Exhibit 10.1


 


MOLSON
COORS BREWING COMPANY


DIRECTORS’
STOCK PLAN

UNDER THE 

MOLSON COORS BREWING COMPANY

INCENTIVE COMPENSATION PLAN


* * *
* *


SUMMARY
DESCRIPTION



MOLSON COORS BREWING COMPANY

DIRECTORS’ STOCK PLAN DOCUMENT



PARTICIPATION AGREEMENT


 


THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING

SECURITIES REGISTERED UNDER THE

SECURITIES ACT OF 1933.


THIS
SUMMARY DESCRIPTION DESCRIBES THE PLAN

AS ADOPTED ON JULY 26, 2006


















 


TABLE OF
CONTENTS


	
   

  	
   

  	
  Page

  
	
  Introduction

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Purpose of the
  Plan

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Eligibility for
  Participation

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Election to
  Participate

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Cash Retainers
  Paid in Common Stock

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Deferral

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Issuance of
  Shares for DSUs

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Taxes

  	
   

  	
  2

  
	
   

  	
   

  	
   

  
	
  Other
  Information

  	
   

  	
  3

  
	
   

  	
   

  	
   

  
	
  Exhibit A -
  Directors’ Stock Plan

  	
   

  	
  A-1

  
	
   

  	
   

  	
   

  
	
  Exhibit B - Participation Agreement and Beneficiary
  Designation

  	
   

  	
  B-1

  




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MOLSON
COORS BREWING COMPANY


DIRECTORS’
STOCK PLAN


Summary
Description


INTRODUCTION


The purpose of this Summary Description is to provide
general information about the Directors’ Stock Plan.  Participation in the Directors’ Stock Plan
constitutes a Nonemployee Director award under the Molson Coors Brewing Company
Incentive Compensation Plan.  A copy of
the Directors’ Stock Plan (referred to as the “Plan”) is attached hereto as
Exhibit A.  Copies of the Incentive
Compensation Plan have been previously made available to the directors.


The Global Chief People Officer of Molson Coors
Brewing Company (“MCBC”) serves as Administrator of the Plan (the “Administrator”).  The Administrator is authorized to interpret
the Plan, to prescribe and modify its rules and procedures and to make all
other determinations necessary in its administration.


PURPOSE OF THE PLAN


The purpose of the Plan is to further encourage stock
ownership by the non-employee directors of MCBC by enabling them to choose to
receive all or one-half of their annual cash retainer payments in the form of
shares of MCBC Common Stock (“Common Stock”) or Deferred Stock Units (“DSUs”).


ELIGIBILITY FOR PARTICIPATION


The Plan is open to all non-employee MCBC directors,
other than the Chairman and Vice Chairman.


ELECTION TO PARTICIPATE


In order to participate in the Plan, an eligible
director must complete a Participation Agreement.  The Plan is administered on a calendar year
basis, although the initial year is a short year, commencing July 26,
2006, and ending December 31, 2006.  A
director who chooses to receive his or her cash retainer for the upcoming year
in Common Stock or DSUs may do so by filing a Participation Agreement no later
than November 30th (or such later date as the Administrator determines) prior
to that year.  For the initial short
year, the Participation Agreement must be returned to the Administrator by
August 25, 2006, and will apply to retainer payments made after that
date.  Individuals may file a
Participation Agreement within 30 days of first joining the Board as a
non-employee director and such Agreement will apply to retainer payments made
after that date.  Directors electing DSUs
should also complete a Beneficiary Designation. 
Once made, an election to receive cash retainer payments in Common Stock
or DSUs is irrevocable for the year to which it applies.  A new Participation Agreement must be
completed and filed for each new year, unless the Administrator determines that
existing agreements will carryover to a subsequent year.










 



 


The Participation Agreement and Beneficiary
Designation forms are attached to this Summary Description as Exhibit B.


CASH RETAINERS PAID IN COMMON STOCK


All (100%) or one-half (50%) of the cash retainer
payable to a director who elects to participate in the Plan will be paid in
shares of MCBC Common Stock.  For this
purpose, the cash retainer is the fixed amount payable to a director by reason
of his or her being a member of the board of directors of MCBC and any
committee thereof, including amounts payable due to chairmanship of the board
or a committee, but exclusive of amounts payable on a per meeting basis.


