Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 4.20M
4: EX-10.12 Material Contract HTML 92K
5: EX-10.20 Material Contract HTML 55K
2: EX-10.3 Material Contract HTML 922K
3: EX-10.7 Material Contract HTML 127K
6: EX-21.1 Subsidiaries List HTML 67K
7: EX-23.1 Consent of Expert or Counsel HTML 36K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 40K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 38K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 38K
17: R1 Cover Page HTML 103K
18: R2 Audit Information HTML 42K
19: R3 Consolidated Statements of Operations HTML 145K
20: R4 Consolidated Statements of Comprehensive Income HTML 66K
(Loss)
21: R5 Consolidated Statements of Comprehensive Income HTML 44K
(Loss) (Parenthetical)
22: R6 Consolidated Balance Sheets HTML 138K
23: R7 Consolidated Balance Sheets (Parenthetical) HTML 43K
24: R8 Consolidated Statements of Cash Flows HTML 188K
25: R9 Consolidated Statements of Equity HTML 109K
26: R10 Consolidated Statements of Equity (Parenthetical) HTML 41K
27: R11 Description of Business HTML 45K
28: R12 Summary of Significant Accounting Policies HTML 128K
29: R13 Discontinued Operations HTML 48K
30: R14 Leases HTML 154K
31: R15 Revenue HTML 58K
32: R16 Acquisitions HTML 76K
33: R17 Other Expense, Net HTML 51K
34: R18 Interest Expense, Net HTML 48K
35: R19 Income Taxes HTML 137K
36: R20 Share-Based Compensation HTML 142K
37: R21 Common Shares and Net Income (Loss) per Common HTML 83K
Share
38: R22 Segment Reporting HTML 201K
39: R23 Accounts Receivable, Net HTML 45K
40: R24 Inventories HTML 46K
41: R25 Property, Plant and Equipment, Net HTML 88K
42: R26 Intangible Assets, Net HTML 84K
43: R27 Accounts Payable and Accrued Liabilities HTML 51K
44: R28 Debt HTML 115K
45: R29 Retirement Plans HTML 253K
46: R30 Consolidated Accumulated Other Comprehensive HTML 94K
(Loss) Income
47: R31 Commitments and Contingencies HTML 42K
48: R32 Fair Value Measurements HTML 60K
49: R33 Subsequent Events HTML 39K
50: R34 Schedule II?Valuation and Qualifying Accounts HTML 97K
51: R35 Summary of Significant Accounting Policies HTML 170K
(Policies)
52: R36 Summary of Significant Accounting Policies HTML 76K
(Tables)
53: R37 Discontinued Operations (Tables) HTML 50K
54: R38 Leases (Tables) HTML 98K
55: R39 Revenue (Tables) HTML 50K
56: R40 Acquisitions - (Tables) HTML 79K
57: R41 Other Expense, Net (Tables) HTML 51K
58: R42 Interest Expense, Net (Tables) HTML 48K
59: R43 Income Taxes (Tables) HTML 137K
60: R44 Share-Based Compensation (Tables) HTML 138K
61: R45 Common Shares and Net Income (Loss) per Common HTML 81K
Share (Tables)
62: R46 Segment Reporting (Tables) HTML 202K
63: R47 Accounts Receivable, Net (Tables) HTML 45K
64: R48 Inventories (Tables) HTML 47K
65: R49 Property, Plant and Equipment, Net (Tables) HTML 87K
66: R50 Intangible Assets, Net (Tables) HTML 86K
67: R51 Accounts Payable and Accrued Liabilities (Tables) HTML 51K
68: R52 Debt (Tables) HTML 99K
69: R53 Retirement Plans (Tables) HTML 257K
70: R54 Consolidated Accumulated Other Comprehensive HTML 96K
(Loss) Income (Tables)
71: R55 Fair Value Measurements (Tables) HTML 52K
72: R56 Description of Business - Additional Information HTML 75K
(Details)
73: R57 Summary of Significant Accounting Policies - HTML 212K
Additional Information (Details)
74: R58 Summary of Significant Accounting Policies - HTML 44K
Restructuring Charges (Details)
75: R59 Summary of Significant Accounting Policies - HTML 69K
Changes in Carrying Amount of Goodwill (Details)
76: R60 Discontinued Operations - Additional Information HTML 55K
(Details)
77: R61 Discontinued Operations - Summary of Discontinued HTML 76K
Operations in Statements of Operations (Details)
78: R62 Leases - Additional Information (Details) HTML 86K
79: R63 Leases - Lease Expense (Details) HTML 67K
80: R64 Leases - Balance Sheet Information (Details) HTML 68K
81: R65 Leases - Maturity (Details) HTML 77K
82: R66 Revenue - Additional Information (Details) HTML 43K
83: R67 Revenue - Disaggregation of Revenue (Details) HTML 50K
84: R68 Acquisitions - Additional Information (Details) HTML 47K
85: R69 Acquisitions - Purchase Price Allocation (Details) HTML 119K
86: R70 Acquisitions - Components of Identified Intangible HTML 57K
Assets (Details)
87: R71 Other Expense, Net - Schedule of Interest Expense HTML 51K
(Details)
88: R72 Interest Expense, Net - Schedule of Interest HTML 46K
Expense (Details)
89: R73 Income Taxes - Provision (Benefit) for Income HTML 46K
Taxes (Details)
90: R74 Income Taxes - Income Tax Expense (Details) HTML 59K
91: R75 Income Taxes - Reconciliation of Income Taxes HTML 72K
(Details)
92: R76 Income Taxes - Deferred Tax Assets and Liabilities HTML 74K
