Vice President, Human Resources Employment Agreement

EXHIBIT 10.20


EMPLOYMENT AGREEMENT


Cott Corporation
207 Queen's Quay West
Toronto, Ontario
M5J 1A7


Tel (416) 203-3898
Fax (416) 203-3914


August 20, 1998


PERSONAL AND CONFIDENTIAL


Mr. Colin Walker 175 Meridene Crescent London, Ontario N5X 1G3


Dear Colin:


I am very pleased to offer you the position of Vice President, Human Resources effective September 8, 1998. This position will report directly to myself and will be based at the corporate offices located at 207 Queen's Quay West, Toronto, Ontario.


While this letter will outline some of the terms and conditions of your employment with Cott Corporation, please note that this is not a contract of employment or a promise of employment for any specific term. In addition, this offer is conditional on receiving the approval of the Board of Directors.


Your starting base salary will be $235,000 per annum paid every two weeks. You will be provided with a car allowance of $11,700 per annum, also paid every two weeks. Performance and salary are reviewed on an annual basis in April. You will be provided with an initial grant of 40,000 stock options. The strike price will be equal to the closing price of Cott Common Shares on the Toronto Stock Exchange on the last day on which such shares are traded immediately before your first day of employment. In addition, you will be considered for annual option grants along with other Cott senior executives.


In 1998, you are entitled to four (4) weeks of paid vacation, pro-rated for the percentage of 1998 during which you will be employed by Cott, up to a maximum of 20 working days. Regular annual entitlement of four (4) weeks vacation will commence in 1999. You are encouraged to take your vacation in the calendar year in which it is earned. All earned vacation must be taken by December 31st of the year following the one in which it is earned, otherwise it may be forfeited. If you should leave the Company, the value of


any unearned vacation time taken by you will be deducted from your final pay. The fiscal 1999, you will be entitled to participate in the bonus plan as it currently exists.


This plan would entitle you to a bonus of up to 40% of your fiscal 1999 salary, dependent upon Cott's financial performance. This plan is subject to change annually at the sole discretion of Cott.


For fiscal 1999 only, you will be guaranteed a bonus of 40% pro-rated for the percentage of this fiscal year in which you will be employed by Cott. In addition, you will also be guaranteed a bonus of up to $62,500 to compensate you for that portion of the bonus you have earned for the 12 month period ending September 30, 1998 which is not paid to you by your previous employer. The bonuses will be paid on the later of signing of this letter by you and receipt of Board approval and 25% of the after tax proceeds of such bonuses must be used to purchase Cott stock within 30 days of the date on which bonuses are paid.


You will be eligible to participate in the Employee Benefits Plan, which includes medical, dental, short term and long term disability, life and optional life benefits. Details of the plan will be provided to you upon commencement of employment. Our benefits plan has a 3-month waiting period, which we are prepared to waive at your request.


Details on Cott's benefits will be sent to you under separate cover for your perusal. Additional information can be provided to you as you become eligible.


In the event that your employment is terminated by Cott for any reason other than just cause, Cott will provide you with a severance package equal to 24 months base salary, bonus, car allowance and benefits (excluding long and short term disability coverage and the out-of-country benefits). This payment will be inclusive of any amounts to which you would otherwise be entitled at law and no other compensation or payments will be made to you in such event. In addition, the payment will be subject to your signing a release in form and content satisfactory to Cott at such time.


Finally, upon ...