Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 4, 2007, the board of directors of Jones Soda Co. (the Company) accepted the resignation of Peter M. van Stolk as chief
executive officer and chairman of the board of directors of the Company effective as of December 31, 2007. In addition, on December 4, 2007, the Company entered into a Memorandum of Understanding (the MOU) with Mr. van Stolk,
pursuant to which the Company and Mr. van Stolk agreed that Mr. van Stolk will remain as a member of the Companys board of directors. The MOU also provides that Mr. van Stolk shall be entitled to receive separation payments in
the aggregate amount of $225,000 per year for two years following his resignation, payable in equal monthly installments, and that the Company will make an additional payment of $100,000 to Mr. van Stolk on January 18, 2008, provided that this
additional payment is subsequently donated by Mr. van Stolk to a designated charity to which Mr. van Stolk had previously made a commitment. In addition, the MOU provides that the Company and Mr. van Stolk have agreed to enter into a
definitive severance agreement which will contain, among other things, covenants regarding non-disparagement, non-competition, non-solicitation and confidentiality. Until the date of the execution of the severance agreement, Mr. van Stolk has
agreed to abide by the surviving terms of his current employment agreement with the Company.
On December 4, 2007, the Companys board
of directors appointed Scott Bedbury to the position of interim chairman of the board of directors and Stephen C. Jones to the position of interim chief executive officer, in each case, effective as of January 1, 2008. The Company has commenced
a search for a new chief executive officer.
Mr. Bedbury, 50, has served as one of the Companys directors since August 2003.
Mr. Bedbury is currently chief executive officer of Brandstream, an independent brand consultancy, and a speaker for the Leigh Bureau. Mr. Bedbury was a senior vice president of marketing at Starbucks from 1995 to 1998. Prior to that, he
spent seven years as head of advertising for Nike, where he launched the Just Do It campaign. As chief executive officer of Brandstream, Mr. Bedbury has provided brand consulting to such companies as Coca Cola, Mattel Inc,
Microsoft, Merck, Disney and Procter and Gamble. In addition, Mr. Bedbury is the author of
A New Brand World: Eight Principles for Achieving Brand Leadership in the 21st Century.
Mr. Bedbury holds a Bachelor of Arts degree from the
University of Oregon.
Mr. Jones, 51, has served as one of the Companys directors since March 2006. Mr. Jones is currently a
consultant to Denneen and Company, a Boston-based strategy consulting business, where he served as president and partner from October 2006 to June 2007. Since June 2007 Mr. Jones has served as vice president of Calabria Mia Fine Foods, an Italian
food producer and distributor, and since 2003 he has been the chief executive officer of Brand Ignition Group, a private company that works with private equity funds to identify and acquire emerging high growth consumer products companies, of which
he was also a founder. From 1986 to 2003, Mr. Jones worked in various positions with The Coca-Cola Company, most recently serving as its chief marketing officer.
A copy of the Companys press release dated December 4, 2007 announcing Mr. van Stolks resignation and the appointment of Messrs. Bedbury and Jones, as interim chairman of the board of directors and
interim chief executive officer, respectively, is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In addition, a copy of the MOU is attached to this Current Report on Form 8-K as Exhibit 10.1 and
is incorporated herein by reference.