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Molson Coors Beverage Co – ‘10-K’ for 12/31/16 – ‘EX-10.2.4’

On:  Tuesday, 2/14/17, at 12:55pm ET   ·   For:  12/31/16   ·   Accession #:  24545-17-5   ·   File #:  1-14829

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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

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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 Payments                                HTML    138K 
47: R21         Accumulated Other Comprehensive Income (Loss)       HTML    214K 
48: R22         Employee Retirement Plans and Postretirement        HTML    516K 
                Benefits                                                         
49: R23         Derivative Instruments and Hedging Activities       HTML    311K 
50: R24         Accounts Payable and Other Current Liabilities      HTML     58K 
51: R25         Commitments and Contingencies                       HTML    130K 
52: R26         Supplemental Guarantor Information                  HTML    779K 
53: R27         Quarterly Financial Information (Unaudited)         HTML    236K 
54: R28         Schedule Ii                                         HTML    135K 
55: R29         Basis of Presentation and Summary of Significant    HTML    355K 
                Accounting Policies (Policies)                                   
56: R30         New Accounting Pronouncements (Tables)              HTML    114K 
57: R31         Segment Reporting (Tables)                          HTML    261K 
58: R32         Acquisition and Investments (Tables)                HTML    292K 
59: R33         Other Income and Expense (Tables)                   HTML     60K 
60: R34         Income Tax (Tables)                                 HTML    214K 
61: R35         Special Items (Tables)                              HTML    186K 
62: R36         Stockholders' Equity (Tables)                       HTML     83K 
63: R37         Earnings Per Share (Tables)                         HTML     93K 
64: R38         Properties (Tables)                                 HTML     63K 
65: R39         Goodwill and Intangible Assets (Tables)             HTML    144K 
66: R40         Debt (Tables)                                       HTML    146K 
67: R41         Share-Based Payments (Tables)                       HTML    126K 
68: R42         Accumulated Other Comprehensive Income (Loss)       HTML    209K 
                (Tables)                                                         
69: R43         Employee Retirement Plans and Postretirement        HTML    516K 
                Benefits (Tables)                                                
70: R44         Derivative Instruments and Hedging Activities       HTML    283K 
                (Tables)                                                         
71: R45         Accounts Payable and Other Current Liabilities      HTML     57K 
                (Tables)                                                         
72: R46         Commitments and Contingencies Commitments and       HTML    111K 
                Contingencies (Tables)                                           
73: R47         Supplemental Guarantor Information Supplemental     HTML    770K 
                (Tables)                                                         
74: R48         Quarterly Financial Information (Unaudited)         HTML    251K 
                Quarterly Financial Information (Tables)                         
75: R49         Basis of Presentation and Summary of Significant    HTML    119K 
                Accounting Policies Narrative (Details)                          
76: R50         Basis of Presentation and Summary of Significant    HTML     46K 
                Accounting Policies Cash flows (Details)                         
77: R51         Basis of Presentation and Summary of Significant    HTML     59K 
                Accounting Policies Affiliate Transactions                       
                (Details)                                                        
78: R52         New Accounting Pronouncements (Details)             HTML    105K 
79: R53         Segment Reporting Income (Loss) From Continuing     HTML    153K 
                Operations (Details)                                             
80: R54         Segment Reporting Total Assets (Details)            HTML     54K 
81: R55         Segment Reporting Cash Flows (Details)              HTML     59K 
82: R56         Segment Reporting Net Sales (Details)               HTML     65K 
83: R57         Segment Reporting Properties (Details)              HTML     55K 
84: R58         Acquisition and Investments Acquisition (Details)   HTML     93K 
85: R59         Acquisition and Investments Unaudited Pro Forma     HTML     96K 
                Financial Information                                            
86: R60         Acquisition and Investments Fair Value of           HTML     96K 
                Consideration Transferred (Details)                              
87: R61         Acquisition and Investments Allocation of           HTML    180K 
                Consideration Transferred (Details)                              
88: R62         Acquisition and Investments Investment in           HTML    120K 
