Exhibit 10.21
(COTT LOGO)
Cott Corporation
207 Queen's Quay West
Suite 340
Toronto, Ontario M5J 1A7
Tel 416 203 3898
Fax 416 203 8171
TINA DELL'AQUILA
HAND DELIVERED
Wednesday, 25 May 2005
PRIVATE AND CONFIDENTIAL: TINA DELL'AQUILA
Dear Tina
Further to our recent discussions I am very pleased to be able to confirm to you
in writing the following interim changes to your terms and conditions of
employment.
JOB TITLE: Interim Chief Financial Officer
REPORTING MANAGER: John Sheppard-President & Chief Executive Officer
EFFECTIVE DATE: Monday 2nd May 2005.
SALARY: You will receive an additional payment of $10,000 per month
(pro-rated for part months) less appropriate withholdings.
Once the CFO is recruited this payment will continue for a
further period of 3 months.
BONUS: For the year 2005 your bonus eligibility percentage will be
65% of your base salary.
TERMINATION: In the event that your employment is terminated by Cott for
any reason other than just cause, Cott will provide you with
a severance package equal to 18 months base salary, bonus
guaranteed at 100% targeted payout, car allowance and
benefits (excluding long and short term disability coverage
and the out-of country benefits). This payment will be
inclusive of any amounts to which you would otherwise be
entitled at law and no other compensation or payments will be
made to you in such event. In addition, the payment will be
subject to you signing a release in form and content
satisfactory to Cott at such time.
All other existing terms and conditions remain the same.
Tina, on a personal note I am looking forward to working more closely with you.
Please contact me if you have any queries with regard to the above. In the
meantime could you please sign one copy of this amendment to terms and
conditions letter and pass back to Sher Zaman - HR.
Yours sincerely
/s/ John Sheppard
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John Sheppard
President & Chief Executive Officer
I agree and accept the above amendments to my terms and conditions of
employment.
Signature: Dated: May 31, 2005
/s/ Tina Dell'Aquila
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EXHIBIT 10.21
CONFIDENTIALITY UNDERTAKING
TO: Cott Corporation ("Cott"), its subsidiaries, affiliates and associated
companies (collectively and individually, the "Corporation")
FROM: TINA DELL'AQUILA (the "Executive")
FOR GOOD AND VALUABLE CONSIDERATION, including without limitation the
Executive's employment with the Corporation and the wages and salary and other
benefits received and to be received by the Executive in respect of such
employment, and in particular, but without limitation, the grant to the
Executive of options to purchase common shares of the Cott on September 14,
1998, the receipt and sufficiency of which consideration the Executive hereby
acknowledges:
1. CONFIDENTIALITY
The Executive acknowledges that in the course of carrying out, performing and
fulfilling his obligations to the Corporation, the Executive has had and will
have access to and has been and will be entrusted with information that would
reasonably be considered confidential to the Corporation, the disclosure of
which to competitors of the Corporation or to the general public, will be highly
detrimental to the best interests of the Corporation. Such information
("Confidential Information") includes, without limitation, trade secrets,
know-how, marketing plans and techniques, cost and pricing figures, customer
lists, supplier lists, software, and information relating to employees,
suppliers, customers and persons in contractual relationships with the
Corporation. Except as may be required in the course of carrying out his duties
to the Corporation, the Executive covenants and agrees that he will not
disclose, so long as he is employed by the Corporation or at any time
thereafter, any of such Confidential Information to any person, other than to
the directors, officers, employees or agents of the Corporation that have a need
to know such Confidential Information, nor shall the Executive use or exploit,
directly or indirectly, such Confidential 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 any other information which he
may acquire during his employment with respect to the business and affairs of
the Corporation. Notwithstanding all of the foregoing, the Executive shall be
entitled to disclose such Confidential Information if required pursuant to a
subpoena or order issued by a court, arbitrator or governmental body, agency or
official, provided that the Executive shall first have:
i. notified the Corporation;
ii. consulted with the Corporation on the advisability of taking steps to
resist such requirements; and
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 Confidential Information will be accorded confidential treatment.
2. INVENTIONS
The Executive acknowledges and agrees that all right, title and interest in and
to any information, trade secrets, advances, discoveries, improvements, research
materials and data bases made or conceived by the Executive prior to or during
his employment relating to the business or affairs of the Corporation, shall
belong exclusively to the Corporation. The Executive waives any and all moral
rights he may have in respect of any such items and acknowledges that all of
them shall be considered to be "works for hire" and owned by the Corporation. In
connection with the foregoing, the Executive agrees to execute any assignments
and/or acknowledgements as may be requested by the Corporation from time to
time.
3. CORPORATE OPPORTUNITIES
Any business opportunities related to the business of the Corporation which
become known to the Executive during his employment must be fully disclosed and
made available to the Corporation by the Executive, and the Executive agrees not
to take or attempt to take any action if the result would be to divert from the
Corporation any opportunity which is within the scope of its business.
4. PROPERTY
Upon termination of the Executive's employment, for whatever reason, the
Executive will return to the Corporation all property belonging to the
Corporation, including without limitation, all Confidential Information, keys,
manuals, customer lists, computer software and hardware, correspondence, files,
records (howsoever maintained), money, cards and supplies which may be in the
Executive's possession or control.
5. GENERAL PROVISIONS
(a) The Executive acknowledges and agrees that in the event of a breach of the
covenants, provisions and restrictions in this Undertaking, the Corporation's
remedy in the form of monetary damages will be inadequate and that the
Corporation shall be and is hereby authorized and entitled, in addition to all
other rights and remedies available to it, to apply for and obtain from a court
of competent jurisdiction interim and permanent injunctive relief and an
accounting of all profits and benefits arising out of such breach.
(b) The parties acknowledge that the restrictions in this Undertaking are
reasonable in all of the circumstances. If any of the restrictions are
determined to be unenforceable as going beyond what is reasonable in the
circumstances for the protection of the interests of the Corporation but would
be valid, for example, if the scope of their time periods or geographic areas
were limited, the parties consent to the court making such modifications as may
be required and such restrictions shall apply with such modifications as may be
necessary to make them valid and effective.
(c) Each and every provision of Sections 1, 2, 3, 4 and 5 shall survive the
termination of the Executive's employment (regardless of the reason for such
termination).
(d) This Undertaking will be construed and interpreted in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein.
EXECUTED THIS 27 DAY OF OCTOBER, 1998.
TINA DELL'AQUILA L/S
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NAME: TINA DELL'AQUILA
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