OVERVIEW

This Code of Conduct (“Code”) has been adopted by the Board of Directors of Jones Soda Co, pursuant to the rules of the Securities and Exchange Commission (“SEC”) and the Nasdaq Stock Market (“Nasdaq”). This Code is applicable to all employees, officers and directors of the Company, and contains standards for

•  the honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships,
• the full, fair, accurate timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications,
• compliance with applicable governmental laws, rules and regulations,
• prompt internal reporting of violations of this Code, and
• accountability for adherence to this Code.

Compliance Officers.

The Company has designated (a) the Company’s Principal Financial Officer as its Compliance Officer to administer this Code with respect to employees, and (b) the Chairman of the Audit Committee to administer this Code with respect to officers and directors. You may, at your discretion, make any report or complaint provided for in this Code to the appropriate Compliance Officer.

Other Company Policies.

This Code is in addition to the Code of Ethics that applies to the Company’s Chief Executive Officer, Principal Financial Officer, Controller and Accounting / Finance Personnel. Also, this Code is in addition to the Company’s other policies and guidelines with respect to its employees, officers and directors as contained in the Company’s employee handbook.

CODE OF CONDUCT

1. Conflicts of Interest. While it is not possible to identify every activity that might give rise to a conflict of interest, a conflict of interest may exist whenever a relationship of an employee, officer or director, or one of his or her family members, is inconsistent with the Company’s best interests or could cause a conflict with job responsibilities or the Company’s business. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the Compliance Officer. If you become aware of a conflict or potential conflict, you should bring it to the attention of the Compliance Officer. 1000 1st Ave S, Suite 100 T 206-436-8734 Seattle, WA 98134 F 866-652-4166 www.jonessoda.com {00343798.DOC;2}

2. Compliance with Applicable Laws. All employees, officers and directors of the Company should comply with all governmental laws, rules and regulations applicable to the Company.

3. Public Company Reporting. As a public company, it is of critical importance that the Company’s filings with the SEC, and other public communications, contain full, fair, accurate, timely and understandable disclosure. Depending on their respective positions with the Company, employees, officers or directors may be called upon to provide information necessary to assure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility seriously and to provide prompt and accurate answers to inquiries from the Company’s officers, directors, auditors or attorneys related to the Company’s public disclosure requirements. With respect to any inquiries from other third-parties (such as analysts, members of the media and others), such inquiries should be directed to specifically designated persons who are authorized to respond, and such designated persons shall keep the Company’s board of directors advised as to the content and scope of each such inquiry and response.

4. Reporting Any Illegal or Unethical Behavior. Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Anyone who believes that a violation of this Code or other illegal or unethical conduct by any employee, officers or director has occurred or may occur should promptly contact the Compliance Officer. Alternatively, any employee of the company may submit, on a confidential and anonymous basis if the employee so desires, directly to the Audit Committee any concerns regarding financial statement disclosures, accounting, internal accounting controls, auditing matters or violations of this Code. To make a confidential and anonymous submission directly to the Audit Committee, an employee should send a written summary of his or her concern in a sealed envelope to the following address: Jones Soda Co., Attention: Chairman of Audit Committee, 66 S Hanford St, Suite 150, Seattle, WA 98134. The mailing envelope must contain a clear notation indicating “To Be Opened Only by Audit Committee.” The Compliance Officer will forward any such envelopes received promptly and unopened to the Audit Committee Chair. If an employee, would like to discuss any matter with the Audit Committee, the employee should indicate this in the written submission and include a telephone number or other means by which he or she can be reached, should the Audit Committee determine that such communication is appropriate. Any such reports may be made confidentially or anonymously. In addition, the Company has implemented an online “Whistle Blower” procedure regarding accounting, internal controls and auditing matters through an online system hosted by Silent Whistle. This site can be accessed by going to https://jonessoda.alertline.com. Confidentiality will be protected, subject to applicable law, regulation or legal proceedings, as well as to applicable Company policy.

