SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Crescendo Partners II LP – ‘SC 13D’ on 5/23/08 re: Cott Corp/CN – EX-99.2

On:  Friday, 5/23/08, at 2:41pm ET   ·   Accession #:  921895-8-1530   ·   File #:  5-43753

Previous ‘SC 13D’:  ‘SC 13D/A’ on 5/12/08   ·   Next:  ‘SC 13D/A’ on 6/20/08   ·   Latest:  ‘SC 13D/A’ on 9/20/16

  in    Show  and    Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/23/08  Crescendo Partners II LP          SC 13D                 4:318K Cott Corp/CN                      Olshan Frome Wolosky LLP

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership           HTML    143K 
 2: EX-99.1     Joint Filing Agreement                              HTML     15K 
 3: EX-99.2     Reider Letter , Dated May 23, 2008                  HTML     14K 
 4: EX-99.3     Benadiba Letter, Dated May 23, 2008                 HTML     14K 


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


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 99.2
 
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

 

 

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing    Date    Other Filings
Filed on:5/23/084,  4/A
 List all Filings 
Top
Filing Submission 0000921895-08-001530   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2019 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Aug. 20, 12:54:00.0pm ET