EXHIBIT 10.4
COTT CORPORATION
SHARE APPRECIATION RIGHTS PLAN
ARTICLE I
PURPOSE AND ESTABLISHMENT OF PLAN
1.1 PURPOSE.
The purpose of the Plan is to foster and promote the long-term
financial success of the Company and its Subsidiaries by providing incentive
compensation, based on the appreciation in value of the Common Shares, to key
employees and directors of the Company and its Subsidiaries, thereby providing
additional incentive for their efforts in promoting the continued growth and
success of the business of the Company, as well as rewarding exceptional
performance and aiding the Company and its Subsidiaries in attracting and
retaining personnel.
1.2 EFFECTIVE DATE.
The Plan shall become effective upon its approval by a
majority of the Company's shareholders at the Company's next annual meeting held
after the approval of the Plan by the Board.
ARTICLE II
DEFINITIONS
2.1 INTERPRETATION.
In this Plan, the following terms shall have the following
meanings:
(a) "BOARD" means the Board of Directors of the Company;
(b) "CAUSE" means any action by a Participant or inaction by a
Participant that constitutes: (i) a breach of a written
employment agreement by that Participant; or (ii) misconduct,
dishonesty, disloyalty, disobedience or action that might
reasonably injure the Company or any of its Subsidiaries or
their respective business interests or reputation;
(c) "COMMITTEE" means the Human Resources and Compensation
Committee of the Board;
(d) "COMMON SHARES" means the common shares in the capital of the
Company;
(e) "COMPANY" means Cott Corporation, a corporation amalgamated
under the laws of Canada;
(f) "EMPLOYER" means, in respect of a Participant, the Company or
Subsidiary of the Company of which such Participant is an
employee or director;
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(g) "FAIR MARKET VALUE" means, with respect to a Common Share on
any determination date, the closing price of the Common Shares
on the New York Stock Exchange on the last trading day on
which Common Shares traded prior to such date; provided that
if no Common Shares are traded in the five trading days prior
to the determination date, the Committee shall determine Fair
Market Value on a reasonable basis using a method that
complies with section 409A of the United States Internal
Revenue Code of 1986, as amended, and guidance issued
thereunder;
(h) "FISCAL YEAR" means the 12-month period beginning the first
Sunday following the immediately preceding Saturday closest to
December 31st and ending on the Fiscal Year End;
(i) "FISCAL YEAR END" means, with respect to each Fiscal Year, the
Saturday closest to December 31 of such Fiscal Year;
(j) "GRANT CONFIRMATION" means the written confirmation provided
to the Participant by the Company substantially in the form of
Schedule 2;
(k) "GRANT DATE" means, with respect to a particular grant, the
date of the Grant Confirmation;
(l) "NORMAL RETIREMENT" means retirement from office or employment
with the applicable Employer (at the election of the
Participant and as agreed to by his or her Employer);
(m) "PARTICIPANT" means a full-time, part-time or contract
employee or director of an Employer who has been granted Share
Appreciation Rights hereunder;
(n) "PERMANENT DISABILITY" means the complete and permanent
incapacity of a Participant, as determined by a licensed
medical practitioner approved by the Committee, due to a
medically determinable physical or mental impairment which
prevents such Participant from performing substantially all of
the essential duties of his or her office or employment;
(o) "PLAN" means the Cott Corporation Share Appreciation Rights
Plan, as amended from time to time;
(p) "SAR FUND" means the trust fund or funds established under the
SAR Trust Agreement, which for purposes of the Plan
constitutes an "employee benefit plan" for purposes of the Tax
Act;
(q) "SAR TRUST AGREEMENT" means the agreement or agreements by and
among the Company, the Trustee, and the Agent (as defined
therein) to carry out the purposes of the Plan in respect of
Common Shares purchased on account of vested Share
Appreciation Rights, if any, and any income attributable
thereto in accordance with the terms of the Plan;
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(r) "SHARE APPRECIATION RIGHTS" means share appreciation rights
granted pursuant to Article IV of the Plan;
(s) "SUBSIDIARY" has the meaning assigned thereto in the
Securities Act (Ontario), as amended, and "SUBSIDIARIES" shall
have a corresponding meaning;
(t) "TAX ACT" means the Income Tax Act (Canada) and all
regulations thereunder, as amended or restated from time to
time. Any reference in the Agreement to a provision of the Tax
Act includes any successor provision thereto;
(u) "TERMINATED PARTICIPANT" means a Participant who has incurred
a Termination Date and shall include, where context requires,
the personal representative(s) of a Participant;
(v) "TERMINATION DATE" means the Participant's last day of active
service with his or her Employer (determined without regard to
any notice of termination owing pursuant to statute,
regulation, agreement or common law);
(w) "TRUSTEE" means MRS Trust or its successor trustee under the
SAR Trust Agreement; and
(x) "VESTING DATE" means, with respect to any Share Appreciation
Rights, the earlier of (i) the third anniversary of the Grant
Date of such Share Appreciation Rights, and (ii) December 1 of
the third calendar year following the end of the first Fiscal
Year with respect to which the services to which the Share
Appreciation Rights relate were provided; provided, that, if
the vesting of any Share Appreciation Rights is accelerated as
provided in Sections 5.2 or 5.3, the "VESTING DATE" shall mean
the date on which such accelerated vesting is deemed to have
occurred.
