COTT CORPORATION SEVERANCE AND NON-COMPETITION PLAN FEBRUARY 18, 2009

1.

Purpose . The Plan is maintained primarily for the purpose of defining the deferred compensation entitlements upon a termination of employment for a select group of key employees of the Corporation (the “ Participants ”), as determined by the Committee.

2.

Certain Defined Terms . Certain capitalized terms used in the Plan have the meaning set forth in Section 9 of the Plan.

3.

Payments and Entitlements Upon a Termination .

(a)

Subject to Section 3(b), in the event that a Participant’s employment terminates as a result of an Involuntary Termination, the Participant shall be entitled to the following payments and entitlements:

(i)

Cash Severance Payment . The Participant shall receive a cash payment in an amount (the “ Severance Amount ”) equal to the product of: (a) the sum of the Participant’s Annual Base Salary and Average Bonus for the year in which the Involuntary Termination occurs, and (b) the Participant’s Severance Multiple. The Severance Amount payable pursuant to this Section 3(a)(i) shall be paid in a lump sum, less all applicable withholding taxes, within (i) 60 days of the Involuntary Termination in the case of a U.S. Participant whose Involuntary Termination is a part of a group termination program, or (ii) 30 days of the Involuntary Termination in any other case. The Severance Amount shall not be taken into account for purposes of determining benefits under any other qualified or non-qualified plans of the Corporation.

(ii)

Continued Benefits . The Participant shall be entitled, to the extent the Corporation may do so legally and in accordance with the applicable benefit plans in effect from time to time, to continued participation in the benefits plans for a period equal to the product of: (a) one year and (b) the Participant’s Severance Multiple.

(iii)

Accrued Salary and Vacation . The Participant shall be paid all salary and accrued vacation pay earned through the date of such Participant’s date of termination, less all applicable withholding taxes. Such payment shall be made as part of the Participant’s last regular payroll payment.

(b)

No Participant shall be entitled to receive the benefits set forth in Section 3(a) and, if applicable, Sections 5 and 6, unless he executes and does not revoke a Release (substantially in the form of Exhibit “A” hereto) in favour of the Corporation and others set forth in Exhibit “A” relating to all claims or liabilities of any kind relating to his employment with the Corporation and the Involuntary Termination of such employment.

4.

Non-qualifying Termination . In the event a Participant’s employment is terminated by reason of his voluntary resignation (and such resignation does not constitute an Involuntary Termination), death or disability or by the Corporation for Cause, then such Participant shall not be entitled to receive any severance or other payments, entitlements or benefits under the Plan. For greater certainty, with respect to a termination by reason of death or by reason of a disability, nothing in the Plan shall derogate from any rights and/or entitlements that the Participant may be entitled to receive under any other equity compensation or benefit plan of the Corporation in effect from time to time.

5.

Acceleration of Vesting under Equity Plans . For greater certainty, the provisions of this Plan are subject to the compliance with the Corporation’s equity plans in effect from time to time. Each Participant’s outstanding share units granted under the equity plans shall vest and, in the case of stock options, become exercisable, as provided by and subject to the terms of the equity plans.

6.

Excise Tax Gross-Up: Limitation on Payments .

(a)

Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any payment to or for the benefit of a Participant by the Corporation, whether pursuant to this Plan or otherwise (each, a “ Payment ” and collectively, the “ Payments ”), would be subject to the Excise Tax, then:

(i)

Level 1 Employee . With respect to a Participant who is identified in his Award Letter as a Level 1 Employee, such Participant shall be entitled to receive an additional payment (the “ Gross-Up Payment ”) in an amount such that, after payment by such Participant of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, such Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of this Section 6(a)(i), any additional tax under Section 409A of the Code shall not be taken into account for purposes of determining the amount of any payment due to or on behalf of the Participant.

(ii)

Level 2 or Level 3 Employee . With respect to a Participant who is identified in his Award Letter as a Level 2 or Level 3 Employee, the amounts payable to such Participant under Section 3(a)(i) shall be reduced to the amount as will result in no portion of the Payments (whether pursuant to this Plan or otherwise) being subject to such Excise Tax (the “ Safe Harbor Cap ”), but only if the net after-tax amount that would be

received by such Participant, taking into account all applicable federal, state and local income taxes and the Excise Tax, is greater than the net after-tax amount that would be received by such Participant if Payments are not reduced to the Safe Harbor Cap. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable to such Participant under the Plan (and no other payments) shall be reduced.

(b)

