Jamba, Inc. (NASDAQ:JMBA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Jamba, Inc. (NASDAQ:JMBA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(e) Cash Retention Performance Awards Plan

On April4, 2018, the Compensation and Executive Development Committee (the “Committee”) of the Board of Directors of Jamba, Inc. (the “Company”) established a cash retention performance awards plan (the “Plan”) where cash incentive awards (the “Awards”) were provided to certain key executives which provide for payout to participants based upon stock price performance using the payout schedule set forth in the chart below. “Target” payouts would occur based upon the Company’s common stock trading at a price per share of $15.00, with linear interpolation between higher and lower payout levels based on the price thresholds set forth below.

Price

Payoutas% of Target CEO CFO SVPs VPs

$9.00

0% $0 $0 $0 $0

$15.00

50% $1,500,000 $600,000 $360,000 $240,000

$19.49

175% $2,625,000 $1,050,000 $630,000 $420,000

$24.00

250% n/a n/a n/a $600,000

The Awards for the Chief Executive Officer, Chief Financial Officer and Senior Vice Presidents were designed to supplement the previously granted performance-based restricted stock units which have existing vesting thresholds at $19.50, $24.00 and $28.50 to restore continuing incentive in the equity compensation of such executives in consideration of the Company’s current trading price. The Plan provides that for Senior Vice Presidents and above, the Awards would be cancelled if previously granted $19.50 performance shares are earned during the Performance Period; if $19.50 performance shares are not earned, then the maximum stock price achievement under the Plan is $19.49 per share. The Awards were also provided to certain Company Vice Presidents.

The performance period continues through June30, 2019 (the “Performance Period”) which aligns with the last performance period of such previously issued performance-based restricted stock units. The determination of stock price achievement would be the 20-day average closing prices at the end of the Performance Period. The vesting of the Awards would be 50% at the end of the Performance Period, with double-trigger vesting upon a Change In Control as defined in the Company’s Amended and Restated 2013 Equity Incentive Plan. The Committee retains the discretion to interpret and modify the terms of the Plan and the underlying Awards.


About Jamba, Inc. (NASDAQ:JMBA)

Jamba, Inc. is a restaurant retailer of specialty food and beverage offerings. The Company operates through retail segment. The Company’s offerings include whole fruit smoothies, squeezed juices and juice blends, Energy Bowls, and a range of food items including, hot oatmeal, breakfast wraps, sandwiches, Artisan Flatbreads, baked goods and snacks. The Company, through its subsidiary, Jamba Juice Company, operates a lifestyle brand. The Company has a global business driven by a portfolio of franchised and company-owned Jamba Juice stores, and licensed JambaGO and Jamba Juice Express formats. The Company has approximately 890 Jamba Juice stores globally, consisting of over 70 company-owned and operated stores, all located in the United States (Company Stores), approximately 740 franchisee-owned and operated stores (Franchise Stores) in the United States, and over 70 Franchise Stores in international locations (International Stores), collectively the (Jamba System).

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