5. Protection and Proper Use of Company Assets. All employees, officers and directors should endeavor to protect the Company’s assets and ensure their efficient use. Company assets should be used for legitimate business purposes, although incidental personal use may be permitted. Theft, carelessness, and waste of the Company’s assets have a direct impact on the Company’s business and its profitability. Any suspected incident of fraud, theft or misuse should be immediately reported for investigation. The obligation of employees, officers and directors to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, copyrights and know how, as well as business, sales and marketing plans, formulation and manufacturing ideas and practices, designs, databases, records, salary and other compensation/benefit information and any unpublished financial data and reports. Unauthorized use or distribution of the Company’s proprietary information is prohibited. Unauthorized use or distribution of the Company’s proprietary information could also be illegal and may result in the imposition of civil or criminal penalties.

6. No Retaliation. The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct.

7. Amendment, Modification and Waiver. Any request for a waiver of any provision of this Code must be in writing and addressed to the Compliance Officer. If you are a director or executive officer of the Company, the request may be addressed directly to the Chairman of the Audit Committee. With regard to executive officers and directors, the Board will have the sole and absolute discretionary authority, acting upon such recommendations as may be made by the Audit Committee, to approve any waiver from this Code. Any waiver of this Code with respect to executive officers and directors will be promptly publicly disclosed to the shareholders by filing a Form 8-K with the SEC, or by such other selected by the Board of Directors in conformity with applicable SEC and Nasdaq rules. This Code may be amended, modified or waived by the Board of Directors, subject to disclosure requirements and other applicable SEC and Nasdaq rules.

8. Accountability. You are responsible for your adherence to this Code and will be held personally accountable. Your failure to observe the terms of this Code may result in disciplinary action, which may include immediate termination.

Approved by Jones Soda Board of Directors on September 28, 2005

CODE OF ETHICS

Code of Ethics for Chief Executive Officer, Chief Financial Officer, Controller and Accounting / Finance Personnel

Jones Soda Co. (the “Company”) is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics, and to full and accurate financial disclosure in compliance with applicable law. This Code of Ethics, applicable to the Company’s Chief Executive Officer, President, Chief Financial Officer and Controller or Chief Accounting Officer (or persons performing similar functions) (together, the “Senior Officers”), sets forth specific policies to guide such persons in the performance of their duties.

As a Senior Officer, he or she must not only comply with applicable law, but also must engage in and promote honest and ethical conduct and abide by this Code and the Company policies and procedures that govern the conduct of our business. His or her leadership and responsibilities include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages employees to raise concerns, and promptly addressing employee compliance concerns.

Any Senior Officer seeking a waiver of this Code of Ethics must first make full disclosure of the particular circumstances to the Board of Directors. Amendments to and waivers of this Code of Ethics must be decided by the Board of Directors and will be promptly disclosed publicly if required by applicable law or regulation.

This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern the Senior Officers in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity. Each such person agrees that she or he will:

• Act in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest in personal and professional relationships. Before making any investment, accepting any position or benefits, participating in any transaction or business arrangement or otherwise acting in a manner that creates or appears to create a conflict of interest, he or she must make full disclosure of all facts and circumstances to, and obtain the written approval of, the Board of Directors;
• Abide by Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the US Securities and Exchange Commission or the securities commission of any state or province, and in all other public communications made by the Company. He or she is required to abide by Company standards, policies and procedures designed to promote compliance with this policy. He or she must provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in all reports and other documents that the Company files with, or submits to, the SEC, other government agencies, any stock exchanges and in other public communications;
• Promptly to bring to the attention of the Audit Committee any material information of which he or she may become aware concerning (a) any inaccuracies, inconsistencies or material omissions in the Company’s disclosures in its public filings, (b) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data, or (c) fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls;
• Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies;
• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be improperly influenced;
• Respect and maintain the confidentiality of information acquired in the course of one’s work, except when authorized or otherwise legally obligated to disclose, and not use any such confidential information for personal advantage;
• Share knowledge and maintain skills important and relevant to the responsibilities set out in this Code;
• Promote responsible use of, and control over, all corporate assets and resources employed or entrusted, and not use corporate assets, information, or position for personal gain; and
• Adhere to the Code and promptly report to the Audit Committee any conduct that the individual believes to be a violation of law, business ethics, or any provision of the Code, or involving any actual or apparent conflict of interest involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

From time to time, the Company may require each such person to certify that he or she has not violated this Code of Ethics and is not aware of any violation of this Code of Ethics by any other person.