Subject to the provisions of Section 6(c), all determinations required to be made under this Section 6, including whether and when a Gross-Up Payment or a reduction to the Safe Harbor Cap is required, the amount of such Gross-Up Payment (or reduction) and the assumptions to be utilized in arriving at such determination, shall be made by the firm engaged as the Corporation’s accountants immediately prior to the event which triggered the Excise Tax (the “ Accounting Firm ”). The Accounting Firm shall provide detailed supporting calculations both to the Corporation and such Participant within 15 business days of the receipt of notice from such Participant that there has been a Payment or such earlier time as is requested by the Corporation; provided that such notice or request shall be made prior to the date of the payment of any Excise Tax. If the Accounting Firm determines that no Excise Tax is payable by a Level 1 Employee, it shall deliver to such Participant a written opinion to such effect and to the effect that failure to report the Excise Tax on such Participant’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. If the Accounting Firm determines that a reduction to the Safe Harbor Cap is required in the case of a Level 2 Employee or a Level 3 Employee then, the Accounting Firm shall deliver to such Participant a written opinion to that effect and to the effect that after such reduction, failure to report the Excise Tax on such Participant’s applicable federal income tax return will not result to the imposition of a negligence or similar penalty. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant to this Section 6 by the Accounting Firm, shall be paid by the Corporation to such Participant within five days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Corporation and such Participant. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Corporation should have been made (or that all or a portion of the reductions pursuant to Section 6(a)(ii) should not have been made) (the “ Underpayment ”) or that payments have been made to or for the benefit of a Participant in excess of the limitations provided in Section 6(a)(ii) (an “ Excess Payment ”), consistent with the calculations required to be made hereunder. In the event the Corporation exhausts its remedies pursuant to Section 6(c) and a Level 1 Employee thereafter is required to make a payment of any Excise Tax the Accounting Firm shall determine the amount of the Underpayment in accordance with the provisions of this Section 6 and any such Underpayment shall be paid by the Corporation to or for the benefit of such Participant, within five days of the remittance of the Excise Tax to the Internal Revenue Service. If it is established pursuant to a final determination of a court

or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to such Participant made on the date such Participant received the Excess Payment and such Participant shall repay the Excess Payment to the Corporation on demand, together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of such Participant’s receipt of such Excess Payment until the date of such repayment; provided, however, that such repayment shall be required only if such repayment eliminates the Excise Tax.

(c)

A Participant shall notify the Corporation in writing of any claims by the Internal Revenue Service that, if successful, would require the payment by the Corporation of the Gross-Up Payment (including an Underpayment). Such notification shall be given as soon as practicable but not later than 30 days after such Participant actually receives notice in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of such Participant to notify the Corporation of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to such Participant under this Section 6 except to the extent that the Corporation is materially prejudiced in the defense of such claim as a direct result of such failure. The Participant shall not pay such claim prior to the expiration of the 30-day period following the date on which such Participant gives such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies such Participant in writing prior to the expiration of such period that the Corporation desires to contest such claim, such Participant shall:

(i)

give the Corporation any information reasonably requested by the Corporation relating to such claim;

(ii)

take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Corporation and reasonably acceptable to such Participant;

(iii)

cooperate with the Corporation in good faith in order to effectively contest such claim; and

(iv)

permit the Corporation to participate in any proceedings relating to such claim;

(d)

The Accounting Firm shall determine, in accordance with the provisions of this Section 6, the amount of any Underpayment associated with an amount advanced by the Corporation pursuant to Section 6(c), and any such Underpayment shall be paid by the Corporation to the Participant on the earlier of (i) December 31 of the year following the year in which the advance is paid to the Internal Revenue Service, or (ii) the date the Corporation exhausts its remedies pursuant to Section 6(c). If, after the receipt by such Participant of an amount advanced by the Corporation pursuant to Section 6(c), such Participant becomes entitled to receive any refund with respect to such claim, such Participant shall (subject to the Corporation’s complying with the requirements of Section 6(c)) promptly pay to the Corporation the amount of such refund (together with any Underpayment previously paid to such Participant under the first sentence of this Section 6(d) and associated with the amount of the refunded advance). If, after the receipt by such Participant of an amount advanced by the Corporation pursuant to Section 6(c), a determination is made that such Participant shall not be entitled to any refund with respect to such claim, and the Corporation does not notify such Participant in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance

(and any Underpayment previously paid to such Participant under the first sentence of this Section 6(c) and associated with the advance) shall offset, to the extent thereof, the amount of any Underpayment to be paid.

(e)

Notwithstanding any other provision of this Section 6, the Corporation may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of such Participant, all or any portion of the Gross-Up Payment, and such Participant hereby consents to such withholding.

7.

Restrictive Covenants .

7.1

Confidentiality.

(a)

The Participant acknowledges that in the course of carrying out, performing and fulfilling his obligations to the Corporation hereunder, the Participant will have access to and will be entrusted with information that would reasonably be considered confidential to the Corporation or its Affiliates, the disclosure of which to competitors of the Corporation or its Affiliates or to the general public, will be highly detrimental to the best interests of the Corporation or its Affiliates. Such information includes, without limitation, trade secrets, know-how, marketing plans and techniques, cost figures, client lists, software, and information relating to employees, suppliers, customers and persons in contractual relationship with the Corporation. Except as may be required in the course of carrying out his duties hereunder, the Participant covenants and agrees that he will not disclose, for the duration of this Agreement or at any time thereafter, any such information to any person, other than to the directors, officers, employees or agents of the Corporation that have a need to know such information, nor shall the Participant use or exploit, directly or indirectly, such information for any purpose other than for the purposes of the Corporation, nor will he disclose nor use for any purpose, other than for those of the Corporation or its Affiliates, any other information which he may acquire during his employment with respect to the business and affairs of the Corporation or its Affiliates. Notwithstanding all of the foregoing, the Participant shall be entitled to disclose such information if required pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official, provided that the Participant shall first have:

(i)

notified the Corporation;

(ii)

consulted with the Corporation on whether there is an obligation or defense to providing some or all of the requested information;

(iii)

if the disclosure is required or deemed advisable, cooperate with the Corporation in an attempt to obtain an order or other assurance that such information will be accorded confidential treatment.

(b)

For the purposes of this Agreement, “Affiliate” shall mean, with respect to any person or entity (herein the “first party”), any other person or entity that directs or indirectly controls, or is controlled by, or is under common control with, such first party. The term “control” as used herein (including the terms “controlled by” and “under common control with”) means the