Exhibit 10.29


 


MOLSON COORS BREWING COMPANY


CHANGE IN CONTROL PROTECTION
PROGRAM


1.             PURPOSE OF
PROGRAM.  The purpose of the Molson Coors
Brewing Company Change in Control and Protection Program (the “Program”) is to
retain well-qualified individuals as executives and key personnel of Molson
Coors Brewing Company and/or its Subsidiaries, and to provide a benefit to each
such individual if his/her employment is terminated under qualifying
circumstances, in connection with a Change in Control (as defined below).  The Program is intended to qualify as a “top-hat”
plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
in that it is intended to be an “employee benefit plan” (as such term is
defined under Section 3(3) of ERISA) which is unfunded and provides benefits
only to a select group of management or highly compensated employees of the
Company and/or its Subsidiaries.


2.             DEFINITIONS.  The following terms shall have the following
meanings unless the context indicates otherwise:


(a)           “AAA” shall have the
meaning ascribed to such term in Section 12(k).


(b)           “Applicable Benefits
Schedule” with respect to a Participant shall mean the Benefits Schedule
designated by the Committee as applicable to the Participant.


(c)           “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.


(d)           “Beneficiary” shall
mean a beneficiary designated in writing by a Participant to receive Change in
Control Severance Benefits which have become payable at the time of Participant’s
death, and if no beneficiary is designated by the Participant, then the
Participant’s estate shall be deemed to be the Participant’s designated
Beneficiary.


(e)           “Benefits Schedule” shall
mean a separate Benefits Schedule, if any, adopted as part of the Program,
which Schedule sets forth certain provisions relating to the determination of
eligibility for and/or the amount of Change in Control Severance Benefits
payable under the Program.


(f)            “Board” shall mean the
Board of Directors of the Company.


(g)           “Cause” means (i) the
Participant is convicted of a felony or of any crime involving moral turpitude,
dishonesty, fraud, theft or financial impropriety; or (ii) a reasonable
determination by the Committee or Board that, (A) the Participant has willfully
and continuously failed to perform substantially his/her duties (other than
such failure resulting from incapacity due to physical or mental illness),
after a written demand for corrected performance is delivered to the
Participant which specifically identifies the manner(s) in which the
Participant has not substantially performed his/her duties, (B) the Participant
has engaged in illegal conduct, an act of dishonesty or gross misconduct injurious
to the Company, or (C) the Participant has knowingly violated a material
requirement of the Company’s ethical code of conduct, or













Participant’s fiduciary duty 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 Program.


(h)           “Change in Control”
means the occurrence of any of the following events after the Effective Date:


(i)            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(h), the
acquisition or holding by any of the following entities shall not by itself
constitute a Change in Control: (A) a Person who on the Effective Date is the
Beneficial Owner of twenty percent (20%) or more of the Outstanding Company
Voting Securities, (B) the Company or any Subsidiary or (C) any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
of its Subsidiaries;


(ii)           Molson/Coors Nominees
cease for any reason to constitute at least fifty percent (50%) of the
Controlling Block of Directors elected by vote of Outstanding Company Voting
Securities held by the Voting Trust;


(iii)          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: (A) the Voting Trust continues to hold, directly or
indirectly, 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 the Business Combination, the “Successor Entity”) entitled to elect a
Controlling Block of Directors and (B) at least fifty percent (50%) of the
members of the Controlling Block of Directors are Molson/Coors Nominees;


(iv)          Approval by the
stockholders of the Company of a complete liquidation or dissolution of the
Company; or


(v)           Any other event,
including a merger or other transaction, which the Committee designates as a
Change in Control with respect to any or all of the Participants.


(i)            “Change in Control
Date” shall mean the date that a Change in Control first occurs.


(j)            “Change in Control
Severance Benefits” shall mean the compensation and benefits provided to a
Terminated Participant pursuant to Section 5 of the Program.



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(k)           “Change in Control
Severance Multiplier” shall mean the multiplier used to determine cash
Severance Benefits paid to a specific Terminated Participant, as determined by
the Committee with respect to the Participant’s participation herein and set
forth on the Applicable Benefits Schedule.


(l)            “Code” means the
Internal Revenue Code of 1986, as amended.


(m)          “Committee” shall mean
(i) the Board or (ii) a committee or subcommittee of the Board as from time to
time appointed by the Board from among its members.  The initial Committee shall be the Board’s
Compensation and Human Resources Committee. 
In the absence of an appointed Committee, the Board shall function as
the Committee under the Program.  On a
Change in Control Date, and during any Protection Period following such Change
in Control Date, the Committee shall be comprised of such persons, whether or
not such persons are members of the Board, as appointed by the Board prior to
the Change in Control Date, with any additions or changes to the Committee
following such Change in Control Date to be made and/or approved by all
Committee members then in office.


(n)           “Company” shall mean
Molson Coors Brewing Company, a Delaware corporation, including any successor
entity or any successor to the assets of the Company.  Where the context requires, references to “Company”
shall also mean a Subsidiary or Subsidiaries which employs a Participant.


(o)           “Controlling Block of
Directors” as of any date shall mean that number of members of the Board
constituting not less than a majority of the authorized number of directors
(including vacancies).


(p)           “Coors Family Group”
shall have the meaning ascribed to such term under the Voting Trust Agreement.


(q)           “Effective Date” shall
mean May 17, 2007.


(r)            “ERISA” shall have the
meaning ascribed to such term in Section 1.


(s)           “Excise Tax” shall have
the meaning ascribed to such term in Section 9(b).


(t)            “Good Reason” shall
mean:


(i)            any reduction of the
Participant’s base salary which is in effect immediately prior to the Effective
Date (and as increased from time to time thereafter) of more than 10%, except
as part of a general reduction in the base salaries of executives of the same
grade level which occurs prior to a Change in Control Date;


(ii)           any reduction of the
Participant’s annual bonus target which is in effect prior to the Effective
Date (as increased from time to time thereafter) of more than 10% or any
failure to provide to the Participant the opportunities to participate in the
Company’s short and long-term incentive compensation programs, the annual bonus
program and any other bonus and incentive compensation plans (whether in effect
on or



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after the Change in
Control Date) on a basis reasonably comparable to which executives of the same
grade level participate; or


(iii)          any failure by the Company
to pay or provide base salary, annual, long-term and/or other incentive and/or
retention compensation, and/or employee benefits in accordance with an
applicable plan, program or agreement or any other material breach of such
plan, program or agreement;


(iv)          the material reduction
or material adverse modification of the Participant’s title, status, position,
responsibilities or authority from those in effect immediately prior to the
Change in Control Date (and as such authorities and duties may be increased
from time to time after the Change in Control Date), such that the Participant’s
title, status, position, authority or responsibilities are inconsistent with,
or commonly considered to be of lesser stature than, those in effect prior to
the reduction or modification, as the same may, for example, be evidenced by
(A) a material diminution in the authority, duties or responsibilities of the
supervisor to whom the Participant is required to report, including a
requirement that the Participant report to a corporate officer or employee
instead of to the Board, or (B) a material diminution in the budget over which
the Participant has authority; or


(v)           any requirement that
the Participant relocate his principal place of employment by more than a fifty
(50)-mile radius from its location immediately prior to the Change in Control
Date.


