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 Exhibit 4.1  


 
 

  Molson Coors Brewing Company
  Incentive Compensation Plan    
    


Amended
and Restated Effective January 1, 2008 













































  Contents  



					
	 
	 	 
	 	 

	Article 1.	 	Establishment, Purpose, and Duration	 	1
	
Article 2.	
 	
Definitions	
 	
1
	
Article 3.	
 	
Administration	
 	
6
	
Article 4.	
 	
Shares Subject to the Plan and Maximum Awards	
 	
7
	
Article 5.	
 	
Eligibility and Participation	
 	
9
	
Article 6.	
 	
Stock Options	
 	
9
	
Article 7.	
 	
Stock Appreciation Rights	
 	
11
	
Article 8.	
 	
Restricted Stock and Restricted Stock Units	
 	
13
	
Article 9.	
 	
Performance Units/Performance Shares	
 	
14
	
Article 10.	
 	
Cash-Based Awards and Other Stock-Based Awards	
 	
15
	
Article 11.	
 	
Performance Measures	
 	
16
	
Article 12.	
 	
Covered Employee Annual Incentive Award	
 	
17
	
Article 13.	
 	
Nonemployee Director Awards	
 	
17
	
Article 14.	
 	
Dividend Equivalents	
 	
18
	
Article 15.	
 	
Beneficiary Designation	
 	
18
	
Article 16.	
 	
Deferrals	
 	
18
	
Article 17.	
 	
Rights of Participants	
 	
18
	
Article 18.	
 	
Change in Control	
 	
19
	
Article 19.	
 	
Amendment, Modification, Suspension, and Termination	
 	
20
	
Article 20.	
 	
Withholding	
 	
20
	
Article 21.	
 	
Successors	
 	
21
	
Article 22.	
 	
General Provisions	
 	
21
















































  PART II

Molson Coors Brewing Company

Incentive Compensation Plan  


 Item 2  


 Article 1. Establishment, Purpose, and Duration  


        1.1    Establishment.    Adolph Coors Company, a Delaware corporation,
to be known as the Molson Coors Brewing Company commencing at the Effective Time referred to in the Combination Agreement (as defined in Article 2 below) (hereinafter referred to, together with
its Affiliates and Subsidiaries (as hereinafter defined), as the "Company", except where the context otherwise requires), establishes an incentive compensation plan to be known as the Incentive
Compensation Plan (the "Plan"), as set forth in this document. 


        The
Plan permits the grant of Cash-Based Awards, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Shares, Performance Units, Covered Employee Annual Incentive Awards, and Other Stock-Based Awards. 



        The
Plan shall become effective upon the later of shareholder approval of the Plan or the Effective Time referred to in the Combination Agreement (as defined below) (the "Effective
Date") and shall remain in effect as provided in Section 1.3 hereof. 


        1.2    Purpose of the Plan.    The purpose of the Plan is to provide a
means whereby Employees, Directors, and Third-Party Service Providers of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company,
and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders. A further purpose of the Plan is to provide a
means through which the Company may attract able individuals to become Employees or serve as Directors or Third-Party Service Providers of the Company and to provide a means whereby those individuals
upon whom the responsibilities of the successful administration and management of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the
welfare of the Company. 


        1.3    Duration of the Plan.    Unless sooner terminated as provided
herein, the Plan shall terminate ten (10) years from the Effective Date. After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in
accordance with their applicable terms and conditions and the Plan's terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years
after the earlier of (a) adoption of the Plan by the Board, or (b) the Effective Date. 


 Item 3  


 Article 2. Definitions  


        Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial
letter of the word shall be capitalized. 


        2.1    "Affiliate" means any corporation or other entity, including but not limited to partnerships and joint ventures, with
respect to which the Company, directly or indirectly, owns as applicable (a) stock possessing more than twenty percent (20%) of the total combined voting power of all classes of stock entitled
to vote, or more than twenty percent (20%) of the total value of all shares of all classes of stock of such corporation, or (b) an aggregate of more than twenty percent (20%) of the profits
interest
or capital interest of a non-corporate entity; provided that if an Award that is "deferred compensation" within the meaning of Section 409A of the Code, then with respect to any
entity in which the Company owns less than a fifty percent (50%) interest, the Committee has determined prior to the granting of such Award that there are legitimate business criteria for treating
such entity as an Affiliate for purposes of this Plan. The Committee has determined that MillerCoors is an Affiliate. 







 

        2.2    "Annual Award Limit" or "Annual Award Limits" have the meaning set forth
in Section 4.3. 


        2.3    "Award" means, individually or collectively, a grant under this Plan of Cash-Based Awards, Nonqualified Stock
Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee Annual Incentive Awards, or Other Stock-Based Awards, in each
case subject to the terms of this Plan. 


        2.4    "Award Agreement" means either (i) a written agreement entered into by the Company and a Participant setting forth
the terms and provisions applicable to an Award granted under this Plan, or (ii) a written statement issued by the Company to a Participant describing the terms and provisions of such Award,
including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or
other non-paper means for the acceptance thereof and actions thereunder by the Participant. 



        2.5    "Beneficial Owner" or "Beneficial Ownership" shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 


        2.6    "Board" or "Board of Directors" means the Board of Directors of the Company. 


        2.7    "Cash-Based Award" means an Award granted to a Participant as described in Article 10. 



        2.8    "Cause" means the Participant's: 




	(a)
	Continued
failure to substantially perform his duties with the Company;



	(b)
	Conviction
of a felony;



	(c)
	Engagement
in illegal conduct, an act of dishonesty, or other conduct, that the Committee, in its sole discretion, determines to be injurious to the
Company;



	(d)
	Willful
breach of a material provision of the Company's ethical code of conduct as determined by the Committee; or



	(e)
	Material
breach of fiduciary duties to the Company. 






Notwithstanding
the foregoing, if the Participant and the Company have entered into an employment or service agreement which defines "Cause" (or words of similar import), such definition and any
procedures relating to the determination thereof set forth in such agreement shall govern the determination of whether "Cause" has occurred for purposes of the Plan. 





