COTT CORP /CN/
2002 EXECUTIVE INCENTIVE SHARE COMPENSATION PLAN
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<TYPE>EX-10.11
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<FILENAME>t09239exv10w11.txt
<DESCRIPTION>2002 EXECUTIVE INCENTIVE SHARE COMPENSATION PLAN
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                                                                   Exhibit 10.11

                                COTT CORPORATION


                2002 EXECUTIVE INCENTIVE SHARE COMPENSATION PLAN

1.0      PURPOSE AND ESTABLISHMENT OF THIS PLAN

1.1      Cott Corporation hereby establishes a plan to be known as the "Cott
         Corporation 2002 Executive Incentive Share Compensation Plan" (the
         "Plan") for the purpose of rewarding certain Employees of Cott
         Corporation and its affiliates for exceeding one hundred percent (100%)
         of their respective annual performance objectives and to which
         contributions for such purpose will be made by or on behalf of the
         Participating Companies.

2.0      DEFINITIONS

2.1      "ACT" means the Income Tax Act (Canada), as amended.

2.2      "ANNUAL PERFORMANCE OBJECTIVES" means the annual performance objectives
         as established or approved by the Committee from time to time with
         respect to each Participant in Cott's 2002 fiscal year (being the
         period from January 2, 2002 to December 30, 2002).

2.3      "COMMITTEE" means the Human Resources and Compensation Committee of the
         board of directors of Cott.

2.4      "COMMENCEMENT OF THE PLAN" means January 2, 2003.

2.5      "COMMON SHARES" means whole or fractional common shares in the capital
         of Cott.

2.6      "COTT" means Cott Corporation, a corporation amalgamated under the laws
         of Canada.

2.7      "EMPLOYEE" means a full-time or regular part-time employee of any
         Participating Company.

2.8      "EMPLOYEE SAVINGS PLAN TRUST AGREEMENT" means the "Employee Savings
         Plan Trust Agreement" entered into between Cott and the Trustee to
         carry out the purposes of the Plan in respect of the Common Shares that
         have vested in accordance with the terms hereof, as amended from time
         to time.

2.9      "EMPLOYEE STOCK PURCHASE PLAN TRUST AGREEMENT" means the "Employee
         Stock Purchase Plan Trust Agreement" entered into between Cott and the
         Trustee to carry out the purposes of the Plan in respect of assets
         under the Plan other than Common Shares that have vested in accordance
         with the terms hereof, as amended from time to time.

2.10     "EBP FUND" means the trust fund established pursuant to the Employee
         Stock Purchase Plan Trust Agreement to hold all of the assets under the
         Plan other than Common Shares that have vested in accordance with the
         terms hereof.


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2.11     "ESP FUND" means the trust fund established pursuant to the Employee
         Savings Plan Trust Agreement to hold the Common Shares that have vested
         in accordance with the terms hereof.

2.12     "NORMAL RETIREMENT" means retirement from office or employment with a
         Participating Company (at the election of the Participant and as agreed
         to by the Participating Company) coincident with or following the
         attainment by the Participant of age fifty-five years.

2.13     "PARTICIPANT" means an Employee during Cott's 2002 fiscal year and who
         is designated as a Participant from time to time by the Committee and,
         in the case of death of a Participant, includes the personal
         representative of the Participant.

2.14     "PARTICIPATING COMPANY" means Cott, Cott Beverages Inc., Cott Beverages
         Limited and any other company designated as a Participating Company
         from time to time by the Committee.

2.15     "PERMANENT DISABILITY" means the complete and permanent incapacity of a
         Participant, as determined by a Cott approved licensed medical
         practitioner, due to a medically determinable physical or mental
         impairment which prevents such Participant from performing
         substantially all of the essential duties of his or her office or
         employment.

2.16     "PLAN" means this Cott Corporation 2002 Executive Incentive Share
         Compensation Plan.

2.17     "TERM" means the term of the Plan beginning on January 2, 2003 and
         ending on the date that the Common Shares purchased on behalf of each
         Participant fully vest as set out in section 5.4(b) hereof.

2.18     "TERMINATION DATE" in respect of a Terminated Participant's termination
         within the meaning of section 5.6 hereof means the Participant's last
         day of active service (without regard to any notice of termination
         owing pursuant to statute, regulation, agreement or common law).

2.19     "TERMINATED PARTICIPANT" means a Participant who has been terminated
         within the meaning of section 5.6 hereof.

2.20     "TRUST AGREEMENTS" means, collectively, the Employee Stock Purchase
         Plan Trust Agreement and the Employee Savings Plan Trust Agreement.

