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As Of Filer Filing For·On·As Docs:Size 2/14/17 Molson Coors Beverage Co 10-K 12/31/16 163:37M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.64M 2: EX-4.1.11 Instrument Defining the Rights of Security Holders HTML 69K 6: EX-4.11.5 Instrument Defining the Rights of Security Holders HTML 68K 3: EX-4.2.7 Instrument Defining the Rights of Security Holders HTML 69K 4: EX-4.4.7 Instrument Defining the Rights of Security Holders HTML 68K 5: EX-4.5.6 Instrument Defining the Rights of Security Holders HTML 67K 10: EX-10.10.2 Material Contract HTML 53K 11: EX-10.10.3 Material Contract HTML 53K 12: EX-10.17.2 Material Contract HTML 49K 13: EX-10.17.3 Material Contract HTML 49K 7: EX-10.2.2 Material Contract HTML 82K 8: EX-10.2.3 Material Contract HTML 62K 9: EX-10.2.4 Material Contract HTML 76K 14: EX-21 Subsidiaries List HTML 55K 15: EX-23.1 Consent of Experts or Counsel HTML 43K 16: EX-23.2 Consent of Experts or Counsel HTML 42K 20: EX-99 Miscellaneous Exhibit HTML 617K 17: EX-31.1 Certification -- §302 - SOA'02 HTML 48K 18: EX-31.2 Certification -- §302 - SOA'02 HTML 48K 19: EX-32 Certification -- §906 - SOA'02 HTML 45K 27: R1 Document and Entity Information Document HTML 79K 28: R2 Consolidated Statements of Operations HTML 149K 29: R3 Consolidated Statements of Comprehensive Income HTML 81K 30: R4 Consolidated Balance Sheets HTML 172K 31: R5 Consolidated Balance Sheets (Parenthetical) HTML 91K 32: R6 Consolidated Statements of Cash Flows HTML 165K 33: R7 Consolidated Statements of Stockholders' Equity HTML 104K and Noncontrolling Interests 34: R8 Basis of Presentation and Summary of Significant HTML 101K Accounting Policies 35: R9 New Accounting Pronouncements HTML 70K 36: R10 Segment Reporting HTML 275K 37: R11 Acquisition and Investments HTML 297K 38: R12 Other Income and Expense HTML 61K 39: R13 Income Tax HTML 207K 40: R14 Special Items HTML 188K 41: R15 Stockholders' Equity HTML 92K 42: R16 Earnings Per Share HTML 95K 43: R17 Properties HTML 67K 44: R18 Goodwill and Intangible Assets HTML 167K 45: R19 Debt HTML 148K 46: R20 Share-Based 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Exhibit |
Number of DSUs: | [ ], subject to adjustment as provided
under Section 4.4 of the Plan. |
Vesting Schedule: | Subject to adjustment pursuant to the Directors Stock Plan, you will receive one share of Molson Coors Brewing Company Class B Common Stock (“Stock”) for each DSU. The shares of Stock will be paid to you within thirty (30) days after termination of your service as member of the Board of Directors. |
2 |
3 |
1. | Plan Document Governs the Plan - This Summary Description has been prepared to provide a
better understanding of the benefits and features of the Plan. The benefits and rights under the Plan are at all times governed by the text of the Plan document. Such document is in no way altered or modified by the contents of this Summary Description. |
2. | Amendment or Termination of the Plan - MCBC reserves the right to amend or terminate the Plan, in whole or in part, at any time its sole discretion. No amendment or termination of the Plan can eliminate benefits accrued to the date of such amendment or termination. |
3. | Plan
Administration - Discretion with respect to the determination of benefits under the Plan has been reserved to the Administrator. |
4. | Available Information - MCBC has filed a Registration Statement with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”) with respect to the shares of common stock which may be issued under the Incentive Compensation Plan. Pursuant to the rules of the SEC, this Summary Description does not contain all of the information set forth in the Registration Statement and exhibits thereto, to which reference is made. |
5. | MCBC
will provide, without charge, to each person to whom this Summary Description is delivered, upon written or oral request of such person, a copy of any and all of the following documents which have been incorporated by reference into the Registration Statement: |
- | MCBC’s latest Annual Report on Form 10-K filed with the SEC. |
- | All quarterly and other reports filed by MCBC with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) |
- | The
description of the Company’s common stock contained in applicable registration statements and other reports filed by MCBC with the SEC under Section 12 of the Exchange Act. |
4 |
6. | Resale