ARTICLE III
ADMINISTRATION OF THE PLAN
3.1 ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Committee. The Committee
shall have the power and authority to:
(a) adopt rules and regulations for implementing the Plan;
(b) other than with respect to the Chief Executive Officer of the
Company and members of the Committee, determine the
eligibility of persons to participate in the Plan, when Share
Appreciation Rights shall be granted to eligible persons and
the number of Share Appreciation Rights granted to each
Participant;
(c) interpret and construe the provisions of the Plan, and any
such interpretation and construction of the Plan by the
Committee shall be final in all respects and, in particular,
shall not be subject to any appeals whatsoever;
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(d) subject to statutory and regulatory requirements, make
exceptions to the Plan in circumstances which it determines to
be exceptional;
(e) delegate such administrative duties and powers as it may see
fit with respect to this Plan (excluding, for greater
certainty, the power to grant Share Appreciation Rights) to
any officers of the Company or its Subsidiaries (and any such
duties performed or powers exercised by any such officers
shall be deemed to have been performed or exercised, as the
case may be, by the Committee), such delegation to be
evidenced by a written resolution adopted by the Committee;
and
(f) take such other steps as they determine to be necessary or
desirable to give effect to the Plan.
Any decision, approval or determination made by a person or group of persons
delegated the ability to make such decision, approval or determination pursuant
to (e) above shall be deemed to be a decision, approval or determination, as the
case may be, of the Committee; provided, that two officers of the Company, one
of whom must be the Chief Executive Officer, the Chief Financial Officer, the
Senior Vice President, Corporate Resources, or the Secretary, are hereby
authorized to sign and execute all instruments and documents and do all things
necessary or desirable for carrying out the provisions of the Plan.
ARTICLE IV
OPERATION OF PLAN
4.1 ELIGIBILITY AND PARTICIPATION.
(a) All full-time, part-time and contract employees and directors
of the Company and its Subsidiaries are eligible for
consideration to participate in the Plan. Such full-time,
part-time or contract employees and directors of the Company
and its Subsidiaries as are designated from time to time by
the Committee, in its discretion, upon the recommendation of
management of the Company or the applicable Employer, shall be
entitled to participate in the Plan. Except with respect to
the Chief Executive Officer of the Company and members of the
Committee, the Committee shall determine, in its discretion,
the amounts, terms and conditions of the Share Appreciation
Rights granted hereunder (subject to the limit on the maximum
number of Share Appreciation Rights that may be granted set
forth in Section 4.1(b) below). Any grant of Share
Appreciation Rights to the Chief Executive Officer of the
Company and the amounts, terms and conditions of such Share
Appreciation Rights (subject to the limit on the maximum
number of Share Appreciation Rights that may be granted set
forth below), shall require the prior approval of the
independent (as understood within the rules of the New York
Stock Exchange and applicable Canadian securities laws)
members of the Board, upon the recommendation of the
Committee. Any grant of Share Appreciation Rights to members
of the Committee and the amounts, terms and conditions of such
Share Appreciation Rights (subject to the limit on the maximum
number of Share Appreciation Rights that may be granted set
forth below), shall by approved by a majority of the members
of the Board who are not members of the Committee.
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(b) The maximum number of Share Appreciation Rights that may be
granted to an individual Participant in a Fiscal Year shall
not exceed 50% of the aggregate number of Share Appreciation
Rights granted to all Participants under this Plan in such
Fiscal Year.