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

2.22     "UNVESTED SHARES" means, at any particular time, Common Shares that
         have been acquired on behalf of a Participant but which have not yet
         vested in such Participant in accordance with the terms hereof.

2.23     "VESTING DATE" means, in the singular, the date that the Common Shares
         vest pursuant to section 5.4(a) or (b) hereof and collectively, shall
         be referred to as the "Vesting Dates".


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2.24     "VESTED SHARES" means those Common Shares held by the Trustee for the
         benefit of particular Participants that have vested in accordance with
         the terms hereof.

3.0      PARTICIPATION

3.1      Participants will be automatically enrolled in this Plan at the time
         that the Committee or its designee designates such individual as a
         "Participant".

3.2      Each Participant will be provided with a copy of this Plan.

4.0      OPERATION OF THIS PLAN

4.1      Within 120 days after the end of Cott's 2002 fiscal year, the Committee
         shall determine in respect of such fiscal year,

         (a)      the Employees of the Participating Companies who shall be
                  designated as "Participants" for this Plan for such fiscal
                  year on the basis of whether such Participant exceeded one
                  hundred percent (100%) of his or her annual performance
                  objectives; and

         (b)      the extent (in terms of Canadian dollars) of the participation
                  of such Participants in respect of such fiscal year.

4.2      Within 30 days after the determinations contemplated by section 4.1 are
         made by the Committee, Cott shall cause to be contributed to the Fund
         for the benefit of each Participant employed by each Participating
         Company, the relevant amounts (in Canadian dollars) determined by the
         Committee to be payable in respect of the Participants employed by each
         such Participating Company.

4.3      As soon as practicable after receiving the funds referred to in section
         4.2, 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.

4.4      The purchase of Common Shares by the Trustee in accordance with the
         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 policies and regulations of
         applicable securities regulatory authorities.

5.0      ALLOCATION, VESTING AND POSSESSION

5.1      As soon as practicable after each acquisition of Common Shares pursuant
         to the terms of this Plan, but in any event prior to the end of each
         calendar year, the Trustee shall determine in respect of each
         Participant

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


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         (b)      all amounts received in respect of Cott's 2002 fiscal year by
                  the Trustee from Cott which were contributed on behalf of such
                  Participant.

5.2      Prior to the end of each calendar year, the Trustee shall allocate and
         pay or declare payable to each Participant his or her proportionate
         share of the amount, if any, by which the income of the EBP Fund for
         the year exceeds all payments made out of the EBP Fund's income for the
         year to or for the benefit of the Participants. If not paid at the end
         of each calendar year, the amounts so allocated shall be paid to the
         Participants by the Trustee as soon as practicable, but in any event
         within ninety (90) days after the end of each calendar year.

5.3      Prior to the end of each calendar year, the Trustee shall allocate to
         each Participating Company the amounts by which (i) the total of all
         payments made in the year out of or under the EBP Fund to or for the
         benefit of Participants employed (or formerly employed) by that
         Participating Company (or to the heir or legal representative thereof)
         exceeds (ii) the income of the EBP Fund for the year.

5.4      Subject to the provisions of this Plan, the Common Shares purchased on
         behalf of each Participant shall vest on the following basis:

         (a)      30% thereof shall vest on each of January 2, 2004 and January
                  2, 2005; and

         (b)      40% thereof shall vest on January 2, 2006.

5.5      If the employment of a Participant is terminated by reason of the
         death, Normal Retirement or Permanent Disability of such Participant,
         all Unvested Shares acquired on behalf of such Participant shall
         immediately become vested in that Participant. Such Participant must
         take immediate delivery of the share certificate(s) evidencing all
         Vested Shares, or the cash equivalent (as determined in accordance with
         section 7.2), and thereafter shall have no further entitlement under
         this Plan.

5.6      If the employment of a Participant is terminated for any reason
         (including, but not limited to, termination without cause) other than
         death, Normal Retirement or Permanent Disability, all rights of such
         Terminated Participant with respect to all Unvested Shares shall
         terminate on the Terminated Participant's Termination Date. Thereafter,
         such Terminated Participant shall have no further entitlement under the
         Plan and shall cease to be a beneficiary under the Plan. The Unvested
         Shares so forfeited will be reallocated by the Trustee on a pro rata
         basis to the remaining Participants. The Terminated Participant must
         deliver a written direction to Cott within ninety (90) days of such
         Termination Date to either: (i) take all steps necessary to convert
         such Terminated Participant's Vested Shares to cash and to forward a
         cheque for the amount of cash so realized to such Terminated
         Participant; or (ii) deliver the share certificate(s) to the Terminated
         Participant evidencing such Vested Shares. In the event that a
         Terminated Participant fails to deliver such notification within such
         ninety (90) days, and after receipt of written notice from Cott, the
         Trustee shall issue and deliver share certificates to the Terminated
         Participant evidencing such Vested Shares. Notwithstanding the
         foregoing, if all Participants are terminated (either pursuant to this
         section 5.6 and/or section 5.5 above) during the Term of the Plan, then
         all Unvested Shares shall immediately vest and shall be


