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 26 th 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 1/3 rd 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 26 th , 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 26 th , 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
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(a) |
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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. |
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(b) |
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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. |
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(c) |
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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 |
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(d) |
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You will agree to cooperate reasonably with Cott, and its legal
advisors, at Cott’s request, direction |
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