        2.9    "Change in Control" means the occurrence of any of the following events after the Effective
Date: 




	(a)
	The
acquisition or holding by any Person of Beneficial Ownership of combined voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of a majority of the Board of Directors (the "Outstanding Company Voting Securities") in excess of the Outstanding Company Voting Securities held by the Voting Trust;
provided, that for purposes of this Section 2.9, any such acquisition or holding by any of the following entities shall not by itself constitute a Change in Control: (i) a Person who on
the Effective Date is the Beneficial Owner of twenty percent (20%) or more of the Outstanding Company Voting Securities, (ii) the Company or any Subsidiary, or (iii) any employee benefit
plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries;



	(b)
	Individuals
who constitute the Board as of the Effective Date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority of the
Board, provided that any individual becoming a Director subsequent to the Effective Date whose election, or 




2







 



nomination
for election by the Company's stockholders, was approved by the Nominating Committee and/or the subcommittees of such Nominating Committee in accordance with the Company's Restated
Certificate of Incorporation and By-laws shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened election contest relating to the election or removal of the Directors of the Company or other actual or threatened
solicitation of proxies of consents by or on behalf of a Person other than the Board;  



	(c)
	Consummation
of a reorganization, merger, or consolidation to which the Company is a party or a sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case unless, following such Business Combination: (i) the Voting Trust continues to hold, directly or indirectly, more than fifty
percent (50%) of the Outstanding Company Voting Securities of the Company or a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more direct or indirect subsidiaries (the Company or such other entity resulting from Business Combination, the "Successor Entity"); and (ii) at least a
majority of the members of the board of directors of the Successor Entity were members of the Incumbent Board (including individuals deemed to be members of the Incumbent Board by reason of the
proviso to paragraph (b) of this Section 2.9) at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or



	(d)
	Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company. 







        2.10    "Code" means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references
to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provisions. 



        2.11    "Combination Agreement" means the Combination Agreement dated as of July 21, 2004, by and among the Company,
Coors Canada Inc. and Molson Inc. 


        2.12    "Committee" means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated
by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. 



        2.13    "Company" means, where the context requires, Adolph Coors Company, a Delaware corporation, to be known as Molson Coors
Brewing Company as of the Effective Time of the Arrangement (as defined below), any successor thereto as provided in Article 21 herein. As set forth in Section 1.1, references herein to
Company shall also include Affiliates as the context requires. 


        2.14    "Covered Employee" means a Participant who is a "covered employee," as defined in Code Section 162(m) and the
treasury regulations promulgated under Code Section 162(m), or any successor statute. 



        2.15    "Covered Employee Annual Incentive Award" means an Award granted to a Covered Employee as described in
Article 12. 


        2.16    "Director" means any individual who is a member of the Board of Directors of the Company. 


        2.17    "Effective Date" has the meaning set forth in Section 1.1. 



        2.18    "Effective Time" means the "Effective Time" as defined in the Combination Agreement dated as of July 21, 2004, by
and among the Company, Coors Canada Inc. and Molson Inc. 


3







 

        2.19    "Employee" means any employee of the Company, and/or its Affiliates. 



        2.20    "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 


        2.21    "Extraordinary Items" means (i) extraordinary, unusual, and/or nonrecurring items of gain or loss;
(ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of which must be
identified in the audited financial statements, including footnotes, or Management Discussion and Analysis section of the Company's annual report. 



        2.22    "Fair Market Value" or "FMV" means a price that is based on the opening,
closing, actual, high, low, or the arithmetic mean of selling prices of a Share reported on the New York Stock Exchange ("NYSE"), or if not the NYSE, on the established stock exchange which is the
principal exchange upon which the Shares are traded on the applicable date, the preceding trading day, the next succeeding trading day, or an arithmetic mean of selling prices on all trading days over
a specified averaging period weighted by volume of trading on each trading day in the period, that is within thirty (30) days before or thirty (30) days after the applicable date as
determined by the Committee in its discretion; provided that, if an arithmetic mean of prices is used to set a grant price or an Option price, the commitment to grant such Award based on such
arithmetic mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation 1.409A-1(b)(5)(iv)(A). Unless the Committee
determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to
the arithmetic mean between the reported high and low or closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date on which
Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall
be made by the Committee in such manner as it deems appropriate provided such manner is consistent with Treasury Regulation 1.409A-1(b)(5)(iv)(B). Such definition(s) of FMV shall be
specified in each Award Agreement and may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement, or payout of an Award; provided, however that in the absence of
such determination, Fair Market Value means the arithmetic mean of the high and low sales prices for a Share as reported by the NYSE (or such other principal exchange) on the applicable date, or if no
sales occurred that day, on the most recent date upon which sales did occur; and, provided further, that upon a broker-assisted exercise of an Option, the FMV shall be the price at which the Shares
are sold by the broker. 


        2.23    "Full-Value Award" means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by
the issuance of Shares. 


        2.24    "Freestanding SAR" means an SAR that is granted independently of any Options, as described in Article 7. 


        2.25    "Grant Price" means the price established at the time of grant of a SAR pursuant to Article 7, used to determine
whether there is any payment due upon exercise of the SAR. 


        2.26    "Incentive Stock Option" or "ISO" means an Option to purchase Shares
granted under Article 6 to an Employee and that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422, or any successor provision. 


        2.27    "Insider" shall mean an individual who is, on the relevant date, an officer, or Director of the Company, or a more than
ten percent (10%) Beneficial Owner of any class of the Company's equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with
Section 16 of the Exchange Act. 


4







 

        2.28    "Nonemployee Director" means a Director who is not an Employee. 



        2.29    "Nonemployee Director Award" means any NQSO, SAR, or Full-Value Award granted, whether singly, in
combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board or Committee may establish in accordance with this
Plan. 


        2.30    "Nonqualified Stock Option" or "NQSO" means an Option that is not
intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements. 



        2.31    "Option" means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6. 


        2.32    "Option Price" means the price at which a Share may be purchased by a Participant pursuant to an Option. 


        2.33    "Other Stock-Based Award" means an equity-based or equity-related Award not otherwise described by the terms of this
Plan, granted pursuant to Article 10. 


