2000 Executive Incentive Share Purchase Plan

EXHIBIT 10.10


COTT CORPORATION


2000 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 2000 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 2000 fiscal year (being the
period from January 2, 2000 to December 30, 2000).


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, 2000.


2.5 "COMMON SHARES" means whole and 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 of
the Participating Companies.


2.8 "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.


2.9 "PARTICIPANT" means an Employee during Cott's 2000 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.


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2.10 "PARTICIPATING COMPANIES" means Cott, BCB USA Corp., Cott Beverages
Limited and any other company designated as a Participating Company
from time to time by the Committee.


2.11 "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.


2.12 "TERM" means the term of the Plan beginning on January 2, 2000 and
ending on the date that the Common Shares purchased on behalf of each
Participant fully vest as set out in section 5.3 (b) below.


2.13 "TERMINATION DATE" in respect of a Terminated Participant's termination
pursuant to Section 5.5 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).


2.14 "TERMINATED PARTICIPANT" means a Participant who has been terminated in
accordance with Section 5.5 of the Plan.


2.15 "TRUST" means the "2000 Cott Corporation Executive Incentive Share
Compensation Plan Trust" as embodied in a trust agreement entered into
between Cott and the Trustee.


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


2.17 "UNVESTED SHARES" means Common Shares that have been allocated to a
Participant pursuant to section 5.1, but which have not yet vested in
such Participant pursuant to the provisions of this Plan.


2.18 "VESTING DATE" means, in the singular, the date that the Common Shares
vest pursuant to Section 5.3 (a) or (b) of this Agreement and
collectively, shall be referred to as the "Vesting Dates".


2.19 "VESTED SHARES" means those Common Shares held by the Trustee under the
Plan for the benefit of particular Participants that have vested for
the purposes of the Plan.


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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 2000 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
Trustee 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.


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5.0 ALLOCATION, VESTING AND POSSESSION


5.1 As soon as practicable after the acquisition of Common Shares pursuant
to section 4.4, but in any event prior to August 31, 2001 the Trustee
shall determine in respect of each Participant:


(a) the number of Common Shares acquired with the amount
contributed to this Plan on behalf of such Participant;


(b) all amounts received in respect of Cott's 2000 fiscal year by
the Trustee from Cott which were contributed on behalf of such
Participant; and


(c) that Participant's proportionate share of all profits for
Cott's 2000 fiscal year from the property of the Trust
(determined without regard to any capital gain made by the
Trust or capital loss sustained by it).


5.2 Within thirty (30) days following the final Vesting Date in section
5.3(b) below, the Trustee shall pay to each Participant then in the ...