Notwithstanding the foregoing, any of the
circumstances described above may not serve as a basis for resignation for “Good
Reason” by the Participant unless the Participant has provided written notice
to the Company that such circumstance exists within ninety (90) days of the
Participant’s learning of such circumstance and the Company has failed to cure
such circumstance within thirty (30) days following such notice; and provided
further, the Participant did not previously consent in writing to the action
leading to their claim of resignation for “Good Reason.”


(u)           “Molson/Coors Nominees”
shall mean those individuals who are members of the Board as of the Effective
Date and whose election, or nomination for election, by the holders of the
Company’s Class A common stock was approved by the Class A-M Nominating
Subcommittee of the Board or the Class A-C Nominating Subcommittee of the Board
in accordance with the provisions of the Company’s Restated Certificate of
Incorporation and By-laws, or any similar or successor provisions, agreements
or arrangements having the effect of enabling members of the Coors Family Group
and members of the Molson Family Group to elect or nominate for election
individuals to the Board; provided that any individual becoming a member of the
Board subsequent to the Effective Date whose election or nomination for
election was approved by members of the Coors Family Group or members of the
Molson Family Group pursuant to the process and provisions described above
shall be considered to be a Molson/Coors Nominee.


(v)           “Molson Family Group”
shall have the meaning ascribed to such term under the Voting Trust Agreement.



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(w)          “Participant(s)” shall
have the meaning set forth in Section 3(b).


(x)            “Payments” shall have
the meaning set forth in Section 9(b).


(y)           “Payroll Date” shall
mean each regularly scheduled date during Participant’s employment on which
base salary payments are made and after a Termination Date, each regularly
scheduled date on which such payments would be made if employment continued.


(z)            “Person” shall have
the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934 (as
amended from time to time), as modified and used in Sections 13(d) and 14(d)
thereof.


(aa)         “Program” shall have the
meaning ascribed to such term in Section 1.


(bb)         “Protection Period” shall
mean the period after the Change in Control Date set forth on the Applicable
Benefits Schedule.


(cc)         “Qualifying Termination”
shall mean (i) termination by the Company of the employment of the Participant
with the Company and all of its Subsidiaries for any reason other than death,
disability or Cause, or (ii) resignation of the Participant for Good Reason.


(dd)         “Reference Base Salary” with
respect to a Participant means the annual base salary of such Participant as in
effect immediately prior to the Termination Date (determined without regard to
any reduction which would constitute a basis for a Participant’s resignation
for Good Reason, if such Participant’s Applicable Benefits Schedule contains a
right to terminate for Good Reason), or if greater as in effect immediately
prior to the Change in Control Date.


(ee)         “Subsidiary” shall mean a
corporation of which the Company directly or indirectly owns more than fifty
percent (50%) of the “voting stock” (meaning the capital stock of any class or
classes having general voting power under ordinary circumstances, in the
absence of contingencies, to elect the directors of a corporation) or any other
business entity in which the Company directly or indirectly has an ownership
interest of more than fifty percent (50%).


(ff)           “Target Bonus” with
respect to a Participant means the target bonus of such Participant under the
annual bonus or incentive plan of the Company in which the Participant
participates as in effect immediately prior to the Termination Date, or if
greater as in effect immediately prior to the Change in Control Date.


(gg)         “Terminated Participant”
shall mean a Participant whose employment with the Company and/or a Subsidiary
has been terminated under circumstances constituting a Qualifying Termination
as described in Section 5 below.


(hh)         “Termination Date” shall
mean the date a Terminated Participant’s employment with the Company and/or a
Subsidiary is terminated as described in Section 5 below.



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(ii)           “Vested Benefits” shall
mean any base salary or prior year’s bonus or incentive compensation earned,
but unpaid prior to the Date of Termination (other than as a result of deferral
made at the Participant’s election) and any amounts which are or become vested
or which the Participant is otherwise entitled to under the terms of any other
plan, policy, practice or program of, or any contract or agreement with, the
Company or any Subsidiary, at or subsequent to the Termination Date without
regard to the performance of further services by the Participant or the
resolution of a contingency.


(jj)           “Voting Trust” shall
mean the voting trust established under the Voting Trust Agreement, and any
successor voting trust to which the members of the Coors Family Group and
members of the Molson Family Group who are Beneficiaries under the Voting Trust
Agreement become parties.


(kk)         “Voting Trust Agreement”
shall mean the Class A Common Stock Voting Trust Agreement, made and entered
into as of February 9, 2005, as such Agreement may be amended from time to
time.


3.             PARTICIPATION.  Only those executives and key personnel as
the Committee in its sole discretion may designate, from time to time, shall
participate in the Program.  At the time
the Committee designates an individual as a Participant, the Committee shall
also designate the Applicable Benefits Schedule for such Participant’s
participation in the Program, which Schedules need not be uniform among Participants.


4.             ADMINISTRATION.


(a)           Responsibility.  The Committee shall have the responsibility,
in its sole discretion, to control, operate, manage and administer the Program
in accordance with its terms.


(b)           Authority of the
Committee.  The Committee shall have
the maximum discretionary authority permitted by law that may be necessary to
enable it to discharge its responsibilities with respect to the Program,
including but not limited to the following:


(i)            to determine
eligibility for participation in the Program;


(ii)           to designate
Participants and the Applicable Benefits Schedule;


(iii)          to establish the terms
and provisions of, and to adopt as part of the Program, one or more Benefits
Schedules setting forth, among other things, the Change in Control Severance
Multiplier, Protection Period, and such other terms and provisions as the
Committee shall determine;


(iv)          to determine a
Participant’s eligibility for and to calculate the amount of a Participant’s
Change in Control Severance Benefits;


(v)           to correct any defect,
supply any omission, or reconcile any inconsistency in the Program in such
manner and to such extent as it shall deem appropriate in its sole discretion
to carry the same into effect;



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(vi)          to issue administrative
guidelines as an aid to administer the Program and make changes in such
guidelines as it from time to time deems proper;


(vii)         to make rules for
carrying out and administering the Program and make changes in such rules as it
from time to time deems proper;


(viii)        to the extent permitted under
the Program, grant waivers of Program terms, conditions, restrictions, and
limitations;


(ix)           to construe and
interpret the Program and make reasonable determinations as to a Participant’s
eligibility for benefits under the Program, including determinations as to
Change in Control of the Company, Qualifying Termination and disability; and


(x)            to take any and all
other actions it deems necessary or advisable for the proper operation or
administration of the Program.