Violations of this Code of Ethics will be viewed as a serious disciplinary matter that may result in action ranging from a reprimand, to suspension, to termination of employment, and may include possible criminal prosecution. No one will be subject to retaliation because of a good faith report of a suspected violation.

This Code of Ethics may be amended or waived only by approval of the Company’s Board of Directors. Unless the SEC rules and regulations otherwise provide, amendments and waivers of any provision of this Code of Ethics must be promptly disclosed in accordance with SEC regulations, including an explanation for the waiver. Waivers include, among other things, a material departure from a provision of this Code. Implicit waivers include the Company’s failure to take action with respect to violations of Code provisions within a reasonable time following the Company’s receipt of notice of the violation.

Adopted: March 29, 2004

Purpose

The primary function of the Audit Committee (the “Committee”) is to assist the Board of Directors of Jones Soda Co. (the “Company”) in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to shareholders and others, the systems of internal control which management and the Board of Directors have established, and the Company’s audit and financial reporting process.

The function of the Committee is to provide oversight; it is the responsibility of the Company’s management to maintain appropriate systems for accounting and internal control, and it is the responsibility of the Company’s independent auditors to plan and carry out a proper audit. The independent auditors are ultimately accountable to the Board of Directors and the Committee, as representatives of the Company’s shareholders. The Committee has the sole authority to select, evaluate, and, where appropriate, replace the independent auditors.

The Committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent auditors. The Committee serves a Board-level oversight role in which it provides advice, counsel and direction to management and the independent auditors on the basis of information it receives, discussions with the accountants and the experience of the Committee’s members in business, financial and accounting matters. The Committee regularly reports to the Board on the Committee’s activities.

Committee Composition

Number and Appointment. The Committee shall be comprised of three or more directors, who shall be appointed annually and subject to removal at any time, by the Board of Directors.

Independence. Each Committee member shall meet the independence requirements set out by the rules of The Nasdaq Stock Market (“Nasdaq”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). No member of the Audit Committee shall receive any compensation from the Company other than his or her Directors’ fees, benefits and expense reimbursement.

Financial Literacy. Each Committee member shall be financially literate, having a basic understanding and knowledge about financial and auditing matters, financial controls and reporting, and must be able to read and understand financial statements. At least one Committee member shall also have accounting or related financial management expertise to qualify as a “financial expert” (as defined by the SEC and Nasdaq requirements).

Authority. The Committee shall have sole authority, without further Board approval, to appoint, determining funding for, and oversee the Company’s independent auditors. The Committee has the authority to investigate any activity of the Company within its scope of responsibilities, and shall have unrestricted access to members of management and all information relevant to its responsibilities. All employees are directed to cooperate as requested by members of the Committee. The Committee shall be provided the resources and authority necessary to discharge its duties and responsibilities and is empowered to retain persons having special competence as necessary, including engaging independent counsel or other advisors. The Committee is authorized to form and delegate authority to subcommittees as appropriate. The Committee shall perform all such other functions and activities as required by law or the Company’s bylaws or assigned to it by the Board of Directors.

Specific Responsibilities and Duties

To fulfill its responsibilities the Committee shall do the following, which is not intended to be an exhaustive list, and the Committee shall take such other action as it determines reasonable, necessary or appropriate to carry out the purposes of the Committee:

Relationship with Independent Auditors. The Committee shall bear primary responsibility for overseeing the Company’s relationship with its independent auditors. In carrying out this responsibility, the Committee shall:

