Exhibit
10.1

August 19, 2009
Neal Cravens
100 S. Birch Road
Ft. Lauderdale, FL 33316
Dear Neal:
I am very pleased to outline in this
letter (the “ Offer Letter ”) the terms and
conditions on which we are offering you the position of Chief
Financial Officer of Cott Corporation (the “ Company
”). This Offer Letter will not constitute an agreement until
it has been fully executed by both parties. Please note that this
Offer Letter does not contemplate a contract or promise of
employment for any specific term; you will be an at will employee
at all times.
1. Position and Duties
.
1.1 Position .
Subject to the terms and conditions
hereof, you will be employed by the Company as its Chief Financial
Officer effective as of September 8, 2009.
1.2 Responsibilities
.
(a) As the Company’s Chief
Financial Officer, you will report to the Chief Executive Officer
and have such duties and responsibilities as may be assigned to you
from time to time by the Chief Executive Officer.
(b) You agree to devote all of your
business time and attention to the business and affairs of the
Company and to discharging the responsibilities assigned to you.
This shall not preclude you from (i) serving on the boards of
directors of a reasonable number of charitable organizations,
(ii) engaging in charitable activities and community affairs,
and (iii) managing your personal affairs, so long as these
activities do not interfere with the performance of your duties and
responsibilities as the Company’s Chief Financial
Officer.
1.3 No Employment
Restriction . You
hereby represent and covenant that your employment by the Company
does not violate any agreement or covenant to which you are subject
or by which you are bound and that there is no such agreement or
covenant that could restrict or impair your ability to perform your
duties or discharge your responsibilities to the
Company.
2. Remuneration
.
2.1 Base Salary
. Your Annual Base Salary
will initially be at the rate of $300,000 per year, paid on a
semi-monthly basis, pro-rated for any partial periods based on the
actual number of days in the applicable period. Your performance
will be evaluated at least annually, and the level of your Annual
Base Salary will be determined as part of the regular annual review
process.
Neal Cravens
August 19, 2009
Page 2
2.2 Bonus .
You will be eligible to participate
in the Company’s annual bonus plan and may earn a bonus based
upon the achievement of specified goals. The amount of your target
bonus is 75% of your Annual Base Salary. The bonus year is from
January to December and any payments made to you for 2009 will be
pro-rated based on your effective hire date and a 365 day year.
Currently the maximum potential payout permitted under the bonus
plan is two (2) times the applicable target bonus for
achievement of performance goals significantly in excess of the
target goals, as established by the Human Resources and
Compensation Committee of our Board. Please note that the bonus
plan is entirely discretionary and the Company reserves in its
absolute discretion the right to terminate or amend it or any other
bonus plan that may be established.
2.3 One-time SAR Grant
. On your date of hire,
you will receive a one-time Stock Appreciation Right (SAR) grant
equivalent to 100,000 shares. The terms and conditions of the SARs
are governed by our Amended and Restated Share Appreciation Rights
Plan dated June 25, 2007. These SARs will vest in equal
installments on the first, second and third anniversaries of your
hire date. You must be actively employed by the Company on each
anniversary for the award to vest.
2.4 Future LTI Program
– You will also
be eligible for the future LTI program which will be effective
January 2010.
3. Benefits
.
3.1 Benefit Program
. From your date of hire
you will be eligible to participate in the Company’s benefit
programs generally available to other senior executives of the
Company. Our benefit programs include health, disability and life
insurance benefits. Employee contributions are required for our
benefit program. You will also be eligible to be reimbursed for the
costs of an annual medical examination in an amount not to exceed
$1,500 per year.
3.2 401(k) Plan and ESPP
. In addition,
(a) on the first day of the first fiscal quarter following
your completion of six (6) months of employment, you will be
eligible to participate in the Company’s 401(k) Savings and
Retirement Plan; and (b) after completing ninety
(90) days of employment, you will be eligible to participate
in the Company’s Employee Share Purchase Plan.