        2.34    "Participant" means any eligible individual as set forth in Article 5 to whom an Award is granted. 


        2.35    "Performance-Based Compensation" means compensation under an Award that is intended to satisfy the requirements of
Section 162(m) of the Code and the applicable treasury regulations thereunder for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in
this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based
compensation for other purposes, including Code Section 409A. 


        2.36    "Performance Measures" means measures as described in Article 11 on which the performance goals are based and
which are approved by the Company's stockholders pursuant to this Plan in order to qualify certain Awards as Performance-Based Compensation. 



        2.37    "Performance Period" means the period of time during which the performance goals must be met in order to determine the
degree of payout and/or vesting with respect to an Award. 


        2.38    "Performance Share" means an Award under Article 9 herein and subject to the terms of the Plan, denominated in
Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 



        2.39    "Performance Unit" means an Award under Article 9 herein and subject to the terms of the Plan, denominated in
units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved. 


        2.40    "Period of Restriction" means the period when Restricted Stock or Restricted Stock Units are subject to a substantial
risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in
Article 8. 


        2.41    "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) thereof. 


        2.42    "Plan" means this Molson Coors Brewing Company Incentive Compensation Plan. 


        2.43    "Plan Year" means the Company's fiscal year, unless the Committee has designated the calendar year, as the applicable
Plan Year under a particular Award. 


        2.44    "Restricted Stock" means an Award granted to a Participant pursuant to Article 8. 


5







 

        2.45    "Restricted Stock Unit" means an Award granted to a Participant pursuant to Article 8, except no Shares are
actually awarded to the Participant on the date of grant. 


        2.46    "Service Vesting Awards" means an Award, the vesting of which is contingent solely on the continued service of the
Participant as an Employee or a Director. 


        2.47    "Share" means a share of Class B common stock of the Company, $0.01 par value per share. 


        2.48    "Stock Appreciation Right" or "SAR" means an Award, designated as a SAR,
pursuant to the terms of Article 7 herein. 


        2.49    "Subsidiary" means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains,
directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise. 


        2.50    "Tandem SAR" means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the
exercise of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the Tandem SAR shall similarly be canceled). 



        2.51    "Third-Party Service Provider" means any consultant, agent, advisor, or independent contractor who renders services to
the Company and/or its Affiliates that (a) are not in connection with the offer and sale of the Company's securities in a capital raising transaction, and (b) do not directly or
indirectly promote or maintain a market for the Company's securities. 


        2.52    "Voting Trust" means the voting trust established under the Class A Common Stock Molson Coors Brewing Company
Voting Trust Agreement (as referred to in the Combination Agreement). 


 Item 4  


 Article 3. Administration  


        3.1    General.    The Committee shall be responsible for
administering the Plan, subject to this Article 3 and the other provisions of the Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom
may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all
interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested individuals. 


        3.2    Authority of the Committee.    The Committee shall have full
and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement or document ancillary to or in connection with the Plan, to determine
eligibility for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include,
but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements, granting Awards as an alternative to
or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, and, subject to Article 19, adopting modifications and amendments to the
Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which the Company and/or its Affiliates operate. 



        3.3    Delegation.    The Committee may delegate to one or more of its
members or to one or more officers of the Company and/or its Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any
individuals to whom it has 


6







 



delegated
duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under the Plan. The Committee
may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards;
and (b) determine the size of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee that is
considered an Insider; (ii) the resolution providing such authorization sets forth the total number of Awards such officer(s) may grant; and (iii) the officer(s) shall report
periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. 


        3.4    Claims.    A Participant who wishes to appeal any determination
of the Committee concerning an Award granted pursuant to the Plan shall notify the Committee in a writing, which shall state the basis for the appeal. The appeal shall be filed with the Committee
within 30 days after the date the Participant received the notice from the Committee. The written appeal may be filed by the Participant's authorized representative. The Committee shall review
the appeal and issue its decision within 90 days after it receives the Participant's appeal. If the Committee needs additional time to review the appeal, it shall notify the Participant in
writing and specify when it expects to render its decision. After completion of its review, the Committee shall notify the Participant of its decision in writing, which shall state the reasons for the
Committee's decision. 


        If,
after the completion of the procedure set forth in the preceding paragraph, the Participant wishes to further pursue the appeal, the appeal shall be submitted to, and determined
through, binding arbitration in Denver, Colorado in accordance with the arbitration procedures of the American Arbitration Association ("AAA") existing at the time the arbitration is conducted, before
a single arbitrator chosen in accordance with AAA procedures. The decision of the arbitrator shall be enforceable as a court judgment. 


 Item 5  


 Article 4. Shares Subject to the Plan and Maximum Awards  


        4.1    Number of Shares Available for Awards. 




	(a)
	Subject
to adjustment as provided in Section 4.4 herein, the maximum number of Shares available for issuance to Participants under the Plan (the
"Share Authorization") shall be 5,000,000 Shares, plus the number of Shares that remain available for issuance under the Adolph Coors Company Equity Incentive Plan as of the Effective Date (increased
by any Shares subject to any then-outstanding award under such plan which upon the lapse, expiration or cancellation exercise or other settlement of such award are either not issued or are
withheld by the Company).



	(b)
	Subject
to the limit set forth in Section 4.1(a) on the number of Shares that may be issued in the aggregate under the Plan, the maximum number of
Shares that may be issued pursuant to ISOs shall be 5,000,000. 





        4.2    Share Usage.    Shares covered by an Award shall only be
counted as used to the extent they are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are
settled in cash in lieu of Shares, or are exchanged with the Committee's permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under the
Plan. Moreover, if the Option Price of any Option granted under the Plan or the tax withholding requirements with respect to any Award granted under the Plan are satisfied by tendering Shares to the
Company (by either actual delivery or by attestation), or if an SAR is exercised, only the number of Shares issued, net of the Shares tendered, if any, will be deemed delivered for purposes of
determining the maximum number of Shares available 


7







 



for
delivery under the Plan. The Shares available for issuance under the Plan may be authorized and unissued Shares or treasury Shares. 


