SEC Info - Molson Coors Beverage Co. - ‘10-K’ for 12/31/21

This Award Notice evidences the award of restricted stock units (each, an “RSU” or collectively, the “RSUs”) that have been granted to, [NAME], by Molson Coors Beverage Company, a Delaware corporation (the “Company”), subject to your acceptance of the terms of this Award Notice, the [YEAR] Restricted Stock Unit Agreement, which is attached hereto (the “Agreement”) and the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan (the “Plan”). When vested, each RSU entitles you to receive one share of Class B common stock of the Company, par value $0.01 per share (the “Shares”). The RSUs are granted pursuant to the terms of the Plan.

This Award Notice constitutes part of, and is subject to the terms and provisions of, the Agreement and the Plan, which are incorporated by reference herein. Capitalized terms used but not defined in this Award Notice shall have the meanings set forth in the Agreement or in the Plan.


Grant Date:			[Grant Date]

Number of RSUs:			[Number] RSUs, subject to adjustment as provided under Section 4.4 of the Plan.

Vesting Schedule:			Subject to the provisions of the Agreement and the Plan and provided that you remain a director of the Company through the respective vesting date set forth below, the RSUs shall vest as follows:


	Vesting Date	Vested Percentage of RSUs
	[]	[]%
	[]	[]%
	[]	[]%

	Except for termination of directorship due to Retirement (defined in the Agreement), death or disability, any unvested portion of the Award will be forfeited and/or cancelled on the date you cease to be a director of the Company.

Settlement Date:	Each vested RSU will be settled in Shares as soon as practicable following vesting but in no event later than December 31st of the calendar year in which the Vesting Date occurs.

Effect of Termination of Employment:	To the extent not already vested or previously forfeited, your RSUs shall become 100% vested upon your termination of service as a director of the Company due to: (i) your Retirement; (ii) your death; or (iii) your disability. To the extent not already vested or previously forfeited, your RSUs shall become 100% vested upon a Change in Control prior to your termination of service with the Company.

You must accept this Award Notice and the Agreement by logging onto your account with [ ] and accepting this Award Notice and the Agreement. If you fail to do so, the RSUs will be null and void. By accepting the RSUs granted to you in the Award, you agree to be bound by all of the provisions set forth in this Award Notice, the Agreement, and the Plan.

Molson Coors Beverage Company (the “Company”) has granted to you an Award consisting of restricted stock units, subject to the terms and conditions set forth herein and in the Director Restricted Stock Unit Award Notice (the “Award Notice”). The Award has been granted to you pursuant to the Amended and Restated Molson Coors Beverage Company Incentive Compensation Plan (the “Plan”). The decisions and interpretations of the Committee are binding, conclusive and final upon any questions arising under the Award Notice, this [YEAR] Restricted Stock Unit Agreement (the “Agreement”) or the Plan. Unless otherwise defined herein or in the Award Notice, capitalized terms shall have the meanings assigned to such terms in the Plan.

2.Vesting of RSUs. The RSUs shall become vested and nonforfeitable in accordance with the Vesting Schedule set forth in the Award Notice. Vesting may be accelerated as described in the Award Notice. For purposes of this Agreement, “Retirement” means cessation of service as a director as a result of the Company’s corporate governance policies relating to director services, such as those pertaining to tenure, age or change in job responsibilities from those held when elected, or other circumstances as may be approved by the Company’s Nominating Committee.

5.Voting Rights/Dividend Equivalents. Since RSUs do not represent actual Shares, no voting rights arise upon receipt of RSUs. A cash payment equal to the aggregate amount of dividends, if any, that would have been paid on the underlying Shares will be paid (without interest) when the RSUs vest and such Shares are distributed.

9.Amendment. The Committee may amend, alter, modify, suspend or terminate the Award Notice or this Agreement at any time and from time to time, in whole or in part; provided, however, no amendment, alteration, modification, suspension or termination of the Award Notice or Agreement shall adversely affect in any material way the Award Notice or this Agreement, without your written consent,

except to the extent such amendment, alteration, modification, suspension or termination is reasonably determined by the Committee in its sole discretion to be necessary to comply with applicable laws, rules, regulations, or is necessary for such approvals by any governmental agencies or national securities exchanges as may be required.

10.Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon you and your heirs, beneficiaries, executors, legal representatives, successors and assigns.

11.Integrated Agreement. The Award Notice, this Agreement and the Plan constitute the entire understanding and agreement between you and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between you and the Company with respect to such subject matter other than those as set forth or provided for herein or therein.

12. Multiple RSU Awards. You agree that any future restricted stock units awarded to you under the Plan shall be subject to the terms and conditions of this Agreement, and each such additional restricted stock unit, together with all other restricted stock units subject to this Agreement, shall collectively be deemed the RSUs for purposes of this Agreement, except to the extent that the Committee determines and notifies you in writing in connection with the grant of the additional restricted stock units that other terms and conditions will apply thereto.

13.Governing Law. The Award Notice and this Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Award Notice and this Agreement to the substantive law of another jurisdiction. You agree to submit to the exclusive jurisdiction and venue of the federal or state courts of Wisconsin, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Notice or Agreement.

14.Construction. Captions and titles contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

15.Beneficiary Designation (Quebec Residents). Article 15 of the Plan is not applicable to those Participants in the Plan who are residents of Quebec. Any beneficiary designation or revocation of such beneficiary designation made by such residents must be made through a will, a copy of which should be filed with the Committee.

16.Conformity. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of the Award Notice, this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in the Award Notice or this Agreement or any matters as to which the Award Notice and this Agreement are silent, the Plan shall govern. Any conflict between the terms of the Award Notice and the Agreement shall be resolved in accordance with the terms of the Agreement. In the event of any conflict between the information provided on any intranet site or internet website or in the prospectus for the Plan and the Award Notice, the Agreement or the Plan, the Award Notice, Agreement or the Plan, as applicable, shall govern as provided above.

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/23/22	8-K
For Period end:	12/31/21	4
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Molson Coors Beverage Co. – ‘10-K’ for 12/31/21 – ‘EX-10.2.09’

On: Wednesday, 2/23/22, at 11:15am ET · For: 12/31/21 · Accession #: 24545-22-5 · File #: 1-14829

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‘EX-10.2.09’ — Material Contract

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