(Details)
93: R77 Income Taxes - Additional Information (Details) HTML 81K
94: R78 Income Taxes - Unrecognized Tax Benefits (Details) HTML 54K
95: R79 Share-Based Compensation - Additional Information HTML 145K
(Details)
96: R80 Share-Based Compensation - Share-based HTML 55K
Compensation Expense (Details)
97: R81 Share-Based Compensation - Unrecognized HTML 49K
Share-based Compensation Expense (Details)
98: R82 Share-Based Compensation - Schedule of Stock HTML 46K
Option Assumptions (Details)
99: R83 Share-Based Compensation - Stock Option Activity HTML 92K
(Details)
100: R84 Share-Based Compensation - Performance-based RSU HTML 80K
and Time-based RSU Activity (Details)
101: R85 Common Shares and Net Income (Loss) per Common HTML 69K
Share - Additional Information (Details)
102: R86 Common Shares and Net Income (Loss) per Common HTML 112K
Share - Reconciliation of Numerator and
Denominators of Basic and Diluted Net Income
(Loss) Per Common Share (Details)
103: R87 Common Shares and Net Income (Loss) per Common HTML 47K
Share - Summary of the Anti-dilutive Securities
Excluded from the Computation of Diluted Net
Income (Loss) Per Common Share (Details)
104: R88 Segment Reporting - Additional Information HTML 38K
(Details)
105: R89 Segment Reporting - Segment Reporting Information HTML 96K
by Operating Segment (Details)
106: R90 Segment Reporting - Revenues by Geographic Area HTML 50K
(Details)
107: R91 Segment Reporting - Revenues by Channel Reporting HTML 86K
Segment (Details)
108: R92 Segment Reporting - Property, Plant and Equipment, HTML 48K
Net by Geographic Area (Details)
109: R93 Accounts Receivable, Net - Schedule of Accounts HTML 46K
Receivable, Net (Details)
110: R94 Inventories - Summary of Inventories (Details) HTML 47K
111: R95 Property, Plant and Equipment, Net - Summary of HTML 113K
Property, Plant and Equipment (Details)
112: R96 Property, Plant and Equipment, Net - Additional HTML 44K
Information (Details)
113: R97 Intangible Assets, Net - Summary of Intangible HTML 69K
Assets (Details)
114: R98 Intangible Assets, Net - Additional Information HTML 39K
(Details)
115: R99 Intangible Assets, Net - Estimated Amortization HTML 52K
Expense for Intangible Assets (Details)
116: R100 Accounts Payable and Accrued Liabilities - HTML 56K
Schedule of Accounts Payable and Accrued
Liabilities (Details)
117: R101 Debt - Components of Debt (Details) HTML 107K
118: R102 Debt - Long term Debt Payments (Details) HTML 57K
119: R103 Debt - Revolving Credit Facility (Details) HTML 82K
120: R104 Debt - 4.375% Senior Notes due in 2029 (Details) HTML 68K
121: R105 Debt - 3.875% Senior Notes due in 2028 (Details) HTML 60K
122: R106 Debt - 5.500% Senior Notes due in 2025 (Details) HTML 61K
123: R107 Debt - Revolving Credit Facility (Details) HTML 47K
124: R108 Retirement Plans - Additional Information HTML 73K
(Details)
125: R109 Retirement Plans - Summary of Change in Benefit HTML 104K
Obligations, Change in Plan Assets and Unfunded
Status of DB Plans (Details)
126: R110 Retirement Plans - Schedule of Components of Net HTML 59K
Periodic Pension Cost (Details)
127: R111 Retirement Plans - Schedule of Amounts Included in HTML 47K
Accumulated Other Comprehensive (Loss) Income, Net
of Tax which have Not yet been Recognized in Net
Periodic Benefit Cost (Details)
128: R112 Retirement Plans - Assumptions Used to Determine HTML 50K
Benefit Obligations (Details)
129: R113 Retirement Plans - Assumptions Used to Determine HTML 48K
Net Periodic Benefit Cost (Details)
130: R114 Retirement Plans - Schedule of Pension Plan HTML 51K
Weighted-Average Asset Allocations by Asset
Category (Details)
131: R115 Retirement Plans - Schedule of Benefit Payments HTML 56K
Expected to be Paid (Details)
132: R116 Retirement Plans - Schedule of Fair Values of HTML 71K
Company's International Plan Assets (Details)
133: R117 Consolidated Accumulated Other Comprehensive HTML 65K
(Loss) Income - Changes in Consolidated
Accumulated Other Comprehensive (Loss) Income by
Component (Details)
134: R118 Consolidated Accumulated Other Comprehensive HTML 95K
(Loss) Income - Reclassifications Out of
Accumulated Other Comprehensive Income (Loss) to
Total Net Income (Loss) (Details)
135: R119 Commitments and Contingencies - Additional HTML 46K
Information (Details)
136: R120 Fair Value Measurements - Carrying Value and HTML 63K
Estimated Fair Values of Outstanding Debt
(Details)
137: R121 Subsequent Events - Additional Information HTML 40K
(Details)
138: R122 Schedule II?Valuation and Qualifying Accounts HTML 61K
(Details)
141: XML IDEA XML File -- Filing Summary XML 264K
139: XML XBRL Instance -- prmw-20221231_htm XML 5.52M
