exv10w1



 





EXHIBIT 10.1




Tuesday, July 24, 2007




WITHOUT PREJUDICE




DELIVERED TO: Tina Dell’Aquila




Dear Tina




Re: Cott Corporation (“Cott”) – Termination of Employment



We are writing to notify you that your employment with Cott is hereby terminated without cause,
effective October 26th 2007.



Cott appreciates your contribution to the corporation and with a view to resolving all matters on
an amicable basis, has prepared the following severance arrangements:




1. Date of Termination



The effective date of termination of employment is October 26th, 2007 (the “Termination Date”).




2. Accrued Salary and Vacation Pay



You will be paid your salary and accrued vacation pay to the Termination Date. These payments will
be less applicable statutory deductions and withholdings and paid in a lump-sum payment during the
next pay period immediately following the Termination Date.




3. Severance Payment and Out-Placement



As outlined in your Retention, Severance and Non-Competition Plan dated May 11, 2007 and in the
Amended and Restated Retention, Severance and Non-Competition Plan dated June 25, 2007
(Collectively, the “Retention Agreement”) we have agreed to pay you a lump-sum payment equal to 2
times your annual base salary, car allowance, bonus at target and a prorated bonus for the current
bonus year, as outlined below. You will receive these payments on the next pay run after the
Termination Date. Such payments will be made on the basis that you will continue to perform your
duties and our agreement to make such payments will be null and void if the reason for termination
is Cause or resignation without Good Reason (as such terms are defined in the Retention Agreement)
before the Termination Date.



The payment will be equal to $1,305,563 (less applicable withholdings, calculated as
follows;



Annual Base Salary ($307,500) + Car Allowance ($16,000) + Bonus @ Target ($199,875) to equal a
Total $523,375 Multiple by 2 X = $1,046,750 + Plus Pro-rated Bonus @ Target equal to 10
months (6 months @ 100% of Annual Base Salary including Premium ($192,188) and 4 months @ 65% of
Annual Base Salary ($66,625)) = $258,812.50


 









 






Your Performance Share Units (PSU) awards in 2006 and 2007 will be vested based on a pro rated
basis based on your target (100%) award, that is 2/3 of the 2006 award at target and
1/3rd of the 2007 award at target will be vested (totalling 16,188 PSU’s, in the
aggregate), subject to, and without any limitation to, any additional rights you may have under the
Retention Agreement, including without limitation, additional rights arising on a Change of Control
during a Change of Control Window (as such terms are defined in the Retention Agreement). Your pro
rata entitlement described above will be paid to you on the first pay period following October
26th, 2007 as a cash payment based on the closing price of the Cott Stock on the TSX on
your Termination Date (subject to adjustment under the terms of the Retention Agreement arising on
a Change of Control during a Change of Control Window). Such amounts will be less applicable
withholdings



In addition, we will pay for the cost of the following outplacement services for a maximum of six
(6) months with Right Management Consultants: Executive Service.




4. Benefits



We confirm that the following benefits will continue for a period of 24 months following the
Termination Date specifically Extended Health Care and Dental including the Health Care Spending
Account, Basic Life Insurance, Dependent Life and Accidental, Death and Dismemberment.All other
benefits will terminate effective October 26th, 2007.




5. Expenses



To the extent that you have incurred any proper travel, entertainment or other business expenses,
you will be reimbursed in accordance with Cott’s policy. All expense reports must be submitted
within 30 days of your Termination Date.




6. Stock Options/Share Purchase Plan/DPSP/RSP



All of your rights with respect to vested stock options that you hold personally will continue
after the termination of your employment, subject to the provisions of the Cott’s Restated 1986
Common Share Option Plan as amended (the “Option Plan”), for 60 days following the Termination
Date, and thereafter such options shall be null and void.



All other rights under Cott’s share purchase plans (other than the PSU Plan under which your
entitlement shall be as described above) and other long term incentive plans, shall vest on the
Termination Date. For greater certainty, all right under these plans that have vested as of the
Termination Date will continue in accordance with and subject to the terms of the applicable plans.




