Jones Soda Co. (OTCMKTS:JSDA) 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.
(c) Appointment of Mark Murray as Chief Executive Officer and President.
On December 2, 2020, Jones Soda Co. (the “Company”) announced that Mark Murray has been appointed to serve as the Company’s Chief Executive Officer and President, effective as of December 1, 2020. As previously disclosed in a Current Report on Form 8-K filed on September 8, 2020 (the “September 8-K”), Mr. Murray has been serving as the Company’s President since September 1, 2020. Mr. Murray was previously providing consulting services to the Company from May 2020 to September 2020, for which he has been paid an aggregate amount of $75,000 in consulting fees by the Company.
As previously disclosed in the September 8-K, prior to working with the Company, Mr. Murray was most recently the President of JGC Food Company (“JGC”), a position he held from 2017 to May 2019, and was previously the VP of Sales and Marketing of JGC from 2013 to 2017. He was the VP of Sales of Harry’s Fresh Foods from 2011 and 2013 and VP of National Accounts of Solo Cup Company from 2008 to 2011. Previous to 2008, Mr. Murray held numerous other roles in Sales and Marketing, including a 22-year career with Kraft Foods. Mr. Murray received a Bachelor of Arts, Marketing, from Michigan State University.
In connection with his appointment as Chief Executive Officer and President, the Company and Mr. Murray entered into an amended and restated employment letter agreement to which Mr. Murray will serve as the Company’s Chief Executive Officer and President on an at-will basis at an annual salary of $275,000. Mr. Murray is eligible to earn an additional $100,000 for 2021 as a cash bonus to a bonus plan to be established by the Company’s Compensation Committee and approved by the Board of Directors, which bonus plan will be based on the Company’s 2021 performance. In addition, as previously disclosed in a Current Report on Form 8-K filed on November 5, 2020, Mr. Murray was 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 Mr. Murray’s continuous service with the Company). The stock options are subject to the Company’s 2011 Incentive Plan and the Company’s standard non-qualified stock option agreement, which have been previously filed by the Company with the Securities and Exchange Commission. The foregoing description of the terms of the amended and restated employment letter agreement is qualified in its entirety by reference to the amended and restated employment letter agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
As previously disclosed in the September 8-K, there are no arrangements or understandings between Mr. Murray and any other persons to which Mr. Murray was selected as the Company’s Chief Executive Officer and President. Mr. Murray does not have any family relationship with any director or executive officer of the Company, or any person nominated or chosen to become a director or executive officer of the Company, and except as described above, there are no applicable transactions that would require disclosure under Item 404(a) of Regulation S-K.
Jamie Colbourne, who was previously serving as the Company’s Interim Chief Executive Officer and Acting Principal Financial Officer to a consulting agreement, shall no longer serve as the Company’s Interim Chief Executive Officer effective as of December 1, 2020, but shall continue to serve as the Company’s Acting Principal Financial Officer and as a member of the Company’s Board of Directors. Mr. Colbourne’s consulting agreement has terminated by mutual agreement effective as of December 1, 2020, and Mr. Colbourne shall be eligible to participate in the Company’s previously disclosed policy for issuing equity compensation for non-employee director service.
On December 2, 2020, the Company issued a press release announcing Mr. Murray’s appointment as Chief Executive Officer and President. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amended and Restated Employment Letter Agreement between the Company and Mark Murray dated effective December 1, 2020
99.1 Press Released dated December 2, 2020
JONES SODA CO Exhibit
EX-10.1 2 exh_101.htm EXHIBIT 10.1 EdgarFiling Exhibit 10.1 66 S. Hanford St. Suite 150 T 206-436-8796 Seattle,…
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About Jones Soda Co. (OTCMKTS:JSDA)
Jones Soda Co. develops, produces, markets and distributes beverages. The Company sells and distributes beverages in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. The Company also sells products in select international markets. Its products are sold in grocery stores, convenience and gas stores in independent accounts, such as delicatessens and sandwich shops, as well as through its national accounts with retailers. The Company outsources the manufacturing process to third-party contract manufacturers. It also sells a range of products online, including soda with customized labels, wearables, candy and other items. The Company’s beverages are classified in the sparkling beverage category. Its product line-up includes Jones Soda, Jones Zilch and Jones Stripped. The Company also offers Lemoncocco, which is a non-carbonated blended beverage, and 7-Select branded sodas.