(c)           Action by the
Committee.  Except as may otherwise
be required or permitted under an applicable charter, the Committee may (i) act
only by a majority of its members (provided that any determination of the
Committee may be made, without a meeting, by a writing or writings signed by
all of the members of the Committee), and (ii) may authorize any one or more of
its members to execute and deliver documents on behalf of the Committee.


(d)           Delegation of
Authority.  The Committee may
delegate to the Company’s Chief Executive Officer some or all of the Committee’s
authority to act with respect to this Program, including the designation of
Participants and the Applicable Benefits Schedule and the determination of “Cause”;
provided, however that any actions of the Chief Executive Officer shall be limited
to the extent of such authorization.  Any
such grant of authority shall be consistent with the Company’s By-laws and, in
accordance therewith, such delegation shall not extend to any actions or
decisions relating to the participation of the Chief Executive Officer, Chief
Financial Officer or Chief Legal Officer. 
The Committee may delegate administrative duties to one or more of its
members to one or more of the Company’s officers, or to one or more agents, as
it may deem advisable; provided, however, that any such delegation shall be in
writing.  In addition, the Committee, or
any person to whom it has delegated duties as aforesaid, may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Program. 
The Committee may employ such legal or other counsel, consultants and
agents as it may deem desirable for the administration of the Program and may
rely upon any opinion or computation received from any such counsel, consultant
or agent.  Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the Subsidiary whose employees have benefited from the
Program, as determined by the Committee.


(e)           Determinations and
Interpretations by the Committee. 
All determinations and interpretations made by the Committee or by its
delegates shall be binding and conclusive to the maximum extent permitted by
law on all Participants and their heirs, successors, and legal representatives.



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(f)            Information.  The Company shall furnish to the Committee in
writing all information the Committee may deem appropriate for the exercise of
its powers and duties in the administration of the Program.  Such information may include, but shall not
be limited to, the full names of all Participants, their earnings and their
dates of birth, employment, retirement, death or other termination of
employment.  Such information shall be
conclusive for all purposes of the Program, and the Committee shall be entitled
to rely thereon without any investigation thereof.


(g)           Self-Interest.  No member of the Committee may act, vote or
otherwise influence a decision of the Committee specifically relating to
his/her benefits, if any, under the Program.


5.             TERMINATION OF
EMPLOYMENT ON OR AFTER A CHANGE IN CONTROL DATE.  If the employment of a Participant is
terminated on or after a Change in Control Date and prior to expiration of the
Protection Period in circumstances constituting a Qualifying Termination, such
Terminated Participant shall be entitled to receive Change in Control Severance
Benefits on or after the Termination Date.


6.             CHANGE IN CONTROL
SEVERANCE BENEFITS.  In the event a
Participant is entitled to receive Change in Control Severance Benefits
pursuant to Section 5 above, the Terminated Participant shall receive the
Change in Control Severance Benefits determined in accordance with the
Applicable Benefits Schedule.


7.             PARTICIPANT
COVENANTS.  As a condition of
participation in the Program and to the receipt of any benefits hereunder, each
Participant shall enter into or shall have entered into a Confidentiality and
Noncompete Agreement with the Company, substantively in the form of Exhibit A
hereto.


8.             CLAIMS.


(a)           Claims Procedure.  If any Participant or Beneficiary, or their
legal representative, has a claim for benefits which is not being paid, such
claimant may file a written claim with the Committee setting forth the amount
and nature of the claim, supporting facts, and the claimant’s address.  A claimant must file any such claim within
sixty (60) days after a Participant’s Termination Date.  Written notice of the disposition of a claim
by the Committee shall be furnished to the claimant within ninety (90) days
after the claim is filed.  In the event
of special circumstances, the Committee may extend the period for determination
for up to an additional ninety (90) days, in which case it shall so advise the
claimant.  If the claim is denied, the
reasons for the denial shall be specifically set forth in writing, pertinent
provisions of the Program shall be cited, including an explanation of the
Program’s claim review procedure, and, if the claim is perfectible, an
explanation as to how the claimant can perfect the claim shall be provided.


(b)           Claims Review
Procedure.  If a claimant whose claim
has been denied wishes further consideration of his/her claim, he/she may
request the Committee to review his/her claim in a written statement of the
claimant’s position filed with the Committee no later than sixty (60) days
after receipt of the written notification provided for in Section 9(a) above.



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The Committee shall fully and fairly review the matter
and shall promptly advise the claimant, in writing, of its decision within the
next sixty (60) days.  Due to special
circumstances, the Committee may extend the period for determination for up to
an additional sixty (60) days.


9.             TAXES.


(a)           Withholding Taxes.  The Company shall be entitled to withhold
from any and all payments made to a Participant under the Program all federal,
state, local and/or other taxes or imposts which the Company determines are
required to be so withheld from such payments or by reason of any other
payments made to or on behalf of the Participant or for his/her benefit
hereunder.


(b)           Excise Tax.  In the event any payments or benefits
received or to be received by the Participant in connection with the
Participant’s employment (whether pursuant to the terms of the Program or any
other plan, arrangement or agreement with the Company, or any person affiliated
with the Company, and whether or not the Participant incurs a Qualifying
Termination) (the “Payments”), are or will be subject to the tax (the “Excise
Tax”) imposed by Section 4999 of the Code (or any similar tax that may
hereafter be imposed),


(i)            then, subject to the
immediately following paragraph (ii), the Company shall pay at the time
specified below, an additional amount (the “Gross-Up Payment”) such that the
net amount retained by the Participant, after deduction of any Excise Tax on
the Payments and any federal, state and local income or other applicable tax
and Excise Tax upon the payment provided for by this paragraph, shall be equal
to the Payments.


(ii)           Notwithstanding
anything in the foregoing paragraph (i) to the contrary, the foregoing
provision shall not apply (therefore no Gross-Up Payment will be made) and any
Change in Control Severance Benefits otherwise payable to the Terminated
Participant shall be reduced (but not below zero) such that no amounts paid or
payable to the Terminated Participant as Change in Control Severance Benefits
shall be deemed excess parachute payments subject to Excise Tax, in the event
the amount of such reduction does not exceed ten percent (10%) of the amount of
such Change in Control Severance Benefits deemed to be parachute payments.  Unless the Participant shall have given prior
written notice specifying a different order to the Company to effectuate the
foregoing, the Company shall reduce or eliminate the Change in Control Severance
Benefits, by first reducing or eliminating the portion of such benefits which
are not payable in cash and then by reducing or eliminating cash payments, in
each case in reverse order beginning with payments or benefits which are to be
paid the farthest in time from the determination made by the independent public
accountants selected under the preceding paragraph.  Any notice given by the Participant pursuant
to the preceding sentence shall take precedence over the provisions of any
other plan, arrangement or agreement governing the Participant’s rights and
entitlements to any benefits or compensation.