The number of shares of Common Stock to be issued will
be determined by dividing the cash retainer payment due (either 100% or 50% of
the cash payment, depending on the director’s election) by the fair market
value (“FMV”) of the Common Stock on that date as determined under the MCBC
Incentive Compensation Plan.  Per the
Incentive Compensation Plan, FMV is equal to the average of that day’s high and
low price as reported by the New York Stock Exchange.  The shares of Common Stock will be issued to
a brokerage account established for the director by MCBC to facilitate administration
of awards under the Incentive Compensation Plan.  These accounts are currently maintained with
Fidelity and Solium.


DEFERRAL


If a director has chosen to defer receipt of Common Stock
by electing DSUs, then instead of issuing the shares, MCBC will maintain on its
books DSUs representing an obligation to issue shares of Common Stock to the
director.  The number of DSUs credited
will be equal to the number of shares that would have been issued but for the
deferral election.


Because DSUs represent a right to receive Common Stock
in the future, and not actual shares, there are no voting rights associated
with them, or dividends credited or paid with respect to them. In the event of
an adjustment in MCBC’s capitalization, appropriate adjustments will be made to
the DSUs.


ISSUANCE OF SHARES FOR DSUs


The shares of Common Stock represented by the DSUs
will be issued upon a director’s termination as a member of the Board.  The shares will be issued in a single payout,
generally within thirty days after the director’s board service
terminates.  The shares will be issued to
the director’s brokerage account.


TAXES


The following discussion addresses the U.S. and
Canadian federal income tax consequences of participation in the Plan, based
upon current laws, rulings and regulations. 
Tax considerations under state, provincial, local or other foreign laws,
or laws pertaining to taxes other than income taxes, are not addressed.  Directors should consult their own tax
advisor with regard to participation in the Plan.



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Cash Retainer Paid
in Stock.  The FMV
of the shares of Common Stock is taxed as ordinary income in the year
received.  Accordingly, if a director
elects to receive Common Stock currently, he or she will be taxed currently on
the value of the shares on the date issued to the director, as if such value
had been paid in cash.  MCBC will be
entitled to a tax deduction equal to the amount of ordinary income recognized.


Deferral.  If a director elects to defer receipt of the Common
Stock by electing DSUs, he or she will not be taxed currently, but instead will
be taxed at the time in the future when the shares of Common Stock are
issued.  At that time, the director will
recognize ordinary income equal to the then value of the shares received.  MCBC will be entitled to a tax deduction
equal to the amount of ordinary income recognized.


OTHER INFORMATION


1.                                       Plan Document Governs the Plan -
This Summary Description has been prepared to provide a better understanding of
the benefits and features of the Plan. 
The benefits and rights under the Plan are at all times governed by the
text of the Plan document.  Such document
is in no way altered or modified by the contents of this Summary Description.


2.                                       Amendment or Termination of the Plan -
MCBC reserves the right to amend or terminate the Plan, in whole or in part, at
any time its sole discretion.  No
amendment or termination of the Plan can eliminate benefits accrued to the date
of such amendment or termination.


3.                                       Plan Administration -
Discretion with respect to the determination of benefits under the Plan has
been reserved to the Administrator.


4.                                       Available Information - MCBC has filed a Registration Statement
with the Securities and Exchange Commission (the “SEC”) pursuant to the
Securities Act of 1933 (the “Securities Act”) with respect to the shares of Common
Stock which may be issued under the Incentive Compensation Plan.  Pursuant to the rules of the SEC, this
Summary Description does not contain all of the information set forth in the
Registration Statement and exhibits thereto, to which reference is made.


MCBC will provide, without charge, to each person to
whom this Summary Description is delivered, upon written or oral request of
such person, a copy of any and all of the following documents which have been
incorporated by reference into the Registration Statement:


-                                            MCBC’s
latest Annual Report on Form 10-K filed with the SEC.


-                                            All
quarterly and other reports filed by MCBC with the SEC pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).


-                                            The
description of the Company’s Common Stock contained in applicable registration
statements and other reports filed by MCBC with the SEC under Section 12 of the
Exchange Act.



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In addition, a copy of MCBC’s most recent Annual
Report to Stockholders accompanies this Summary Description or has been
furnished previously.  MCBC will provide
to each director who has received this Summary Description copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.  In the event a
recipient of this Summary Description misplaces any such documents, another
will be furnished, without charge, upon written request.  Requests for copies of any of the documents
referred to above, or any questions regarding the Plan or its administration,
should be directed to the office of the Global Chief People Officer, Molson
Coors Brewing Company, 1225 17th Street, Suite 3200, Denver, CO 80202
(telephone:  (303) 277-2255).