        4.3    Annual Award Limits.    Unless and until the Committee
determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits
(each an "Annual Award Limit" and, collectively, "Annual Award Limits") shall apply to grants of such Awards under the Plan: 




	(a)
	Options:    The maximum aggregate number of Shares subject to Options granted in any one
(1) Plan Year to any one (1) Participant shall be 500,000 Shares.



	(b)
	SARs:    The maximum number of Shares subject to Stock Appreciation Rights granted in any one
(1) Plan Year to any one (1) Participant shall be 500,000 Shares.



	(c)
	Restricted Stock or Restricted Stock Units:    The maximum aggregate grant with respect to Awards
of Restricted Stock or Restricted Stock Units in any one (1) Plan Year to any one (1) Participant shall be 250,000.



	(d)
	Performance Units or Performance Shares:    The maximum aggregate Award of Performance Units or
Performance Shares that any one (1) Participant may receive in any one (1) Plan Year shall be 250,000 Shares if such Award is payable in Shares, or equal to the value of 250,000 Shares
if such Award is payable in cash or property other than Shares with such amount determined as of the earlier of the vesting date or the payout date.



	(e)
	Cash-Based Awards:    The maximum aggregate amount awarded or credited with respect to
Cash-Based Awards to any one (1) Participant with respect to any one (1) Plan Year may not exceed $5,000,000.



	(f)
	Covered Employee Annual Incentive Award:    The maximum aggregate amount awarded or credited in
any one (1) Plan Year with respect to a Covered Employee Annual Incentive Award may not exceed the lesser of five (5) times such Employee's annual base salary as in effect on
March 1 of such Plan Year, or $5,000,000.



	(g)
	Other Stock-Based Awards:    The maximum aggregate grant with respect to Other Stock-Based Awards
pursuant to Section 10.2 in any one (1) Plan Year to any one (1) Participant shall be 250,000 Shares. 





        4.4    Adjustments in Authorized Shares.    In the event of any
corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company) after the Effective Date, such as a merger, consolidation,
reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination
of Shares, exchange of Shares, dividend in kind, or other like change-in-capital structure or distribution (other than normal cash dividends) to stockholders of the Company, or
any similar corporate event or transaction, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants' rights under the Plan, shall substitute or adjust, as
applicable, the number and kind of Shares that may be issued under the Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant
Price applicable to outstanding Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards. 


        The
Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under the Plan to reflect or related to such changes or distributions and to
modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under the Plan. 


8







 

        Subject
to the provisions of Article 19, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits
under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with
the ISO rules under Section 422 of the Code, where applicable. 



        With
respect to Options and SARs, any such substitutions or adjustments shall not be made if it would cause such Option or SAR to be treated as deferred compensation subject to taxes and
penalties under Section 409A of the Code. In addition, with respect to Options, any such substitutions or adjustments under this Section 4.4 shall be based on the intrinsic value of such
Option as determined by the Committee, in its discretion, as of the date of such substitution or adjustment. For the absence of doubt, the intrinsic value of
"out-of-the-money" Options shall equal zero. 


 Item 6  


 Article 5. Eligibility and Participation  


        5.1    Eligibility.    Individuals eligible to participate in this
Plan include all Employees, Directors, and Third-Party Service Providers. 


        5.2    Actual Participation.    Subject to the provisions of the Plan,
the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all
terms permissible by law, and the amount of each Award. 


 Item 7  


 Article 6. Stock Options  


        6.1    Grant of Options.    Subject to the terms and provisions of the
Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided, that
ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted by Section 422 of the Code and the treasury regulations thereunder). 


        6.2    Award Agreement.    Each Option grant shall be evidenced by an
Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and
exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan. The Award Agreement also shall specify whether the Option is intended to
be an ISO or a NQSO, and in the absence of any such specification, the Option shall be an NQSO. 


        6.3    Option Price.    The Option Price for each grant of an Option
under this Plan shall be as determined by the Committee and shall be specified in the Award Agreement. The Option Price shall be: (i) based on one hundred percent (100%) of the FMV of the
Shares on the date of grant, (ii) set at a premium to the FMV of the Shares on the date of grant, or (iii) indexed to the FMV of the Shares on the date of grant, with the index
determined by the Committee, in its discretion; provided, however, the Option Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares on the date of
grant. 


        6.4    Duration of Options.    Each Option granted to a Participant
shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary date of its grant.
Notwithstanding the foregoing, for Options granted to Participants outside the United States, the Committee has the authority to grant Options that have a term greater than ten (10) years. 


9







 

        6.5    Exercise of Options.    Options granted under this
Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the
same for each grant or for each Participant. 


        6.6    Payment.    Options granted under this Article 6 shall
be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative
procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. 


        A
condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the
Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the
time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant for at least six
(6) months (or such other period as the
Committee may permit) prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan mentioned by the Company, or have been purchased on the open market);
(c) by a combination of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole discretion, including, without limitation, if the Committee so
determines, a cashless (broker-assisted) exercise. 


        Subject
to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax
withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant's request, Share certificates in an appropriate amount based upon the number of Shares
purchased under the Option(s). 


        Unless
otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars. 



        6.7    Restrictions on Share Transferability.    The Committee may
impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding
period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any
blue sky or state securities laws applicable to such Shares. 


        6.8    Termination of Employment.    Each Participant's Award
Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant's employment or provision of services to the Company
and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform
among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. 


        6.9    Transferability of Options. 




	(a)
	Incentive Stock Options.    No ISO granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6 shall be
exercisable during his lifetime only by such Participant. 




10













 



































 




	(b)
	Nonqualified Stock Options.    Except as otherwise provided in a Participant's Award Agreement or
otherwise determined at any time by the Committee, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution; provided, that the Board or Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations on any
permitted transferability. Further, except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, or unless the Board or Committee decides to
permit further transferability, all NQSOs granted to a Participant under this Article 6 shall be exercisable during his lifetime only by such Participant. With respect to those NQSOs, if any,
that are permitted to be transferred to another individual, references in the Plan to exercise or payment of the Option Price by the Participant shall be deemed to include, as determined by the
Committee, the Participant's permitted transferee. 