7. No Other Payments



The payments and other entitlements set out in this letter including the attached schedules,
constitute your complete entitlement and Cott’s complete obligations whatsoever, including with
respect to the cessation of your employment, whether at common law, statute or contract. For
greater certainty, we confirm that you are not entitled to any further payment (including any bonus
payments), benefits, perquisites, allowances or entitlements earned or owing to you from Cott
pursuant to any employment or any other agreement, whether written or oral, whatsoever, all having
ceased on the Termination Date without further obligation from Cott. All amounts paid to you
pursuant to this letter shall be deemed to include all amounts owing pursuant to the Employment


2









 






Standards Act, 2000, and such payments represent a greater right or benefit than that required
under the Employment Standards Act, 2000.




8. Resignation & Release



You will resign as an officer and director of Cott (and any direct and indirect affiliates,
subsidiaries and associated companies) with effect as of the Termination Date. In this respect,
you agree to execute and deliver the Resignation Notice attached hereto as Schedule “1” and such
further documentation as may be required by Cott, in its sole discretion, in order to effect this
resignation. You agree to sign the Release in the form attached as Schedule “2” to this letter,
which is a condition precedent to you receiving any severance payments hereunder that are in excess
of payments required by statute.




9. Your Continuing Obligations





	 	(a)	 	You will continue to abide by all of the provisions of your Employment
Agreement through the Termination Date, and with all of the provisions of the
Retention, Agreement, through the Termination Date and thereafter following the
cessation of your employment in accordance with and subject to the terms of the
Retention Agreement.
	 
	 	(b)	 	You are required to return to Cott within five (5) business days of the
Termination Date all of the property of Cott in your possession or in the possession
of your family or agents including, without limitation, wireless devices and
accessories, computer and office equipment, keys, passes, credit cards, customer
lists, sales materials, manuals, computer information, software and codes, files and
all documentation (and all copies thereof) dealing with the finances, operations and
activities of Cott, its clients, employees or suppliers.
	 
	 	(c)	 	You will maintain the severance arrangements as set out in this letter in the
strictest confidence and will not disclose them except to your immediate family, or to
the extent that such disclosure may be required by law, or to permit you to obtain tax
planning, legal or similar advice
	 
	 	(d)	 	You will agree to cooperate reasonably with Cott, and its legal advisors, at
Cott’s request, direction and reasonable cost, in connection with: (i) any Cott
business matters in which you were involved during your employment with Cott; or (ii)
any existing or potential claims, investigations, administrative proceedings, lawsuits
and other legal and business matters which arose during your employment involving
Cott; (iii) effecting routine administrative compliance with respect to any regulatory
requirements that were applicable to Cott during the period of your employment; and
(iv) completing any further documents required to give effect to the terms set out in
this letter with respect to which you have knowledge of the underlying facts.





3









 





10. Taxes



All payments referred to in this letter will be less applicable withholdings and deductions, and
you shall be responsible for all tax liability resulting from your receipt of the payment and
benefits referred to in this letter, except to the extent that Cott has withheld funds for
remittance to statutory authorities.




11. General





	 	(a)	 	Entire Agreement: The agreement confirmed by this letter and the
attached schedules constitutes the entire agreement between you and Cott with
reference to any of the matters herein provided or with reference to your employment
or office with Cott, or the cessation thereof. All promises, representations,
collateral agreements, offers and understandings not expressly incorporated in this
letter agreement are hereby superseded and have no further effect.
	 
	 	(b)	 	Severability: The provisions of this letter agreement shall be
deemed severable, and the invalidity or unenforceability of any provision set out
herein shall not affect the validity or enforceability of the other provisions hereof,
all of which shall continue in accordance with their terms.
	 
	 	(c)	 	Full Understanding: By signing this letter, you confirm that: (i)
you have had an adequate opportunity to read and consider the terms set out herein,
including the Release attached, and that you fully understand them and their
consequences; (ii) you have been advised, through this paragraph, to consult with
legal counsel and have obtained such legal or other advice as you consider advisable
with respect to this letter agreement, including attachments; and (iii) you are
signing this letter voluntarily, without coercion, and without reliance on any
representation, express or implied, by Cott, or by any director, trustee, officer,
shareholder, employee or other representative of Cott.
	 
