Termination Letter Agreement



 Exhibit 10.1 
 Friday, June 27, 2008 
 WITHOUT PREJUDICE  
 DELIVERED TO: 
 Abilio Gonzalez 
 Dear Abilio, 
 Re: Cott Corporation (“Cott”) – Termination of Employment 
 We are writing to notify you that your employment with Cott is hereby terminated without cause, effective August 23, 2008. 
 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
(collectively, with Schedules “1” and “2,” the “Separation Agreement and Release”): 
  

	1.	Date of Termination 

 The effective date of termination of
employment is August 23, 2008 (the “Termination Date”). 
  

	2.	Accrued Salary and Vacation Pay 

 Regardless of whether you sign
this Agreement, 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 & Outplacement 

 As outlined in your
Retention, Severance and Non-Competition Plan Agreement 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 first pay run occurring at least
five business days after the later of (a) the Termination Date and (b) the date on which this Separation Agreement and General Release becomes irrevocable. 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. We agree, however,
that your compliance with our request not to come into Cott’s offices or to take on a reduced role in performance of service for Cott shall not be deemed a resignation without Good Reason. 
 The payment will be equal to $1,908,667 (less applicable withholdings), calculated as follows; 
 Annual Base Salary ($400,000) + Car Allowance ($16,000) + Bonus @ Target ($400,000) = a total amount of $816,000  







 Multiply by 2 X = $1,632,000 + Plus Pro-rated Bonus @ Target equal to 8 months ($266,667) and Buy Out of
Annual Medical Assessment ($10,000) to equal the total of $1,908,667. 
 Your participation in the Performance Share Unit Plan will cease with
immediate effect on your Termination Date. The Performance Share Unit (PSU) awards provided to you in 2006 and 2007 will be pro-rated based on your Termination date. 
 The prorated portion of your 2006 award of 15,096 PSU’s will be 13,419. 
 The prorated portion of your 2007 award of
44,313 PSU’s will be 24,618. 
 The prorated portion of your first 2008 award of 92,363 PSU’s will be 61,575. 
 The prorated portion of your second 2008 award of 184,726 PSU’s will be 61,575. 
 The total prorated portion of PSU’s 161,187. 
  

							
	Award Date	  	Vest Date	  	# of
PSU’s	  	Pro-rated
PSU’s
	1-Aug-06	  	31-Dec-08	  	15,096	  	13,419
	16-Feb-07	  	31-Dec-09	  	44,313	  	24,618
	9-May-08	  	31-Dec-08	  	92,363	  	61,575
	9-May-08	  	31-Dec-09	  	184,726	  	61,575
		  		  	TOTAL	  	161,187

 The prorated PSU’s described above may become payable to you based on the performance goals of the plan being
achieved, as provided for in the plan and as approved by the Board. Such payouts will be determined at the end of the performance cycle for each plan and will be payable at the same time that such payouts are made to other participants. This is
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). 
 The employee portion of the bonus monies you deferred from 2007 Bonus Year into the Restated Executive Incentive Share
Purchase Plan (EISPP) from your 2007 Bonus Payment will be payable back to you in the form of common share units, minus applicable taxes. The company match will be forfeited. Details of the withdrawal process can be explained to you in further
detail if you desire by the Senior Director of Compensation & Benefits. 
 In addition, we will pay for the cost of outplacement services for a
maximum of $5,000.00 with Right Management Consultants: Executive Service. 
  

	4.	Benefits 

 We confirm that, to the extent Cott may do so legally and
in compliance with its benefit plans in existence from time to time, the following benefits will continue for a period of 24 months following the Termination Date or until alternative employment is secured that provides comparable benefits: Extended
Health Care, Dental and Vision, Basic Life and AD&D and Executive Long Term Care Insurance. All other benefits will terminate effective August 23, 2008. Alternatively, you 

  

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may elect to receive a one time lump sum payment of $50,000 in lieu of continued benefits. By choosing to receive the lump sum, you agree that you will
receive no form of health, dental, vision, life, AD&D, or long term care benefits or insurance beyond the Termination Date. 
  