(c) Subject to the foregoing, Share Appreciation Rights may be
granted by the Committee at any time and from time to time to
new Participants, or to already-participating Participants, or
to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Committee shall
determine in its discretion. All Share Appreciation Rights
granted hereunder shall be evidenced by an agreement between
the Company and the Participant substantially in the form of
Schedule 1 and a Grant Confirmation delivered by the Committee
to the Participant.
(d) Except as required by this Plan, Share Appreciation Rights and
the agreements and Grant Confirmations evidencing same need
not contain similar provisions. The Committee's determinations
under the Plan (including determinations of which employees
and directors are to receive Share Appreciation Rights, the
form, amount and timing of such Share Appreciation Rights, the
terms and provisions of such Share Appreciation Rights and the
agreements and Grant Confirmations evidencing same) need not
be uniform and may be made by the Committee selectively among
Participants who receive, or are eligible to receive Share
Appreciation Rights under the Plan.
ARTICLE V
VESTING
5.1 VESTING GENERALLY.
A Participant's Share Appreciation Rights shall vest on the
Vesting Date applicable to such Share Appreciation Rights; provided, that except
as provided in Section 5.2, no Share Appreciation Rights shall vest unless the
Participant is in the employ of or is a director of his or her Employer as of
the applicable Vesting Date and has been continuously employed and/or served as
a director since the Grant Date of such Share Appreciation Rights. Any Share
Appreciation Rights that do not vest in accordance with the provisions of this
Plan shall be forfeited and all contingent rights of a Participant thereunder
shall cease.
5.2 TERMINATION OF EMPLOYMENT.
(a) In the event a Participant's employment with or service as a
director of his or her Employer is terminated for Cause (as
determined by the Committee in its discretion) or by the
Participant voluntarily (other than upon Normal Retirement),
all of the Participant's unvested Share Appreciation Rights
will be forfeited immediately.
(b) In the event a Participant's employment or service as a
director is terminated by the Employer without Cause, all of
the Participant's unvested Share Appreciation Rights will be
forfeited immediately, unless otherwise determined by the
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Committee, in its discretion, and if so determined all or such
portion of the Participant's unvested Share Appreciation
Rights as is determined by the Committee shall vest on the
date specified by the Committee.
(c) In the event of a Participant's death while in the employ of
or serving as a director of his or her Employer, such
Participant's unvested Share Appreciation Rights shall
immediately vest in full as of the Participant's date of
death.
(d) In the event a Participant's employment with or service as a
director of his or her Employer is terminated due to Permanent
Disability or Normal Retirement, such Participant's unvested
Share Appreciation Rights shall vest on the date that would
have been such Participant's Vesting Date had the Participant
remained employed with, or in the service of, the Employer.
5.3 AMALGAMATION, LIQUIDATION OR CHANGE OF CONTROL.
If there is:
(a) a consolidation, merger or amalgamation of the Company with or
into any other corporation whereby the voting shareholders of
the Company immediately prior to such event receive less than
50% of the voting shares of the consolidated, merged or
amalgamated corporation;
(b) a sale by the Company of all or substantially all of the
Company's undertakings and assets; or
(c) a proposal by or with respect to the Company being made in
connection with a liquidation, dissolution or winding-up of
the Company,
then all unvested Share Appreciation Rights shall, notwithstanding anything to
the contrary contained in the terms relating to such grant of Share Appreciation
Rights, vest in full upon the occurrence of any such event and be payable in
accordance with Section Article VI.
ARTICLE VI
PAYMENT OF SHARE APPRECIATION RIGHTS
6.1 PAYMENT IN RESPECT OF SHARE APPRECIATION RIGHTS.
(a) Any payment with respect to vested Share Appreciation Rights,
net of any applicable statutory withholdings other than with
respect to UK Participants, for whom any payments shall be
subject to Section 8.7(b), shall be in the form of that number
of Common Shares having an aggregate value (determined by
reference to the Fair Market Value of the Common Shares on the
Vesting Date applicable to such Share Appreciation Rights)
equal to the product of: (i) the amount, if any, by which the
Fair Market Value of one Common Share on the Vesting Date of
such Share Appreciation Rights exceeds the Fair Market Value
of one Common Share on the related Grant Date; multiplied by
(ii) the number of Share Appreciation Rights vesting on such
Vesting Date.
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(b) The Company shall cause the Employer of each Participant whose
Share Appreciation Rights have vested hereunder to contribute
to the Trustee an amount sufficient to permit the Trustee to
purchase, prior to the time specified in Section 6.1(c) below,
the number of Common Shares required with respect to such
vested Share Appreciation Rights. The Trustee shall use such
funds to purchase such Common Shares on the New York Stock
Exchange at the prevailing market price for Common Shares as
of the time and date of such purchase.