                MillerCoors (Details)                                            
89: R63         Acquisition and Investments MCBC proportional       HTML     77K 
                share in MillerCoors (Details)                                   
90: R64         Acquisition and Investments Transactions with       HTML     63K 
                MillerCoors (Details)                                            
91: R65         Acquisition and Investments Schedule Of Amounts     HTML     59K 
                Due To And From Affiliates (Details)                             
92: R66         Acquisition and Investments Consolidated Variable   HTML     61K 
                Interest Entity and Other (Details)                              
93: R67         Acquisition and Investments Other Equity            HTML     88K 
                Investments (Details)                                            
94: R68         Other Income and Expense (Details)                  HTML     53K 
95: R69         Income Tax Tax (Details)                            HTML    115K 
96: R70         Income Tax Narrative (Details)                      HTML    117K 
97: R71         Income Tax Deferred Tax Assets And Liabilities      HTML     82K 
                (Details)                                                        
98: R72         Income Tax Net Deferred Tax Assets and Liabilities  HTML     48K 
                Components (Details)                                             
99: R73         Income Tax Unrecognized Tax Benefit (Details)       HTML     59K 
100: R74         Income Tax Unrecognized Tax Benefits Balance        HTML     58K  
                (Details)                                                        
101: R75         Special Items Schedule of Special Items Recorded    HTML    100K  
                By Segment (Details)                                             
102: R76         Special Items Special Items Recorded By Segment     HTML    129K  
                (Narrative) (Details)                                            
103: R77         Special Items Restructuring Accruals (Details)      HTML    106K  
104: R78         Stockholders' Equity Common Stock (Details)         HTML     79K  
105: R79         Stockholders' Equity Exchangeable Shares and        HTML     48K  
                Conversion Rights (Details)                                      
106: R80         Stockholders' Equity Class B Common Stock Equity    HTML     50K  
                Issuance (Details)                                               
107: R81         Stockholders' Equity Share Repurchase Program       HTML     54K  
                (Details)                                                        
108: R82         Earnings Per Share Basic and Diluted (Details)      HTML    109K  
109: R83         Earnings Per Share Antidilutive (Details)           HTML     47K  
110: R84         Earnings Per Share Class B Common Stock Equity      HTML     47K  
                Issuance (Details)                                               
111: R85         Earnings Per Share Share Repurchase Program         HTML     50K  
                (Narrative) (Details)                                            
112: R86         Properties (Details)                                HTML     75K  
113: R87         Goodwill and Intangible Assets Goodwill (Details)   HTML     86K  
114: R88         Goodwill and Intangible Assets Intangible Assets    HTML    126K  
                (Details)                                                        
115: R89         Goodwill and Intangible Assets Amortization         HTML     57K  
                Expense (Details)                                                
116: R90         Goodwill and Intangible Assets India Triggering     HTML     56K  
                Event (Details)                                                  
117: R91         Debt Schedule of Debt Obligations (Details)         HTML    158K  
118: R92         Debt Obligations (Narrative) (Details)              HTML    271K  
119: R93         Debt Fair Value Measurements (Narrative) (Details)  HTML     43K  
120: R94         Debt Schedule of Maturities (Details)               HTML     59K  
121: R95         Debt Schedule of Interest Charges (Details)         HTML     49K  
122: R96         Debt Interest Charges (Narrative) (Details)         HTML     44K  
123: R97         Debt Acquisition Bridge Financing (Narrative)       HTML     88K  
                (Details)                                                        
124: R98         Share-Based Payments Narrative (Details)            HTML     80K  
125: R99         Share-Based Payments Compensation Expense           HTML     59K  
                (Details)                                                        
126: R100        Share-Based Payments Non-vested (Details)           HTML     85K  
127: R101        Share-Based Payments Stock Options and SOSARs       HTML    115K  
                (Details)                                                        
128: R102        Share-Based Payments Weighted Average Assumptions   HTML     71K  
                (Details)                                                        
129: R103        Accumulated Other Comprehensive Income (Loss)       HTML    132K  
