Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements with Certain Officers
Revised Officer Compensation
On January 23, 2020, the Board of Directors (the "Board") of Jones Soda Co. (the
"Company") approved revised compensation for Eric Chastain, the Company's Chief
Operating Officer. Specifically, Mr. Chastain's annual base salary was increased
from $120,000 to $130,000. In addition, Mr. Chastain is eligible to earn an
annual performance cash bonus based on the Company achieving certain targets,
with the target bonus percentage and targets to be determined by the Company's
Compensation Committee. Also, Mr. Chastain will be awarded a stock option to
purchase up to 50,000 shares of common stock, which option is expected to be
granted by the Board at the next regularly scheduled Board meeting. Such option
will be subject to the terms and conditions of the Company's 2011 Incentive
Plan, will have an exercise price equal to the Company's stock price as reported
on the OTCQB on the date of grant, and will vest according to the Company's
standard vesting schedule of 25% on the one-year anniversary of the date of
grant and an additional 1/48th each additional one-month period thereafter
(subject to Mr. Chastain's continuous service with the Company through each such
vesting date).
Also, on January 28, 2020, the Board approved an increase in the annual base
salary for Jennifer Cue, the Company's President, Chief Executive Officer and
Acting Principal Financial Officer, from $96,000 to $165,000, which increase was
retroactively effective as of November 1, 2019.
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JONES SODA CO. 