• select, retain and terminate, if appropriate, the Company’s independent auditors;
• review the scope and extent of audit services to be provided and the audit planning and staffing, including the engagement letter, prior to the annual audit, and review and pre-approve all audit fees to be charged by the independent auditors;
• review the independent auditors’ annual written statement pursuant to Independence Standards Board Standard No. 1, outlining any relationships that may impact their independence or objectivity;
• review and pre-approve any additional or permitted non-audit services to be provided by the independent auditors;
• enable direct communication between the independent auditors and the Committee at all times, and instruct the independent auditors to report directly to the Committee any serious difficulties or disputes with management;
• review with management and the independent auditors the financial statements and disclosures to be included in the Company’s annual or quarterly reports to be filed with the SEC prior to filing;
• obtain and review a report by the Company’s independent auditors describing the independent auditor firm’s internal quality-control procedures, review any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, and any steps taken to deal with any such issues, and (assess the auditors’ independence) all relationships between the independent auditors and the Company;
• review the audit process with management and the independent auditors, upon completion of their annual audit, to discuss, identify or evaluate: (i) the cooperation received by the independent auditors from management, including access to all requested information; (ii) any instances where management has obtained “second opinions” from other external auditors; (iii) any disagreements with management that, if not satisfactorily resolved, would have caused the auditors to modify their report on the financial statements; (iv) management’s comments regarding the audit; (v) any restrictions placed by management on the scope of the audit, and (vi) any other matters the Committee deems appropriate;
• inquire of management and the Company’s independent auditors concerning any deficiencies or material weaknesses in the Company’s policies and procedures that could adversely affect the adequacy of internal controls and the financial reporting process, review the timeliness and reasonableness of proposed corrective actions, and monitor such actions;
• discuss with the Company’s independent auditors the results and findings of any PCAOB audits or other investigations with respect to such independent auditor firm, and the Committee may request the Company’s independent auditors provide the Committee with a copy of any such findings;
• meet periodically with the independent auditors in private session (without the participation of management); and
• approve the Committee’s report included in the proxy statement for the Company’s annual meeting of shareholders, and such other reports as may from time to time be necessary or appropriate.

Financial Reporting Process. The Committee shall monitor the preparation by management of the Company’s quarterly and annual external financial reports and quarterly earnings announcements. In carrying out this responsibility, the Committee shall:

• review periodically, with and without management, the Company’s internal accountants and the independent auditors, the adequacy of the Company’s accounting and financial personnel and any relevant recommendations concerning internal controls, accounting principles, critical accounting policies, significant judgments or estimates, other material written communications between the independent auditors and management, and accounting/reporting systems;
• review the effect of any important new pronouncements of the accounting profession and other regulatory bodies on the Company’s accounting and reporting policies, and consider and approve, if appropriate, changes to the Company’s accounting principles and practices;
• review the accounting and reporting treatment of any significant transactions outside the Company’s ordinary operations including the existence of any off balance sheet transactions;
• discuss with the independent auditors any significant changes in auditing standards or their audit scope;
• review, investigate and act upon any concerns or complaints received by the Company regarding its accounting, internal control, or auditing matters; and
• review the internal accounting department’s staffing, budget and responsibilities, and enable direct communication between the Committee and the Chief Financial Officer and any member of the internal accounting department at any time, as needed, to address concerns.

Internal Controls. Additionally, the Committee shall:

• review with the independent auditors and management the integrity of the Company’s financial reporting processes (internal and external) and the internal controls over financial reporting and disclosure controls and procedures, including any identified significant deficiencies or material weaknesses and the planned remediation of those control deficiencies;
• consider whether any changes to the internal controls over financial reporting or disclosure controls and procedures are appropriate in light of management’s assessment as to the effectiveness of internal controls over financial reporting and the independent auditor’s report, if applicable; and
• review with management the internal controls to prevent and detect fraud on the part of management, employees or people external to the Company.

Legal Compliance and Risk Management. The Committee shall also:

• review the process for assessment of major financial risk exposure monitoring and control by management including areas of risk in the Company’s internal and external environment;
• review the Company’s Code of Ethics and Code of Conduct in consultation with the Compensation and Governance Committee, in accordance with the applicable rules of Nasdaq and the SEC and review with management the systems to monitor compliance with these standards and applicable legal requirements;
• review the process for the confidential and anonymous submission of complaints and concerns by Company employees, and ensure that any complaints received by the Company or the Committee regarding accounting, internal control or auditing matters are reviewed, investigated and acted upon;
• review periodically with management and the Board of Directors any legal and regulatory matters that may have a material impact on the Company’s financial statements, compliance policies, and compliance programs;
• review with management the Company’s systems to monitor compliance with applicable legal requirements;
• review and approve or ratify all significant related party transactions and potential conflict of interest situations;
• review, investigate and act upon any claims or instances of fraud with respect to the Company’s financial records, financial reporting or accounting on the part of management, employees or people external to the significant cases of misconduct or fraud; and
• review any inquiries related to accounting or financial reporting matters received from the SEC or other agencies, and management’s response thereto.