(iii)          For purposes of
determining the amount of the Gross-Up Payment, the Participant shall be deemed
to pay federal income taxes at the Participant’s highest



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marginal rate of federal
income taxation in the calendar year in which the Gross-Up Payment is to be
made and state and local income taxes at the Participant’s highest marginal
rate of taxation in the state and locality of the Participant’s residence on
the date on which the Excise Tax is determined, net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.


(iv)          The computations
required by this Section 9(b) shall be made by independent public
accountants not then regularly retained by the Company, in consultation with
tax counsel selected by them and acceptable to the Committee.  The Company shall provide the Participant
with sufficient tax and compensation data to enable the Participant or his/her
tax advisor to verify such computations and shall reimburse the Participant for
reasonable fees and expenses incurred with respect thereto.


(v)           In the event that the
Excise Tax is subsequently determined to be less than the amount taken into
account hereunder, the Participant shall repay to the Company at the time that
the amount of such reduction in Excise Tax is finally determined the portion of
the Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and federal and state and local
income tax imposed on the Gross-Up Payment being repaid by the Participant)
plus interest on the amount of such repayment from the date the Gross-Up
Payment was initially made to the date of repayment at the rate provided in
Section 1274(b)(2)(B) of the Code (the “Applicable Rate”).  In the event that the Excise Tax is
determined by the Internal Revenue Service or by such independent public
accountants to exceed the amount taken into account hereunder (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up Payment), the Company shall make an additional
Gross-Up Payment in respect of such excess (plus any interest, penalties, fines
or additions to tax payable with respect to such excess) at the time that the
amount of such excess if finally determined.


(vi)          Any payment to be made
under this paragraph shall be payable within fifteen (15) days of the
determination of the accountants that such a payment is required hereunder and,
if applicable, within fifteen (15) days of such determination that the Excise
Tax is greater or less than initially calculated but, in no event, later than
thirty (30) days after the Participant’s receipt of the Payments resulting in
such Excise Tax.


(c)           No Guarantee of Tax
Consequences.  No person connected
with the Program in any capacity, including, but not limited to, the Company
and any Subsidiary and their directors, officers, agents and employees makes
any representation, commitment, or guarantee that any tax treatment, including,
but not limited to, federal, state and local income, estate and gift tax
treatment, will be applicable with respect to amounts deferred under the
Program, or paid to or for the benefit of a Participant under the Program, or
that such tax treatment will apply to or be available to a Participant on
account of participation in the Program.


10.           TERM OF PROGRAM.  The Program shall be effective as of the
Effective Date and shall remain in effect until the Board terminates the Program
in accordance with Section 11(b) below.



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11.           AMENDMENT AND
TERMINATION.


(a)           Amendment of Program.  The Program may be amended by the Board at
any time with or without prior notice; provided, however, that any amendment of
the Program during the twenty-four (24)-month period immediately following the
Change in Control Date, shall not be effective as to any Participant unless the
Participant shall have consented thereto in writing.  In the event the Program was amended within
the six (6)-month period immediately preceding a Change in Control Date, to the
extent such amendments were less favorable to Participants generally, such
amendment shall automatically become of no further force and effect unless
consented to, in writing, by the Participant.


(b)           Termination of
Program.  The Program may be
terminated or suspended by the Board in whole or in part at any time with or
without prior notice; provided, however, that any termination or suspension to
be effective during the twenty-four (24)-month period immediately following the
Change in Control Date shall not be effective with respect to any
Participant  unless such Participant
shall have consented thereto in writing. 
In the event the Program was terminated within the six (6)-month period
immediately preceding a Change in Control Date, such termination shall not be
effective as to a Participant unless the Participant shall have consented
thereto in writing.


(c)           No Adverse Affect.  If the Program is amended, terminated, or
suspended in accordance with Section 11(a) or 11(b) above, such action shall
not adversely affect the benefits under the Program to which any Terminated
Participant (as of the date of amendment, termination or suspension) is
entitled.


12.           MISCELLANEOUS.


(a)           Actions in
Anticipation of a Change in Control. 
In the event a Participant’s employment is terminated without Cause or a
participant resigns following an event constituting Good Reason within six
months prior to a Change in Control and such event occurred at the request of a
third party who had indicated an intention to take steps or had taken steps to
effect a Change in Control or otherwise arose in connection with or in
anticipation of a Change in Control, then such Participant shall be treated for
purposes of this Program to have been terminated without Cause immediately
following such Change in Control.  In
such instance the Participant’s Termination Date shall be the Change in Control
Date and determinations of Reference Base Salary, Target Bonus and unvested
awards shall be based upon circumstances in effect immediately prior to the
Participant’s termination of employment.


(b)           Offset; No
Duplication.  Change in Control
Severance Benefits shall be reduced by any severance or similar payment or
benefit made or provided by the Company or any Subsidiary to the Participant
pursuant to (i) any severance plan, program, policy or similar arrangement of
the Company or any Subsidiary of the Company not otherwise referred to in the
Program, (ii) any employment agreement between the Company or any Subsidiary
and the Participant, and (iii) any federal, foreign, state or local
statute, rule, regulation or ordinance.


(c)           Participants Outside
the United States.  Notwithstanding
any provision of the Program to the contrary, in order to comply with the laws
outside the United States which



 11
 









may be applicable to a Participant, the Committee may,
in its sole discretion, make such modifications to the terms and conditions of
this Program (including, but not limited to, any Applicable Benefits Schedule
and the agreement described in Section 7 and the general release described in
Section 12(n)) and the Change in Control Severance Benefits payable hereunder
as the Committee deems necessary or appropriate to comply with, reflect the
requirements of, or take into account the differences between such laws and
United States laws, while preserving as close as reasonably possible the intent
of this Program.


(d)           No Right, Title, or
Interest in Company Assets. 
Participants shall have no right, title, or interest whatsoever in or to
any assets of the Company or any investments that the Company may make to aid
it in meeting its obligations under the Program.  Nothing contained in the Program, 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 person.  To the extent that any person acquires a
right to receive payments from the Company under the Program, such right shall
be no greater than the right of an unsecured general creditor of the
Company.  Subject to this Section 12(b),
all payments to be made hereunder shall be paid from the general funds of the
Company and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts.