5.                                       Resale of Shares
- The Plan does not apply any specific restrictions on the resale of shares of Common
Stock issued to directors under the Plan. 
However, the Securities Act and Exchange Act may impose certain
limitations on such resale.


Under the Securities Act, all directors of MCBC may be
deemed to be “affiliates” for purposes of the Securities Act.  Sales of Common Stock by such persons may be
deemed to be sales of Common Stock by MCBC. 
Rule 144, promulgated under the Securities Act, sets forth “safe harbor”
procedures for affiliates to sell shares yet not have the sale be deemed a
distribution of Common Stock on behalf of MCBC. 
Rule 144 restricts the number of shares of Common Stock which may be
sold by an affiliate during any 90-day period, designates a manner of sale and
requires the filing of a notice of proposed sale with the SEC. Any affiliates
should consult with a qualified legal advisor regarding his or her own
situation before making any resales of Common Stock issued pursuant to the
Plan.


Section 16(b) of the Exchange Act provides that, in
certain circumstances, the profit realized by a director on the purchase and
sale, or sale and purchase, of Common Stock within a six-month time frame, is
recoverable by MCBC from the affiliate if it is a prohibited “short-swing
profit”.  Accordingly, directors should
review the implications of the “short-swing profit” prohibitions prior to
disposing of any shares of Common Stock received under the Plan.



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EXHIBIT
A


MOLSON
COORS BREWING COMPANY

DIRECTORS’ STOCK PLAN


1.                                       Establishment;
Purpose.  Molson Coors Brewing
Company (“MCBC”) establishes this Molson Coors Brewing Company Directors’ Stock
Plan (the “Plan”) as a Non-Employee Director award under the Company’s
Incentive Compensation Plan and shall be subject to the terms and provisions
thereof.  This plan shall be administered
by the Global Chief People Officer of MCBC (the “Administrator”).  The purpose of the Plan is to provide an
incentive to certain MCBC directors who are not employees of MCBC to own
additional shares of Common Stock of MCBC (“Common Stock”), thereby aligning
their interests more closely with the interests of the stockholders of
MCBC.  This Plan shall be effective July
26, 2006.


2.                                       Election
to Participate.  Any director of MCBC
who is not an employee of MCBC or any of its subsidiaries may elect to
participate in the Plan by filing an election with the Administrator.  Notwithstanding the foregoing, neither the
Chairman nor Vice Chairman of the Board shall be eligible to participate in the
Plan.  Elections to participate shall
apply to the calendar year commencing after the date the election is filed;
provided that the period commencing July 26, 2006, and ending on December
31, 2006, shall be the initial year for the Plan.  Once an election has been filed with the
Administrator, the director shall participate in the Plan for the entire year
for which he or she has elected to participate and to the extent provided by
the Administrator, for all subsequent years until the director timely files a
new election for such subsequent year. 
To be effective, any election under this paragraph 2 must be filed by
the November 30th (or such other date established by the Administrator)
preceding the year it is to take effect, provided elections for the initial
year shall be filed by August 25, 2006, and shall apply to cash retainer
amounts payable after that date.  An
individual who first becomes an eligible director during a year may elect to
participate for the remainder of such year by filing an election within 30 days
of becoming eligible, provided such election shall apply to cash retainer
amounts payable after the election is filed.


3.                                       Cash
Retainer Paid in Stock.  Commencing
as of the first day of the year a director elects to participate, all or 50%
(as elected) of the cash retainer amount payable to the director shall be paid
in shares of Common Stock until the director shall cease to serve as a member
of the MCBC board of directors or until a subsequent year in which the director
shall file a timely new election, whichever first occurs.  Cash retainers for this purpose shall be the
fixed amount payable to a director by reason of his or her being a member of
the board of directors of MCBC and any committee thereof, including amounts
payable due to chairmanship of the board or a committee, but exclusive of
amounts payable on a per meeting basis. 
The number of shares of Common Stock to be paid to a director shall be
computed by dividing the cash retainer amount payable to the director on a
given date by the fair market value of one share of Common Stock on that date
as determined under the MCBC Incentive Compensation Plan.  Fair market value as of any date means the
average of that day’s high and low price as reported by the New York Stock
Exchange.  



 A-1
 






 



 


Shares paid to a director
shall be issued as promptly as practicable as the Administrator shall
determine.