                (Details)                                                        
130: R104        Accumulated Other Comprehensive Income (Loss) AOCI  HTML    109K  
                Reclassifications (Details)                                      
131: R105        Employee Retirement Plans and Postretirement        HTML     54K  
                Benefits Narrative (Details)                                     
132: R106        Employee Retirement Plans and Postretirement        HTML     74K  
                Benefits Net Periodic Pension (Details)                          
133: R107        Employee Retirement Plans and Postretirement        HTML    199K  
                Benefits Projected Benefit Obligation (Details)                  
134: R108        Employee Retirement Plans and Postretirement        HTML     71K  
                Benefits Changes Recognized Pre-tax (Details)                    
135: R109        Employee Retirement Plans and Postretirement        HTML     50K  
                Benefits Amortization Amounts Expected (Details)                 
136: R110        Employee Retirement Plans and Postretirement        HTML     80K  
                Benefits Weighted Average Assumptions (Details)                  
137: R111        Employee Retirement Plans and Postretirement        HTML     58K  
                Benefits Target And Actual Allocations (Details)                 
138: R112        Employee Retirement Plans and Postretirement        HTML    141K  
                Benefits Pension Fair Value Hierarchy (Details)                  
139: R113        Employee Retirement Plans and Postretirement        HTML     65K  
                Benefits Level 3 Rollforward (Details)                           
140: R114        Employee Retirement Plans and Postretirement        HTML     70K  
                Benefits Expected Benefit Payments (Details)                     
141: R115        Employee Retirement Plans and Postretirement        HTML     55K  
                Benefits Defined Contribution Plans (Details)                    
142: R116        Derivative Instruments and Hedging Activities       HTML    199K  
                Narrative (Details)                                              
143: R117        Derivative Instruments and Hedging Activities       HTML     73K  
                Derivative Fair Value (Details)                                  
144: R118        Derivative Instruments and Hedging Activities Fair  HTML    104K  
                Value Balance Sheet (Details)                                    
145: R119        Derivative Instruments and Hedging Activities Cash  HTML    110K  
                Flow Hedges and Net Investment Hedges (Details)                  
146: R120        Derivative Instruments and Hedging Activities       HTML     58K  
                Other Derivatives (Details)                                      
147: R121        Derivative Instruments and Hedging Activities Net   HTML     51K  
                Investment Hedge (Details)                                       
148: R122        Accounts Payable and Other Current Liabilities      HTML     62K  
                (Details)                                                        
149: R123        Commitments and Contingencies Loss Contingency      HTML    135K  
                (Details)                                                        
150: R124        Commitments and Contingencies Obligation Reserves   HTML     52K  
                (Details)                                                        
151: R125        Commitments and Contingencies Discontinued          HTML     51K  
                Operations (Details)                                             
152: R126        Commitments and Contingencies Future Commitments    HTML    111K  
                (Details)                                                        
153: R127        Supplemental Guarantor Information (Details)        HTML     74K  
154: R128        Supplemental Guarantor Information Income           HTML    179K  
                statement (Details)                                              
155: R129        Supplemental Guarantor Information Balance Sheet    HTML    222K  
                (Details)                                                        
156: R130        Supplemental Guarantor Information Cash Flows       HTML    178K  
                (Details)                                                        
157: R131        Quarterly Financial Information (Unaudited)         HTML    103K  
                Quarterly Financial Information (Details)                        
158: R132        Quarterly Financial Information (Unaudited) Prior   HTML     87K  
                Period Adjustment                                                
159: R133        Pending Acquisition (Narrative) (Details)           HTML     54K  
160: R134        Schedule Ii (Details)                               HTML     69K  
162: XML         IDEA XML File -- Filing Summary                      XML    282K  
161: EXCEL       IDEA Workbook of Financial Reports                  XLSX    274K  
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22: EX-101.SCH  XBRL Schema -- tap-20161231                          XSD    461K 
163: ZIP         XBRL Zipped Folder -- 0000024545-17-000005-xbrl      Zip    877K  