3.3 Vacation .
You will be entitled to four
(4) weeks vacation per calendar year. Vacation earned for 2009
will be prorated based on your date of hire. You are encouraged to
take your vacation time in the calendar year it is earned. All
earned vacation must be taken by March 31st of the year
following the year in which it is earned; otherwise it may be
forfeited. If you should leave the Company, the value of any
unearned vacation taken by you will be considered a debt to the
Company. All vacation periods require the approval of the Chief
Executive Officer.
Neal Cravens
August 19, 2009
Page 3
3.4 Reimbursement
. You will be reimbursed
for expenses reasonably incurred in connection with the performance
of your duties in accordance with the Company’s policies as
established from time to time.
3.5 No Other Benefits
. You will not be
entitled to any benefit or perquisite other than as specifically
set out in this Offer Letter or agreed to in writing by the
Company.
4. Pre-employment
Processing . Prior to
employment the Company requires successful completion of our
pre-employment processing. This includes a background investigation
of your qualifications and references. To comply with the
Immigration Reform and Control Act of 1986, the Company must verify
your identity and authorization to work in the United States. The
back of the enclosed INS Form I-9 contains a list of documents that
provide such verification. Please bring with you on your first day
either one original document from List A or one original
document from List B and one original document from List
C . If you have any difficulty producing the required
documents, please call me immediately. Upon acceptance of this
offer, you acknowledge and agree that Cott has the right to
disclose confidential information regarding you, this Offer Letter
or your employment to any third party or publicly as required by
law.
5. Termination; Payments and
Entitlements Upon a Termination .
5.1 Termination
. The Company may
terminate your employment: (a) for Cause (as defined in
Exhibit A), (b) upon your Disability (as defined in Exhibit
A), or (c) for any reason or no reason, in all cases, upon
notice to you. Your employment with the Company will terminate upon
your death.
5.2 Involuntary
Termination . Subject
to Sections 5.3, 9.9, and 11.11, if your employment is terminated
(i) by the Company without Cause other than by reason of your
Disability or (ii) by you for Good Reason (either (i) or
(ii), an “ Involuntary Termination ”), you will
be entitled to the following payments and entitlements:
(a) Cash Severance Payment .
You will receive a cash payment in an amount (the “
Severance Amount ”) equal to nine months of your then
Annual Base Salary. The Severance Amount will be paid over a nine
month period, less all applicable withholding taxes, beginning
thirty (30) days after the Involuntary Termination. The
Severance Amount will not be considered as compensation for
purposes of determining benefits under any other qualified or
non-qualified plans of the Company.
(b) Accrued Salary and
Vacation . You will be paid all salary and accrued vacation pay
earned through the date of your termination, less all applicable
withholding taxes, on the first regular pay date following the date
of your termination.
(c) No Other Payments . Upon
payment of the amounts to be paid pursuant to Sections 5.2(a) and
5.2(b), the Company shall have no further liability
hereunder.
Neal Cravens
August 19, 2009
Page 4
5.3 Release Required
. You will not be
entitled to receive the benefits set forth in Section 5.2 and,
if applicable, Section 8, unless you execute, at least seven
days before the date payment is due to be made, and do not revoke a
release in the form of Exhibit B in favour of the Company and
related parties relating to all claims or liabilities of any kind
relating to your employment with the Company and the Involuntary
Termination of such employment.
6. Other Termination
. If your employment is
terminated by (a) your resignation, (b) your death, or
(c) by the Company for Cause or as a result of your
Disability, then you shall not be entitled to receive any severance
or other payments, entitlements or benefits other than Annual Base
Salary earned through the date of termination and reimbursement for
expenses through the date of termination and, in either case, not
yet paid. For greater certainty, with respect to a termination by
reason of death or by reason of a Disability, nothing in this Offer
Letter shall derogate from any rights and/or entitlements that you
may be entitled to receive under any other equity compensation or
benefit plan of the Company applicable to you.
7. Resignation
. If you are a director
of the Company or a director or an officer of a company affiliated
or related to the Company at the time of your termination, you will
be deemed to have resigned all such positions, and you agree that
upon termination you will execute such tenders of resignation as
may be requested by the Company to evidence such
resignations.
8. Rights under Equity
Plans . The
provisions of t