Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - JONES SODA CO | v59154e10vq.htm |
| EX-32.2 - EX-32.2 - JONES SODA CO | v59154exv32w2.htm |
| EX-31.1 - EX-31.1 - JONES SODA CO | v59154exv31w1.htm |
| EX-31.2 - EX-31.2 - JONES SODA CO | v59154exv31w2.htm |
| EX-32.1 - EX-32.1 - JONES SODA CO | v59154exv32w1.htm |
Exhibit 10.1
JONES SODA CO.
2011 EXECUTIVE BONUS PLAN
The 2011 Executive Bonus Plan (the “Plan”) is a cash bonus plan for William Meissner (Chief
Executive Officer of Jones Soda Co. (the “Company”)) and Michael O’Brien (Chief Financial Officer
of the Company). The performance period for the Plan is January 1, 2011 to December 31, 2011 (the
“Performance Period”).
The Company’s Board of Directors (the “Board”) administers the Plan. The Board, in its sole
discretion, determines the actual bonus (if any) payable to each participant. The target bonus for
each participant is equal to 50% of the participant’s 2011 base salary (the “Target Bonus”),
resulting in a Target Bonus for Mr. Meissner of $125,000 and a Target Bonus for Mr. O’Brien of
$100,000.
Payout under the Plan will be determined as follows:
William Meissner
Seventy five percent (75%) will be based on the achievement of the three Company performance
measures specified below during the Performance Period (the “Meissner Corporate Performance
Component”) and twenty five percent (25%) will be based on the Board’s discretion (the “Meissner
Discretionary Component”), as follows:
| Performance Measure | Weighting | |||
Revenue Growth |
25 | % | ||
Gross Profit Growth |
25 | % | ||
Combined Case Sales of New Products |
25 | % | ||
Discretionary |
25 | % | ||
The specific targets for each of the measures under the Meissner Corporate Performance Component
will be as determined by the Board in its sole discretion. Achievement of 100% of the target for a
measure under the Meissner Corporate Performance Component will result in 100% payout for that
measure. Achievement in excess of 100% of the target for a measure under the Meissner Corporate
Performance Component will result in a payout equal to the percentage achievement for that measure,
up to a maximum of 150%. Achievement below 100% of the target for a measure under the Meissner
Corporate Performance Component will result in a reduction of the payout for that measure by 2% for
each percentage point of underachievement.
Payout under the Meissner Discretionary Component will at the Board’s discretion, based on any
criteria that the Board determines to be appropriate in its sole discretion. There is no minimum or
maximum payout applicable to the Meissner Discretionary Component.
Michael O’Brien
Thirty seven and a half percent (37.5%) will be based on achievement of key performance criteria
during the Performance Period, thirty seven and a half percent (37.5%) will be based on the
achievement of the three Company performance measures specified below during the Performance Period
(the “O’Brien Corporate Performance Component”) and twenty five percent (25%) will be based on the
Board’s discretion (the “ O’Brien Discretionary Component”), as follows:
| Performance Measure | Weighting | |||
Key Performance Criteria |
37.5 | % | ||
Revenue Growth |
12.5 | % | ||
Gross Profit Growth |
12.5 | % | ||
Combined Case Sales of New Products |
12.5 | % | ||
Discretionary |
25 | % | ||
The key performance criteria for Mr. O’Brien will be developed by the Company’s Chief Executive
Officer and approved by the Compensation and Governance Committee of the Board. Payout under this
component will be determined by the Board, in consultation with the Chief Executive Officer. There
is no minimum or maximum payout applicable to this component.
The specific targets for each of the measures under the O’Brien Corporate Performance Component
will be as determined by the Board in its sole discretion. Achievement of 100% of the target for a
measure under the O’Brien Corporate Performance Component will result in 100% payout for that
measure. Achievement in excess of 100% of the target for a measure under the O’Brien Corporate
Performance Component will result in a payout equal to the percentage achievement for that measure,
up to a maximum of 150%. Achievement below 100% of the target for a measure under the O’Brien
Corporate Performance Component will result in a reduction of the payout for that measure by 2% for
each percentage point of underachievement.
Payout under the O’Brien Discretionary Component will be at the Board’s discretion, based on any
criteria that the Board determines to be appropriate in its sole discretion. There is no minimum or
maximum payout applicable to the O’Brien Discretionary Component.
General
The Board shall approve all payouts under the Plan. The Board may, in its sole discretion, make
adjustments to the payouts under the Plan as a result of extraordinary events and/or conditions
that either positively or negatively impact the Company’s performance.
Unless specifically provided otherwise in a written agreement between the Company and a
participant, a participant must be continuously employed by the Company from January 1, 2011
through December 31, 2011 to be eligible for payment under the Plan. A participant who meets these
eligibility requirements will be eligible to receive a bonus, even if the participant is not
employed by the Company on the date the bonus payment is made. Payment of each bonus will be made
as soon as practicable after the end of the
Performance Period, but in any event will be made by
March 15, 2012. Bonuses will be paid in cash in a single lump sum, subject to payroll taxes and
tax withholding.
Each bonus that may become payable under the Plan will be paid solely from the general assets of
the Company. Nothing in the Plan should be construed to create a trust or to establish or evidence
any participant’s claim of any right to payment of a bonus other than as an unsecured general
creditor with respect to any payment to which a participant may be entitled.
No participant will have any claim to a bonus under the Plan, and the Board will have no obligation
for uniformity of treatment of participants under the Plan. Furthermore, nothing in the Plan will
be deemed to limit in any way the Board’s full discretion to determine whether to grant any bonuses
hereunder.
The Board reserves the right to unilaterally amend, modify or terminate the Plan at any time,
including amending the Plan as it deems necessary or desirable to avoid adverse tax consequences
under Section 409A of the Internal Revenue Code of 1986, as amended.