(c) Common Shares purchased by the Trustee under this Plan shall
be registered in the name of the Trustee for the benefit of
the respective Participant as beneficial owner, or, in the
event of death, a designated beneficiary, and transferred to
the Participant's account under the SAR Fund within 30 days
following the applicable Vesting Date, net of any applicable
statutory withholdings.
(d) The Trustee, in its capacity as trustee of the SAR Fund, shall
make provision for the reporting and withholding of any
Canadian, U.S., UK or Mexican federal, provincial, state or
local taxes that may be required to be withheld prior to such
transfer and shall complete applicable tax withholding and
reporting and remit the amounts withheld to the relevant
Employer to pay to the appropriate taxing authorities. Until
distributed to the Participant, the Trustee, in it capacity as
trustee of the SAR Fund, shall hold all such Common Shares in
accordance with the terms of the SAR Trust Agreement.
(e) Notwithstanding the foregoing, in no event shall the number of
Common Shares distributed under the Plan with respect to a
Fiscal Year exceed 1.0% of the total number of Common Shares
outstanding as of the first day of such Fiscal Year.
6.2 WITHDRAWAL OF VESTED INTEREST.
A Participant may, at any time and from time to time, by a
written notice to the Company in the form approved by the Committee, request
subject to Section 6.4, the delivery to him or her of the share certificates
representing all or a portion of the Common Shares held in the Participant's
account under the SAR Fund, net of any applicable statutory withholdings. The
designated Common Shares shall be delivered by the Trustee within 30 days
following the delivery of the written notice.
6.3 PAYOUT OF VESTED INTEREST AT TERMINATION.
A Terminated Participant must deliver written direction, in
the manner prescribed by the Committee, to the Committee within ninety (90) days
following his or her Termination Date to request delivery to him or her of share
certificates evidencing all Common Shares to which he or she is entitled
hereunder. If a Terminated Participant fails to deliver such written direction
to the Committee within said ninety (90)-day period, the Committee, subject to
Section 6.4, shall instruct the Trustee to deliver to the Terminated Participant
the share certificates evidencing all of the Common Shares credited to the
Terminated Participant's account as of the Termination Date.
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6.4 RESTRICTIONS ON VESTED SHARES.
Except as set forth in the Company's policies respecting the
trading of the Common Shares by Employees or as restricted by applicable law,
Common Shares that have been distributed to a Participant hereunder are not
subject to any restrictions concerning their sale or use.
6.5 NO PARTIAL SHARES.
Only certificates representing whole Common Shares shall be
transferred to a Participant's account under Section 6.1(c) or delivered under
Sections 6.2 and 6.3. If a Participant is entitled to a fraction of a Common
Share under Section 6.1, such entitlement shall be satisfied by payment to the
Participant within 30 days following the applicable Vesting Date of the cash
equivalent of such fraction, determined by reference to the Fair Market Value of
such Common Share on the Vesting Date and on the date of grant in accordance
with Section 6.1(a).
ARTICLE VII
DIVIDENDS AND OTHER RIGHTS
7.1 CASH EARNINGS.
Cash dividends or earnings, if any, received by the Trustee in
respect of Common Shares held in the SAR Fund shall be held by the Trustee for
the benefit of the Participant for whom such Common Shares are beneficially
held. Until distributed to the Participant, the Trustee shall hold such cash
amounts in accordance with the terms of the SAR Trust Agreement.
7.2 STOCK DIVIDENDS.
Stock dividends, if any, received by the Trustee in respect of
Common Shares held in the SAR Fund shall be held by the Trustee for the benefit
of the Participant for whom such Common Shares are beneficially held. Until
distributed to the Participant, the Trustee shall hold such stock dividends in
accordance with the terms of the SAR Trust Agreement.
7.3 VOTING RIGHTS.
Each Participant shall be entitled to receive notice of and
attend all meetings of the holders of Common Shares and the Trustee shall vote
the rights associated with any Common Shares as directed by the Participant for
whom such Common Shares are held in his or her account under the SAR Fund.
7.4 NOTIFICATION OF RIGHTS.
The Trustee shall promptly transmit to each Participant all
notices of conversion, redemption, tender, exchange, subscription or other
rights or powers that the Trustee receives from the Company relating to the
Common Shares held in the Participant's account under the SAR Fund. The
Participants shall have no ability to exercise any rights associated with
unvested Share Appreciation Rights.