‘EX-10.2.4’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Exhibit 10.2.4

MOLSON COORS BREWING COMPANY
Directors DSU Award Statement for:

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


The following summarizes your Deferred Stock Unit (DSU) Award under the Directors Stock Plan:
   
Date Issued:         Grant Date

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.

This Directors DSU Award is issued pursuant to the Directors Stock Plan established under the Molson Coors Brewing Company Incentive Compensation Plan (the “Incentive Compensation Plan”) as a result of your election to have cash retainer payments converted into DSUs. By electing to participate in the Directors Stock Plan, you consented to be bound by all of the terms and conditions of this Directors DSU Award Statement, the Directors Stock Plan and the Incentive Compensation Plan. You also acknowledge that you have been given access to copies of the Directors Stock Plan Summary Description, including the Directors Stock Plan document, which are available on www.ml.benefits.com. Please refer to the Summary Description for important information about the Directors Stock Plan and DSUs, including tax considerations.

To the extent not otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Directors Stock Plan or the Incentive Compensation Plan, as applicable.

This Directors DSU Award Statement constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.


MOLSON COORS BREWING COMPANY

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

Attachment:    [YEAR] Director Stock Plan Summary Description and Directors Stock Plan Exhibit A

MOLSON COORS BREWING COMPANY
DIRECTORS STOCK PLAN

 
 
 



Summary Description
INTRODUCTION
The purpose of this Summary Description is to provide general information about the Directors Stock Plan. Participation in the Directors Stock Plan constitutes a Nonemployee Director award under the Amended and Restated Molson Coors Brewing Company Incentive Compensation Plan. A copy of the Directors Stock Plan (referred to as the “Plan”) is attached hereto as Exhibit A. Copies of the Incentive Compensation Plan have been previously made available to the directors.
The Global Chief People Officer of Molson Coors Brewing Company (“MCBC”) serves as Administrator of the Plan (the “Administrator”). The Administrator is authorized to interpret the Plan, to prescribe and modify its rules and procedures, and to make all other determinations necessary in its administration.
PURPOSE OF THE PLAN
The purpose of the Plan is to further encourage stock ownership by the non-employee directors of MCBC by enabling them to choose to receive all or one-half of their annual cash retainer payments in the form of shares of MCBC common stock or deferred stock units (“DSUs”).
ELIGIBILITY FOR PARTICIPATION
The Plan is open to all non-employee MCBC directors, other than the Chairman and Vice Chairman.
ELECTION TO PARTICIPATE
In order to participate in the Plan, an eligible director must complete a Participation Agreement. The Plan is administered on a calendar year basis, although the initial year is a short year, commencing July 26, 2006, and ending December 31, 2006. A director who chooses to receive his or her cash retainer for the upcoming year in common stock or DSUs may do so by filing a Participation Agreement no later than November 30th (or such later date as the Administrator determines) prior to that year. For the initial short year, the Participation Agreement must be returned to the Administrator by August 25, 2006 and will apply to retainer payments made after that date. Individuals may file a Participation Agreement within 30 days of first joining the Board as a non-employee director and such Agreement will apply to retainer payments made after that date. Directors electing DSUs should also complete a Beneficiary Designation. Once made, an election to receive cash retainer payments in common stock or DSUs is irrevocable for the year to which it applies. A new Participation Agreement must be completed and filed for each new year, unless the Administrator determines that existing agreements will carryover to a subsequent year.

