COTT CORP /CN/
EX-10.15
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<TYPE>EX-10.15
<SEQUENCE>3
<FILENAME>t12324exv10w15.txt
<DESCRIPTION>EX-10.15
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                                                                   EXHIBIT 10.15

                                COTT CORPORATION
                                    ("Cott")

                      SHARE PLAN FOR NON-EMPLOYEE DIRECTORS

1.0      PURPOSE AND ESTABLISHMENT OF THIS PLAN

1.1      Cott hereby establishes a plan (the "Plan") to be known as the "Cott
         Corporation Share Plan for Non-Employee Directors" for the purpose of
         enhancing Cott's ability to attract and retain talented individuals to
         serve as members of the board of directors and to promote a greater
         alignment of interests between non-employee members of the board of
         directors and the shareowners of Cott.

2.0      DEFINITIONS

2.1      In this Plan, the following terms have the following meanings:

         "BOARD" means the board of directors of Cott.

         "COMMITTEE" means the Human Resources and Compensation Committee of the
         Board.

         "COMMON SHARES" means common shares in the capital of Cott.

         "COTT" means Cott Corporation, a corporation governed by the laws of
         Canada.

         "EFFECTIVE DATE" means 1st November 2003.

         "ELECTION DATE" means the date on which an Eligible Director files an
         election with the Corporate Secretary of Cott pursuant to section 3.0.

         "ELIGIBLE DIRECTOR" means any director who is neither an employee nor a
         full-time officer of Cott or any affiliate or subsidiary of Cott on the
         applicable Election Date.

         "ELIGIBLE FEES" means all annual retainers and fees paid to Eligible
         Directors in their capacity as such (including the annual retainer paid
         to the director who is the Chairman of the Board, annual fees paid to
         directors acting as chairman of a committee of the Board and fees paid
         for attendance at meetings of the Board and of committees of the
         Board).

         "PARTICIPANT" means an Eligible Director who has delivered an election
         in accordance with section 3.0.

         "PLAN" means this Cott Corporation Share Plan for Non-Employee
         Directors.

         "PLAN SHARES" means Common Shares held by the Trustee pursuant to the
         Plan.

         "PURCHASE DATE" shall be, unless otherwise determined by the Committee,
         the last day of March, June, September and December in each year.

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         "TERMINATION" means the date on which a Participant ceases to serve on
         the Board by reason of his or her death, retirement from, or loss of
         office as a member of the Board.

         "TRUST" means the "Cott Corporation Share Plan for Non-Employee
         Directors Trust" as embodied in a trust agreement entered into between
         Cott and the Trustee.

         "TRUSTEE" means Canada Trust Company or its successor for the time
         being in the trusts created hereby and by the Trust.

3.0      PARTICIPATION AND METHOD OF ELECTING

3.1      Each Eligible Director may elect to receive all or a portion of his or
         her Eligible Fees in the form of Common Shares. The Eligible Director
         must complete and deliver to the Corporate Secretary of Cott an annual
         written election designating the portion of his or her Eligible Fees
         that is to be paid in Common Shares as follows:

         (a)      for Eligible Directors in office on the Effective Date, the
                  election for 2003 shall be delivered within 30 days after the
                  Effective Date;

         (b)      for Eligible Directors not in office on the Effective Date,
                  the election for 2003 shall be delivered within 30 days after
                  the Eligible Director is elected or appointed as a director of
                  Cott; and

         (c)      in respect of any subsequent year, the election shall be made
                  at least 30 days prior to the commencement of that year
                  (unless an Eligible Director takes office during that year in
                  which case the election shall be made within 30 days after the
                  Eligible Director is elected or appointed as a director).

3.2      An election made in accordance with the foregoing shall be effective
         for the year or balance thereof in respect of which it is made. An
         election may be revoked or changed by an Eligible Director only with
         respect to the period in the year for which Plan Shares have not yet
         been credited to that Eligible Director.

3.3      If no election is made, the Eligible Director shall be deemed to have
         elected to be paid the Eligible Fees entirely in cash.

3.4      Each Participant will be provided with a copy of this Plan and the
         Trust.

4.0      OPERATION OF THIS PLAN

4.1      Cott shall cause to be deposited with the Trustee (in Canadian dollars)
         all Eligible Fees in respect of which a Participant has delivered an
         election pursuant to section 3.1.