(e)           No Right to
Continued Employment.  The
Participant’s rights, if any, to continue to serve the Company as an employee
shall not be enlarged or otherwise affected by his/her designation as a
Participant under the Program, and the Company or the applicable Subsidiary
reserves the right to terminate the employment of any employee at any
time.  The adoption of the Program shall
not be deemed to give any employee, or any other individual any right to be
selected as a Participant or to continued employment with the Company or any
Subsidiary.


(f)            Vested Benefits;
Other Rights.  The Program shall not
affect or impair the rights or obligations of the Company or a Participant with
respect to any Vested Benefits or otherwise under any other written plan,
contract, arrangement, or pension, profit sharing or other compensation plan;
provided, however, that each Participant must agree in writing, as a condition
to his/her participation in the Program and the receipt of any benefits
hereunder, that any previously existing change in control agreement between
such Participant and the Company and/or a Subsidiary shall be superseded in its
entirety by the Program and be of no further force and effect.


(g)           Governing Law.  The Program shall be governed by and
construed in accordance with the laws of the State of Colorado  without reference to principles of
conflict of laws, except as superseded by applicable federal or foreign law
(including, without limitation, ERISA).


(h)           Severability.  If any term or condition of the Program shall
be invalid or unenforceable to any extent or in any application, then the
remainder of the Program, with the exception of such invalid or unenforceable
provision (but only to the extent that such term or condition cannot be
appropriately reformed or modified), shall not be affected thereby and shall
continue in effect and application to its fullest extent.



 12
 









(i)            Incapacity.  If the Committee determines that a
Participant or a Beneficiary is unable to care for his/her affairs because of
illness or accident or because he or she is a minor, any benefit due the
Participant or Beneficiary may be paid to the Participant’s spouse or to any
other person deemed by the Committee to have incurred expense for such
Participant (including a duly appointed guardian, committee or other legal
representative), and any such payment shall be a complete discharge of the
Company’s obligation hereunder.


(j)            Transferability of
Rights.  The Company shall have the
unrestricted right to transfer its obligations under the Program with respect
to one or more Participants to any person, including, but not limited to, any
purchaser of all or any part of the Company’s business.  No Participant or Beneficiary shall have any
right to commute, encumber, transfer or otherwise dispose of or alienate any
present or future right or expectancy which the Participant or Beneficiary may
have at any time to receive payments of benefits hereunder, which benefits and the
right thereto are expressly declared to be non-assignable and nontransferable,
except to the extent required by law. 
Any attempt to transfer or assign a benefit, or any rights granted
hereunder, by a Participant or the spouse of a Participant shall, in the sole
discretion of the Committee (after consideration of such facts as it deems
pertinent), be grounds for terminating any rights of the Participant or
Beneficiary to any portion of the Program benefits not previously paid.


(k)           Interest.  In the event any payment to a Participant
under the Program is not paid within thirty (30) days after it is due and
Participant notifies the Company and the Company fails to make such payment (to
the extent such payment is undisputed), such payment shall thereafter bear
interest at the prime rate from time to time as published in The Wall Street
Journal, Midwest Edition.


(l)            No Obligation to
Mitigate Damages.  The Participants
shall not be obligated to seek other employment in mitigation of amounts
payable or arrangements made under the provisions of the Program and the
obtaining of any such other employment shall in no event effect any reduction
of the Company’s obligations under the Program.


(m)          Arbitration of
Disputes and Reimbursement of Legal Costs. 
In the event of any dispute between the Company and the Participant,
whether arising out of or relating to the Program, or otherwise, the
Participant and the Company hereby agree that such dispute shall be resolved by
binding arbitration administered by the American Arbitration Association (“AAA”)
in accordance with its Commercial Arbitration Rules then in effect, and
judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  Any
arbitration shall be held before a single arbitrator who shall be selected by
the mutual agreement of the Company and the Participant, unless the parties are
unable to agree to an arbitrator, in which case, the arbitrator will be
selected under the procedures of the AAA. 
The arbitrator shall be experienced in the resolution of disputes under
employment agreements or plans or programs similar to the Program maintained by
major corporations and shall have the authority to award any remedy or relief
that a court of competent jurisdiction could order or grant, including, without
limitation, the issuance of an injunction, and the parties hereby agree to the
emergency procedures of the AAA. 
However, either party may, without inconsistency with this arbitration
provision, apply to any court having jurisdiction over such dispute or
controversy and seek interim provisional, injunctive or other equitable relief
until the arbitration award is rendered or



 13
 









the controversy is otherwise resolved.  Except as necessary in court proceedings to
enforce this arbitration provision or an award rendered hereunder, or to obtain
interim relief, neither a party nor an arbitrator may disclose the existence,
content or results of any arbitration hereunder without the prior written
consent of the Company and the Participant. 
The arbitration proceeding shall be conducted in the Denver, Colorado
metropolitan area, or if applicable, the metropolitan area in which the
Participant’s primary office is located or was located immediately prior to
such Participant’s Date of Termination.  In
the event of any such proceeding, the costs of the arbitration shall be borne
by the Company and, unless the arbitrator determines that the Participant did
not have a reasonable basis for his/her position with respect to the dispute in
question, the Company shall also reimburse the Participant for his/her
reasonable legal fees and expenses incurred with respect to such claim.  Otherwise, each party shall be responsible
for its own expenses relating to the conduct of the arbitration (including
reasonable attorneys’ fees and expenses). 
Notwithstanding the foregoing, the Participant shall be required to
exhaust his/her rights under Section 8 prior to proceeding with any arbitration
hereunder.


(n)           Condition Precedent
to Receipt of Payments or Benefits under the Program.  A Terminated Participant will not be eligible
to receive Change in Control Severance Benefits or any other payments or
benefits under the Program until (i) such Terminated Participant executes a
general release of all claims arising out of said Participant’s employment
with, and termination of employment from, the Company in substantially the form
attached hereto as Exhibit B (adjusted as necessary to conform to then existing
legal requirements) (the “General Release”); and (ii) the revocation period
specified in such General Release expires without such Terminated Participant
exercising his/her right of revocation as set forth in the General Release.


(o)           Assumption by
Successor to the Company.  The
Company shall cause any successor to its business or assets to assume this
Program and the obligations arising hereunder and to maintain this Program
without modification or alteration for the period required herein.


(p)           Code Section 409A.  It is intended that any amounts payable under
this Program, and the Company’s and Participant’s exercise of authority or
discretion hereunder, shall comply with Section 409A of the Code
(including the Treasury regulations and other published guidance relating
thereto) so as not to subject Participant to the payment of any interest or
additional tax imposed under Section 409A of the Code.  In furtherance of this intent, if, due to the
circumstances in existence at the time of the Participant’s Qualifying
Termination, the date of payment or the commencement of such payments or
benefits in accordance with Section 6 must be delayed for six months in order
to meet the requirements of Section 409A(a)(2)(B) of the Code applicable
to “specified employees,” then any such payment or payments or benefits to
which Participant would otherwise be entitled during the first six months
following the date of separation from service (within the meaning of Code
Section 409A) shall be accumulated and paid as of the first day of the seventh
month following the date of separation from service.



