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Exhibit 10.1

LOGO

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


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