Meetings

The Committee shall meet at least four times per year, and may hold additional meetings as often as may be necessary or appropriate, in the discretion of the Chairperson of the Committee. The Chairperson of the Committee may communicate with the independent auditors to review the agenda and solicit input on any additional topics that should be covered. Meetings may be held in person or telephonically.

Attendance

Members of the Committee are expected to use all reasonable efforts to attend each meeting. As necessary or desirable, the Chairperson may request that members of management, the internal accounting department, or representatives of the independent auditors be present at meetings of the Committee.

Minutes

Minutes of each meeting shall be prepared under the direction of the Chairperson of the Committee and circulated to Committee members for review and approval. Copies are to be made available to the Company’s independent auditors and lawyers upon request.

This Charter is intended to provide a set of guidelines for the effective functioning of the Committee. Accordingly, the Committee will periodically review and reassess the adequacy of this Charter. The Committee may modify or amend this Charter and the authority and responsibilities of the Committee as necessary at any time. The Committee shall periodically perform an evaluation of the Committee’s performance and make applicable recommendations for improvement.

Revised: March 4, 2013

COMPENSATION AND GOVERNANCE COMMITTEE CHARTER

General

The Compensation and Governance Committee (the “Committee”) shall be appointed by the Board of Directors (the “Board”) of Jones Soda Co. (the “Company”). The primary functions of the Committee are to (i) assist the Board with its responsibilities relating to compensation of the Company’s Chief Executive Officer and other executives, employees and directors who are not employees of the Company, (ii) advise the Board in connection with the Company’s retirement, welfare and other benefit plans, and (iii) develop, update, as necessary, and recommend to the Board corporate governance principles and policies, applicable to the Company, and monitor compliance with such principles and policies. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.

Membership Requirements

The Committee shall be composed of at least two members. Each member of the Committee shall be a member of the Board and shall (i) meet the independence requirements established by the Board and applicable laws, regulations and listing requirements (including any applicable exemptions to such independence requirements), (ii) be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and (iii) be an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code. If the Company’s securities are not listed on national securities exchange, the Committee intends to comply with the independence requirements of The Nasdaq Stock Market.

The members of the Committee shall be appointed annually by the Board, at its annual meeting or as necessary to fill vacancies in the interim. In appointing Committee members, the Board shall consider whether the director is affiliated with the Company, a subsidiary, or an affiliate of a subsidiary in order to determine whether such affiliation would impair the director’s independent judgment as a member of the Committee. The Board shall designate one of the Committee members as Chairperson. The Board may remove any member from the Committee at any time with or without cause. The Committee when appropriate may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee, the Board or Company officers.

Committee members may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any Company subsidiary. Compensatory fees do not include fees received as a member of the Compensation Committee, the Board, or any other Board Committee, or fixed amounts received under a retirement plan for prior service with the Company, as long as such compensation is not contingent on continued service.

Compensation Consultants

The Committee may, in its sole discretion and without seeking Board approval, retain, obtain advice from or terminate any consultant, legal counsel or other adviser. The Committee -shall have sole authority regarding the appointment, compensation and fees, retention terms and oversight of the work of any such advisor. Before selecting or receiving advice from any such adviser (not including any in-house legal counsel), the Committee will consider factors which the Board deems appropriate to determine the independence of the adviser. Such factors may include the independence factors set forth in the listing rules of The Nasdaq Stock Market, as may be amended from time to time. Nothing in this Charter requires an outside adviser to be independent, but only that the Committee considers the independence factors before selecting or receiving advice from the adviser. No independence investigation shall be required for advisers that act in a role limited to the following activities: (a) consulting on any broad-based plan that does not discriminate in scope, terms or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; or (b) providing information that either is not customized for a particular issuer or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.