 14















BENEFITS SCHEDULE – LO1


	
  Participant

  	
  [                            ]

  
	
   

  	
   

  
	
  Change in Control
  Severance Multiplier 

  	
  3.0

  
	
   

  	
   

  
	
  Protection Period

  	
  2 years

  



 


Change in Control
Severance Benefits


If, during the Protection Period, Participant’s
employment with the Company shall terminate under circumstances described in
Section 5, Participant shall receive the following Change in Control Severance
Benefits:


(a)           Cash Severance Payment.  The Company shall pay to the Participant in a
lump sum in cash no later than the second Payroll Date following the
Termination Date, an amount equal to (i) a pro rata bonus for the fiscal year
in which the Termination Date occurs based on the Participant’s Target Bonus
and the number of days elapsed during the fiscal year through the Termination
Date; plus (ii) the Change in Control Severance Multiplier multiplied by the
sum of (A) the Participant’s Reference Base Salary and (B) the Participant’s
Target Bonus;


(b)           Continued Medical/Dental/Health
Benefits.  The opportunity to
maintain COBRA (or equivalent) coverage for the Participant and eligible
dependents under the applicable Company medical/dental/health insurance plan
for a reduced monthly premium determined on the same cost sharing basis
applicable to active employees;


(c)           Outplacement Services.  For twelve months following the Termination
Date, the Company shall provide outplacement services, the scope and provider
of which shall be selected by the Company; and


(d)           Unvested Awards.  Any unvested options, stock appreciation
rights, restricted stock, restricted stock units, performance shares or units
or other stock-based awards held by the Participant under the Company’s
Incentive Compensation Plan, or any successor or similar plan, on the
Termination Date, shall vest in full and stock options and stock appreciation
rights so vested shall become exercisable and remain exercisable until the
earlier of (x) the expiration of the term or (y) one (1) year after the
Termination Date.


In the event of death, all Change in Control Severance
Benefits that have become payable due to a Qualifying Termination prior to the
date of death shall be paid to the Participant’s Beneficiary.


Additional Payments and Benefits.


Vested Benefits.  The Company shall pay all Vested Benefits to
a Terminated Participant no later than the second Payroll Date following the
Termination Date; provided that any Vested



 LO1-1
 









Benefits attributable to a plan, policy practice,
program, contract or agreement shall be payable in accordance with the terms
thereof under which the amounts have accrued.


Withholding; Gross-Up Payment: Possible Reduction.
All payments shall be subject to withholding taxes, and the Participant will be
entitled to the Gross-Up Payment or the payments and benefits to which the
Participant is otherwise entitled may be subject to reduction, in each instance
as required by Section 8.


Section 409A.  The timing of payment of any amounts under
the Program shall be subject to compliance with Code Section 409A.


Additional Provisions.  Notwithstanding anything contained in the
Program to the contrary, the Company or the Committee may, in its sole
discretion provide benefits in addition to the benefits described under this
Benefit Schedule, which benefits may, but are not required to be, uniform among
Participants.



 LO1-2















BENEFITS SCHEDULE - LO2


	
  Participant

  	
  [                                     ]

  
	
   

  	
   

  
	
  Change in Control
  Severance Multiplier 

  	
  2.0

  
	
   

  	
   

  
	
  Protection Period

  	
  2 years

  



 


Change in Control
Severance Benefits


If, during the Protection Period, Participant’s
employment with the Company shall terminate under circumstances described in
Section 5, Participant shall receive the following Change in Control Severance
Benefits:


(a)           Cash Severance Payment.  The Company shall pay to the Participant in a
lump sum in cash no later than the second Payroll Date following the
Termination Date, an amount equal to (i) a pro rata bonus for the fiscal year
in which the Termination Date occurs based on the Participant’s Target Bonus
and the number of days elapsed during the fiscal year through the Termination
Date; plus (ii) the Change in Control Severance Multiplier multiplied by the
sum of (A) the Participant’s Reference Base Salary and (B) the Participant’s
Target Bonus;


(b)           Continued Medical/Dental/Health
Benefits.  The opportunity to maintain
COBRA (or equivalent) coverage for the Participant and eligible dependents
under the applicable Company medical/dental/health insurance plan for a reduced
monthly premium determined on the same cost sharing basis applicable to active
employees;


(c)           Outplacement Services.  For twelve months following the Termination
Date, the Company shall provide outplacement services, the scope and provider
of which shall be selected by the Company; and


(d)           Unvested Awards.  Any unvested options, stock appreciation rights,
restricted stock, restricted stock units, performance shares or units or other
stock-based awards held by the Participant under the Company’s Incentive
Compensation Plan, or any successor or similar plan, on the Termination Date,
shall vest in full and stock options and stock appreciation rights so vested
shall become exercisable and remain exercisable until the earlier of (x) the
expiration of the term or (y) one (1) year after the Termination Date.


In the event of death, all Change in Control Severance
Benefits that have become payable due to a Qualifying Termination prior to the
date of death shall be paid to the Participant’s Beneficiary.


Additional Payments and Benefits.


Withholding; Gross-Up Payment: Possible Reduction.
All payments shall be subject to withholding taxes, and the Participant will be
entitled to the Gross-Up Payment or the payments



 LO2-1
 









and benefits to which the Participant is otherwise
entitled may be subject to reduction, in each instance as required by Section
8.


Section 409A.  The timing of payment of any amounts under
the Program shall be subject to compliance with Code Section 409A.


Additional Provisions.  Notwithstanding anything contained in the
Program to the contrary, the Company or the Committee may, in its sole
discretion provide benefits in addition to the benefits described under this
Benefit Schedule, which benefits may, but are not required to be, uniform among
Participants.