140: EXCEL IDEA Workbook of Financial Reports XLSX 290K
13: EX-101.CAL XBRL Calculations -- prmw-20221231_cal XML 435K
14: EX-101.DEF XBRL Definitions -- prmw-20221231_def XML 1.42M
15: EX-101.LAB XBRL Labels -- prmw-20221231_lab XML 3.12M
16: EX-101.PRE XBRL Presentations -- prmw-20221231_pre XML 2.05M
12: EX-101.SCH XBRL Schema -- prmw-20221231 XSD 306K
142: JSON XBRL Instance as JSON Data -- MetaLinks 789± 1.27M
143: ZIP XBRL Zipped Folder -- 0000884713-23-000017-xbrl Zip 1.35M
I
am very pleased to outline in this letter (the “Offer Letter”) the terms and conditions on which we are offering you the position of Chief Accounting Officer of Cott Corporation (the “Company”). This Offer Letter will not constitute an agreement until it has been fully executed by both parties. Please note that this Offer Letter does not contemplate a contract or promise of employment for any specific term; you will be an at will employee at all times.
1. Position and Duties.
1.1 Position. Subject to the terms and conditions hereof, you will be employed by the
Company as its Chief Accounting Officer, effective as of May 15th, 2015 (the “Employment Date”).
1.2 Responsibilities.
(a) As the Company’s Chief Accounting Officer, you will report to the Chief Financial Officer and have such duties and responsibilities as may be assigned to you from time to time by the Chief Financial Officer.
(b) You agree to devote all of your business time and attention to the business and affairs of the Company and to discharging the responsibilities assigned to you. This shall not preclude you from (i) serving on the boards of directors of a reasonable number
of charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) managing your personal affairs, so long as these activities do not interfere with the performance of your duties and responsibilities as the Company’s Chief Accounting Officer.
1.3 No Employment Restriction. You hereby represent and covenant that, except as disclosed to the Company, your employment by the Company does not violate any agreement or covenant to which you are subject or by which you are bound and that there is no such agreement or covenant that could restrict or impair your ability to perform your
duties or discharge your responsibilities to the Company.
2. Remuneration.
2.1 Base Salary. Your annual base salary will initially be at the rate of US $250,000 (“Annual Base Salary”), paid on a bi-weekly basis, pro-rated for any partial periods based on the actual number of days in the applicable period. Your performance will be evaluated at least annually, and any increase to the level of your Annual Base Salary will be determined as part of the regular annual review process.
2.2 Bonus. You will
be eligible to participate in the Company’s annual bonus plan and may earn a bonus based upon the achievement of specified performance goals. The amount of your target bonus is 50% of your Annual Base Salary. Currently the maximum potential payout permitted under the bonus plan is two (2) times the applicable target bonus for achievement of performance goals significantly in excess of the target goals, as established by the Human Resources and Compensation Committee of the Company’s Board of Directors. Please note that the bonus plan is entirely discretionary and the Company reserves in its absolute discretion the right to terminate or amend it or any other bonus plan that may be established.
3. Benefits.
3.1 Benefit
Program. You will be eligible to participate in the Company’s benefit programs generally available to other senior executives of the Company. Our benefit programs include health, disability and life insurance benefits. Employee contributions are required for our benefit program. You will also be eligible to be reimbursed or the Company will pay directly for the costs of an annual medical examination in an amount not to exceed US $1,500 per year.
3.2 401(k) Plan. In addition, you will continue to be eligible to participate in the
Company’s 401(k) Savings and Retirement Plan.
US.355779675.01
3.3 Vacation. You will be entitled to four (4) weeks vacation per calendar year. You are encouraged to take vacation in the calendar year it is earned. All earned vacation must be taken in the year in which it is earned; otherwise it may be forfeited. If you should leave the Company, the value of any unearned vacation taken by you will be considered a debt to the
Company. All vacation periods require the approval of the Chief Financial Officer.
3.4 Reimbursement. You will be reimbursed for expenses reasonably incurred in connection with the performance of your duties in accordance with the Company’s policies as established from time to time.
