SEC Info - Crescendo Partners II LP - SC 13D - Cott Corp/CN - On 5/23/08

CRESCENDO PARTNERS

825 Third Avenue, 40th Floor

New York, New York 10022

May 23, 2008

PRIVATE AND CONFIDENTIAL

Csaba Reider

9 Country Estates Drive

Markham, Ontario, L6C1A4, Canada

Dear Csaba:

Further to our recent discussions concerning Crescendo Partners’ initiatives at Cott Corporation (the “Corporation”), we have summarized below the terms upon which you have indicated that you are willing to act as Chief Executive Officer of the Corporation, which terms we agree to propose and support.

Expected Date:	Promptly following Crescendo Partners receiving board representation, including your appointment as a director of the Corporation, and assuming that the board of directors appoints you as Chief Executive Officer of the Corporation.

Title:	Chief Executive Officer

Base Salary:	$625,000 per annum

Bonus:	Subject to the successful achievement of performance targets as established by the board of directors from time to time, you will be eligible for an annual target bonus of up to $312,500 in 2008 and an annual target bonus of up to 100% of Base Salary in 2009.

Options	Options to purchase 1 million common shares of the Corporation (the “Options”) issued to you on the date of your appointment as Chief Executive Officer. Each Option will be granted at an exercise price equal to the market price on the date prior to issuance. The Options will vest in 3 equal tranches at the end of year 1, year 2 and year 3, respectively. These options will be granted under the terms of the Corporation’s existing option plan and accordingly will fully vest upon a change of control in accordance with those terms.

Benefits	During your employment, you will be eligible to participate in the Corporation’s group insurance benefits plan.

-2-

Expenses:

The Corporation will reimburse you for all reasonable out-of-pocket business-related expenses incurred during your tenure as Chief Executive Officer (in accordance with the Corporation’s policies in effect from time to time).

This letter only summarizes the terms and conditions upon which you are willing to act as the Chief Executive Officer of the Corporation and which we agree to propose and support in connection with our initiatives at the Corporation. This letter does not purport to be and should not be construed as an employment agreement between you and the Corporation or between you and Crescendo Partners. There can be no assurance that you will be appointed by the Board of the Corporation to act as Chief Executive Officer in connection with Crescendo Partners’ initiatives at the Corporation.

If the foregoing accurately reflects the terms and conditions upon which you are willing to act as Chief Executive Officer of the Corporation, please sign one copy of this letter and return to us.

Sincerely,

Crescendo Partners

Eric Rosenfeld

President & CEO

* * * * *

I agree that the contents of this letter accurately reflect the terms and conditions upon which I am willing to act as Chief Executive Officer of Cott Corporation.


Witness Name:		Csaba Reider

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Crescendo Partners II LP · SC 13D · Cott Corp/CN · On 5/23/08 · EX-99.2

Filed On 5/23/08 2:41pm ET · SEC File 5-43753 · Accession Number 921895-8-1530

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

EX-99.2 · Reider Letter , Dated May 23, 2008

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