        6.10    Notification of Disqualifying Disposition.    If any
Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying
dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof. 


        6.11    Substituting SARs.    Only in the event the Company is not
accounting for equity compensation under APB Opinion No. 25, the Committee shall have the ability to substitute, without receiving Participant permission, SARs paid only in Shares (or SARs paid
in Shares or cash at the Committee's discretion) for outstanding Options; provided, the terms of the substituted SARs are the same as the terms for the Options and the aggregate difference between the
Fair Market Value of the underlying Shares and the Grant Price of the SARs is equivalent to the aggregate difference between the Fair Market Value of the underlying Shares and the Option Price of the
Options. If, in the opinion of the Company's auditors, this provision creates adverse accounting consequences for the Company, it shall be considered null and void. 


 Item 8  



 Article 7. Stock Appreciation Rights  


        7.1    Grant of SARs.    Subject to the terms and conditions of the
Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these
forms of SARs. 


        Subject
to the terms and conditions of the Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the
provisions of the Plan, in determining the terms and conditions pertaining to such SARs. 



        The
Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement. The Grant Price shall be: (i) based on one
hundred percent (100%) of the FMV of the Shares on the date of grant, (ii) set at a premium to the FMV of the Shares on the date of grant, or (iii) indexed to the FMV of the Shares on
the date of grant, with the index determined by the Committee, in its discretion; provided, however, the Grant Price on the date of grant must be at least equal to one hundred percent (100%) of the
FMV of the Shares on the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option. 



        7.2    SAR Agreement.    Each SAR Award shall be evidenced by an Award
Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine. 


        7.3    Term of SAR.    The term of an SAR granted under the Plan shall
be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified 


11







 



in
the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10th) anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to Participants outside the United
States, the Committee has the authority to grant SARs that have a term greater than ten (10) years. 


        7.4    Exercise of Freestanding SARs.    Freestanding SARs may be
exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes. 



        7.5    Exercise of Tandem SARs.    Tandem SARs may be exercised for
all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the
Shares for which its related Option is then exercisable. 


        Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than the
expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the excess of the Fair Market Value of the
Shares subject to the underlying ISO at the time the Tandem SAR is exercised over the Option Price of the underlying ISO; and (c) the Tandem SAR may be exercised only when the Fair Market Value
of the Shares subject to the ISO exceeds the Option Price of the ISO. 


        7.6    Payment of SAR Amount.    Upon the exercise of an SAR, a
Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: 




	(a)
	The
excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by



	(b)
	The
number of Shares with respect to which the SAR is exercised. 





        At
the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole
discretion. The
Committee's determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR. 



        7.7    Termination of Employment.    Each Award Agreement shall set
forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant's employment with or provision of services to the Company and/or its
Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with Participants, need not be uniform among all SARs
issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. 



        7.8    Nontransferability of SARs.    Except as otherwise provided in
a Participant's Award Agreement or otherwise determined at any time by the Committee, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the Committee, all SARs
granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred to another
individual, references in the Plan to exercise of the SAR by the Participant or payment of any amount to the Participant shall be deemed to include, as determined by the Committee, the Participant's
permitted transferee. 


        7.9    Other Restrictions.    The Committee shall impose such other
conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to the Plan as it may deem advisable or desirable. These restrictions may include, but shall not be
limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time. 


12







 
 Item 9  


 Article 8. Restricted Stock and Restricted Stock Units  



        8.1    Grant of Restricted Stock or Restricted Stock Units.    Subject
to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the
Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant. 


        8.2    Restricted Stock or Restricted Stock Unit Agreement.    Each
Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of
Restricted Stock Units granted, and such other provisions as the Committee shall determine. 


        8.3    Transferability.    Except as provided in this Plan or an Award
Agreement, the Shares of Restricted Stock and/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon
earlier satisfaction of any other conditions, as specified by the Committee, in its sole discretion, and set forth in the Award Agreement or otherwise at any time by the Committee. All rights with
respect to the Restricted Stock and/or Restricted Stock Units granted to a Participant under the Plan shall be available during his lifetime only to such Participant, except as otherwise provided in
an Award Agreement or at any time by the Committee. 


        8.4    Other Restrictions.    The Committee shall impose such other
conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals,
time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or under the
requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such
Restricted Stock or Restricted Stock Units. 


        To
the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company's possession until such time as all
conditions and/or restrictions applicable to such Shares have been satisfied or lapse. 



        Except
as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all
conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and except as expressly provided by the
Committee in the Award Agreement, Restricted Stock Units shall be paid in Shares. 


        8.5    Certificate Legend.    In addition to any legends placed on
certificates pursuant to Section 8.4, each certificate representing Shares of Restricted Stock granted pursuant to the Plan may bear a legend such as the following or as otherwise determined by
the Committee in its sole discretion: 


        The
sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set
forth in the Molson Coors Brewing Company 2004 Stock and Incentive Compensation Plan, and in the associated Award Agreement. A copy of the Plan and such Award Agreement may be obtained from Molson
Coors Brewing Company. 


13







 

        8.6    Voting Rights.    Unless otherwise determined by the Committee
and set forth in a Participant's Award Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be
granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units
granted hereunder. 


        8.7    Termination of Employment.    Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant's employment with or provision of
services to the Company and/or its Affiliates. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant,
need not be uniform among all Shares of Restricted Stock or Restricted Stock Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. 



        8.8    Section 83(b) Election.    The Committee may provide in
an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code.
If a Participant makes an election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the
Company. 


 Item 10  


 Article 9. Performance Units/Performance Shares  


        9.1    Grant of Performance Units/Performance Shares.    Subject to
the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the
Committee shall determine. 


        9.2    Value of Performance Units/Performance Shares.    Each
Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on
the date of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance
Units/Performance Shares that will be paid out to the Participant. 


        9.3    Earning of Performance Units/Performance Shares.    Subject to
the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout on the value and number of Performance
Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. 


        9.4    Form and Timing of Payment of Performance Units/Performance
Shares.    Payment of earned Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the
terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the
earned Performance Units/Performance Shares at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to
any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the
grant of the Award. 


