonus will be subject to applicable supplemental taxation at the
federal and/or state levels(s) and will be subject to repayment in full in the event that you voluntarily resign your employment or are terminated for Cause (as defined in the Severance Agreement) within your first 12 months of employment.



  

	 	3.	 You will also be eligible to earn discretionary merit-based compensation and the Company reserves the right to
modify its plan for such potential additional compensation as circumstances change. Subject to you continuing employment with the Company through the bonus earning date, you will be eligible to earn a bonus upon your achieving certain milestones
that will be determined by the Company’s Board of Directors. Your current merit-based compensation has an annual target of 75% of your annual salary (subject to a pro-rata amount based on hired
date). 


  

	 	4.	 Subject to the approval of the Company’s Compensation Committee of the Board of Directors, you will be
eligible to receive an annual long-term incentive (LTI) program award valued at $650,000 per year, consisting of 50% stock options and 50% time-vested restricted stock units (RSUs) under the Zevia PBC 2021 Equity Incentive Plan the
(“Plan”) with vesting to occur in one-fourth installments on each of the first four anniversaries of the grant date as 



15821 Ventura Boulevard, Suite 145 

Encino, California 91436 
 V40012019













 



 
  


	 	long as you are continuously employed by the Company through each anniversary date. You acknowledge that the LTI program and award amount will be formally approved by the Company’s Compensation Committee of the
Board of Directors on or before the end of the Company’s first quarter of fiscal year 2022. 

  

	 	5.	 We are pleased to share that your benefit details, vacation, sick/personal days, and Company paid holidays will
be reviewed during your onboarding process, as well as included in the Employee Handbook referenced in this offer letter. You will have the opportunity to review the plans in detail, along with having access to your benefit information via your
employee online portal. Benefits and perks are subject to change during open enrollment, and as deemed appropriate by the Company, at any time. 


  

	 	6.	 Because we are dealing with inventions and proprietary information, we must take care that our employees do not
have any unusual incidents in their past which might adversely affect our brand’s reputation and our consumer’s trust in us. This offer is contingent upon the satisfactory completion of a criminal background, credit, driving record, and
professional reference checks. The Company reserves the right to withdraw this offer based upon the results of the background and/or professional reference checks. 



 

	 	7.	 As an employee of the Company, you will have access to certain confidential information of the Company and you
may, during the course of your employment, develop certain information or inventions which will be the property of the Company. To protect the interests of the Company, you will need to sign the Company’s Confidential Information, Invention
Assignment and Arbitration Agreement, as a condition of your employment. We wish to impress upon you that we do not want you, and we hereby direct you not to bring with you any confidential or proprietary material of any former employer or to
violate any other obligations you may have with any former employer. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or
proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. You will not assist any other
person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that your signing of this offer letter, agreement(s) beforementioned, if any, under
the Plan and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers. 



 

	 	8.	 While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be
an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time, with or without notice. No promises, assurances, or other conduct,
whether written or oral, can modify this paragraph unless set forth in a written agreement signed by you and the CEO of Zevia. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing
employment for any particular period of time. 



  
 15821 Ventura Boulevard,
Suite 145 
 Encino, California 91436 

V40012019 













 



 
  


	 	9.	 Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986,
within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S.
citizens and non-U.S. citizens alike, you may contact our office and speak with our SVP, People. 


  

	 	10.	 This offer will remain open until March 25, 2022 at 1700 hours PST. If you decide to
accept our offer, and I hope you will, please sign this letter in the space indicated. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents. Should
you have anything else that you wish to discuss, please do not hesitate to call me. 


  

	 	11.	 As a Zevia employee, you are required to follow its rules and regulations. Therefore, you will be asked to
acknowledge in writing that you have read the Zevia employee handbook, accessible through Zevia’s HR department and public network. In order to retain necessary flexibility in the administration of its policies and procedures, Zevia reserves
the right to change or revise its policies, procedures, and benefits at any time. 


  

	 	12.	 You and the Company agree to submit to mandatory and exclusive binding arbitration any controversy or claim
arising out of, or relating to, this Agreement or any breach hereof or your employment relationship, provided, however, that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking
or obtaining equitable relief from a court having jurisdiction over the parties. Such arbitration shall take place in Los Angeles County, California, as set forth in the Confidential Information, Invention Assignment and Arbitration Agreement, or to
be entered, into by and between you and the Company. 


  

	 	13.	 This offer letter, the background check authorizations, the agreements referred to above constitute the entire
agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior negotiations, representations or agreements between you and the Company. The provisions of this offer letter regarding “at
will” employment and arbitration may only be modified by a document signed by you and the CEO of the Company. 


 We look forward to
working with you at the Company. We are very excited about you joining our team, and we look forward to a beneficial and fruitful relationship. Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms
of this offer letter. 
 Very truly yours, 

  
 15821 Ventura Boulevard,
Suite 145 
 Encino, California 91436 

V40012019 













 



 
  


	
	 /s/ Amy Taylor

	Amy Taylor
	President

 I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms set forth above and further
acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein. 
  

							
	QUINCY TROUPE	 		 		 	
		 		 		 	
	 /s/ QUINCY TROUPE
	 		 	Date signed:	 	3/22/2022
				
	Enclosures:	 		 		 	
	Confidential and Arbitration Agreements	 		 	


  
 15821 Ventura Boulevard,
Suite 145 
 Encino, California 91436 

V40012019