	 	(d)	 	Arbitration: In the event any dispute arises between you and Cott
with respect to the interpretation, effect or construction of any provisions of this
Agreement, either Cott or you may refer the matter to final and binding arbitration
without right of appeal, pursuant to the Arbitration Act, Ontario, for the disputed
matters to be determined by an arbitrator that is to be mutually agreed upon, upon
written notice to the other, whereupon, subject to the availability of such an
arbitrator, the arbitration hearing will commence within 30 days of the said notice,
without formality, with the costs of the arbitration to be shared equally between the
parties, subject to such order for costs as the arbitrator may determine in his or her
sole discretion.
	 
	 	(e)	 	Currency: All dollar amounts set forth or referred to in this letter
refer to Canadian currency.
	 
	 	(f)	 	Governing Law: The agreement confirmed by this letter shall be
governed by the laws of the Province of Ontario, Canada.





4









 





* * *



If this offer is acceptable to you once you have had an opportunity to review it, please sign the
acknowledgement below to confirm your acceptance of same and return to Sher Zaman at Queens Quay.



If you have any questions regarding the terms set out in this letter, please feel free to contact
Abilio Gonzalez or Sher Zaman.



Yours very truly,




COTT CORPORATION




Per:




	 	 	 
	/s/ Abilio Gonzalez
	 	 
	 	 	 






Enclosures:

1. Schedule “1” – Resignation Notice

2. Schedule “2” – Release




Acknowledgement and Acceptance



I acknowledge that I have been provided a reasonable period of time to review this letter and the
attached Release and Resignation Notice. I also acknowledge that I have been advised, by this
paragraph, and have had the opportunity to obtain independent legal advice and that the only
consideration for the Release is as referred to in this letter. I confirm that no other promises
or representations of any kind have been made to me to cause me to sign this acknowledgement and
acceptance.




	 	 	 	 	 
	/s/ Tina Dell’Aquila

	 	July 24, 2007	 	 
	 
	 	 	 	 
	 

Tina Dell’Aquila

	 	 

Date
	 	 






5









 






SCHEDULE “1”




RESIGNATION NOTICE




	 	 	 
	TO:

	 	COTT CORPORATION
	 
	 	 
	AND TO:

	 	ALL DIRECT AND INDIRECT AFFILIATES, SUBSIDIARIES AND ASSOCIATED

COMPANIES THEREOF
	 
	 	 
	AND TO:

	 	ALL DIRECTORS THEREOF





I, Tina Dell’Aquila confirm my resignation as a director and from all offices held by me of Cott
Corporation, including all direct and indirect affiliates, subsidiaries, and associated companies,
with effect as of October 26th, 2007.




	 	 	 	 	 
	 

	 	/s/ Tina Dell’Aquila	 	 
	 
	 	 	 	 
	 

	 	 

Tina Dell’Aquila
	 	 






6









 





SCHEDULE “2”




RELEASE AGREEMENT




     In consideration of the mutual promises, payments and benefits provided for in the annexed
Cott Corporation Retention, Severance and Non-Competition Plan and the release from Tina
Dell’Aquila (the “Employee”) set forth herein, Cott Corporation (the “Corporation”) and the
Employee agree to the terms of this Release Agreement. Capitalized terms used and not defined in
this Release Agreement shall have the meanings assigned thereto in the Plan.



     1. The Employee acknowledges and agrees that the Corporation is under no obligation to offer
the Employee the payments and benefits set forth in the annexed Plan, unless the Employee consents
to the terms of this Release Agreement. The Employee further acknowledges that he/she is under no
obligation to consent to the terms of this Release Agreement and that the Employee has entered
into this agreement freely and voluntarily.