	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 as above) and other long-term incentive plans, including, without limitation, all rights to unvested shares under the 401k Plan and Employee Share Purchase Plan shall terminate on
the Termination Date in accordance with those plans. Rights 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.	Effect of Employment Agreement 

 The parties acknowledge and agree
that the employment agreement between Cott and you dated September 21, 2006 (the “Employment Agreement”) shall be of no further effect after the Termination Date. 
  

	8.	No Other Payments 

 Other than as set out in Section 7
of the Retention Agreement, the payments and other entitlements set out or referenced in this Separation Agreement and Release, 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, other than as set out in Section 7 of the Retention Agreement and in this Separation Agreement and Release, 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 Standards Act, 2000 and any applicable state wage
payment or wage collection law, and such payments represent a greater right or benefit than that required under the Employment Standards Act, 2000 and any applicable state wage payment or wage collection
law. 
  

	9.	Resignation & Release 

 You will resign as an officer 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 

  

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the Resignation Notice attached hereto as Schedule “1” and such further documentation as may reasonably be required by Cott, in its sole
discretion, in order to effect this resignation. You agree to sign, no earlier than your last day of active employment with Cott, the Release Agreement in the form attached as Schedule “2” to this Separation Agreement and Release and
further agree that, notwithstanding anything to the contrary in the Retention Agreement, your execution without revocation of the Release Agreement is a condition precedent to you receiving any severance payments hereunder that are in excess of
payments required by statute. 
  

	10.	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 at all times thereafter following the cessation of your employment in accordance with and subject to the terms of the Retention Agreement (including Section 8 thereof) and this Separation Agreement and Release.


  

	 	(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 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. 

  

	 	(d)	You agree to indemnify and hold harmless Cott and its Affiliates (as defined in the Retention Agreement), together with its and their respective officers, directors and employees,
from and against any and all damages, taxes, penalties, interest, expenses and any other costs imposed under, in connection with, or related to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), with respect
to payments and benefits provided pursuant to this Separation Agreement and Release including, but not limited to, any penalties associated with failure to report or failure to withhold. 

  

	11.	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 (i) to the extent that Cott has withheld funds for remittance
to 

  

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statutory authorities, and (ii) to the extent provided otherwise in your Retention Agreement with respect to any Gross-Up Payment. For greater
certainty, we confirm that Section 7 of the Retention Agreement provides for a Gross-Up Payment in connection with any excise tax imposed under Section 4999 of the Code and not in connection with any tax, penalty or interest imposed under
(or in connection with) Section 409A of the Code. In no event are you entitled to any payment from Cott with respect to any tax, penalty or interest imposed under (or in connection with) Section 409A of the Code, and in no event shall any
such tax, penalty or interest be taken into account for purposes of determining the amount of any payment due under Section 7 of the Retention Agreement. 
  

	12.	General 

  

	 	(a)	Entire Agreement: Except as otherwise specified in this Agreement, this Separation Agreement and Release 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. For greater certainty, your entitlement under Section 7, and your obligations under Section 8, of the Retention Agreement are expressly incorporated in this letter.


  

	 	(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 Agreement 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 Separation Agreement and Release, including attachments; (iii) you have consulted with legal counsel regarding the application of Section 409A of the Code to the payments and benefits provided pursuant to this Separation
Agreement and Release; (iv) you are signing this Separation Agreement and Release 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 other than as set forth in this Separation Agreement and Release and the Retention Agreement; and (v) you have been provided with the 45-day consideration period and seven-day revocation period described
in the attached Release Agreement. 

  

	 	(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
Separation Agreement and Release, either Cott or you may refer the matter to final and binding arbitration without right of appeal, pursuant to the United States Federal Arbitration Act, as applicable, for the disputed matters to be determined by an
arbitrator that is to be mutually agreed upon, upon written notice to the other, 



  

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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. The arbitration shall be conducted pursuant to the then-existing rules and
regulations of the American Arbitration Association to the extent not inconsistent with this letter agreement. 


  

	 	(e)	Currency: All dollar amounts set forth or referred to in this letter refer to US currency. 