        9.5    Termination of Employment.    Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant's employment with or provision of services
to the Company and/or its 


14







 



Affiliates
.. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all
Awards of Performance Units or Performance Shares issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. 


        9.6    Nontransferability.    Except as otherwise provided in a
Participant's Award Agreement or otherwise determined at any time by the Committee, Performance Units/Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant's Award Agreement or otherwise determined at any time by the
Committee, a Participant's rights under the Plan shall be exercisable during his lifetime only by such Participant. 


 Item 11  


 Article 10. Cash-Based Awards and Other Stock-Based Awards  


        10.1    Grant of Cash-Based Awards.    Subject to the
terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms, including the
achievement of specific performance goals, as the Committee may determine. 


        10.2    Other Stock-Based Awards.    The Committee may grant other
types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such
terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares
and may include, without limitation, Awards
designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. 


        10.3    Value of Cash-Based and Other Stock-Based
Awards.    Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be
expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to
establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the
performance goals are met. 


        10.4    Payment of Cash-Based Awards and Other Stock-Based
Awards.    Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in
cash or Shares as the Committee determines. 


        10.5    Termination of Employment.    The Committee shall determine
the extent to which the Participant shall have the right to receive Cash-Based Awards or Other Stock-Based Awards following termination of the Participant's employment with or provision of
services to the Company and/or its Affiliates . Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an Award Agreement entered into with
each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons
for termination. 


        10.6    Nontransferability.    Except as otherwise determined by the
Committee, neither Cash-Based Awards nor Other Stock-Based Awards may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as otherwise provided by the Committee, a Participant's rights under the Plan, if exercisable, shall be exercisable during his lifetime only by such
Participant. With respect to those Cash-Based Awards or Other Stock-Based Awards, if any, that are permitted to be transferred to another individual, 


15







 



references
in the Plan to exercise or payment of such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant's permitted transferee. 


 Item 12  


 Article 11. Performance Measures  


        11.1    Performance Measures.    Unless and until the Committee
proposes for shareholder vote and the stockholders approve a change in the general Performance Measures set forth in this Article 11, the performance goals upon which the payment or vesting of
an Award to a Covered Employee (other than a Covered Employee Annual Incentive Award awarded or credited pursuant to Article 12) that is intended to qualify as Performance-Based Compensation
shall be limited to the following Performance Measures: 




	(a)
	Net
earnings or net income (before or after taxes);



	(b)
	Earnings
per share;



	(c)
	Net
sales or revenue growth;



	(d)
	Net
operating profit;



	(e)
	Return
measures (including, but not limited to, return on assets, capital, invested capital, equity, revenue, or sales);



	(f)
	Cash
flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on equity);



	(g)
	Earnings
before or after taxes, interest, depreciation, and/or amortization;



	(h)
	Gross
or operating margins;



	(i)
	Productivity
ratios;



	(j)
	Share
price (including, but not limited to, growth measures and total shareholder return);



	(k)
	Expense
targets;



	(l)
	Margins;



	(m)
	Operating
efficiency;



	(n)
	Market
share;



	(o)
	Customer
satisfaction; and



	(p)
	Balance
sheet measures (including but not limited to, working capital amounts and levels of short and long-term debt). 







Any
Performance Measure(s) may be used to measure the performance of the Company and/or its Affiliates as a whole or any business unit of the Company and/or its Affiliates or any combination thereof,
as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in
its sole discretion, deems appropriate, and, may, but need not be, based on a change or an increase or positive result. The Committee also has the authority to provide for accelerated vesting of any
Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 11 or such other factors as the Committee shall determine. 


        11.2    Evaluation of Performance.    The Committee may provide in any
such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim
judgments or settlements, (c) the 


16







 



effect
of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor provision) and/or in management's discussion and analysis of financial condition and results of
operations appearing in the Company's annual report to stockholders for the applicable year, (f) acquisitions or divestitures, (g) foreign exchange gains and losses, and
(h) Extraordinary Items. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code
Section 162(m) for deductibility. 


        11.3    Adjustment of Performance-Based Compensation.    Awards that
are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary
basis or any combination, as the Committee determines. 


        11.4    Committee Discretion.    In the event that applicable tax
and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining stockholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant performance-based Awards that are not
intended to qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures
other than those set forth in Section 11.1. 


 Item 13  


 Article 12. Covered Employee Annual Incentive Award  


        12.1    Establishment of Annual Incentive Pool.    The Committee may
designate Covered Employees who are eligible to receive a monetary payment in any Plan Year based on a percentage of an incentive pool determined by reference to one or more Performance Measures set
forth in Section 11.1. The Committee shall allocate an incentive pool percentage to each designated Covered Employee for each Plan Year, provided the sum of the incentive pool percentages for
all Covered Employees cannot exceed one hundred percent (100%) of the total pool. 


        12.2    Determination of Covered Employees' Portions.    As soon as
possible after the determination of the incentive pool for a Plan Year, the Committee shall calculate each Covered Employee's allocated portion of the incentive pool based upon the percentage
established at the beginning of the Plan Year. Each Covered Employee's incentive award then shall be determined by the Committee based on the Covered Employee's allocated portion of the incentive pool
subject to adjustment in the sole discretion of the Committee. In no event may the portion of the incentive pool allocated to a Covered Employee be increased in any way, including as a result of the
reduction of any other Covered Employee's allocated portion. The Committee shall retain the discretion to adjust such Awards downward. 


 Item 14  



 Article 13. Nonemployee Director Awards  


        All Awards to Nonemployee Directors shall be determined by the Board or Committee. The terms and conditions of any grant to any such
Nonemployee Director shall be set forth in an Award Agreement. 


17







 
 Item 15  



 Article 14. Dividend Equivalents  


        Any Participant selected by the Committee may be granted dividend equivalents based on the dividends declared on Shares that are
subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by the
Committee. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee.
Notwithstanding the foregoing, the receipt of dividend equivalents on Options or SARs shall not be made contingent on the exercise of any Award. 


 Item 16  


 Article 15. Beneficiary Designation  


        Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant's lifetime. In the absence of
any such designation, benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate. 