3.5 No Other Benefits. You will not be entitled to any benefit or perquisite other than as specifically set out in this Offer Letter or separately agreed to in writing by the Company.
4. Termination; Payments and Entitlements Upon a
Termination.
4.1 Termination. The Company may terminate your employment: (a) for Cause (as defined in Exhibit A), (b) upon your Disability (as defined in Exhibit A), or (c) for any reason or no reason, in all cases, upon reasonable notice to you. Your employment with the Company will terminate upon your death.
4.2 Involuntary Termination. Subject to Sections 4.3, 8.9, and 10.11, if your employment is terminated following the date of this Offer Letter (i) by the
Company without Cause other than by reason of your Disability or (ii) by you for Good Reason (either (i) or (ii), an “Involuntary Termination”), you will be entitled to the following payments and entitlements:
(a) Cash Severance Payment. You will receive a cash payment in an amount equal to six months of your then Annual Base Salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum, less all applicable withholding taxes, within thirty (30) days after the Involuntary Termination, except in the case of an Involuntary Termination that is part of a group termination program, in which case the payment shall be made within sixty (60) days. The Severance Amount will not be considered as compensation for purposes of determining benefits under any other qualified or non-qualified
plans of the Company.
(b) Accrued Salary and Vacation. You will be paid all salary and accrued vacation pay earned through the date of your termination, less all applicable withholding taxes, on the first regular pay date following the date of your termination.
(c) No Other Payments. Upon payment of the amounts to be paid pursuant to Sections 4.2(a) and 4.2(b), the Company shall have no further liability hereunder.
4.3 Release Required. You will not be entitled to receive the payment set forth in Section 4.2(a) and,
if applicable, Section 7, unless you execute, at least seven days before the date payment is due to be made, and do not revoke, a release in the form of Exhibit B in favor of the Company and related parties relating to all claims or liabilities of any kind relating to your employment with the Company and the Involuntary Termination of such employment.
5. Other Termination. If your employment is terminated by (a) your resignation, (b) your death, or (c) by the Company for Cause or as a result of your Disability, then you shall not be entitled to receive any severance or other payments, entitlements or benefits
other than Annual Base Salary earned through the date of termination and reimbursement for expenses through the date of termination and, in either case, not yet paid. For greater certainty, with respect to a termination by reason of death or by reason of a Disability, nothing in this Offer Letter shall derogate from any rights and/or entitlements that you may be entitled to receive under any other equity compensation or benefit plan of the Company applicable to you.
6. Resignation. If you are a director of the Company or a director or an officer of a company affiliated or related to the Company at the time
of your termination, you will be deemed to have resigned all such positions, and you agree that upon termination you will execute such tenders of resignation as may be requested by the Company to evidence such resignations.
7. Rights under Equity Plans. The provisions of this Offer Letter are subject to the terms of the Company’s equity plans in effect from time to time. Any equity awards granted to you under the equity plans shall be forfeited or not, vest or not, and, in the case of stock options and stock appreciation rights, become exercisable or not, as provided by and subject to the terms of the applicable equity plan.
8. Restrictive
Covenants.
US.355779675.01
8.1 Confidentiality.
(a) You acknowledge that in the course of carrying out, performing and fulfilling your obligations to the Company hereunder, you will have access to and will be entrusted with information that would reasonably be considered confidential to the Company or its Affiliates, the disclosure of which to competitors
of the Company or its Affiliates or to the general public, will be highly detrimental to the best interests of the Company or its Affiliates. Such information includes, without limitation, trade secrets, know-how, marketing plans and techniques, cost figures, client lists, software, and information relating to employees, suppliers, customers and persons in contractual relationship with the Company. Except as may be required in the course of carrying out your duties hereunder, you covenant and agree that you will not disclose, for the duration of your employment or at any time thereafter, any such information to any person, other than to the directors, officers, employees or agents of the
Company that have a need to know such information, nor shall you use or exploit, directly or indirectly, such information for any purpose other than for the purposes of the Company, nor will you disclose or use for any purpose, other than for those of the Company or its Affiliates, any other information which you may acquire during your employment with respect to the business and affairs of the Company or its Affiliates. Notwithstanding all of the foregoing, you shall be entitled to disclose such information if required pursuant to a subpoena or order issued by a court, arbitrator or governmental body, agency or official, provided that you shall first have:
(ii) consulted with the Company on whether there is an obligation or defense to providing some or all of the requested information;
(iii) if the disclosure is required or deemed advisable, cooperate with the Company in an attempt to obtain an order or other assurance that such information will be accorded confidential treatment.
(b) Notwithstanding the foregoing, you may disclose information relating to your own compensation and benefits to your spouse, attorneys, financial advisors and taxing authorities. Please note that pursuant to rules promulgated by the U.S. Securities and
Exchange Commission under the Securities Exchange Act of 1934 in effect on the date hereof, the amount and components of your compensation may be required to be publicly disclosed on an annual basis.
