Remuneration Contract Clauses (372)

Remuneration. 2.1. Base Salary. Your annual base salary will initially be at the rate of US $850,000 per year ("Annual Base Salary"), paid on a bi-weekly basis, prorated for any partial periods based on the actual number of days in the applicable period. Your performance will be evaluated at least annually, and any increase to the level of your Annual Base Salary will be determined as part of the regular annual review process. 2.2. Bonus. You will be eligible to participate in the Company's annual bonus plan... and may earn a bonus based upon the achievement of specified performance goals. The amount of your target bonus is 100% of your Annual Base Salary. The bonus year is the Company's fiscal year. Currently the maximum potential payout permitted under the bonus plan is two (2) times the applicable target bonus for achievement of performance goals significantly in excess of the target goals, as established by the Human Resources and Compensation Committee of the Company's Board of Directors (the "HRCC"). Please note that the bonus plan is entirely discretionary, and the Company reserves in its absolute discretion the right to terminate or amend it or any other bonus plan that may be established. 2.3. LTI Grant. You will be entitled to receive a long term incentive ("LTI") award equivalent to US $2,300,000 comprised of stock options (37.5%), performance-based restricted share units (37.5%) and time-based restricted share units (25%), granted to you in December 2018 during the regularly scheduled LTI grant cycle. The stock options and time-based restricted share units will vest ratably in three equal annual installments from the grant date, and the performance-based restricted units will vest based upon the achievement of a specific level of cumulative pre-tax income over the three-year period ending at the end of fiscal 2021. The LTI award, including the vesting terms, will be governed by the terms of the Cott Corporation equity incentive plan under which the award is made (the "Equity Plan") and your award agreement. You will be eligible for future LTI awards that will be based on your performance. Annual grants are issued following approval by the HRCC at its regularly scheduled meetings in December. View More

Remuneration. The Company shall pay to the Consultant for all Services rendered hereunder: (a) the sum of Three Thousand Five Hundred US Dollars ($3,500.00) per month, excluding GST, payable on the 1st day of each month; (b) The Consultant's out of pocket expenses incurred on behalf of the Company. In respect of expenses, Consultant shall provide statements and vouchers to the Company as and when required by it. (c) The Consultant will be entitled to receive a performance related bonus on the same terms and... conditions as for persons participating in any bonus plan that may be established and approved by the Company's board of Directors. Any bonus payable to the Consultant will be at the sole discretion of the Company's Board of Directors, acting reasonably. View More

Remuneration. The Company shall remunerate The Consultant for the provision of its services under this Agreement with two hundred thousand (200,000) restricted shares of the common stock (the "Compensation Shares"), to be issued within thirty (30) days from the enforcement of this Agreement on 18.02.2016.

Remuneration. During the Term, the Company shall pay to Employee as compensation for Employee's services hereunder: (a) a base salary equal to $153,000 per annum for the period from the date hereof through June 30, 2018, payable in a manner consistent with the Company's payroll practices, which amount shall increase thereafter on first day of each fiscal year, commencing as of July 1, 2018, by the greater of (i) three percent (3%) per annum, or (ii) the percentage increase, if any, in the Consumer Price... Index for all urban consumers as published by the U.S. Bureau of Labor Statistics ("CPI") at the end of the immediate preceding year over the CPI as of the beginning of such year (measured in each case from the nearest date on or prior to the relevant anniversary date of the Term for which CPI data is published); (b) an annual bonus of $10,000 for the fiscal year ending June30, 2018, if Employee is employed by the Company as of such date, and for each subsequent fiscal year, such bonus or bonuses as may be determined by the Board of Directors of the Company (the "Board"), or the compensation committee thereof (the "Compensation Committee"), in its sole discretion, in each case payable not later than the 97th day of the next fiscal year; and (c) As soon as reasonably practicable following the date of this Agreement, the Company's Stock Option Committee shall grant to Employee non-qualified options (the "Stock Options") to purchase 7,500 shares of common stock of the Company, par value $0.05 per share (the "Common Stock"), exercisable at an exercise price equal to the fair market value of the shares of Common Stock of the Company on the date of grant, pursuant to the Company's 2012 Stock Option Plan, as amended (the "Plan"). The Stock Options will (i) have a ten-year term, including for the maximum period after any termination of Employee's employment by the Company permitted under the Plan, and (ii) become exercisable one-third on each of the first, second and third anniversaries of the date of grant; provided, however, such vesting shall be accelerated by 12 months upon the occurrence of a Change in Control (as defined below) and shall contain a cashless exercise provision. For purposes of this Agreement, a "Change in Control" of the Company shall be deemed to have taken place (A) if as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Company within twelve months before such transaction shall cease to constitute a majority of the Board of the Company of any successor entity; (B) the consummation of a merger or consolidation of the Company, with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the contributing or surviving entity's issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned beneficially by persons other than the shareholders who owned beneficially more than 50% of the combined voting power of the Company's securities immediately prior to such merger, consolidation or other reorganization; (C) the sale, transfer of other disposition of all or substantially all of the Company's assets. View More