of Shares - The Plan does not apply any specific restrictions on the resale of shares of common stock issued to directors under the Plan. However, the Securities Act and Exchange Act may impose certain limitations on such resale. |
7. | Under the Securities Act, all directors of MCBC may be deemed to be “affiliates” for purposes of the Securities Act. Sales of common stock by such persons may be deemed to be sales of common stock by MCBC. Rule 144, promulgated under the Securities Act, sets forth a “safe harbor” procedures for affiliates to sell shares yet not have the sale be deemed a distribution of common stock on behalf of MCBC. Rule 144 restricts the number of shares of common stock which may be sold by
an affiliate during any 90-day period, designates a manner of sale and requires the filing of a notice of proposed sale with the SEC. Any affiliates should consult with a qualified legal advisor regarding his or her own situation before making any resales of common stock issued pursuant to the Plan. |
8. | Section 16(b) of the Exchange Act provides that, in certain circumstances, the profit realized by a director on the purchase and sale, or sale and purchase, of common stock within a six-month time frame, is recoverable by MCBC from the affiliate if it is a prohibited “short-swing profit”. Accordingly, directors should review the implications of the “short-swing profit” prohibitions prior to disposing of any shares of common stock received
under the Plan. |
5 |
1. | Establishment; Purpose. Molson Coors Brewing Company ("MCBC") establishes this Molson Coors Brewing Company Directors' Stock Plan (the "Plan") as a Non-Employee Director award under the Company's Incentive Compensation Plan subject to the terms and provisions thereof effective July 26, 2006. This plan shall be administered by the Global Chief People Officer of MCBC (the "Administrator"). The purpose of the Plan is to provide an incentive to certain MCBC directors who are not employees of MCBC to own additional shares of Common Stock of MCBC ("Common Stock"),
thereby aligning their interests more closely with the interests of the stockholders of MCBC. The effective date of this amended and restated Plan (the "Amended and Restated Plan") shall be May 31, 2012. |
2. | Election to Participate. Any director of MCBC who is not an employee of MCBC or any of its subsidiaries may elect to participate in the Plan by filing an election with the Administrator. Notwithstanding the foregoing, neither the Chairman nor Vice Chairman of the Board shall be eligible to participate in the Plan. Elections to participate shall apply to the calendar year commencing
after the date the election is filed. Once an election has been filed with the Administrator, the director shall participate in the Plan for the entire year for which he or she has elected to participate and to the extent provided by the Administrator, for all subsequent years until the director timely files a new election for such subsequent year. To be effective, any election under this paragraph 2 must be filed by the November 30th preceding the year (or such other deadline in such preceding year established by the Administrator) for which it is to take effect. Such election shall become irrevocable on the applicable deadline. In the case of an individual who first becomes an eligible director during a calendar year, such individual may irrevocably elect to participate for the remainder of such year by filing an election within 30 days of becoming eligible, provided such election shall apply only
to cash retainer amounts earned after the election is filed. |
3. | Cash Retainer Paid in Stock. Commencing as of the first day of the year a director elects to participate, all or 50% (as elected) of the cash retainer amount payable to the director shall be paid in shares of Common Stock until the director shall cease to serve as a member of the MCBC board of directors or until a subsequent year in which the director shall file a timely new election, whichever first occurs. Cash retainers for this purpose shall be the fixed amount payable to a director by reason of his or her being a member of the board of directors of MCBC and any committee thereof, including amounts payable due to chairmanship of the board or a committee,
but exclusive of amounts payable on a per meeting basis. The number of shares of Common Stock to be paid to a director shall be computed by dividing the cash retainer amount payable to the director on a given date by the fair market value of one share of Common Stock on that date as determined under the MCBC Incentive |