8.2 Inventions. You acknowledge and agree that all right, title and interest in and to any information, trade secrets, advances, discoveries, improvements, research materials and databases made or conceived by you prior to or during your employment relating to the business or affairs of the Company, shall belong to the Company. In connection with the foregoing, you agree to execute any assignments and/or acknowledgements as may be requested by the Chief Financial Officer from time to time.
8.3 Corporate
Opportunities. Any business opportunities related to the business of the Company which become known to you during your employment with the Company must be fully disclosed and made available to the Company by you, and you agree not to take or attempt to take any action if the result would be to divert from the Company any opportunity which is within the scope of its business.
8.4 Non-Competition and Non-Solicitation.
(a) You
will not at any time, without the prior written consent of the Company, during your employment with the Company and for a period after the termination of your employment that is equal to the number of months used in the calculation of the Severance Payment under Section 4.2(a) (regardless of the reason for such termination or whether the Severance Payment is made), either individually or in partnership, jointly or in conjunction with any person or persons, firm, association, syndicate, corporation or company, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, directly or indirectly:
(i) anywhere in the Territory, engage in, carry on or otherwise have any interest in, advise, lend money to, guarantee the debts or obligations of,
permit your name to be used in connection with any business which is competitive to the Business or which provides the same or substantially similar services as the Business;
(ii) for the purpose, or with the effect, of competing with any business of the Company, solicit, interfere with, accept any business from or render any services to anyone who is a client or a prospective client of the Company or any Affiliate at the time you ceased to be employed by the Company or who was a client during the 12 months immediately preceding such time;
US.355779675.01
(iii)
solicit or offer employment to any person employed or engaged by the Company or any Affiliate at the time you ceased to be employed by the Company or who was an employee during the 12-month period immediately preceding such time.
(b) Nothing in this Offer Letter shall prohibit or restrict you from holding or becoming beneficially interested in up to one (1%) percent of any class of securities in any company provided that such class of securities are listed on a recognized stock exchange in Canada or the United States or on the NASDAQ.
(c) If you are at any time in violation of any provision of this Section 8.4, then each time limitation set forth in this Section 8.4 shall be extended for a period of time equal to the
period of time during which such violation or violations occur. If the Company seeks injunctive relief from any such violation, then the covenants set forth shall be extended for a period of time equal to the pendency of the proceeding in which relief is sought, including all appeals therefrom.
8.5 Insider and Other Policies. You will comply with all applicable securities laws and the Company’s Insider Trading Policy and Insider Reporting Procedures in respect of any securities of the Company that you may acquire, and you will comply with all other of the
Company’s policies that may be applicable to you from time to time.
8.6 Non-Disparagement. You will not disparage the Company or any of its affiliates, directors, officers, employees or other representatives in any manner and will in all respects avoid any negative criticism of the Company.
8.7 Injunctive Relief.
(a) You acknowledge and agree that in the event of a breach of the covenants, provisions and restrictions in this Section 8, the Company’s remedy in the form of monetary
damages will be inadequate and that the Company 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 Section 8 are reasonable in all of the circumstances and you acknowledge that the operation of restrictions contained in this Section 8 may seriously constrain your freedom to seek other remunerative employment. 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
Company 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.
8.8 Survival of Restrictions. Each and every provision of this Section 8 shall survive the termination of this Offer Letter or your employment (regardless of the reason for such termination).
8.9 Forfeiture. Notwithstanding the provisions of Section 4.2, if following any Involuntary Termination it shall be determined that the you have breached (either before or after such termination) any of the agreements in this Section 8, the
Company shall have no obligation or liability or otherwise to make any further payment under Section 4.2 from and after the date of such breach, except for payments, if any, that cannot legally be forfeited.
9. Code Section 409A.
9.1 In General. This Section 9 shall apply to you if you are subject to Section 409A of the United States Internal Revenue Code of 1986 (the “Code”), but only with respect to any payment due hereunder that is subject to Section 409A of the Code.
9.2 Release. Any requirement that you execute and not revoke a release to receive a payment hereunder shall apply to a payment described in Section 9.1 only if the
Company provides the release to you on or before the date of your Involuntary Termination.
9.3 Payment Following Involuntary Termination. Notwithstanding any other provision herein to the contrary, any payment described in Section 9.1 that is due to be paid within a stated period following your Involuntary Termination shall be paid:
US.355779675.01
(a) If, at the time of your Involuntary Termination, you are a “specified employee” as defined in Section 409A of the Code, such payment shall be made as of the
later of (i) the date payment is due hereunder, or (ii) the earlier of the date which is six months after your “separation from service” (as defined under Section 409A of the Code), or the date of your death; or
(b) In any other case, on the later of (i) last day of the stated period, or if such stated period is not more than 90 days, at any time during such stated period as determined by the Company without any input from you, or (ii) the date of your “separation from service” (as defined under Section 409A of the Code).