Remuneration. If the Converted Salary actually paid was in excess of the Salary (in USD) on an annualized FX basis then any Bonus payment due to the Executive shall be reduced according to the difference (whenever the next Bonus is payable). If the Converted Salary actually paid wss less than the Salary (in USD) on an annualized FX basis then the Executive shall be paid the difference in the following month. iii.The Salary shall be payable in twelve (12) equal monthly installments per annum in arrears and... shall be subject to review by the Compensation Committee annually but without any commitment to increase the Salary. For the avoidance of doubt, the Executive's Salary (as may be increased from time to time) shall not be decreased during their employment pursuant to their Agreement. 4 b.The Executive will, during their employment, have the opportunity to earn an annual bonus of up to not less than one hundred percent (100%) of Executive's annual Salary (such amount, the "Target Bonus") and a maximum annual bonus of up to two (2) times the Target Bonus (the "Maximum Annual Bonus"), the amount of such Target Bonus and the terms thereof to be established annually by the Compensation Committee. The annual bonus shall be consistent with the Company's short term incentive plan (such plan or any other short term cash bonus plan the Company may adopt with respect to its senior executives, the "STIP") and the award criteria applicable to other senior executives of the Company. Annual performance goals will be established by the Compensation Committee (following consultation with the Executive), and such goals, once final, will be communicated to the Executive as promptly as practicable after the start of the applicable year. Any annual bonus that becomes payable hereunder shall be paid to Executive as determined by the Compensation Committee. For the avoidance of doubt, in light of the postponement of the effective date of Executive's increase in Base Salary to January 1, 2022, the Executive's STIP for 2021 will be calculated on a pro-rated basis as though the new Base Salary were in effect as of July 1, 2021. c.Any bonus payment will not be pensionable. d.The Executive will, during their employment, be eligible to receive incentive and equity (or equity-based) compensation and any other benefits to be determined annually by the Compensation Committee. The Executive shall also eligible to participate in any long-term incentive plan ("LTIP") available to senior executives of the Company. e.In light of the delayed effective date for Executive's increase in Base Salary, Executive will continue to receive a car allowance paid in GBP in the amount of $19,332 through December 31, 2021 at which time the car allowance will cease. View More

Remuneration. As full and complete compensation for services described in this Agreement, the Company shall compensate Consultant as follows: 4.1For undertaking this engagement and for other good and valuable consideration, the Company agrees to cause to be delivered to the Consultant a "Commencement Bonus" payable in the form of 100,000 (one hundred thousand) shares of the Company's Restricted Common Stock, which represents less than 5% of the issued and outstanding shares of common stock in the Company.... This Commencement Bonus shall be issued to the Consultant immediately following execution of this Agreement and shall, when issued and delivered to Consultant, be fully paid and non-assessable. The Company understands and agrees that Consultant has foregone significant opportunities to accept this engagement. The shares of common stock issued as a Commencement Bonus, therefore, constitute payment for Consultant's agreement to consult to the Company and are non-refundable, non-apportionable, and non-ratable retainer; such shares of common stock are not a prepayment for future services. If the Company decides to terminate this Agreement after entered into for any reason whatsoever, it is agreed and understood that Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it as Commencement Bonus hereunder. Further, if and in the event the Company is acquired in whole or in part, during the term of this Agreement, it is agreed and understood Consultant will not be requested or demanded by the Company to return any of the shares of Common Stock paid to it hereunder. It is further agreed that if at any time during the term of this Agreement, the Company or substantially all of the Company's assets are merged with or acquired by another entity, or some other change occurs in the legal entity that constitutes the Company, the Consultant shall retain and will not be requested by the Company to return any of the shares of Common Stock. 4.2With each transfer of shares of Common Stock to be issued pursuant to this Agreement (collectively, the "Shares"), Company shall cause to be issued a certificate representing the Common Stock and a written opinion of counsel for the Company stating that said shares are validly issued, fully paid, and non-assessable and that the Issuance and eventual transfer of them to Consultant pursuant to this Agreement shall have been validly issued, fully paid, and non-assessable and that the issuance, and any transfer of them to Consultant shall have been duly authorized by the Company's board of directors. View More

