Second Canadian Employee Share Purchase Plan

EXHIBIT 10.11


COTT CORPORATION


CANADIAN EMPLOYEE SHARE PURCHASE PLAN


1. PURPOSE AND ESTABLISHMENT OF THE PLAN


1.1 Cott hereby establishes a plan to be known as "The Cott Corporation
Canadian Employee Share Purchase Plan" (the "Plan"). The Plan has been
established for the following purposes:


(a) to encourage Employees to invest in Common Shares;


(b) to facilitate such investment by providing the means whereby
Common Shares can be acquired through payroll deductions and
held for safekeeping by the Trustee on behalf of Participants;
and


(c) to allow Participating Companies to make contributions on
behalf of Participants.


2. DEFINITIONS


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


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


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


2.4 "COMMON SHARES" means whole and fractional common shares in the capital
of Cott.


2.5 "CONTRIBUTION PERIOD" means the period in any calendar year during
which a Participant begins participation in the Plan.


2.6 "EMPLOYEE" means a full-time or regular part-time employee of any of
the Participating Companies.


2.7 "GROUP REGISTERED RETIREMENT SAVINGS PLAN" means the Cott group
registered retirement savings plan currently administered by the
Trustee in respect of the Plan.


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.


2.9 "PARTICIPANT" means an Employee who is a resident of Canada and elects
to participate in the Plan pursuant to Section 3.1 hereof and/or an
Employee who has not so elected but on whose behalf contributions to
the Plan have been made by Participating Companies pursuant to Section
4.2 hereof, and in the case of the death of a Participant, includes the
personal representative of the Participant.


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2.10 "PARTICIPATING COMPANIES" means Cott 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 "TERMINATION DATE" in respect of a Terminated Participant's termination
pursuant to Section 6.6 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).


2.13 "TERMINATED PARTICIPANT" means a Participant who has been terminated in
accordance with Section 6.6 of the Plan.


2.14 "TRUST" means the "Canadian Employee Share Purchase Plan Trust" as
embodied in a trust agreement entered into between Cott and the
Trustee.


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


2.16 "UNVESTED SHARES" means those Common Shares held by the Trustee under
the Plan for the benefit of particular Participants that have not
vested for the purposes of the Plan.


2.17 "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.


3. PARTICIPATION


3.1 Employees may elect to participate in the Plan by signing and
delivering to Cott an election and authorization in the form attached
hereto as Schedule A which shall:


(a) indicate the amount (being between 1.5% and 3% of the
bi-weekly base salary of the Participant, after applicable
statutory deductions) which such Participant desires to apply
to the purchase of Common Shares and authorizing the payroll
deduction of such amount on a bi-weekly basis; and


(b) authorize Cott and/or the Trustee to cause Common Shares to be
acquired on behalf of the Participant on or about the last
trading day of each month and to cause the Common Shares so
acquired to be held for safekeeping by the Trustee as agent
for the Participant.


3.2 On or about the last trading day in each month, funds contributed to
the Plan pursuant to Section 3.1 shall be used by the Trustee 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 purchase
of Common Shares.


3.3 An election to participate in the Plan may be delivered only once in
each of Cott's fiscal years. If a Participant ceases to participate in
the Plan at any time during Cott's fiscal


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year, such Participant shall not be entitled to resume participation in
the Plan until the commencement of the following fiscal year.


4. CONTRIBUTIONS BY PARTCIPATING COMPANIES


4.1 Concurrently with each contribution by a Participant under Section 3.1
above, the Participating Companies will cause to be contributed to the
Trustee for the benefit of such Participant, an amount equal to
sixty-six and two-thirds percent (66-2/3%) of such Participant's
contribution, or such other amount which may be greater than or less
than sixty-six and two-thirds percent (66-2/3%) as the Committee may,
from time to time and at any time, designate to be contributed by the
Participating Companies to the Trustee for the benefit of a
Participant.


4.2 In addition to contributions made by Participating Companies under
Section 4.1 hereof, Participating Companies may, with the approval of
the Committee, make contributions or additional contributions in
respect of any one or more Participants. The Committee may attach any
conditions or requirements, including any conditions or requirements
respecting the vesting of Common Shares acquired with such additional
contributions, as the Committee may determine in its absolute
discretion in respect of such contributions or additional
contributions.


4.3 Notwithstanding the provisions of Sections 4.1 and 4.2, if a
Participant forfeits his or her Unvested Shares in accordance with
Sections 6.3, 6.4 or 6.6, all rights of such Participant with respect
to such forfeited Unvested Shares shall immediately terminate. The
Unvested Shares so forfeited will be reallocated by the Trustee to all
or a portion of the remaining or future Participants in satisfaction of
the current or future obligations of the Participating Companies to
make contributions unde ...