NATIONAL BEVERAGE CORP

The objectives of the Company’s compensation program are to (1) attract, motivate, develop and retain top quality executives who will increase long-term shareholder value and (2) deliver competitive total compensation packages based upon the achievement of both Company and individual performance goals. The Company expects its executives to balance the risks and related opportunities inherent in our industry and in the performance of his or her duties, and to adhere to the Company’s philosophy and business principles in order to participate in any upside opportunity once actual performance is measured.

To achieve the above goals, the Compensation and Stock Option Committee has set forth a compensation program for its Executive Officers that includes the following elements:

In order to maintain a competitive compensation program for its Executive Officers, the Compensation and Stock Option Committee, on a semi-annual basis, (a) reviews compensation practices to assure fairness, relevance, support of the strategic goals of the Company and contribution of the executive to the creation of long-term shareholder value, (b) considers the relevant mix of compensation components and (c) implements a compensation plan that reasonably allocates a portion of each executive’s total compensation to incentives and other forms of longer-term compensation linked to Company and individual performance, and the creation of shareholder value.

It is the policy of the Company that any director, officer or other employee of the Company is prohibited from engaging in transactions in publicly-traded options for the Company’s securities, such as puts, calls and other derivative securities, on an exchange or in any other organized market. Directors, officers and other employees are also prohibited from purchasing the Company’s securities on margin and engaging in hedging or monetization transactions, such as zero-cost collars and forward sales contracts.