Duties, Responsibilities and Authority

The Committee shall:

Compensation Philosophy and Goals

1. Develop and recommend to the Board, for approval, an executive compensation philosophy and establish, annually review and recommend to the Board, for approval, policies regarding executive compensation programs and practices.

CEO and Executive Compensation

2. Review, solicit input from the entire Board and recommend to the Board, for its approval, corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives and recommend to the Board, for its approval, the Chief Executive Officer’s compensation based on this evaluation. The Chief Executor Officer may not be present during voting or deliberation of his or her compensation.
3. Review the Chief Executive Officer’s recommendations and recommend to the Board for its approval the annual compensation for the Company’s other executive officers and employees designated by the Committee (“Specified Executives”).
4. Establish and oversee annual and long-term incentive compensation plans for the CEO and the Specified Executives.
5. Recommend to the Board for its approval and, where appropriate, submission to the Company’s shareholders, incentive compensation plans and equity-based plans.
6. Recommend to the Board for its approval changes to compensation policies and programs for the CEO and the Specified Executives.
7. Review and recommend to the Board for its approval all executive employment, compensation, retirement and termination arrangements.
8. Determine procedures for the Board’s review of the Chief Executive Officer and for communicating such review to the Chief Executive Officer.
9. Receive from the CEO his/her review of the Specified Executives and review such evaluations.

Stock Ownership Guidelines

10. Develop, periodically review and recommend to the Board director and executive stock ownership guidelines and monitor progress toward meeting ownership guidelines.

General Compensation and Benefits Matters

11. Consult periodically with the Chief Executive Officer and the top person in charge of Human Resources, regarding compensation and benefit matters deemed appropriate by them or the members of the Committee.
12. Provide oversight regarding the Company’s retirement, welfare and other benefit plans, policies and arrangements on an as-needed basis.

Tax-Qualified & Nonqualified Benefit Plans

13. Recommend to the Board for Board action (i) all Internal Revenue Service taxqualified retirement plans and all plan amendments that are non-administrative in nature, and (ii) all nonqualified benefit plans and all plan amendments that are non-administrative in nature.
14. Approve and recommend to the Board for its action:
    • the designation of the trustee and the execution of trust agreements for any such plan or plans;
    • the termination, merger or consolidation of any such plan or plans; and
    • the extension of plan participation to employees of affiliates or subsidiaries.

15. Periodically review plan administration, participation and regulatory compliance of nonqualified plans.

Incentive Plans

16. Review management’s recommendations for other nonexecutive corporate incentive plans and annually review plan goals and results.
17. Review and approve all equity awards granted to employees, including executive officers.

Reports

18. Prepare the report on executive compensation required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

Board Compensation

19. Review director compensation practices in relation to comparable companies.
20. Recommend to Board, as appropriate, revisions to director compensation practices.

Board Leadership

21. Develop and recommend to the Board procedures for selection of the Chairperson of the Board.
22. Develop and recommend to the Board procedures for the Board’s review of the Chairperson of the Board, and for communicating such review to the Chairperson of the Board.

Board Relationship to Senior Management

23. Monitor the process and scope of director access to Company management and employees and the communications between directors and Company management and employees.

Meeting Procedures

24. Develop, in consultation with the Chairperson of the Board and the CEO, an annual meeting calendar for the Board.
25. Ensure that executive sessions take place regularly in conjunction with scheduled Board meetings.
26. Develop a process for preparing agendas for, organizing and running Board meetings in coordination with the Chairperson and CEO.
27. Determine the subject matter, detail and appropriate timing for distribution of Board materials to allow directors adequate time to review materials and prepare for meetings.

Board Committee Matters

28. Recommend to the Board, as appropriate, the number, type, functions, structure and independence of committees.
29. Annually recommend to the Board director membership on Board committees, and advise the Board and/or committees with regard to selection of Chairpersons of committees.
30. Establish and coordinate with the applicable committee Chairperson criteria and method for evaluating the effectiveness of the committees.