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         redistributed to all individuals who were Participants as of the
         Commencement of the Plan (other than those who have been terminated
         pursuant to section 5.5 above whose Unvested Shares would have
         thereupon become vested) on a pro-rata basis on the basis of the
         original allocation of Common Shares to the Participants at the
         Commencement of the Plan (with the necessary adjustments having regard
         to section 5.5).

5.7      Notwithstanding anything else contained herein, if there is:

         (a)      a consolidation, merger or amalgamation of Cott with or into
                  any other corporation whereby the voting shareholders of Cott
                  immediately prior to such event receive less than 50% of the
                  voting shares of the consolidated, merged or amalgamated
                  corporation;

         (b)      a sale by Cott of all or substantially all of Cott's
                  undertakings and assets; or

         (c)      a proposal by or with respect to Cott being made in connection
                  with a liquidation, dissolution or winding-up of Cott,

         all of each Participant's Unvested Shares shall immediately vest in
         that Participant.

5.8      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, all
         Unvested Shares shall immediately vest conditional upon successful
         completion of such Qualifying Take-over Bid and each Participant shall
         have the right to tender such Unvested Shares to the Qualifying
         Take-over Bid by notice of guaranteed delivery. If a Qualifying
         Take-over Bid is made for the Common Shares, and such Qualifying
         Take-over Bid does not permit tendering by notice of guaranteed
         delivery, Cott shall, on consummation of such a Qualifying Take-over
         Bid, subject to compliance with all applicable laws and regulations,
         repurchase each Unvested Share held by the Participants at a purchase
         price equal to the offer price pursuant to the Qualifying Take-over
         Bid. Cott will take all reasonable steps necessary to facilitate or
         guarantee the exercise by the Participants of the rights hereinbefore
         described.

5.9      All Common Shares held by the Trustee on behalf of a Participant that
         vest in accordance with the terms hereof shall be distributed from the
         EBP Fund and shall no longer constitute part of the EBP Fund. All such
         Vested Shares shall be held in the ESP Fund by the Trustee on behalf of
         a Participant. The Trustee shall hold all such Vested Shares in
         accordance with the terms of this Plan and the terms of the Employee
         Savings Plan Trust Agreement.

6.0      ACCOUNTING AND REPORTING

6.1      An account or accounts will be maintained for each Participant in which
         there will be recorded all contributed amounts allocated to such
         Participant, the number of Common Shares acquired on behalf of such
         Participant, the number of Vested Shares, the market value of such
         Common Shares and Vested Shares and such other information as may be
         necessary or advisable in connection with the administration of this
         Plan.


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

7.0      WITHDRAWAL AND LIMITATION ON UNVESTED SHARES

7.1      A Participant may, at any time and from time to time by notice to Cott,
         in the form set out in the attached Schedule A, request: (a) delivery
         to him or her of certificates representing such Participant's Vested
         Shares, if applicable; or (b) a cheque representing the proceeds of a
         sale of any of such Participant's Vested Shares.

7.2      In respect of the election referred to in Section 7.1(b) above, the
         Trustee shall sell such number of Vested Shares as are referred to on
         the Toronto Stock Exchange at the prevailing market price of the Common
         Shares at the time and at the date of the sale of the Common Shares.

7.3      Vested Shares are not subject to any restriction concerning their use
         other than pursuant to Cott's policies respecting the trading of the
         Common Shares by Employees or by law. A Participant shall not, directly
         or indirectly, assign, transfer or encumber in any manner whatsoever
         any rights in and to Unvested Shares held on such Participant's behalf
         under this Plan.

7.4      Only whole Vested Shares will be delivered. If a Participant is
         entitled to a fraction of a Vested Share, such entitlement will be
         satisfied by the cash payment to such Participant of the then current
         market value of such fraction of a share.

8.0      DIVIDENDS AND OTHER RIGHTS

8.1      The Trustee shall use all cash dividends received by it in a year in
         respect of all Vested Shares and Unvested Shares held by it on behalf
         of any Participant to purchase additional Common Shares to be allocated
         (on a fully vested basis) to Participants, pro rata, as of the date on
         which the dividend was paid. Stock dividends received by the Trustee in
         a year in respect of all Vested Shares and Unvested Shares held by it
         on behalf of any Participant shall be allocated to that Participant on
         a fully vested basis, in the same year as such dividends are received
         by the Trustee.