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ARTICLE VIII
GENERAL
8.1 DILUTION OR OTHER ADJUSTMENTS.
In the event of a change in capitalization affecting the
Common Shares, such as payment of a stock dividend, a subdivision, consolidation
or reclassification of the Common Shares or other relevant changes in the
capital stock of the Company, such proportionate adjustments, if any, as the
Committee in its discretion may deem appropriate to reflect such change shall be
made by the Company with respect to the number of Common Shares to be paid to a
Participant in respect of his or her vested Share Appreciation Rights.
8.2 NON-TRANSFERABILITY.
Share Appreciation Rights may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by a
Participant's last will and testament or by the laws of descent and
distribution. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of any Share Appreciation Rights contrary to the provisions of
this Plan, or upon the levy of any attachment or similar process upon the Share
Appreciation Rights or upon a Participant's beneficial rights to such Share
Appreciation Rights, the Share Appreciation Rights and such rights shall, at the
election of the Committee, in its discretion, cease and terminate immediately.
8.3 BENEFICIARY DESIGNATION.
Each Participant under the Plan may, subject to compliance
with applicable laws, name, from time to time, any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under the
Plan is to be paid in the event of such Participant's death before such
Participant receives any or all of such benefit. Each designation will revoke
all prior designations by the same Participant, shall be in a form prescribed by
the Committee, and will be effective only when filed by the Participant in
writing with the Committee during his lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to his estate.
8.4 COMPLIANCE WITH STATUTES AND REGULATIONS.
The granting of Share Appreciation Rights and the purchase of
Common Shares by the Trustee under this Plan upon the vesting of such Share
Appreciation Rights shall be carried out in compliance with applicable law,
including, without limitation, the rules, regulations and by-laws of the Toronto
Stock Exchange, the New York Stock Exchange, the U.S. Securities Exchange Act of
1934, as amended, and the rules and regulations (including Rule 10b-5)
promulgated thereunder, and the policies and regulations of applicable
securities regulatory authorities. If the Committee determines in its discretion
that, in order to comply with any such statutes or regulations, certain action
is necessary or desirable as a condition of or in connection with the granting
of a Share Appreciation Right or the purchase or delivery of Common Shares under
this Plan, no Share Appreciation Right may be granted and no Common Shares may
be purchased or delivered unless that action shall have been completed in a
manner satisfactory to the Committee.
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8.5 NO RIGHT TO EMPLOYMENT.
Nothing contained in this Plan or in any Share Appreciation
Right granted under this Plan shall confer upon any person any rights to
continued employment with or service as a director of an Employer or interfere
in any way with the rights of an Employer in connection with the employment or
termination of employment or service as a director of any such person.
8.6 PARTICIPATION.
No employee or director of an Employer shall have a right to
be selected as a Participant or, having been so selected, to be selected again
as a Participant.
8.7 OBLIGATION TO WITHHOLD.
(a) If, for any reason whatsoever, an Employer becomes obligated
to withhold and/or remit to any applicable tax authority
(whether domestic or foreign) any amount in connection with
this Plan in respect of a Participant, then the Company or
such Subsidiary shall provide written notice of such
obligation to the Participant and shall make the necessary
arrangements, as acceptable to the Company or such Subsidiary,
in connection with the amount that must be withheld and/or
remitted.
(b) If, for any reason whatsoever, the Company or any of its
Subsidiaries becomes obligated to make any tax payment or
primary Class 1 national insurance contribution in the United
Kingdom in respect of the acquisition of Common Shares by a
Participant pursuant to this Plan (the "UK TAX LIABILITY") or
otherwise in relation to the Common Shares so acquired then,
by virtue of his or her participation in the Plan, each
Participant acknowledges that the applicable Employer shall be
entitled to recover all such amounts from the Participant by
deduction, withholding or by any means whatsoever. For the
avoidance of doubt, the applicable Employer (or an agent
instructed by such Employer) shall be entitled to retain, out
of the aggregate number of Common Shares to which the
Participant would otherwise be entitled pursuant to the Plan,
and sell as agent for the Participant such number of Common
Shares as in the opinion of the Employer will realise an
amount equivalent to the UK Tax Liability and to pay such
proceeds to the appropriate Employer to reimburse it for the
UK Tax Liability. The Company may also require a Participant
to enter into a taxation agreement contained within the
agreement granting Share Appreciation Rights to the
Participant.
