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 Exhibit 10.6  


 
 

  MOLSON COORS BREWING COMPANY
  
    Directors RSU Award Statement for:
  
    DIRECTOR NAME



        Congratulations!
The following summarizes your Directors RSU Award: 



				
	 RSU AWARD
	 	 
	 	 Total number of RSUs granted
	 	 1,500

	 VESTING SCHEDULE
	 	 
	 	 Grant date
	 	 (Insert Grant Date Here)

	 	 Vesting schedule
	 	 Subject to earlier vesting or cancellation, the RSUs will cliff vest 3 years from grant date.







        This
Directors RSU Award is issued under the Molson Coors Brewing Company Incentive Compensation Plan ("Plan") in consideration of your remaining a director of the Company. If you accept
the terms of this Award, you consent to be bound by all of the terms and conditions of this Directors RSU Award Statement, which includes the accompanying Terms of the Directors RSU Award, and the
Plan. You also acknowledge that you have been given access to the Molson Coors Brewing Company Incentive Compensation Plan Summary Description, and a copy of the Plan, which are available on
www.netbenefits.com and www.solium.com. 


        To
the extent not otherwise defined herein or an Award, capitalized terms shall have the meaning ascribed to them in the Plan. 


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







 
 MOLSON COORS BREWING COMPANY

Terms of the Directors RSU Awards  



			
	





 Type of Award:	 	Restricted Stock Units ("RSUs").
	






 	
 	
When vested, each RSU entitles the holder to receive one share of Molson Coors Brewing Company Class B Common Stock, $.01 par value per share ("Stock").
	
Vesting:	
 	
The date(s) upon which the RSUs vest are set forth on the Award Statement.
	

 	
 	
In the event of termination of service as a director due to death or disability, or upon Retirement, RSUs will become fully vested. "Retirement" for this purpose 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.
	

 	
 	
In the event of a Change of Control, the RSUs will become fully vested.
	






 Payment:	
 	
No payment is required with respect to RSUs. Vested RSUs will be settled in Stock as soon as practicable following vesting but in no event later than 21/2 months following the
end of the calendar year in which the RSUs vest.
	
Effect of Termination of Service as a Director:	
 	
Except for termination of directorship due to Retirement, death or disability, no further vesting will occur, and all unvested RSUs will be forfeited and/or cancelled on the date you cease to be a
director of the Company.
	






 Voting Rights/Dividends:	
 	
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.
	
Tax Considerations:	
 	
Refer to accompanying Summary of Tax Considerations.
	






 Transferability:	
 	
No RSU granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the laws of descent and distribution.
	
Additional Restrictions:	
 	
In addition to the foregoing, the right to retain shares of Stock (or the amounts received upon the sale thereof) shall be subject to the Effect of Detrimental Conduct on Incentive Compensation Awards
which accompanies these Terms and shall be deemed a part thereof, provided that the restrictions set forth therein, as they apply to any resident of Quebec shall be limited in duration to a maximum of 12 months.





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 Personal Information:	 	You agree the Company and its suppliers may collect, use and disclose your personal information for the purposes of the implementation, management, administration and termination of the Plan.
	
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 Plan administrator.





 MOLSON COORS BREWING COMPANY

INCENTIVE COMPENSATION PLAN  


 Summary of Tax Considerations

Relating to Directors RSU Awards under the Plan  


        Set forth below is a summary of the certain tax consequences relating to the Directors RSU Awards under the Molson Coors Brewing
Company Incentive Compensation Plan. This summary is divided by country. This discussion does not purport to be complete and does not cover, among other things, state, provincial and local tax
treatment. 


 UNITED STATES  


         
Federal Income Tax Considerations:    No income is recognized upon receipt of an award of RSUs. At the time distribution of the stock and payment in respect of
accumulated dividends occur, income equal to the fair market value of Stock issued plus cash received is recognized. The capital gain or loss holding period for any Stock distributed begins when
ordinary income is recognized. Any subsequent capital gain or loss is measured by the difference between the fair market value of the Stock upon which the ordinary income recognized was based and the
amount received upon sale or exchange of the shares. 


         
Tax Withholding:    No tax withholding is required with respect to amounts received from RSUs granted to non-employee directors. In the event any income
or other tax withholding were to apply at the time shares of Stock are issued and cash is paid, the Company will deduct or withhold first, from the cash to be paid and then from the shares of Stock
issuable, a combined amount of cash and number of shares of Stock having a fair market value equal to the amount sufficient to satisfy the minimum statutory Federal, state and local tax (including the
FICA and Medicare tax obligation) withholding required by law with respect to the exercise or distribution of shares and cash made under or as a result of the Plan. 