4.2      As soon as practicable after receiving such funds, the Trustee shall
         use such funds to acquire Common Shares on the Toronto Stock Exchange
         at the prevailing market price of Common Shares at the time and on the
         date of acquisition of the Common Shares.

4.3      The acquisition of Common Shares by the Trustee in accordance with the
         terms of this Plan shall comply at all times and in all respects with
         all applicable laws, including, without limitation, all rules,
         regulations and by-laws of the Toronto Stock Exchange and all rules and
         policies of applicable securities regulatory authorities.

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5.0      ALLOCATION, DELIVERY AND POSSESSION OF PLAN SHARES

5.1      As soon as practicable after each acquisition of Common Shares pursuant
         to section 4.2, but prior to the end of the calendar year in which such
         Common Shares are acquired, the Trustee shall determine in respect of
         each Participant:

         (a)      the amount of all Eligible Fees received in the year by the
                  Trustee from Cott on behalf of such Participant;

         (b)      the number of Common Shares acquired pursuant to this Plan on
                  behalf of such Participant; and

         (c)      that Participant's proportionate share of all income for the
                  year from the property of the Trust.

5.2      No income of the Trust shall be paid or declared payable to a
         Participant prior to the Termination of such Participant.

5.3      Within 10 days after the Termination of a Participant Cott shall cause
         the Trustee to deliver to the Participant the Plan Shares to which such
         Participant is entitled under the Plan.

5.4      If a take-over bid (within the meaning of the Securities Act
         (Ontario)), other than a take-over bid exempt from the requirements of
         Part XX of such Act pursuant to Sections 93(1)(b) or (c) thereof (a
         "Qualifying Take-over Bid"), is made for the Common Shares, each
         Participant shall have the right by notice to the Trustee, to direct
         the Trustee to tender such Participant's Plan Shares to the Qualifying
         Take-over Bid. Any proceeds received by the Trustee in respect of a
         Participant's Plan Shares tendered to a Qualifying Take-over Bid shall
         be held by the Trustee for the benefit of such Participant until the
         Termination of such Participant.

5.5      Until delivered to a Participant pursuant to the provisions of this
         Plan, Common Shares acquired on behalf of a Participant shall be held
         for safekeeping by the Trustee as agent for such Participant.

6.0      NO RIGHT TO SERVICE

6.1      Neither participation in the Plan nor any action under the Plan shall
         be construed to give any Eligible Director a right to be retained in
         the service of Cott.

7.0      ACCOUNTING AND REPORTING

7.1      An account will be maintained for each Participant in which there will
         be recorded the number of Common Shares and all amounts received by the
         Trustee on behalf of such Participant, the number of Common Shares held
         by the Trustee for such Participant and such other information as may
         be necessary or advisable in connection with the administration of this
         Plan.

7.2      A Participant will be provided with a summary of his or her account on
         an annual basis.

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8.0      WITHDRAWAL AND LIMITATION ON PLAN SHARES

8.1      A Participant may only withdraw Plan Shares after Termination. After
         Termination, a Participant may request (a) delivery to him or her of
         certificates representing Plan Shares, if applicable and this can be
         done electronically or via mail, or (b) a cheque representing the
         proceeds of a sale of any such Plan Shares. Plan Shares which have
         become deliverable pursuant to the provisions of this Plan are not
         subject to any restriction concerning their use, other than as may be
         imposed by applicable laws or by Cott's policies relating to the
         trading in securities of Cott which are then in effect. However, a
         Participant shall not, directly or indirectly, assign, transfer or
         encumber in any manner whatsoever any rights in and to Plan Shares held
         on such Participant's behalf under this Plan.

8.2      Only share certificates representing whole Common Shares will be
         delivered to Participants. If a Participant is entitled to a fraction
         of a Common Share, such entitlement will be satisfied by the payment to
         such Participant of the then current market value of such fraction of a
         share.

9.0      DIVIDENDS AND OTHER RIGHTS

9.1      The Trustee shall use all cash dividends received by it in a year in
         respect of all Plan Shares held by it on behalf of any Participant to
         purchase additional Common Shares. Any Common Shares so acquired by the
         Trustee and Common Shares received by the Trust by way of stock
         dividend shall become Plan Shares and may only be delivered to
         Participants in accordance with section 5.3.