8.2      The Trustee shall use all income earned by the EBP Fund and the ESP
         Fund, if any, to purchase additional Common Shares to be allocated (on
         a fully vested basis) to Participants, pro rata, as of the date of the
         purchase of such additional Common Shares.

8.3      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 fully vested in the Participant.

8.4      The Trustee may attend all meetings of shareholders of Cott which it
         shall be entitled to attend by virtue of being the registered holder of
         Common Shares and shall vote the


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         Common Shares held on behalf of each Participant at every such meeting
         in such manner as each Participant shall have directed in writing, and
         in default of any such direction, the Trustee shall refrain from voting
         the Vested Shares and Unvested Shares. The Trustee will, if so required
         by any Participant, execute all proxies necessary or proper to enable
         the Participant to attend such meeting in place of the Trustee.

8.5      The Company shall promptly transmit to each Participant all notices of
         conversion, redemption, tender, exchange, subscription, class action,
         claim in insolvency proceedings or other rights or powers that the
         Company receives from the Trustee relating to the Common Shares.

9.0      TAX MATTERS

9.1      If, for any reason whatsoever, the Trustee and/or a Participating
         Company 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 the Participating Company, as the case may be, shall provide written
         notice of such obligation to the Participant and shall make the
         necessary arrangements, as acceptable to the Trustee or the
         Participating Company, in connection with the amount which must be
         withheld and/or remitted.

9.2      Upon the vesting of any Common Shares pursuant to the terms of this
         Plan, the Trustee shall, in respect of each Participant, provide Cott
         with written notice of the amount vested and the market value of the
         Vested Shares. Cott shall be responsible for reporting the
         Participant's vested amount as income to the Canadian taxation
         authorities. The Trustee shall, in respect of each Participant, be
         responsible for reporting to the Canadian taxation authorities any
         income allocated and paid to the Participant in accordance with section
         5.2 hereof.

10.0     AMENDMENT OF PLAN AND TRUST AGREEMENTS

10.1     From time to time the Committee or the board of directors of Cott may
         amend any provisions of this Plan and any provisions of the Trust
         Agreements and the Committee or the board of directors of Cott may
         terminate this Plan at any time, but no amendment of this Plan or the
         Trust Agreements, or any termination of this Plan, shall divest any
         Participant of his or her entitlement to Common Shares as provided in
         Article 5 or of any rights a Participant may have in respect of the
         Common 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.

11.0     GENERAL

11.1     The Trustee shall be entitled to rely on a certificate of the CEO, the
         Senior Vice President of Human Resources or the Corporate Secretary of
         Cott as to any of the following matters:

         (a)      when the employment of a Participant with a Participating
                  Company has terminated; and


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         (b)      the date of death, Normal Retirement or Permanent Disability
                  of any Participant.

11.2     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. In particular, the
         board of directors of Cott may delegate to any officers of a
         Participating Company such administrative duties and powers as it may
         see fit with respect to this Plan.

11.3     Two officers of Cott, one of whom must be the CEO, the Senior Vice
         President of Human Resources or the Corporate Secretary, 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.

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

11.5     This Plan and the Trust Agreements 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
         Participant 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 Participant's death, shall enure to the benefit of and be
         binding upon the personal representatives of the Participant.

11.6     Any questions of interpretation of the Plan will be submitted to the
         Committee for resolution. Any resolution of such a question of
         interpretation of the Plan by the Committee shall be final in all
         respects, and in particular, shall not be subject to any appeals
         whatsoever.

11.7     This Plan is, with respect to all assets in the EBP Fund, an "Employee
         Benefit Plan" for the purposes of the Act.

         Executed on the 2nd day of January, 2003 with an effective date of the
         2nd day of JANUARY, 2003.

                                     COTT CORPORATION

                                     PER:    /s/ Colin Walker
                                             -----------------------------------
                                             NAME:  Colin Walker
                                             TITLE:  Senior Vice President


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                                     COTT BEVERAGES INC.

                                     PER:    /s/ Colin Walker
                                             -----------------------------------
                                             NAME:  Colin Walker
                                             TITLE: Senior Vice President


                                     COTT BEVERAGES LIMITED

                                     PER:    /s/ Raymond P. Silcock
                                             -----------------------------------
                                             NAME:  Raymond P. Silcock
                                             TITLE:  Executive Vice President
                                             and Chief Financial Officer


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