 CANADA  


         
Federal Income Tax Considerations:    There is no tax consequence to the holder at the time of receipt of an award of RSUs. At the time distribution of Stock and cash
payment in respect of accumulated dividends occurs, an amount equal to the aggregate of the fair market value of the Stock at that time plus cash received is treated as a taxable benefit and is
required to be included in the holder's income for the year and taxed at ordinary rates. The holder will have a cost in the Stock equal to its fair market value at the date of issue and, where the
holder owns other shares of Stock at the time, the adjusted cost base of each share of Stock will generally be equal to the average cost of all Stock held at the time. When Stock is subsequently
disposed of, a capital gain or capital loss will be 


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realized
in the amount by which the proceeds of disposition, net of any associated expenses, exceed or are exceeded by, the adjusted cost base of the Stock. 



        
Tax Withholding:    No tax withholding is required at the time an award of RSUs is made. At the time shares of Stock are issued and cash is paid, the Company will
deduct or withhold first, from the cash to be paid and then from the shares of Stock issuable, a combined amount of cash and number of shares of Stock having a fair market value equal to the amount
sufficient to satisfy the prescribed amounts on account of income tax, Canada Pension Plan/Quebec Pension Plan contributions and employment insurance premiums required by law to be withheld. 


 MOLSON COORS BREWING COMPANY  


 INCENTIVE COMPENSATION PLAN  


 Effect of Detrimental Conduct on Awards

Under the Incentive Compensation Plan  


        Equity-based Awards granted to a Participant under the Incentive Compensation Plan shall be subject to the following restrictions: 


        After
a Participant terminates employment or service as a director for any reason, if the Participant (1) is employed by or serves as a consultant or otherwise provides services
(including as a director), whether or not for compensation, to a company that manufactures and sells malt beverage products in the United States, Canada, the United Kingdom or Brazil and has a market
share of five percent (5%) or greater in one or more of such markets, (2) discloses or uses any confidential or proprietary information of the Company, or (3) takes any action
detrimental to the Company or its officers, employees or agents, including without limitation: 



	(a)
	disparaging
the Company's products, the processes by which the products are made, the employment practices of the Company, or the environmental or safety
record of the Company; or



	(b)
	voluntarily
initiating, assisting or cooperating in the prosecution of a legal claim or threatened legal claim against the Company, except to the extent
required by law, or where the disclosure is made pursuant to Company Policy or to an appropriate governmental authority pursuant to whistle-blowing legislation; or



	(c)
	participating,
assisting or cooperating in an attempt take over control of the Company when such an effort is deemed hostile by the Company and the
Participant's participation in such effort is without the express approval of the Company's Board of Directors; or



	(d)
	continuation
of activity by the Participant deemed detrimental by the Company after notice to the Participant that such activity is considered by the
Company to be detrimental conduct. 




(such
acts described in clauses (1), (2) and (3)(a)-(d) above hereafter referred to as "prohibited conduct") then, the Participant shall forfeit all unvested and/or unexercised stock
options and all other Share-based Awards and such Awards shall be null and void as of the date such prohibited conduct first occurs. 


        The
Compensation and Human Resources Committee of the Company's Board of Directors, the Company's Chief Executive Officer, or such other officer(s) as may be authorized by the Committee
pursuant to the Plan (the Committee, Chief Executive Officer or other delegatee, the "Committee") shall have absolute discretion to determine whether prohibited conduct has occurred and, if so, the
date on which the conduct occurred. Upon a determination that prohibited conduct has occurred, the Committee shall give the Participant written notice, which shall specify the conduct and the date of
the 


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conduct.
Any dispute concerning the matters set forth in the notice shall be decided under the procedures in the Plan. 



        Upon
receipt of the notice, the Participant shall return to the Company any certificates representing Shares relating to any unvested Award outstanding on the date of the conduct,
together with all documents necessary to transfer title to such Shares to the Company. If the Participant received Shares pursuant to an Award under this Plan on or after the date of the prohibited
conduct and if the stock certificate or certificates have been issued to the Participant, the Participant shall promptly deliver the certificate or certificates to the Company representing Shares with
a value equal to the value received upon receipt of the Shares together with any documents necessary to transfer title to such Shares to the Company. If the stock certificate or certificates have not
been issued to the Participant, the Company shall instruct the transfer agent not to issue the certificate or certificates to the Participant and/or to reflect as returned any uncertificated Shares,
in either case with respect to Shares having a value equal to the value received upon receipt of the Shares. If the Participant received Shares upon vesting any Award which occurred after the date of
the prohibited conduct, and sold the Shares so acquired, upon receipt of the notice of the Committee, the Participant shall promptly pay to the Company the net amount received upon the sale. The "net"
amount is an amount that reflects retention by the Participant of value received with respect to the Award. 


        In
the event any restriction set forth above is determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or its
being too extensive in any other respect, it shall be interpreted to extend to the maximum period of time, the maximum area and the maximum extent to which such court determines it may be enforceable. 


        To
the extent not otherwise defined herein or an Award, capitalized terms shall have the meaning ascribed to them in the Plan. 


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