9.4 Reimbursements. The following shall apply to any reimbursement that is a payment described in Section 9.1: (a) with respect to any such reimbursement under Section 10.8,
reimbursement
shall not be made unless the expense is incurred during the period beginning on your effective hire date and ending on the sixth anniversary of your death; (b) the amount of expenses eligible for reimbursement during your taxable year shall not affect the expenses eligible for reimbursement in any other year; and (c) the timing of all such reimbursements shall be as provided herein, but not later than the last day of your taxable year following the taxable year in which the expense was incurred.
9.5 Offset. If you are subject to Section 409A of the Code, any offset under Section 10.11 shall apply to a payment described in Section 9.1 only if the debt or obligation was incurred in the ordinary course of your employment with the Company, the entire amount of the set-off in any
taxable year of the Company does not exceed $5,000, and the set-off is made at the same time and in the same amount as the debt or obligation otherwise would have been due and collected from you.
9.6 Interpretation. This Offer Letter shall be interpreted and construed so as to avoid the additional tax under Section 409A(a)(1)(B) of the Code to the maximum extent practicable.
10.
General Provisions.
10.1 Entire
Agreement. This Offer Letter, together with the plans and documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to your employment. All promises, representation, collateral agreements and undertakings not expressly incorporated in this Offer Letter are hereby superseded by this Offer Letter.
10.2 Amendment. This Offer Letter may be amended or modified only by a writing signed by both of the parties hereto.
10.3 Assignment. This Offer Letter may be assigned by the
Company to any successor to its business or operations. Your rights hereunder may not be transferred by you except by will or by the laws of descent and distribution and except insofar as applicable law may otherwise require. Any purported assignment in violation of the preceding sentence shall be void.
10.4 Governing Law; Consent to Personal Jurisdiction and Venue. This Offer Letter takes effect upon its acceptance and execution by the Company. The validity, interpretation, and performance of this Offer Letter shall be governed, interpreted, and construed in accordance with the laws of the State of Florida without giving effect to the principles of comity or conflicts of laws thereof. You hereby consent to personal jurisdiction and venue, for any action brought by the
Company arising out of a breach or threatened breach of this Offer Letter or out of the relationship established by this Offer Letter, exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida; and, if applicable, the federal and state courts in any jurisdiction where you are employed or reside; you hereby agree that any action brought by you, alone or in combination with others, against the Company, whether arising out of this Offer Letter or otherwise, shall be brought exclusively in the United States District Court for the Middle District of Florida, Tampa Division, or in the Circuit Court in and for Hillsborough County, Florida.
10.5 Severability. The
invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Offer Letter shall not affect the enforceability of the remaining portions of the Offer Letter or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in the Offer Letter shall be declared invalid, the Offer Letter shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.
US.355779675.01
10.6 Section
Headings and Gender. The section headings contained herein are for reference purposes only and shall not affect in any way the meaning or interpretation of this agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require.
10.7 No Term of Employment. Nothing herein obligates the Company to continue to employ you. Where lawfully permitted in any jurisdiction in which you perform employment responsibilities on behalf of the Company, your employment shall be at will.
10.8 Indemnification. The
Company will indemnify and hold you harmless to the maximum extent permitted by applicable law against judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorneys’ fees, in connection with the defense of, or as a result of any action or proceeding (or any appeal from any action or proceeding) in which you are made or are threatened to be made a party by reason of the fact that you are or were an officer of the Company or any Affiliate. In addition, the Company agrees that you shall be covered and insured up to the maximum limits provided by any insurance which the Company maintains to indemnify its directors and officers (as well as any insurance that it maintains to indemnify
the Company for any obligations which it incurs as a result of its undertaking to indemnify its officers and directors).
10.9 Survivorship. Upon the termination your employment, the respective rights and obligations of the parties shall survive such termination to the extent necessary to carry out the intended preservation of such rights and obligations.
10.10 Taxes. All payments under this Offer Letter shall be subject to withholding of such amounts, if any, relating to tax or other payroll deductions as the Company may reasonably determine and should withhold pursuant to any applicable
law or regulation.
10.11 Set-Off. Except as limited by Section 9.5, the Company may set off any amount or obligation which may be owing by you to the Company against any amount or obligation owing by the Company to you.
10.12 Records. All books, records, and accounts relating in any manner to the Company or to any suppliers, customers, or clients of the
Company, whether prepared by you or otherwise coming into your possession, shall be the exclusive property of the Company and immediately returned to the Company upon termination of employment or upon request at any time.
10.13 Counterparts. This Offer Letter may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
10.14 Consultation with Counsel. You acknowledge that you have conferred with your own counsel with respect to this Offer Letter, and that you understand the restrictions
and limitations that it imposes upon your conduct.
Jason, please indicate your acceptance of this offer by returning one signed original of this Offer Letter.
“Affiliate” shall mean, with respect to any person or entity (herein the “first party”), any other person or entity that directs or indirectly controls, or is controlled by, or is under common control with, such first party. The term “control” as used herein (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to: (i) vote 50% or more of the outstanding voting securities of such person or entity, or (ii) otherwise direct or significantly influence the management or policies of such person or entity by contract or otherwise.