8.8 RIGHT TO AMEND AND TERMINATE.
Except as restricted by Section 8.9 and subject to applicable
laws and regulations of governmental authorities and applicable stock exchanges
(i) the Committee or the Board may amend any provisions of the Plan at any time,
and (ii) the Committee or the Board may terminate the Plan at any time, in
either case in their discretion. If the Plan is so terminated, no further Share
Appreciation Rights shall be granted but the Share Appreciation Rights then
outstanding shall continue in full force and effect in accordance with the
provisions of this Plan.
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8.9 RESTRICTIONS.
Notwithstanding Section 8.8, no such amendment or termination
of the Plan shall divest any Participant of his or her existing rights under the
Plan with respect to any Share Appreciation Rights previously granted to such
Participant without the prior written consent of the Participant.
8.10 GOVERNING LAW.
The Plan is established under the laws of the Province of
Ontario and the rights of all parties and the construction and effect of each
and every provision of this Plan shall be according to the laws of the Province
of Ontario and the laws of Canada applicable therein.
8.11 LANGUAGE.
The Company states its express wish that this Plan and all
documents related thereto be drafted in the English language only; la societe a
par les presentes exprime sa volonte expresse que ce regime, de meme que tous
les documents y afferents, soient rediges en anglais seulement.
8.12 SUBJECT TO APPROVAL.
The Plan is adopted subject to the approval, if required, of
the Toronto Stock Exchange, The New York Stock Exchange and the shareholders of
the Company and any other required regulatory or stock exchange approval. To the
extent a provision of the Plan requires regulatory approval which is not
received, such provision shall be severed from the remainder of the Plan until
the approval is received and the remainder of the Plan shall remain in effect.
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NOW THEREFORE, this Plan is hereby adopted as of the effective
date described in Section 1.2.
COTT CORPORATION
Per: /s/ Mark Halperin
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Mark Halperin
Senior Vice President, General
Counsel & Secretary
Per:
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SCHEDULE 1
AGREEMENT
This agreement is entered into this ___ day of ____________,
between Cott Corporation (the "COMPANY") and __________________ (the
"PARTICIPANT") pursuant to the Company's Share Appreciation Rights Plan (the
"PLAN").
Pursuant to the Plan and in consideration of services provided
to the Company or its subsidiaries by the Participant, the Company agrees to
grant share appreciation rights ("SHARE APPRECIATION RIGHTS") to the Participant
in accordance with the terms of the Plan. The grant of the Share Appreciation
Rights are confirmed by the Grant Confirmation attached to this agreement.
The granting and vesting of the Share Appreciation Rights are
subject to the terms and conditions of the Plan, all of which are incorporated
into and form an integral part of this agreement.
This agreement shall enure to the benefit of and be binding
upon the Parties and their respective successors (including any successor by
reason of amalgamation of any Party) and permitted assigns.
By executing this agreement, the Participant confirms and
acknowledges that he or she has not been induced to enter into this agreement or
acquire any Share Appreciation Rights by expectation of employment or continued
employment with the Company or its subsidiaries.
If you are a UK Participant, by executing this agreement, you
agree with the Company (for itself and on behalf of any of its Subsidiaries)
that the Company (or whichever other Subsidiary is the secondary contributor in
respect of you for the purposes of national insurance contributions) may recover
from you (by deduction or otherwise) an amount equal to any secondary Class 1
contributions payable in respect of the acquisition by you of any Common Shares
pursuant to the Plan, together with any income tax and primary Class 1
contributions due under the Pay As You Earn system in respect of any Common
Shares acquired by you pursuant to the Plan.
}
IN WITNESS WHEREOF } COTT CORPORATION
}
} Per:
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}
} Per:
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}
}
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Witness } Participant
SCHEDULE 2
GRANT CONFIRMATION
TO: o
("PARTICIPANT")
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Pursuant to the Share Appreciation Rights Plan (the "PLAN")
adopted by Cott Corporation (the "COMPANY") and an agreement between the Company
and the Participant dated _________, 20__, the Company confirms the grant to the
Participant of __________________ share appreciation rights ("SHARE APPRECIATION
RIGHTS"). The "FAIR MARKET VALUE" (as defined in the Plan) of one common share
of the Company on this date of grant is $___________.
Except as otherwise provided in Sections 5.2 and 5.3 of the
Plan, the Share Appreciation Rights shall vest on the third anniversary of the
date hereof.
The granting and vesting of these Share Appreciation Rights
are subject to the terms and conditions of the Plan.
DATED this day of , 20 .
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COTT CORPORATION
Per:
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Per:
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