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                                                                    Exhibit 10.1

                                COTT CORPORATION
                              207 QUEEN'S QUAY WEST
                                    SUITE 340
                                TORONTO, ONTARIO
                                     M5J 1A7

                                                                October 15, 2003


Mark Benadiba
25 Parkwood Avenue
Toronto, Ontario
M4V 2W9

Dear Mark:

      RE: EMPLOYMENT AND RELATED ARRANGEMENTS - AMENDED AND RESTATED

      This letter contains the terms and conditions upon which you have agreed
to remain in the full-time employment of Cott Corporation ("Cott") as Executive
Vice President. Currently you have responsibility for Cott Canada, Cott Asia,
Cott Europe, Cott Mexico and Royal Crown International (RCI) and you report to
the President and COO of Cott. This letter, once accepted by you, is intended to
and shall constitute a binding legal agreement, enforceable by and against each
of us in accordance with its terms.

1.    BASE COMPENSATION. Your base salary shall be the annualized amount of
      $500,000. Your base salary shall be payable in the same manner and at the
      same intervals as the other senior officers of Cott. Provided that you
      remain in the full-time employment of Cott, your base salary will be
      reviewed in April of each year, and may be increased in respect of any
      such twelve month period by the CEO, with the advice and consent of the
      Human Resources and Compensation Committee of the Board. Base salary
      increases will be dependent, in general, upon a variety of factors,
      including rates of increase of other senior executive officers of Cott,
      rates of increase and salary levels of other executives in comparable
      North American industrial corporations, rates of inflation and other
      relevant criteria

2.    BONUS COMPENSATION. You shall be entitled to an annual bonus of up to 100%
      of your base salary in respect of any fiscal year, payable within 30 days
      following the release by Cott of its year end results for such fiscal
      year. The bonus amount, if any, will be based on achievable and measurable
      criteria which we shall
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      mutually agree upon in April of each year. It is understood and agreed
      that we have agreed upon your bonus criteria in respect of 2003. If your
      employment terminates prior to the end of a fiscal year, any bonus earned
      in respect of that year shall be pro-rated accordingly. You are also
      entitled to participate in the Executive Incentive Share Compensation
      Plan.

3.    EMPLOYEE BENEFITS AND PERQUISITES. You shall be entitled to any and all
      benefits and perquisites which are from time to time available to other
      senior officers of Cott, excluding the President & COO and the CEO

4.    TERMINATION PAYMENTS(1).

      (A)   If at any time following the date of this letter agreement and prior
            to July 6, 2006 your employment is terminated by Cott without cause
            other than by reason of your death or if your position, title,
            duties, responsibilities and/or reporting is changed in any material
            respect, Cott shall pay you, within 30 days following the date of
            termination or change, as the case may be, an amount equal to the
            aggregate of (i) two times your base salary paid to you and two
            times the cash value of your benefits and perquisites during the
            most recently completed twelve calendar months prior to the date of
            termination and (ii) two times the greater of (A) your target base
            bonus at the date of termination and (B) $500,000.

      (B)   If at any time following the date of this letter agreement and prior
            to July 6, 2006 you voluntarily leave the employment of Cott other
            than for Good Reason, Cott shall pay you, within 30 days following
            your departure, an amount equal to the aggregate of (i) your base
            salary paid to you and the cash value of your benefits and
            perquisites during the most recently completed twelve calendar
            months prior to the end of such period and (ii) the greater of (A)
            your target base bonus at the date of termination and (B) $500,000.

            If you receive any of the termination payments contemplated by this
            paragraph 4, you shall not otherwise be entitled to any other
            payments, compensation or damages whatsoever resulting from the
            termination of your employment

5.    CAUSE. Whenever used in this letter, "cause" means:

      (A)   the willful and continued failure by you substantially to perform
            your duties with Cott (other than any such failure resulting from
            your incapacity due to physical or mental illness or any such actual
            or

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(1) "The cash value of your benefits" contained in paragraph 4 of this Agreement
is intended to mean the cash value of what it would have cost you to purchase
benefits for yourself and your family (other than through a group plan) which
are equal to those benefits provided for you and your family by Cott during the
relevant period.
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            anticipated failure resulting from termination by you for Good
            Reason) after a written demand for substantial performance is
            delivered to you by the board of directors of Cott (the "Board"),
            which demand specifically identifies the manner the Board believes
            that you have not substantially performed your duties and you failed
            to correct such failure to perform your duties within 30 days after
            such written demand is delivered to you; or

      (B)   the willful engaging by you in conduct that is demonstrably and
            materially injurious to Cott, monetarily or otherwise, and no act or
            failure to act on your part shall be deemed "willful" unless done,
            or admitted to be done, by you not in good faith and without
            reasonable belief that your action or omission was in the best
            interests of Cott.

            "Good Reason" shall mean the occurrence, without your express
      written consent, of any of the following:

      (A)   Inconsistent Duties - a meaningful and detrimental alteration in
            your position or in the nature or status of your responsibilities
            from those currently in effect;

      (B)   Reduction in Remuneration - a reduction by Cott in your annual base
            salary or a material adverse change in the methodology of
            determining whether a bonus is payable;

      (C)   Benefits and Perquisites - the failure by Cott to continue to
            provide you, in all material respects, with benefits and perquisites
            which are from time to time available to other senior officers of
            Cott, excluding the President & COO and the CEO; and

      (D)   Relocation - the relocation of the office of Cott where you are
            currently employed to a location that is more than 50 miles away
            from such location, or Cott requiring you to be based more than 50
            miles away from such location (except for required travel on Cott's
            business to an extent substantially consistent with your customary
            business travel obligations in the ordinary course of business).

6.    ENTIRE AGREEMENT. This agreement constitutes the entire agreement between
      you and Cott relative to the subject matter hereof, and supersedes and
      replaces the agreement dated October 7, 1997, as amended from time to
      time. However, all confidentiality undertakings signed by you prior to the
      date hereof shall continue in full force and effect in accordance with
      their terms.

7.    GOVERNING LAW. The agreement resulting from your acceptance of this letter
      shall be governed by and construed in accordance with the laws of the
      Province of Ontario and the federal laws of Canada applicable therein. All
      dollar amounts used in this agreement are in lawful currency of Canada.
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8.    NOTICES. Wherever notice is required or desired to be given hereunder, it
      shall be deemed given when physically delivered to Cott (Attention: The
      Secretary) at its address on this letter (or at such other place as Cott
      may notify you from time to time) and if to you at your principal
      residence at the time of the giving of such notice.

9.    In the event of termination Cott will pay for 5 months of professional
      out-placement services to a maximum of $50,000.00.

      If the foregoing accurately sets forth the terms of our understanding
relative to the subject matter hereof, please so signify by signing and
returning to Colin Walker a duplicate original of this letter.

                                                Yours very truly

                                                COTT CORPORATION

                                                Per: /s/ John K. Sheppard
                                                     --------------------

                                                Per: /s/ Colin D. Walker
                                                     --------------------

ACCEPTED AND AGREED TO THIS
23rd day of October, 2003.

/s/Mark Benadiba
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Mark Benadiba