4. | Deferred
Stock Units. Subject to the timing requirements of paragraph 2, directors who participate in the Plan may elect to defer receipt of their shares of Common Stock otherwise payable under the Plan and, in lieu thereof, MCBC shall maintain on its books deferred stock units ("DSUs") representing an obligation to issue shares of Common Stock. DSUs shall be credited to the director at the time and in the amount that shares of Common Stock would otherwise have been paid in the absence of an election to defer. As of each of the Company’s dividend payment dates after the effective date of the Amended and Restated Plan, each director who has been credited with DSUs shall be credited with a cash amount (a "cash dividend equivalent") equal to the aggregate amount of cash dividends, if any, that would have been payable on the number of shares of Common Stock that
equals the number of DSUs credited to the director (as determined on the applicable dividend payment date), including, for the avoidance of doubt, DSUs credited to the director prior to the effective date of the Amended and Restated Plan. Upon the termination of service as a director, MCBC shall pay to the director in a lump sum (i) one share of Common Stock for each DSU and (ii) an amount of cash equal to the total amount of the director's accrued cash dividend equivalents credited with respect to the DSUs, without interest (the "cash amount"). The lump sum payment of one share of Common Stock for each DSU and the cash amount shall be made no later than the thirtieth (30th) day after the director ceases to be a director of MCBC. "Ceases to be a director" or words of similar import, as used in this Plan mean, for purposes of any payments under this Plan that are payments of deferred compensation
subject to Code Section 409A, the director's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h)(2) with regard to independent contractors. |
5. | Shares. Shares paid to directors under the Plan shall be paid with newly issued shares of Common Stock of MCBC, or treasury shares of Common Stock held by MCBC. No fractional shares shall be issued. Whenever the computation of the number of shares to be paid results in a fractional amount, such amount shall be rounded up to the next greater whole number of shares. |
6. | Adjustment
in Capitalization. In the event that any change in the outstanding shares of Common Stock occurs by reason of a stock dividend, stock split, recapitalization, merger, consolidation, combination, share exchange or similar corporate change, the number of shares of Common Stock which may be issued under this Plan shall be appropriately adjusted. Any adjustments made to any DSUs shall be made in accordance with the terms of the Company's Incentive Compensation Plan. |
7. | Nonassignment. Neither a director nor his or her duly designated beneficiary shall have any right to assign, transfer, pledge or otherwise convey the right
to receive |
8. | Designation of Beneficiary. A director may designate a beneficiary which is to receive any unpaid Common Stock or Common Stock payable with respect to DSUs credited at the director's death. Such designation shall be effective by filing a written notification with the Administrator and may be changed from time to time by similar
action. If no such designation is made by a director, any such balance shall be paid to the director's surviving spouse, and in the absence of a surviving spouse, to the director's estate. |
9. | Administrator. The Administrator shall establish the procedures and maintain all books and records in connection with the Plan. |
10. | Amendment. The Plan may be amended or terminated at any time by action of the Board of Directors of MCBC, but no amendment shall adversely affect a director's
rights with respect to cash retainer payments earned but not yet paid in Common Stock or any DSUs without the director's written consent. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/14/17 | 8-K, SC 13G | ||
For Period end: | 12/31/16 | 4, 5 | ||
5/31/12 | 3, 4 | |||
12/31/06 | 10-K, 11-K, ARS | |||
8/25/06 | ||||
7/26/06 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Molson Coors Beverage Co. 10-K 12/31/23 125:19M 2/21/23 Molson Coors Beverage Co. 10-K 12/31/22 124:21M 2/23/22 Molson Coors Beverage Co. 10-K 12/31/21 134:23M 2/11/21 Molson Coors Beverage Co. 10-K 12/31/20 134:26M |