Management Selection and Development

31. Determine procedures for selection of the CEO and, in consultation with the CEO, other senior management.
32. Develop guidelines for and monitor compliance with long-range succession planning.
33. Develop and maintain, in consultation with the Board and the CEO, a short-term succession plan for unexpected situations affecting the CEO and senior management.
34. Monitor procedures relating to executive development.

Director Orientation and Continuing Education

35. Periodically review and recommend revisions, as appropriate, to the Company’s director orientation program.
36. Monitor, plan and support budgeted continuing education activities of the directors.

Governance Policies

37. Develop and periodically review and recommend to the Board, in consultation with the Audit Committee, appropriate revisions to a code of conduct applicable to the Company’s directors, officers and employees pursuant to, and, at a minimum to the extent required by, regulations applicable to the Company from time to time.
38. Develop and periodically review and recommend to the Board, in consultation with the Audit Committee, appropriate revisions to a code of ethics applicable to the Company’s senior financial officers pursuant to, and, at a minimum to the extent required by, regulations applicable to the Company from time to time.
39. Monitor compliance with and the effectiveness of the aforementioned codes.
40. Consult with and support the Audit Committee with respect to the establishment of (a) procedures for receipt, retention and treatment of complaints regarding the Company’s accounting, internal controls and auditing matters; and (b) procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
41. Develop, review and recommend to the Board, as appropriate, other principles and policies relating to corporate governance; and monitor compliance with, and the effectiveness of, such principles and policies, as appropriate.

Meetings

In accordance with the applicable provisions of the Company’s Bylaws, as amended from time to time, the Committee shall meet at such times and places, as the members deem advisable, and shall make such recommendations to the Board as the Committee considers appropriate. When appropriate, the Committee may meet in separate executive session with other independent directors, management, employees, general counsel, internal audit, the independent auditor or other consultants or advisors it may retain to discuss matters that the Committee or the other groups believe warrant Committee attention. The Committee will meet periodically in executive sessions of only the Committee members and, if invited by the Committee in its sole discretion, other independent members of the Board.

Minutes

Minutes of each meeting shall be prepared by the Committee Chair or by his/her designee and sent to Committee members. Following an initial review by the Committee members, the Committee will provide the minutes to the Board. The Secretary of the Company shall archive the approved minutes. The Committee will also report to the Board on any significant matters arising from the Committee’s work, including awards for top executives and special executive employment, compensation and retirement arrangements.

Evaluation

The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to the Board. The Committee shall obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations.

Revised: March 4, 2013

NOMINATING COMMITTEE CHARTER

General

The Nominating Committee (the “Committee”) shall be appointed by the Board of Directors (the “Board”) of Jones Soda Co. (the “Company”). The primary function of the Committee is to (i) identify individuals qualified to become members of the Board and (ii) approve and recommend to the Board director candidates. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.

Composition and Delegation

The Committee shall be comprised of at least two members. Each member of the Committee shall be a member of the Board and meet the independence standards required by the Board and applicable laws, regulations and listing requirements. The Board shall designate one of the Committee members as Chairperson. The Board may remove any member from the Committee at any time with or without cause. The Committee when appropriate may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee, the Board or Company officers.

The Committee shall have sole authority to retain and terminate any search firm that is used to identify director candidates and the sole authority to approve fees and other retention terms. As the Committee deems appropriate, it may also retain independent counsel, accounting and other consultants to assist the Committee without seeking further Board approval with respect to the selection, fees or retention terms for any such advisers.

Duties and Responsibilities

The Committee shall:

Director Selection

1. Review, approve and recommend for Board consideration director candidates based on the Director Selection Guidelines outlined in Exhibit A to this Charter, and advise the Board with regard to nomination or election of director candidates.
2. Periodically review, approve and recommend to the Board appropriate revisions to the Director Selection Guidelines outlined in Exhibit A to this Charter.
3. Determine procedures for the review, approval and recommendation of director candidates, as appropriate.