 Item 17  


 Article 16. Deferrals  


        The Committee may permit or require a Participant to defer such Participant's receipt of the payment of cash or the delivery of Shares
that would otherwise be due to such Participant by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect to Restricted Stock or Restricted Stock Units, or the
satisfaction of any requirements or performance goals with respect to Performance Shares, Performance Units, Covered Employee Annual Incentive Awards, Other Stock-Based Awards, or
Cash-Based Awards. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such deferral consistent with the
requirements of Article 23. 


 Item 18  


 Article 17. Rights of Participants  


        17.1    Employment.    Nothing in the Plan or an Award Agreement shall
interfere with or limit in any way the right of the Company and/or its Affiliates to terminate any Participant's employment or service on the Board or to the Company at any time or for any reason not
prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director or Third-Party Service Provider for any specified period of time. 



        Neither
an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company and/or its Affiliates and, accordingly, subject to Articles 3
and 19, this Plan and the
benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company and/or its Affiliates. 


        17.2    Participation.    No individual shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award. 


18







 

        17.3    Rights as a Stockholder.    Except as otherwise provided
herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. 


 Item 19  


 Article 18. Change in Control  


        18.1    Change in Control of the Company.    Notwithstanding any other
provision of this Plan to the contrary, the provisions of this Article 18 shall apply in the event of a Change in Control, unless otherwise determined by the Committee in connection with the
grant of an Award as reflected in the applicable Award Agreement. 


        Upon
a Change in Control, all then-outstanding Options and Stock Appreciation Rights shall become fully vested and exercisable, and all other then-outstanding
Awards that are Service Vesting Awards shall vest in full and be free of restrictions, except to the extent that another Award meeting the requirements of Section 18.2 (a "Replacement Award")
is provided to the Participant pursuant to Section 4.4 to replace such Award (the "Replaced Award"). The treatment of any other Awards shall be as determined by the Committee and reflected in
the applicable Award Agreement. 


        18.2    Replacement Awards.    An Award shall meet the conditions of
this Section 18.2 (and hence qualify as a Replacement Award) if: (i) it has a value at least equal to the value of the Replaced Award; (ii) it relates to publicly traded equity
securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; and (iii) its other
terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in
Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied.
The determination of whether the conditions of this Section 18.2 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. 


        18.3    Termination of Employment.    Upon a termination of employment
or termination of directorship of a Participant occurring in connection with or during the period of two (2) years after such Change in Control, other than for Cause, (i) all Replacement
Awards held by the Participant shall become fully vested and (if applicable) exercisable and free of restrictions, and (ii) all Options and Stock Appreciation Rights held by the Participant
immediately before the termination of employment or termination of directorship that the Participant held as of the date of the Change in Control or that constitute Replacement Awards shall remain
exercisable for not less than one (1) year following such termination or until the expiration of the stated term of such Option or SAR, whichever period is shorter; provided, that if the
applicable Award Agreement provides for a longer period of exercisability, that provision shall control. 


        "Termination
of employment," "termination of service, "termination of directorship," 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 Participant's "separation from service" as defined in Code Section 409A. For this purpose, a "separation from
service" is deemed to occur on the date that the Company, and the Participant reasonably anticipate that the level of bona fide services the Participant would perform for the Company and/or any
Affiliates after that date (whether as an employee, director or Third-Party Service Provider) would permanently decrease to a level that, based on the facts and circumstances, would constitute a
separation from service; provided that a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation from
service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The Committee 


19







 



retains
the right and discretion to specify, and may specify, whether a separation from service occurs for individuals providing services to the Company or an Affiliate immediately prior to an asset
purchase transaction in which the Company or an Affiliate is the seller who provide services to a buyer after and in connection with such asset purchase transaction; provided, such specification is
made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4). 


 Item 20  


 Article 19. Amendment, Modification, Suspension, and Termination  


        19.1    Amendment, Modification, Suspension, and
Termination.    Subject to Section 19.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any
Award Agreement in whole or in part; provided, however, that, without the prior approval of the Company's stockholders and except as provided in Sections 4.4 and 6.11, Options or SARs issued
under the Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, and no
amendment of the Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange rule; including, but not limited to, the Exchange Act, the
Code, and, if applicable, the New York Stock Exchange Listed Company Manual/the Nasdaq issuer rules. 


        19.2    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments
in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof)
affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Committee as to the
foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan. 



        With
respect to an Option or SAR, any such substitutions or adjustments shall not be made if it would cause such Option or SAR to be treated as deferred compensation subject to taxes and
penalties under Section 409A of the Code. 


        19.3    Awards Previously Granted.    Notwithstanding any other
provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted
under the Plan, without the written consent of the Participant holding such Award. 


 Item 21  


 Article 20. Withholding  


        20.1    Tax Withholding.    The Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising as a result of this Plan. 


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        20.2    Share Withholding.    With respect to withholding required
upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any
other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such
elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 


 Item 22  


 Article 21. Successors  


        All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company. 


 Item 23  


 Article 22. General Provisions  


        22.1    Forfeiture Events. 




	(a)
	The
Committee may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award shall be subject to
reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, termination of employment for Cause, termination of the Participant's provision of services to the Company and/or its Affiliates, violation of material
Company and/or Affiliate policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental
to the business or reputation of the Company and/or its Affiliates.



	(b)
	If
the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any
financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the
misconduct, or if the Participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 (and not otherwise exempted), the Participant
shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve- (12-) month period following the first public issuance or filing with
the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement. 





        22.2    Legend.    The certificates for Shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer of such Shares. 


        22.3    Gender and Number.    Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural. 


21







 

        22.4    Severability.    In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included. 


        22.5    Requirements of Law.    The granting of Awards and the
issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be
required. 


        22.6    Delivery of Title.    The Company shall have no obligation to
issue or deliver evidence of title for Shares issued under the Plan prior to: 




	(a)
	Obtaining
any approvals from governmental agencies that the Company determines are necessary or advisable; and



	(b)
	Completion
of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable. 





        22.7    Inability to Obtain Authority.    The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 


        22.8    Investment Representations.    The Committee may require any
individual receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to
sell or distribute such Shares. 


