UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2005
COTT CORPORATION
(Exact name of registrant as specified in its charter)
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| CANADA
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000-19914
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None |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 207 Queen’s Quay West, Suite 340, Toronto, Ontario
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M5J 1A7 |
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| (Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code
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(416) 203-3898 |
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N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 14, 2005, Cott Corporation (the “Company”) and Mark Benadiba
entered into an Executive Employment Agreement effective September 28,
2005 (the “Employment Agreement”). Pursuant to the terms of the
Employment Agreement, Mr. Benadiba remains employed by the Company in his
current position as its Executive Vice President and the Amended and
Restated Employment Agreement, dated October 15, 2003, between the Company
and Mr. Benadiba (the “2003 Employment Agreement”) was terminated.
Pursuant to the Employment Agreement, the Company will employ Mr. Benadiba
for a maximum fixed term of three years ending on September 27, 2008,
subject to earlier termination in accordance with the Employment
Agreement. As an inducement to enter the Employment Agreement and in full
satisfaction of Mr. Benadiba’s entitlements under the 2003 Employment
Agreement, the Company paid Mr. Benadiba a one-time lump sum of Cdn.
$1,000,000.
Under the Employment Agreement, the Company will pay Mr. Benadiba a base
salary of Cdn. $500,000 per year. Mr. Benadiba is also eligible for an
annual bonus incentive with a target bonus award of Cdn. $575,000 (at
100%) and a potential maximum award based on exceeding achievements of
Cdn. $1,150,000 (at 200%). The annual bonus is subject to certain terms
and conditions, including that, on an annual basis, the Human Resources
and Compensation Committee of the Company will set Mr. Benadiba’s
performance objectives and evaluate achievement of those objectives. Mr.
Benadiba is also entitled to (1) receive all benefits, stock options and
annual bonus incentives to which he was entitled prior to the Execution of
the Employment Agreement (unless otherwise replaced or set out in the
Employment Agreement), (2) participate in the benefits and perquisites
provided by the Company to other similarly situated senior executives
(other than the President and CEO), (3) receive an annual automobile
allowance in accordance with the Company’s policy and (4) accrue vacation
in accordance with the Company’s policy for management.
If the Company terminates Mr. Benadiba’s employment with cause or he
resigns, the Company will pay him an amount equal to his accrued salary
and vacation pay earned by him up to the date of termination. Mr.
Benadiba’s participation in any of the Company’s bonus and other incentive
compensation plans will terminate automatically and he will not be
entitled to payment under any of those plans except for amounts owing to
him for the Company’s fiscal year immediately preceding the termination
date.
If the Company terminates Mr. Benadiba’s employment without cause, he will
be entitled to accrued salary, car allowance and vacation pay earned by
him up to the date of termination. His participation in all bonus and
other incentive compensation plans will terminate automatically on the
date of termination, but Mr. Benadiba will be entitled to this annual
incentive bonus based on achievement of the annual target to the
termination date and calculated pro rata up to the date of termination.
The Company will also pay him a lump sum severance amount equal to two
times the aggregate amount of his base salary, plus annual automobile
allowance plus target annual incentive bonus (the bonus being capped at
100%). To the extent permitted by law and under the Company’s benefit
plans, Mr. Benadiba’s benefits and perquisites, such as medical and dental
coverage, will
continue for a period of twenty-four months following termination and to
the extent that continuation is not permitted, the Company will reimburse
him for reasonable expenses incurred by him to replace those benefits
during the twenty-four month period following termination.
The
Employment Agreement also includes customary restrictive covenants,
under which Mr. Benadiba promises that, during the term of his
employment with the Company, during his consultancy period pursuant
to the Independent Contractor Agreement (defined below), and during
the twenty-four month period following the date he ceases to be an
Employee or termination of the Employment Agreement, he will not
engage in activities that compete with the Company’s business.
During the same period, he has also agreed not to solicit the
Company’s employees, customers or suppliers.
The Company and Mr. Benadiba also agreed that at the end of the term of
the Employment Agreement and effective as of the date following the expiry
of the term, the Company and Mr. Benadiba will enter into an Independent
Contractor Agreement (the “Independent Contractor Agreement”).
Pursuant to the terms of the Independent Contractor Agreement, the Company
will retain Mr. Benadiba as a consultant for a fixed period of two years
ending September 27, 2010. Under the Independent Contractor Agreement,
the Company will pay Mr. Benadiba an annual retainer of Cdn. $125,000.