4.                                       Deferred
Stock Units.  Directors who
participate in the Plan may elect to defer receipt of their shares of Common
Stock otherwise payable under the Plan and, in lieu thereof, MCBC shall
maintain on its books deferred stock units (“DSUs”) representing an obligation
to issue shares of Common Stock.  DSUs
shall be credited to the director at the time and in the amount that shares of
Common Stock would otherwise have been paid in the absence of an election to
defer.  Upon the termination of service
as a director, MCBC shall pay to the director in a lump sum one share of Common
Stock for each DSU.


5.                                       Shares.  Shares paid to directors under the Plan shall
be paid with newly issued shares of Common Stock of MCBC, or treasury shares of
Common Stock held by MCBC.  No fractional
shares shall be issued.  Whenever the
computation of the number of shares to be paid results in a fractional amount
of one-half or greater, such amount shall be rounded up to the next greater
whole number of shares and in all other cases such amount shall be rounded down
to the next lower whole number of shares.


6.                                       Adjustment
in Capitalization.  In the event that
any change in the outstanding shares of Common Stock occurs by reason of a
stock dividend, stock split, recapitalization, merger, consolidation,
combination, share exchange or similar corporate change, the number of shares of
Common Stock which may be issued under this Plan shall be appropriately
adjusted.


7.                                       Nonassignment.  Neither a director nor his or her duly
designated beneficiary shall have any right to assign, transfer, pledge or
otherwise convey the right to receive any Common Stock or DSUs hereunder, and
any such attempted assignment, transfer, other conveyance shall not be
recognized by MCBC.


8.                                       Designation
of Beneficiary.  A director may
designate a beneficiary which is to receive any unpaid Common Stock or Common
Stock payable with respect to DSUs credited at the director’s death.  Such designation shall be effective by filing
a written notification with the Administrator and may be changed from time to
time by similar action.  If no such
designation is made by a director, any such balance shall be paid to the
director’s surviving spouse, and in the absence of a surviving spouse, to the
director’s estate.


9.                                       Administrator.  The Administrator shall establish the
procedures and maintain all books and records in connection with the Plan.


10.                                 Amendment.  The Plan may be amended or terminated at any
time by action of the Board of Directors of MCBC, but no amendment shall
adversely affect a director’s rights with respect to cash retainer payments
earned but not yet paid in Common Stock or any DSUs without the director’s
written consent.



 A-2














 


 


EXHIBIT
B


MOLSON
COORS BREWING COMPANY


DIRECTORS’
STOCK PLAN PARTICIPATION AGREEMENT


ELECTION
TO PARTICIPATE - 2006


Agreement
made as of the date set forth below by and between the undersigned director and
Molson Coors Brewing Company.


This
agreement is subject to all of the terms of Molson Coors Brewing Company Directors’
Stock Plan (the “Plan”), receipt of which is hereby acknowledged.  By signing this agreement, I elect to
participate in the Plan for the remainder of 2006.  I understand that I may not change my
election to receive Common Stock or Deferred Stock Units (“DSUs”) in lieu of my
cash retainer until a subsequent year for which I will be required to file a
new Participation Agreement.


	
  

  	
  o

  	
  Shares:  I elect to have 100%_____ or 50%______ of
  each of my cash retainer payments paid in shares of Common Stock.

  
	
   

  	
   

  	
   

  
	
  OR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  DSUs:  I elect to have 100%_____ or 50%______ of
  each of my cash retainer payments converted into DSUs under the Plan.  I understand that I will receive payment of
  such DSUs in the form of shares of Common Stock within thirty days after I
  cease to be a director of Molson Coors Brewing Company or any successor. 

  



 


DECLINE PARTICIPATION


	
  

  	
  o

  	
  I do not wish to participate in the Molson Coors
  Brewing Company Directors’ Stock Plan during 2006.

  



 


	
  

  	
   

  	
   

  
	
  Your Signature

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Social Security No.*

  



 


*May not be applicable in certain cases.


Please do not complete this
section.  Molson Coors Brewing Company
agrees to be bound by the terms of the Plan and this Agreement.