Remuneration. In consideration of the Employee's services pursuant to this Agreement, the Corporation shall: 2.1.1. pay to the Employee, no less than $19,230.77 bi-weekly which annualizes to $500,000.00, as annual gross base salary, in accordance with the Corporation's remuneration policies; 2.1.2. review and increase the annualized gross base salary described in section 2.1.1 at the end of each fiscal year end, such salary adjustment being at the discretion of the Board of Directors of the Corporation. The... salary adjustment is subject to the terms and conditions of the Corporation's remuneration policies; 2.1.3. pay to the Employee, in the first quarter of each fiscal year, a target cash bonus of 70% of the then gross base salary provided in Section 2.1.1. and Section 2.1.2., based on the Employee's and the Corporation's performance during the previous fiscal year, such performance evaluation and bonus determination being at the discretion of the Board of Directors of the Corporation. The cash bonus is subject to the terms and conditions of the Corporation's performance bonus plans. Employee shall be eligible to receive a pro-rated target cash bonus for the fiscal year ending December 31, 2017. View More

Remuneration. As full and complete compensation for services described in this Agreement, the Company shall compensate Consultant as follows: 4.1 For undertaking this engagement and for other good and valuable consideration, the Company agrees to cause to be delivered to the Consultant, as a single one-time payment, Three Million (3,000,000) shares of the Company's restricted common stock. Consultant acknowledges that the shares issued to it involve a high degree of risk and further acknowledges that it and... each of its equity owners, is an accredited investor (as defined under Rule 501 of the Securities Act of 1933, as amended) and can bear the economic risk of receiving the shares, which may include the total loss of, and each of its equity owners, is an accredited investor (as defined under Rule 501 of the Securities Act of 1933, as amended) and compensation. Consultant is not an underwriter of, or dealer in, the common stock of the Company, nor is Consultant participating, pursuant to a contractual agreement or otherwise, in the distribution of the Company's common shares. 4.2 The Company shall be responsible for, and shall bear, all expenses directly and necessarily incurred in connection with Consultant's delivery of Services described in Paragraph 2. All expenses shall be pre-approved in writing by the Company. View More

Remuneration. Subject to Clause 3, the Service Remuneration (as defined in the Appendix) shall be paid to the Consultant in accordance with the provisions set out in the Appendix, provided that this Agreement is not terminated. 2.2. The Consultant acknowledges that none of the Shares (as defined in the Appendix) may be offered or sold except pursuant to an effective registration statement under the Securities Act of 1933 of the United States of America ("Securities Act"}, or pursuant to an exemption from, or... in a transaction not subject to, the registration requirements of the Securities Act. 2.3. The Consultant has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks in the Shares and has the ability to bear the economic risks of its investment decision and can afford the complete loss of such investment in the Shares. 0 2.4. The Company shall pay all the costs incurred in connection with removal of the restrictive and other legends on the certificates (or restrictions on transfer) of all the Shares issued to the Consultant, applying for and obtaining an effective registration statement for all such Shares, delivery and transmission of the certificates without restrictive and other legends (or of the registered Shares) to the Consultant's bro ker, and all such other actions and things required to enable all such Shares to be tradeable in the OTC Markets, Nasdaq or NYSE. View More

Remuneration. Employee acknowledges and agrees that the Company has paid Employee all monies, wages, salary, accrued and unused paid time off, expenses and bonuses due to Employee through the Separation Date. Employee is not entitled to any additional remuneration from the Company other than the consideration outlined within this Agreement. In addition, Employee acknowledges that Employee is not aware of any time worked during Employee's employment for which Employee has not already been fully compensated.