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Termination of Employment

Termination Agreement

Termination of Employment | Document Parties: Cott Corporation You are currently viewing:
This Termination Agreement involves

Cott Corporation

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Title: Termination of Employment
Date: 11/8/2007
Industry: Beverages (Non-Alcoholic)     Sector: Consumer/Non-Cyclical

Termination of Employment, Parties: cott corporation
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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

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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

 
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