 


	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  



 



 B-1
 






 



 


	
  MOLSON COORS BREWING COMPANY

  	
  BENEFICIARY DESIGNATION*

  



 


DIRECTORS’ STOCK PLAN


 


	
  NAME:

  	
   

  
	
   

  	
  (Please
  Print)  Last Name, First Name, Middle
  Initial

  



 


	
  ADDRESS

  	
   

  
	
   

  	
  (City, State,
  Zip Code)

  



 


	
  SOCIAL SECURITY NO.:

  	
   

  



 


I hereby designate the following to receive from the
Molson Coors Brewing Company Directors’ Stock Plan amounts payable by reason of
my death:


 


Beneficiary Designation (see sample
sheet)


 


	
  

  
	
   

  
	
   

  
	
   

  
	
   

  



 


Information Concerning Primary
Beneficiary


 


	
  

  	
   

  	
   

  
	
  Street Address

  	
   

  	
  Social Security Number

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  City, State, Zip Code

  	
   

  	
  Date of Birth

  



 


Information Concerning Contingent
Beneficiary


(If more than one contingent beneficiary is selected,
attach a page with information on additional beneficiaries.)


 


*Eligible directors who are
residents in the Province of Quebec are advised that the designation of a
beneficiary for purposes of the Plan may be ineffective unless such designation
is also contained in their will.  We
encourage such directors to obtain independent legal advice in this regard, in
order to ensure that their intended beneficiary designation is validly
implemented.


 


If I have no Beneficiary Designation in effect,
amounts payable by reason of my death shall be paid pursuant to the provisions
in the Plan.


 


This designation is intended to replace all prior
designations made by me for such amounts. 
I reserve the right to change any beneficiary named herein by properly
completing and delivering to the Administrator a new Beneficiary Designation.  I will promptly notify the Administrator of
any change in the name or address of a beneficiary.


 


	
  

  	
   

  	
   

  
	
  Signature of Director

  	
   

  	
  Director’s Social Security Number

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 



 B-2
 






 



 


	
  

  	
   

  	
  SAMPLE BENEFICIARY DESIGNATIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Estate

  	
   

  	
  My executors or administrators.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Beneficiary

  	
   

  	
  MARGARET H. ROE, wife.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Beneficiary; Unnamed Children as Contingents

  	
   

  	
  My wife, MARGARET H. ROE, if living at my death; if
  not then living, in equal shares to such of my children as shall be living.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Beneficiary; Unnamed Children and Their Children
  as Contingents (per Stirpes)

  	
   

  	
  My wife, MARGARET H. ROE, if living at my death; if
  not then living, in equal shares to my children who may then be living and to
  the then living children of any deceased child of mine, per stirpes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Beneficiary; Estate as Contingent

  	
   

  	
  My wife, MARGARET H. ROE, if living at my death; if
  not then living, to my executors or administrators.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Beneficiary; One Contingent

  	
   

  	
  My wife, MARGARET H. ROE, if living at my death, if
  not then living, to my son, JOHN ROE.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Beneficiary; Two Contingents

  	
   

  	
  My wife, MARGARET H. ROE, if living at my death; if
  not then living, in equal shares to such of my parents, NANCY ROE and JAMES
  ROE, as shall then be living.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Three or More Beneficiaries; One Contingent

  	
   

  	
  In equal shares to such of my children, JOHN ROE,
  HAROLD ROE, AND KATHERINE ROE, as shall be living at my death; should none
  then be living, to my wife, MARGARET H. ROE.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unnamed Children; Two Contingents

  	
   

  	
  In equal shares to such of my children as shall be
  living at my death; should none then be living, in equal shares to such of my
  parents, NANCY ROE and JAMES ROE, as shall then be living.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unequal Shares: Show the Amount to be Paid to Each
  Beneficiary as a Fraction and Not as a Specific Amount

  	
   

  	
  2/3 to my wife, MARGARET H. ROE, if living at my
  death; if not then living, to my son JOHN ROE; and the remaining 1/3 to said
  son at my death, and if not then living to said wife.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank as Trustee

  	
   

  	
  The First National Bank, Denver, Colorado, as
  Trustee under Trust Agreement dated May 1, 1996.*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Individual as Trustee

  	
   

  	
  John Doe as Trustee under Trust Agreement dated May
  1, 1996.*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Individual and Bank as Trustees

  	
   

  	
  John Doe and The First National Bank, Denver,
  Colorado, as Trustees under Trust Agreement dated May 1, 1996.*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Three Individuals as Trustees

  	
   

  	
  John Doe, Richard Doe, and William White as Trustees
  under Trust Agreement dated May 1, 1996.*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  *Note:

  	
   

  	
  Title of trust may be changed to Deed of Trust,
  Declaration of Trust, Indenture of Trust, Trust Indenture or similar title,
  as appropriate.

  



 



 B-3