  

	 	(f)	Governing Law: To the extent the laws of the United States must apply, the agreement confirmed by this letter shall be governed by the laws of the State of Florida.


 * * * 
 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 Abilio Gonzalez at the Tampa Office. 
 If you have any questions regarding the terms set out in this letter, please feel free to contact myself or Michael Creamer. 
 Yours very truly, 
 COTT CORPORATION 
 Per: 
  

			
	 /s/    Juan R. Figuereo
	 	 /s/    Matthew A. Kane, JR.

	Juan R. Figuereo	 	Matthew A. Kane, JR.
	Chief Financial Officer	 	Vice President; General Counsel

 Enclosures: 
  

	1.	Schedule “1” – Resignation Notice 

  

	2.	Schedule “2” – Release Agreement 

  

	3.	Schedule “3” – Schedule of Executives 

 Acknowledgement
and Acceptance 
 I acknowledge that I have been provided 45 days to review this letter and the attached Release Agreement and Resignation Notice, which I
acknowledge is a reasonable period of time (although I may sign it sooner should I desire as long as the date of execution is after my last day of active employment), and seven days thereafter to revoke the letter agreement and attached Release
Agreement, if I so choose. 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 attached Release Agreement is as referred to in this
letter and the Release Agreement. I further 

  

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acknowledge that, by the attached Schedule 3, which is incorporated herein by reference, Cott has informed me in writing of the time limits and eligibility
requirements applicable to the employment termination program; the decisional unit covered by the program; and the job title and age of each eligible employee selected or not selected from the decisional unit for termination under the program. I
confirm that no other promises or representations of any kind other than as set forth in this Separation Agreement and Release and the Retention Agreement have been made to me to cause me to sign this acknowledgement and acceptance. 
  

			
	 /s/    Abilio Gonzalez
	 	 August 13, 2008

	Abilio Gonzalez	 	Date

  

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 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, Abilio Gonzalez, confirm my resignation from all offices held by me of Cott Corporation, including all
direct and indirect affiliates, subsidiaries, and associated companies, with effect as of August 23, 2008. 
  

	
	 /s/    Abilio Gonzalez

	 Abilio Gonzalez



  

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 SCHEDULE “2” 
 RELEASE AGREEMENT 
 In
consideration of the mutual promises, payments and benefits provided for in the Retention Plan and the letter dated June 27th, 2008 to which
this Release Agreement is a Schedule (collectively, the “Plan”), and the release from Abilio Gonzalez (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 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 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 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. 
  

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 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 and provided further that nothing herein shall be deemed to release the Corporation’s rights under the Plan or for any claims that may arise after the
date this Release Agreement is executed. 
 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. The Employee acknowledges that he/she has been offered the opportunity to consider the terms of the Separation Agreement and this Release Agreement for a period of at least forty-five (45) days, although
he/she may sign it sooner should he/she desire as long as the date of execution is after the Employee’s last day of active employment. 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 Chief People Officer 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. 
 Dated: August 13, 2008 
  

			
		 	 /s/    Abilio Gonzalez

		 	 Employee Name: Abilio Gonzalez

		
		 	 Cott Corporation

		
		 	 Per:

		
	 /s/    Juan R. Figuereo
	 	 /s/    Matthew A. Kane, JR.

	Juan R. Figuereo	 	Matthew A. Kane, JR.
	Chief Financial Officer	 	Vice President; General Counsel

  

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 SCHEDULE “3” 
 Cott is effecting a program through which it will reduce the number of its executives. Persons offered severance pay in exchange for an agreement waiving federal age discrimination in employment claims have up to 45
days after receiving the agreement to sign and return it to Cott. Those employees have up to 7 days after signing the agreement to revoke it. 
 The
following is a list of the ages and job titles of the executives who were and were not selected for the program: 
  

					
	 JOB TITLE
	  	SELECTED
(AGE)	  	NOT
SELECTED
(AGE)
	 Chief Executive Officer
	  		  	64
			
	 President, NA
	  	51	  	
			
	 President International
	  		  	51
			
	 Chief Procurement Officer
	  		  	53
			
	 General Counsel
	  		  	50
			
	 Chief People Officer
	  	47	  	

  

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