     2. In consideration of the payment and benefits set forth in the annexed Plan and the
Corporation’s release set forth in paragraph 5, the Employee voluntarily, knowingly and willingly
releases and forever discharges the Corporation and its Affiliates, together with its and their
respective officers, directors, partners, shareholders, employees and agents, and each of its and
their predecessors, successors and assigns (collectively, “Releasees”), from any and all charges,
complaints, claims, promises, agreements, controversies, causes of action and demands of any nature
whatsoever that the Employee or his/her executors, administrators, successors or assigns ever had,
now have or hereafter can, shall or may have against the Releasees by reason of any matter, cause
or thing whatsoever arising prior to the time of signing of this Release Agreement by the Employee.
The release being provided by the Employee in this Release Agreement includes, but is not limited
to, any rights or claims relating in any way to the Employee’s employment relationship with the
Corporation or any its Affiliates, or the termination thereof, or under any statute, including, but
not limited to the Employment Standards Act, 2000, the Human Rights Code, the Workplace Safety and
Insurance Act re-employment provisions, the Occupational Health & Safety Act, the Pay Equity Act,
the Labour Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical
Leave Act, and the Americans With Disabilities Act, or pursuant to any other applicable law or
legislation governing or related to his/her employment or other engagement with the Corporation. In
no event shall this Release apply to the Employee’s right, if any, to indemnification, under the
Employee’s employment agreement or otherwise, that is in effect on the date of this Release and, if
applicable, to the Corporation’s obligation to maintain in force reasonable director and officer
insurance in respect of such indemnification obligations.



     3. The Employee acknowledges and agrees that he/she shall not, directly or indirectly, seek or
further be entitled to any personal recovery in any lawsuit or other claim against the Corporation
or any other Releasee based on any event arising out of the matters released in paragraph 2.



     4. Nothing herein shall be deemed to release: (i) any of the Employee’s rights under the



 









 







Plan; or (ii) any of the vested benefits that the Employee has accrued prior to the date this
Release Agreement is executed by the Employee under the employee benefit plans and arrangements of
the Corporation or any of its Affiliates; or (iii) any claims that may arise after the date this
Release Agreement is executed.



     5. In consideration of the Employee’s release set forth in paragraph 2, the Corporation
knowingly and willingly releases and forever discharges the Employee from any and all charges,
complaints, claims, promises, agreements, controversies, causes of action and demands of any
nature whatsoever that the Corporation now has or hereafter can, shall or may have against him/her
by reason of any matter, cause or thing whatsoever arising prior to the time of signing of this
Release Agreement by the Corporation, provided, however, that nothing herein is intended to
release any claim the Corporation may have against the Employee for any illegal conduct or
arising out of any illegal conduct.



     6. The Employee acknowledges that he/she has carefully read and fully understands all of the
provisions and effects of the Plan and this Release Agreement. The Employee also acknowledges that
the Corporation, by this paragraph and elsewhere, has advised him/her to consult with an attorney
of his/her choice prior to signing this Release Agreement. The Employee represents that, to the
extent he/she desires, he/she has had the opportunity to review this Release Agreement with an
attorney of his/her choice.



     7. In the event that the Employee is governed by the law in the United States, the employee
acknowledges that he/she has been offered the opportunity to consider the terms of this Release
Agreement for a period of at least forty-five (45) days, although he/she may sign it sooner should
he/she desire. The Employee further shall have seven (7) additional days from the date of signing
this Release Agreement to revoke his/her consent hereto by notifying, in writing, the General
Counsel of the Corporation. This Release Agreement will not become effective until seven days after
the date on which the Employee has signed it without revocation.



     8. In the event that the Employee is governed by the law in the United States, the Employee
acknowledges that, by the attached Exhibit 1, which is incorporated herein by reference, the
Corporation has informed him/her in writing of the time limits and eligibility requirements
applicable to the separation program stemming from the occurrence of a Change in Control; the
category of employees eligible for the program; and the job title and age of each employee
selected or not selected for termination as a result of the separation program.



Dated:




	 	 	 	 	 
	 

	 	/s/ Tina Dell’Aquila	 	 
	 

	 	 

	 	 
	 

	 	Employee Name:	 	 
	 

	 	Cott Corporation	 	 






Per:




	 	 	 	 	 
	 

	 	/s/ Edmund O’Keefe	 	 
	 

	 	 

	 	 
	 

	 	Name & Title: Edmund O’Keefe,	 	 
	 

	 	VP Investor Relations & Strategy	 	 
	 

	 	Development