 LO2-2















BENEFITS SCHEDULE - LO3


	
  Participant

  	
  [                                  ]

  
	
   

  	
   

  
	
  Change in Control
  Severance Multiplier 

  	
  1.5

  
	
   

  	
   

  
	
  Protection Period

  	
  2 years

  



 


Change in Control
Severance Benefits


If, during the Protection Period, Participant’s
employment with the Company shall terminate under circumstances described in
Section 5, Participant shall receive the following Change in Control Severance
Benefits:


(a)           Cash Severance Payment.  The Company shall pay to the Participant in a
lump sum in cash no later than the second Payroll Date following the
Termination Date, an amount equal to (i) a pro rata bonus for the fiscal year
in which the Termination Date occurs based on the Participant’s Target Bonus
and the number of days elapsed during the fiscal year through the Termination
Date; plus (ii) the Change in Control Severance Multiplier multiplied by the
sum of (A) the Participant’s Reference Base Salary and (B) the Participant’s
Target Bonus;


(b)           Continued Medical/Dental/Health
Benefits.  The opportunity to
maintain COBRA (or equivalent) coverage for the Participant and eligible
dependents under the applicable Company medical/dental/health insurance plan
for a reduced monthly premium determined on the same cost sharing basis
applicable to active employees;


(c)           Outplacement Services.  For twelve months following the Termination
Date, the Company shall provide outplacement services, the scope and provider
of which shall be selected by the Company; and


(d)           Unvested Awards.  Any unvested options, stock appreciation
rights, restricted stock, restricted stock units, performance shares or units
or other stock-based awards held by the Participant under the Company’s
Incentive Compensation Plan, or any successor or similar plan, on the
Termination Date, shall vest in full and stock options and stock appreciation
rights so vested shall become exercisable and remain exercisable until the
earlier of (x) the expiration of the term or (y) one (1) year after the
Termination Date.


In the event of death, all Change in Control Severance
Benefits that have become payable due to a Qualifying Termination prior to the
date of death shall be paid to the Participant’s Beneficiary.



 LO3-1
 









Additional Payments and Benefits.


Withholding; Gross-Up Payment: Possible Reduction.
All payments shall be subject to withholding taxes, and the Participant will be
entitled to the Gross-Up Payment or the payments and benefits to which the
Participant is otherwise entitled may be subject to reduction, in each instance
as required by Section 8.


Section 409A.  The timing of payment of any amounts under
the Program shall be subject to compliance with Code Section 409A.


Additional Provisions.  Notwithstanding anything contained in the
Program to the contrary, the Company or the Committee may, in its sole
discretion provide benefits in addition to the benefits described under this
Benefit Schedule, which benefits may, but are not required to be, uniform among
Participants.



 LO3-2















EXHIBIT A


FORM OF CONFIDENTIALITY AND
NONCOMPETITION AGREEMENT


CONFIDENTIALITY AND NONCOMPETE AGREEMENT


This Confidentiality and Noncompete Agreement (this “Agreement”),
dated                   ,
200   is between Molson Coors Brewing Company (the “Company”) and                        (the “Employee”)(collectively the “Parties”).


Employee
desires to be employed or to continue to be employed by MCBC as an officer of
the Company and/or one of its subsidiaries (collectively “MCBC”).  In this role, Employee will be a manager and
executive for MCBC, will have access to Confidential Information, or both.  Employee also desires to be eligible to
and/or participate in certain employee benefit, incentive and/or compensation
plans or programs maintained by MCBC.


Entry into
this Agreement is a condition of such employment or continued employment and/or
eligibility to participate in and/or receive compensation or benefits under
such plans or programs.


NOW THEREFORE, in consideration of Employee’s
employment or continued employment with MCBC and/or eligibility to participate
in and/or receive compensation or benefits under such plans or progress, the
Parties agree as follows:


1.             Covenants Not to
Compete or Interfere.


a.             During the term of
Employee’s employment and for a period of 12 months thereafter, and regardless
of the reason for Employee’s termination, Employee shall not, within the United
States, Canada, the United Kingdom, Europe or Asia, directly or indirectly own,
manage, operate, control, be employed by, serve as a consultant to or otherwise
participate in any business that has services or products competitive with
those of MCBC, or develop products or services competitive with those of MCBC.


b.             Employee acknowledges
that MCBC conducts its business on a national and international level and has
customers throughout the United States, Canada, the United Kingdom, Europe or
Asia, and that the geographic restriction on competition is therefore fair and
reasonable.


c.             During the term of
Employee’s employment with MCBC and for a period of 12 months thereafter, and
regardless of the reason for Employee’s termination, Employee shall not (i)
cause or attempt to cause any employee of MCBC to leave the employ of MCBC,
(ii) actively recruit any employee of MCBC to work for any organization of, or
in which Employee is an officer, director, employee, consultant, independent
contractor or owner of an equity interest; or (iii) solicit, divert or take
away, or attempt to take away, the business or patronage of any client,
customer or account, or prospective client, customer or account, of MCBC which
were contacted, solicited or served by Employee while employed by MCBC.



 A-1
 









d.               Employee acknowledges this is a contract for
the protection of trade secrets and/or that Employee will be considered
executive and management personnel under the following sections of Colorado
Revised Statute § 8-2-113(2):


Any covenant not to compete which restricts the right
of any person to receive compensation for performance of skilled or unskilled
labor for any employer shall be void, but this subsection (2) shall not apply
to:


(b)           Any contract for the
protection of trade secrets;


(d)           Executive and
management personnel and officers and employees who constitute professional
staff to executive and management personnel.


2.             Confidential
Information.


a.             For purposes of this
Agreement, “Confidential Information” includes any and all information and
trade secrets, whether written or otherwise, relating to MCBC’s business,
property, products, services, operations, sales, prospects, research,
customers, business relationships, business plans and finances.


b.             Employee acknowledges
that while employed at MCBC, Employee will have access to Confidential
Information.  Employee further
acknowledges that the Confidential Information is of great value to MCBC and
that its improper disclosure will cause MCBC to suffer damages, including loss
of profits.


c.             Except in connection
with and in furtherance of Employee’s official duties with and on behalf
of  MCBC, Employee shall not at any time
or in any manner use, copy, disclose, divulge, transmit, convey, transfer or
otherwise communicate any Confidential Information to any person or entity,
either directly or indirectly, without the Company’s prior written consent.


d.             Employee agrees, upon
employment with MCBC, not to disclose to MCBC any confidential information or
trade secrets of former employers or other entities Employee has been
associated with.


3.             Injunctive Relief; Damages.  Employee acknowledges that any breach of this
Agreement will cause irreparable injury to MCBC and that money damages alone
would be inadequate to compensate it. 
Upon a breach or threatened breach by Employee of any of this Agreement,
the Company shall be entitled to a temporary restraining order, preliminary injunction,
permanent injunction or other relief restraining Employee from such breach
without posting a bond.  Nothing herein
shall be construed as prohibiting MCBC from pursuing any other remedies for
such breach or threatened breach, including recovery of damages from Employee.


4.             Severability.  It is the desire and intent of the Parties
that the provisions of this Agreement shall be enforced to the fullest extent
permissible.  Accordingly, if any
provision of this Agreement shall prove to be invalid or unenforceable, the
remainder of this Agreement shall not be affected, and in lieu, a provision as
similar in terms as possible shall be added.



 A-2
 









5.             Entire Agreement; Governing Law.  This Agreement embodies the entire agreement
between the Parties concerning the subject matters hereof and replaces and
supersedes any prior or contemporaneous representations or agreements.  This Agreement and all related obligations
shall be governed by the laws of the State of Colorado.


