Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 3, 2009, Peter van Stolk resigned from the Board of Directors of Jones Soda Co. (the "Company"). In his resignation letter to the Board of Directors (a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K), Mr. van Stolk stated that he was concerned with the direction of the Company and believed it was time for him to pursue other interests.

In connection with his resignation, the Company and Mr. van Stolk entered into a settlement agreement and release (the "Settlement Agreement") that settles certain obligations under the Separation Agreement and Release that was entered into between the Company and Mr. van Stolk on February 13, 2008 (the "Separation Agreement"). Under the Settlement Agreement, (1) Mr. van Stolk agreed to reduce his severance payments under the Separation Agreement by approximately $100,000 (to an aggregate of approximately $350,000) and the Company agreed to pay the remaining unpaid severance amount of $150,000 to Mr. van Stolk in a single lump sum payment, and (2) the Company agreed to terminate, effective immediately, Mr. van Stolk's noncompetition and nondisparagement obligations under the Separation Agreement and the provisions in that agreement limiting Mr. van Stolk's ability to discuss the Company's business with certain third parties.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Peter van Stolk resignation letter, dated April 3, 2009

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