        22.9    Employees Based Outside of the United
States.    Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and/or its Affiliates
operate or have Employees, Directors, or Third-Party Service Providers, the Committee, in its sole discretion, shall have the power and authority to: 




	(a)
	Determine
which Affiliates shall be covered by the Plan;



	(b)
	Determine
which Employees and/or Directors, or Third-Party Service Providers outside the United States are eligible to participate in the Plan;



	(c)
	Modify
the terms and conditions of any Award granted to Employees and/or Directors or Third-Party Service Providers outside the United States to comply with
applicable foreign laws;



	(d)
	Establish
subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and
modifications to Plan terms and procedures established under this Section 22.9 by the Committee shall be attached to this Plan document as appendices; and



	(e)
	Take
any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory
exemptions or approvals. 





        Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law. 


        22.10    Uncertificated Shares.    To the extent that the Plan
provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be affected on a noncertificated basis, to the extent not prohibited by applicable law or the
rules of any stock exchange. 


22







 

        22.11    Unfunded Plan.    Participants shall have no right, title, or
interest whatsoever in or to any investments that the Company and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any
other individual. To the extent that any individual acquires a right to receive payments from the Company and/or its Affiliates under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company and/or its Affiliates . All payments to be made hereunder shall be paid from the general funds of the Company and/or its Affiliates, and no special or
separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. 



        22.12    No Fractional Shares.    No fractional Shares shall be issued
or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or otherwise eliminated. 


        22.13    Retirement and Welfare Plans.    Neither Awards made under
the Plan nor Shares or cash paid pursuant to such Awards, except pursuant to Covered Employee Annual Incentive Awards, may be included as "compensation" for purposes of computing the benefits payable
to any Participant under the Company's, and/or its Affiliates' retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such
compensation shall be taken into account in computing a Participant's benefit. 


        22.14    Nonexclusivity of the Plan.    The adoption of this Plan
shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant. 



        22.15    No Constraint on Corporate Action.    Nothing in this Plan
shall be construed to: (i) limit, impair, or otherwise affect the Company's or its Affiliates' right or power to make adjustments, reclassifications, reorganizations, or changes of its capital
or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company and/or
its Affiliates to take any action which such entity deems to be necessary or appropriate. 



        22.16    Governing Law.    The Plan and each Award 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 Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit
to the exclusive jurisdiction and venue of the federal or state courts of Colorado, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement. 



        22.17    Indemnification.    Subject to requirements of Delaware law,
each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with
Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with
or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against him, provided he
shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf, unless such loss, cost, liability, or expense
is a result of his own willful misconduct or except as expressly provided by Delaware law. 


23







 

        The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company's Certificate of
Incorporation of Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 


 Article 23. Compliance with Code Section 409A  


        23.1    Awards Subject to Section 409A.    The provisions of
this Article 23 shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a "409A Award"), notwithstanding any provision to the
contrary contained in the Plan or the Award Agreement applicable to such Award. 


        23.2    Deferral and/or Distribution Elections.    Except as otherwise
permitted or required by Code Section 409A, the following rules shall apply to any deferral and/or elections as to the form of
distribution (each, an "Election") that may be permitted or required by the Committee pursuant to a 409A Award: 




	(a)
	Any
Election must be in writing and specify the amount being deferred, and the time and form of distribution as permitted by this Plan.



	(b)
	Any
Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year preceding
the year in which services relating to the Award commence; provided, however, that if the Award qualifies as "performance-based compensation" for purposes of Code Section 409A and is based on
services performed over a period of at least twelve (12) months, then the deadline may be no later than six (6) months prior to the end of such performance period.



	(c)
	Unless
otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election is received by
the Committee, prior to the last day for making an Election for the subsequent year. 





        23.3    Subsequent Elections.    Except as otherwise permitted or
required by Code Section 409A, any 409A Award which permits a subsequent Election to further defer the distribution or change the form of distribution shall comply with the following
requirements: 




	(a)
	No
subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;



	(b)
	Each
subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined in
Section 23.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and



	(c)
	No
subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than twelve
(12) months prior to the date the first scheduled payment would otherwise be made. 





        23.4    Distributions Pursuant to Deferral Elections.    Except as
otherwise permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than: 




	(a)
	Separation
from service (as defined in Section 18.3 of the Plan);



	(b)
	The
date the Participant becomes Disabled (as defined below);



	(c)
	The
Participant's death;



	(d)
	A
specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and set forth in the
Award Agreement or 




24








 



(ii) specified
by the Participant in an Election complying with the requirements of Section 23.2 and/or 23.3, as applicable; or  



	(e)
	A
change in control within the meaning of Treasury Regulation Section 1.409A-3(h)(5). For avoidance of doubt, this is not the same as the
term defined in Section 2.9. 





        23.5    Six Month Delay.    Notwithstanding anything herein to the
contrary, to the extent that distribution of a 409A Award is triggered by a Participant's separation from service, if the Participant is then a "specified employee" (as defined in Section 18.3
of the Plan), no distribution may be made before the date which is six (6) months after such Participant's separation from service, or, if earlier, the date of the Participant's death. 


        23.6    Disabled.    If a 409A Award provides for distribution upon
the Participant's becoming Disabled, "disabled" shall mean: 




	(a)
	the
Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or



	(b)
	the
Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan
covering employees of the Participant's employer. 





        Unless
the Award Agreement otherwise provides, all distributions payable by reason of a Participant becoming disabled shall be distributed as provided in the Participant's Election. If
the Participant has made no Election with respect to distributions upon becoming Disabled, all such distributions shall be paid in a lump sum within 90 days following the date the Participant
becomes Disabled. 


        23.7    Death.    Unless the Award Agreement otherwise provides, if a
Participant dies before complete distribution of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided in the Participants
Election. If the Participant has made no Election with respect to distributions upon death, all such distributions shall be paid in a lump sum within 90 days following the date of the
Participant's death. 


        23.8    No Acceleration of Distributions.    This Plan does not permit
the acceleration of the time or schedule of any distribution under a 409A Award, except as provided by Code Section 409A and/or the Secretary of the U.S. Treasury." 


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