“Business”
shall mean the business of manufacturing, selling or distributing carbonated soft drinks, juices, water and other non-alcoholic beverages to the extent such other non-alcoholic beverages contribute, or are contemplated or projected to contribute, materially to the profits of the Company at the time of termination of your employment.
“Cause” shall mean your:
(a) willful failure to properly carry out your duties and responsibilities or to adhere to the policies of the Company after written notice by the Company of the failure to do so, and such failure remaining uncorrected following an
opportunity for you to correct the failure within ten (10) days of the receipt of such notice;
(b) theft, fraud, dishonesty or misappropriation, or the gross negligence or willful misconduct, involving the property, business or affairs of the Company, or in the carrying out of your duties, including, without limitation, any breach of the representations, warranties and covenants contained herein;
(c) conviction of or plea of guilty to a criminal offence that involves fraud, dishonesty, theft or violence;
(d) breach of a fiduciary duty owed to the Company; or
(e) refusal to follow the lawful written reasonable and good faith direction
of the Board.
“Disability” shall mean any incapacity or inability by you, including any physical or mental incapacity, disease, illness or affliction, which has prevented or which will likely prevent you from performing the essential duties of your position for six (6) consecutive months or for any cumulative period of 125 business days (whether or not consecutive) in any two (2) year period.
“Good Reason” shall mean any of the following:
(a) a material diminution in your title or assignment to you of materially inconsistent duties;
(b) a reduction in your then-current Annual Base Salary or target bonus opportunity as a percentage of Annual Base Salary, unless such reduction is made applicable to all senior
executives;
(c) relocation of your principal place of employment to a location that is more than 50 miles away from your principal place of employment on the Employment Date, unless such relocation is effected at your request and with your approval;
(d) a material breach by the Company of any provisions of this Offer Letter, or any employment agreement to which you and the Company are parties, after written notice by you of the breach and such failure remaining uncorrected following an opportunity for the Company to correct such failure within ten (10) days of the receipt of such notice; or
(e)
the failure of the Company to obtain the assumption in writing of its obligation to perform this Offer Letter by any successor to all or substantially all of the business or assets of the Company within fifteen (15) days after a merger, consolidation, sale or similar transaction.
“Territory” shall mean the countries in which the Company and its subsidiaries conduct the Business or in which the Company plans to conduct the Business within the following 12 months.
US.355779675.01
Exhibit
B
Form of Release
In consideration of the mutual promises, payments and benefits provided for in the Offer Letter between COTT Corporation (the “Corporation”) and Jason Ausher (the “Employee”) dated May 6th, 2015 the Corporation and the Employee agree to the terms of this Release Agreement. Capitalized terms used and not defined in this Release Agreement shall have the meanings assigned thereto in the Offer Letter.
1.
The
Employee acknowledges and agrees that the Corporation is under no obligation to offer the Employee the payments and benefits set forth in Section 4.2 of the Offer Letter unless the Employee consents to the terms of this Release Agreement. The Employee further acknowledges that he/she is under no obligation to consent to the terms of this Release Agreement and that the Employee has entered into this agreement freely and voluntarily.
2.
In consideration of the payment and benefits set forth in the Offer Letter and the Corporation’s release set forth in paragraph 5, the Employee voluntarily, knowingly and willingly releases and forever discharges the Corporation
and its Affiliates, together with its and their respective officers, directors, partners, shareholders, employees and agents, and each of its and their predecessors, successors and assigns (collectively, “Releasees”), from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever that the Employee or his/her executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have against the Releasees by reason of any matter, cause or thing whatsoever arising prior to the time of signing of this Release Agreement by the Employee. The release being provided by the Employee in this Release Agreement includes, but is not limited to, any rights or claims relating in any way to the Employee’s employment relationship with the Corporation or any its Affiliates, or the termination thereof, or under any statute, including, but
not limited to the Employment Standards Act, 2000, the Human Rights Code, the Workplace Safety and Insurance Act re-employment provisions, the Occupational Health & Safety Act, the Pay Equity Act, the Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, and the Americans With Disabilities Act, or pursuant
to any other applicable law or legislation governing or related to his/her employment or other engagement with the Corporation. The Employee is aware of his rights under the Human Rights Code and represents, warrants, and hereby confirms that he is not asserting such rights, alleging that any such rights have been breached, or advancing a human rights claim or complaint. In no event shall this Release apply to the Employee’s right, if any, to indemnification, under the Employee’s employment agreement or otherwise, that is in effect on the date of this Release and, if applicable, to the Corporation’s obligation to maintain in force reasonable director and officer insurance in respect of such indemnification obligations.
3.
The
Employee acknowledges and agrees that he/she shall not, directly or indirectly, seek or further be entitled to any personal recovery in any lawsuit or other claim against the Corporation or any other Releasee based on any event arising out of the matters released in paragraph 2.
4.