6.             Representation by Counsel. Employee acknowledges
that he/she has had an opportunity to consult with independent counsel prior to
executing this Agreement.


7.             Survival. Employee’s obligations under
this Agreement shall survive the termination of Employee’s employment and shall
thereafter be enforceable whether or not such termination is later claimed or
found to be wrongful or to constitute or result in a breach of any contract or
of any other duty owed to Employee.


8.             Amendments; Waiver.  This Agreement may not be altered or amended,
and no right hereunder may be waived, except by an instrument executed by each
of the Parties.


IN WITNESS WHEREOF the
Parties have executed this Agreement as of the date first above written.


	
  

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  Molson Coors Brewing Company, for itself and its

  subsidiaries

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
						



 



 A-3















EXHIBIT B


FORM OF RELEASE


GENERAL RELEASE


1.  For valuable
consideration, the adequacy of which is hereby acknowledged, the undersigned (“Participant”),
for himself, his spouse, heirs, administrators, children, representatives,
executors, successors, assigns, and all other persons claiming through
Participant, if any (collectively, “Releasers”), knowingly and voluntarily
releases and forever discharges Molson Coors Brewing Company, its affiliates,
subsidiaries, divisions, successors and assigns and the current, future and
former employees, officers, directors, trustees and agents thereof
(collectively referred to throughout this General Release as “Company”) from
any and all claims, causes of action, demands, fees and liabilities of any kind
whatsoever, whether known and unknown, against Company, Participant has, has
ever had or may have as of the date of execution of this General Release,
including, but not limited to, any alleged violation of:


·              The National Labor
Relations Act, as amended;


·              Title VII of the
Civil Rights Act of 1964, as amended;


·              The Civil Rights Act
of 1991;


·              Sections 1981
through 1988 of Title 42 of the United States Code, as amended;


·              The Employee
Retirement Income Security Act of 1974, as amended;


·              The Immigration
Reform and Control Act, as amended;


·              The Americans with
Disabilities Act of 1990, as amended;


·              The Age
Discrimination in Employment Act of 1967, as amended;


·              The Older Workers
Benefit Protection Act of 1990;


·              The Worker
Adjustment and Retraining Notification Act, as amended;


·              The Occupational
Safety and Health Act, as amended;


·              The Family and
Medical Leave Act of 1993;


·              Any other federal,
state or local civil or human rights law or any other local, state or federal
law, regulation or ordinance; or


·              Any public policy,
contract, tort, or common law.


Notwithstanding
anything herein to the contrary, this General Release shall not apply to: (i)
Participant’s rights of indemnification and directors and officers liability
insurance coverage to which he was entitled immediately prior to DATE with
regard to his service as an officer of



 B-1
 









Company; (ii) Participant’s rights under any
tax-qualified pension or claims for accrued vested benefits under any other
employee benefit plan, policy or arrangement maintained by Company or under
COBRA; (iii) Participant’s rights under the provisions of the Company’s
Change in Control Protection Program which are intended to survive termination
of employment; or (iv) Participant’s rights as a stockholder.  Excluded from this General Release are any
claims which cannot be waived by law.


[For Current/Former California
Residents Only:]  This
General Release is intended to constitute a release of all of the claims
referenced herein, known or unknown, suspected or unsuspected.  Participant hereby expressly waives any
rights and benefits conferred by Section 1542 of the California Civil Code
which provides:  “A GENERAL RELEASE DOES
NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


2.             Participant
acknowledges and recites that:


(a)           Participant
has executed this General Release knowingly and voluntarily;


(b)           Participant
has read and understands this General Release in its entirety, including the
waiver of rights under the Age Discrimination in Employment Act;


(c)           Participant
has been advised and directed orally and in writing (and this
subparagraph (c) constitutes such written direction) to seek
legal counsel and any other advice he wishes with respect to the terms of this
General Release before executing it;


(d)           Participant
has sought such counsel, or freely and voluntarily waives the right to consult
with counsel, and Participant has had an opportunity, if he so desires, to
discuss with counsel the terms of this General Release and their meaning;


(e)           Participant
enters into this General Release knowingly and voluntarily, without duress or
reservation of any kind, and after having given the matter full and careful
consideration; and


(f)            Participant
has been offered 21 calendar days after receipt of this General Release to
consider its terms before executing it.


3.             This
General Release shall be governed by the internal laws (and not the choice of
law principles) of the State of [Colorado],
except for the application of pre-emptive federal law.



 B-2
 









4.             Participant
shall have 7 days from the date hereof to revoke this General Release by
providing written notice of the revocation to Company’s General Counsel, in
which event this General Release shall be unenforceable and null and void. 


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [Participant’s Name]

  	
   

  



 



 B-3















Form of Participation Agreement


[                      ]
, 200  


[Name               ]


[Address            ]


[Address            ]


Re:  Change in
Control Protection Program


Dear
              :


As authorized by the Compensation Committee of the
Board of Directors of Molson Coors Brewing Company (the “Company”), I am
pleased to inform you that you have been selected to become a Participant in
the Molson Coors Brewing Company Change in Control Protection Program (the “Program”).  The Program is intended to provide benefits
to Participants under certain circumstances if a Change in Control of the
Company occurs and a Participant’s employment is terminated within a certain
period of time after such Change in Control.


Your Applicable Benefits Schedule (as defined in the
Program) is Benefits Schedule – LO  , a copy of which is attached
along with a copy of the Program document.


To become a Participant in the Program, you must sign
one copy of this letter and [, unless you have previously entered into a
similar agreement with the Company,] the enclosed Confidentiality and
Noncompetition Agreement, and return them to me within thirty (30) days of the
date of this letter.  If you elect to
become a Participant, you and the Company will be subject to the terms of the
Program and the Agreement.  In the event
of any difference between this letter and the terms of the Program and
Agreement, the terms of those documents will govern.


If you have questions about this letter, the Program
please contact me.  Congratulations on becoming
a Participant in the Program.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ralph Hargrow

  
	
   

  	
  Global Chief People Officer

  



 


If you accept participation in the Program, please
sign and date a copy of this letter and [, if applicable,] the enclosed
agreement and return it as indicated above:


I
have reviewed the Program, including the Confidentiality and Noncompete
Agreement, (the “CNA”), and I understand that, as a condition of being a
Program Participant, I must agree to the restrictions and agreements set forth
in the Program and CNA [or have previously entered into an agreement similar to
the CNA with the Company].  By signing
and returning this copy of the letter and the Agent, I indicate my agreement to
the terms of the Program and CNA [or reconfirm my obligations under the similar
agreement I previously-executed].


	
  

  	
   

  
	
  Date: [                    ]
  , 200