CASH RETAINERS PAID IN COMMON STOCK

 
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All (100%) or one-half (50%) of the cash retainer payable to a director who elects to participate in the Plan will be paid in shares of MCBC Common Stock. For this purpose, the cash retainer is 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 issued will be determined by dividing the cash retainer payment due (either 100% or 50% of the cash payment, depending on the director’s election) by the fair market value (FMV) of the common stock on that date as determined under the MCBC Incentive Compensation Plan. Per the Incentive Compensation Plan, FMV is equal to that day’s closing price as reported by the New York Stock Exchange. The shares of common stock will be issued to a brokerage account established for the director by MCBC to facilitate administration of awards under the Incentive Compensation Plan. These accounts are currently maintained with Merrill Lynch.
DEFERRAL
If a director has chosen to defer receipt of common stock by electing DSUs, then instead of issuing the shares, MCBC will maintain on its books DSUs representing an obligation to issue shares of common stock to the director. The number of DSUs credited will be equal to the number of shares that would have been issued but for the deferral election.
Because DSUs represent a right to receive common stock in the future, and not actual shares, there are no voting rights associated with them. However, cash dividend equivalents will be credited with respect to the DSUs. In the event of an adjustment in MCBC’s capitalization, appropriate adjustments will be made to the DSUs.
ISSUANCE OF SHARES FOR DSUs
The shares of common stock represented by the DSUs will be issued upon a director’s termination as a member of the Board. The shares will be issued in a single payout, no later than thirty days after the director’s board service terminates. The shares will be issued to the director’s brokerage account. Accrued cash dividend equivalents will be paid at the same time, without interest.
TAXES
The following discussion addresses the U.S. and Canadian federal income tax consequences of participation in the Plan, based upon current laws, rulings and regulations. Tax considerations under state, provincial, local or other foreign laws, or laws pertaining to taxes other than income taxes, are not addressed. Directors should consult their own tax advisor with regard to participation in the Plan.
Cash Retainer Paid in Stock. The fair market value of the shares of common stock is taxed as ordinary income in the year received. Accordingly, if a director elects to receive common stock currently, he or she will be taxed currently on the value of the shares on the date issued to the director,

 
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as if such value had been paid in cash. MCBC will be entitled to a tax deduction equal to the amount of ordinary income recognized.
Deferral. If a director elects to defer receipt of the common stock by electing DSUs, he or she will not be taxed currently, but instead will be taxed at the time in the future when the shares of common stock are issued. At that time, the director will recognize ordinary income equal to the then value of the shares received. MCBC will be entitled to a tax deduction equal to the amount of ordinary income recognized.
OTHER INFORMATION
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.
In addition, a copy of MCBC’s most recent Annual Report to Stockholders accompanies this Summary Description or has been furnished previously. MCBC will provide to each director who has received this Summary Description copies of all reports, proxy statements

 
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and other communications distributed to its stockholders generally. In the event a recipient of this Summary Description misplaces any such documents, another will be furnished, without charge, upon written request. Requests for copies of any of the documents referred to above, or any questions regarding the Plan or its administration, should be directed to the office of the Global Chief People Officer, Molson Coors Brewing Company, 1225 17th Street, Suite 3200, Denver, CO 80202 (telephone: (303) 277-2255).
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.



 
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EXHIBIT A
MOLSON COORS BREWING COMPANY
DIRECTORS STOCK PLAN
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

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Compensation Plan. Fair market value as of any date means the closing price of one share of Common Stock as reported by the New York Stock Exchange. Shares paid to a director shall be issued as promptly as practicable as the Administrator shall determine.
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

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any Common Stock or DSUs hereunder, and any such attempted assignment, transfer, other conveyance shall not be recognized by MCBC.
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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/14/178-K,  SC 13G
For Period end:12/31/164,  5
5/31/123,  4
12/31/0610-K,  11-K,  ARS
8/25/06
7/26/068-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  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
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