9.2      If the Trustee becomes entitled to subscribe for additional shares or
         securities of Cott by virtue of the Trustee being the registered holder
         of Common Shares, the Trustee, if so requested by any Participant and
         if the Participant has provided the Trustee with all amounts necessary
         to exercise such subscription rights with respect to the Common Shares
         then held by the Trustee on behalf of such Participant, shall exercise
         such rights in the name of the Trustee on behalf of such Participant.
         Upon issuance of the additional shares or securities, such additional
         shares or securities so received by the Trustee on behalf of the
         Participant shall be immediately deliverable to the Participant.

9.3      The Trustee may attend all meetings of shareholders of Cott which it
         shall be entitled to attend by virtue of being a registered holder of
         Common Shares and shall vote the Common Shares held on behalf of each
         Participant at every such meeting in such manner as each such
         Participant shall have directed in writing, and in default of any such
         direction, the Trustee shall vote or refrain from voting. The Trustee
         will, if so required by any Participant, execute all proxies necessary
         or proper to enable the Participant to attend and vote the Common
         Shares held by the Trustee on behalf of such Participant at such
         meeting in place of the Trustee.

10.0     TAX MATTERS

10.1     If, for any reason whatsoever, the Trustee and/or Cott becomes
         obligated to withhold and/or remit to any applicable taxation authority
         (whether domestic or foreign) any amount in connection with this Plan
         in respect of a Participant, then the Trustee or Cott, as the case may
         be, shall provide written notice of such obligation to the Participant
         and

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         shall make the necessary arrangements, as acceptable to the Trustee or
         Cott, in connection with the amount which must be withheld and/or
         remitted.

10.2     On the date a Participant ceases to serve on the Board, pursuant to the
         terms of this Plan, the Trustee shall, in respect of such Participant,
         once advised by Cott that the Participant has ceased to be a member on
         the Board, provide Cott with written notice of the number of Plan
         Shares held in such Participant's account and the market value of such
         Plan Shares. The Company shall be responsible for reporting the market
         value of such Plan Shares as income to the Canadian taxation
         authorities.

11.0     AMENDMENT OF PLAN AND TRUST

11.1     From time to time the Committee or the board of directors of Cott may
         amend or vary any provisions of this Plan and any provisions of the
         Trust, but no amendment of this Plan or the Trust, or any termination
         of this Plan, shall divest any Participant of his or her entitlement to
         Plan Shares as provided herein or of any rights a Participant may have
         in respect of the Plan Shares, without the prior written consent of the
         Participant. No amendment of this Plan shall affect the rights and
         duties of the Trustee without its prior written consent.

12.0     PLAN TERMINATION

12.1     The Board may, in its sole discretion without the consent of any
         Participant or beneficiary, terminate the Plan at any time by giving
         written notice thereof to each Participant. All distributions under the
         Plan shall be made to the persons entitled thereto at such time and in
         such manner as the Committee shall determine, but not later than the
         date on which distributions would have been made had the Plan not been
         terminated.

13.0     GENERAL

13.1     The Trustee shall be entitled to rely on a certificate of the President
         and CEO, the Senior Vice President of Human Resources or the General
         Counsel of Cott as to the Termination of a Participant.

13.2     The Committee or the board of directors of Cott may by resolution make,
         amend or repeal at any time and from time to time such regulations not
         inconsistent herewith as it may deem necessary or advisable for the
         proper administration and operation of this Plan.

13.3     The directors and/or officers of Cott are hereby authorized to sign and
         execute all instruments and documents and do all things necessary or
         desirable for carrying out the provisions of this Plan.

13.4     This Plan and the Trust are 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 and the Trust shall be
         according to the laws of the Province of Ontario and the laws of Canada
         applicable therein.

13.5     This Plan and the Trust shall enure to the benefit of and be binding
         upon Cott, its successors and assigns. The interest hereunder of any
         Participant shall not be transferable or alienable by such individual
         either by assignment or in any other manner whatsoever and, during his
         or her lifetime, shall be vested only in him or her, but, upon such

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         Participant's death, shall enure to the benefit of and be binding upon
         the personal representatives of the Participant.

13.6     This Plan is an "employee benefit Plan" for the purposes of the Income
         Tax Act (Canada), as amended.

DATED as of 1st November 2003.

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