Board and Board Performance

4. Periodically review and recommend to the Board the appropriate size of the Board.
5. Periodically review appropriateness of any restrictions on Board service, such as term limits and retirement policy.
6. Recommend to Board standards regarding Company’s definition of “independence” as such term relates to directors (taking into account, among other things, Nasdaq requirements, or those of other applicable trading exchange or quotations system, and any other laws and regulations applicable to the Company).
7. Establish performance criteria/expectations for directors in areas of attendance, preparedness, candor and participation.
8. Establish, coordinate and review with Chairperson of Board criteria and method for evaluating the effectiveness of the Board.

Meetings

In accordance with the applicable provisions of the Company’s Bylaws, as amended from time to time, the Committee shall meet at such times and places as the members deem advisable, and shall make such recommendations to the Board as the Committee considers appropriate. When appropriate, the Committee may meet in separate executive session with other independent directors, management, employees, general counsel, internal audit, the independent auditor or other consultants or advisors it may retain to discuss matters that the Committee or the other groups believe warrant Committee attention. The Committee will meet periodically in executive sessions of only the Committee members and, if invited by the Committee in its sole discretion, other independent members of the Board.

Minutes

Minutes of each meeting shall be prepared by the Committee Chairperson or by his/her designee and sent to Committee members. Following an initial review by the Committee members, the Committee will provide the minutes to the Board. The Secretary of the Company shall archive the approved minutes. The Committee will also report to the Board on any significant matters arising from the Committee’s work.

Evaluation

The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to the Board. The Committee shall obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations.

EXHIBIT A
JONES SODA CO.

Director Selection Guidelines

The Charter of the Nomination Committee (the “Committee”) of the Board requires the Committee to develop and periodically review and recommend to the Board appropriate revisions to these Director Selection Guidelines. The following guidelines have been adopted by the Board upon the recommendation of the Committee.

Director Qualifications

When considering potential director candidates for nomination or election, directors should consider the following qualifications, among others, of each director candidate:

1. High standard of personal and professional ethics, integrity and values;
2. Training, experience and ability at making and overseeing policy in business, government and/or education sectors;
3. Willingness and ability to keep an open mind when considering matters affecting interests of the Company and its constituents;
4. Willingness and ability to devote the required time and effort to effectively fulfill the duties and responsibilities related to Board and committee membership;
5. Willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of the Company’s business affairs;
6. Willingness not to engage in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to the Company and its constituents; and
7. Willingness to act in the best interests of the Company and its constituents, and objectively assess Board, committee and management performances.

Board Composition Selection Criteria

The Board believes that its effectiveness depends on the overall mix of the skills and characteristics of its directors. Accordingly, the following factors, among others, relating to overall Board composition should be considered when determining Board needs and evaluating director candidates to fill such needs:

1. Independence;
2. Diversity (e.g., age, geography, professional, other);
3. Professional experience;
4. Industry knowledge (e.g., relevant industry or trade association participation);
5. Skills and expertise (e.g., accounting or financial);
6. Leadership qualities;
7. Public company board and committee experience;
8. Non-business-related activities and experience (e.g., academic, civic, public interest);
9. Board continuity (including succession planning);
10. Board size;
11. Number and type of committees, and committee sizes; and
12. Legal and other applicable requirements and recommendations, and other corporate governance-related guidance regarding board and committee composition.

Selection Procedures

Potential director candidates should be referred to the Chairperson of the Committee for consideration by the Committee and possible recommendation to the Board. The Committee shall maintain a list of director candidates to consider and propose to the Board, as required. If necessary or desirable in the opinion of the Committee, the Committee will determine appropriate means for seeking additional director candidates, including engagement of any outside consultant to assist the Committee in the identification of director candidates.

The Committee will consider candidates recommended by shareholders. Shareholders wishing to suggest director candidates should submit their suggestions in writing to the Chairperson of the Committee, c/o the Corporate Secretary, providing the candidate’s name, biographical data and other relevant information.

The Committee shall decide on the appropriate means for the review and approval of individual director candidates, including current directors, and the recommendation of director candidates to the Board. In the event of a vacancy on the Board, the Chairperson of the Committee shall initiate the effort to identify appropriate director candidates.