Nothing herein shall be deemed to release: (i) any of the Employee’s continuing rights under the Offer Letter; or (ii) any of the vested benefits that the Employee has accrued prior to the date this Release Agreement is executed by the Employee under the employee benefit plans and arrangements of the Corporation or any of its Affiliates; or (iii) any claims that may arise after the date this Release
Agreement is executed.
US.355779675.01
5.
In consideration of the Employee’s release set forth in paragraph 2, the Corporation knowingly and willingly releases and forever discharges the Employee from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever that the Corporation now has or hereafter
can, shall or may have against him/her by reason of any matter, cause or thing whatsoever arising prior to the time of signing of this Release Agreement by the Corporation, provided, however, that nothing herein is intended to release (i) any claim the Corporation may have against the Employee for any illegal conduct or arising out of any illegal conduct, (ii) any recovery of incentive compensation paid to the Employee pursuant to the Dodd-Frank Wall Street and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, rules, regulations and listing standards promulgated thereunder, or Company policies implementing the same as may be in effect from time to time.
6.
The
Employee acknowledges that he has carefully read and fully understands all of the provisions and effects of the Offer Letter and this Release Agreement. The Employee also acknowledges that the Corporation, by this paragraph 6 and elsewhere, has advised him/her to consult with an attorney of his/her choice prior to signing this Release Agreement. The Employee represents that, to the extent he/she desires, he/she has had the opportunity to review this Release Agreement with an attorney of his/her choice.
7.
The Employee acknowledges that he/she has been offered the opportunity to consider the terms of this Release Agreement for a period of at least forty-five (45) days,
although he/she may sign it sooner should he/she desire. The Employee further shall have seven (7) additional days from the date of signing this Release Agreement to revoke his/her consent hereto by notifying, in writing, the General Counsel of the Corporation. This Release Agreement will not become effective until seven days after the date on which the Employee has signed it without revocation.
Primo Water Corporation (the “Company”) recently amended and restated its Severance and Non-Competition Plan (the “Plan”). We believe the amendments made to the Plan are generous, and would like to offer you the opportunity to become a participant in the Plan. However, the terms of your May 6, 2015 Offer Letter with Cott Corporation, now Primo Water Corporation (“Offer Letter”) already provide you with certain defined severance benefits (i.e., 6 months
of your annual base salary) if your employment is terminated by the Company without Cause (other than for reason of disability) or by you for Good Reason. (See Section 4.2 of Offer Letter.) For that reason, your participation in the Plan would be in lieu of the severance benefits currently provided in your Offer Letter.
As amended and restated, the Plan provides tiered severance benefits, based on a severance multiplier of a participant’s current base salary plus target bonus. As a participant, you would be eligible for severance benefits as a “Level 3 Employee”, which has a severance multiplier of 1.0, and the other benefits (e.g., outplacement services) set forth in the Plan. (A copy of the amended and restated Plan is attached hereto.)
Should
you elect to accept the Company’s offer to participate in the Plan, your Offer Letter will be amended such that, upon your execution of this letter agreement, the term “Company” used in the Offer Letter shall refer to “Primo Water Corporation”, and Sections 4.2, 8.4, and 8.6 of your Offer Letter shall be deleted and replaced with the language below:
4.2. Involuntary Termination. You shall be entitled to the benefits of and be bound by the obligations under the Amended and Restated Severance and Non-Competition Plan (the “Severance and Non-Competition Plan”) as a “Level 3 Employee” in the event your employment terminates as a result of an Involuntary Termination (as defined in the Severance and Non-Competition Plan, a copy of which is attached).
8.4. Non-Competition
and Non-Solicitation.
(a)You shall be bound by the restrictive covenants contained in the Severance and Non-Competition Plan.
(b)Nothing in this Offer Letter shall prohibit or restrict you from holding or becoming beneficially interested in up to one (1%) percent of any class of securities in any company provided that such class of securities are listed on a recognized stock exchange in Canada or the United States.
(c)If you are at any time in violation of any restrictive covenant contained in the Severance and Non-Competition Plan, then each time limitation set forth in the restrictive covenant at issue shall be extended for
a period of time equal to the period of time during which such violation or violations occur. If the Company seeks injunctive relief from any such violation, then the covenants set forth shall be extended for a period of time equal to the pendency of the proceeding in which relief is sought, including all appeals therefrom.
US.355779675.01
8.6 Non-Disparagement. You shall be bound by the Non-Disparagement provision set forth in the Severance and Non-Competition Plan.
All
other terms and conditions of your Offer Letter shall remain unchanged, provided that if there is any conflict between a term in the Offer Letter and the Severance and Non-Competition Plan, you agree that the Company may resolve such conflict by applying the term providing greater protection to the Company and its interests.
Should you accept the terms of this letter agreement, including the amendments to your Offer Letter described above, please acknowledge your understanding and agreement by signing below.
I wish to participate in the Plan. I acknowledge and agree that Sections 4.2, 8.4, and 8.6 of my Offer Letter have been amended as described in this letter and that all other terms of my Offer Letter remain unchanged.
/s/ Jason Ausher_____________________________ 12/22/2020____________
