DATE IN THE BASE SALARY OR ANNUAL
BONUS OPPORTUNITY OF SUCH COMPANY EMPLOYEE IN EFFECT IMMEDIATELY PRIOR TO THE
CLOSING DATE AND USED TO DETERMINE SEVERANCE BENEFITS.
(D)
EACH COMPANY EMPLOYEE WILL RECEIVE SERVICE
CREDIT FOR ALL PERIODS OF EMPLOYMENT WITH THE MOLSON COORS GROUP AND THE
SABMILLER GROUP, RESPECTIVELY, PRIOR TO THE CLOSING FOR PURPOSES OF VESTING,
ELIGIBILITY TO PARTICIPATE AND, WITH RESPECT TO SEVERANCE AND VACATION, LEVEL OF
BENEFITS (BUT IN NO CIRCUMSTANCES FOR BENEFIT ACCRUALS) UNDER ANY EMPLOYEE
BENEFIT PLAN IN WHICH SUCH EMPLOYEE PARTICIPATES AFTER THE CLOSING, TO THE
EXTENT THAT SUCH SERVICE WAS RECOGNIZED UNDER ANY ANALOGOUS PLAN OF THE MOLSON
COORS GROUP AND THE SABMILLER GROUP, RESPECTIVELY, IMMEDIATELY PRIOR TO THE
CLOSING; PROVIDED THAT NO SUCH SERVICE CREDIT SHALL BE GIVEN WHERE SUCH CREDIT
WOULD RESULT IN A DUPLICATION OF BENEFITS.
(E)
THE COMPANY SHALL, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, (I) CAUSE ANY PRE-EXISTING CONDITION EXCLUSIONS OR
LIMITATIONS UNDER ANY GROUP HEALTH PLAN, GROUP LIFE INSURANCE PLAN AND GROUP
DISABILITY PLAN IN WHICH COMPANY EMPLOYEES (AND THEIR ELIGIBLE DEPENDENTS) ARE
ELIGIBLE TO PARTICIPATE FOLLOWING THE CLOSING DATE TO BE WAIVED FOR ANY
CONDITION, TO THE EXTENT THAT SUCH COMPANY EMPLOYEES AND ELIGIBLE DEPENDENTS, AS
APPLICABLE, WOULD HAVE BEEN ENTITLED TO COVERAGE FOR SUCH CONDITION UNDER THE
CORRESPONDING PLAN IN WHICH SUCH COMPANY EMPLOYEES OR ELIGIBLE DEPENDENTS
PARTICIPATED IMMEDIATELY PRIOR TO THE CLOSING, AND (II) CREDIT THE DOLLAR AMOUNT
OF ALL EXPENSES INCURRED BY EACH COMPANY EMPLOYEE (AND THEIR ELIGIBLE
DEPENDENTS), FOR THE PLAN YEAR IN WHICH SUCH COMPANY EMPLOYEE COMMENCES
PARTICIPATION IN GROUP HEALTH PLANS OF THE COMPANY FOR THE PURPOSES OF
SATISFYING SUCH YEAR'S APPLICABLE DEDUCTIBLES AND CO-PAYMENT LIMITATIONS AND
ANNUAL OUT-OF-POCKET MAXIMUMS FOR EXPENSES INCURRED PRIOR TO THE COMMENCEMENT OF
PARTICIPATION IN SUCH GROUP HEALTH PLANS.
(F)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
FOR IN THIS AGREEMENT, THE MOLSON COORS GROUP AND THE SABMILLER GROUP SHALL
RETAIN ALL LIABILITIES FOR PAYMENT AND SATISFACTION OF ALL ANNUAL BASE SALARY
AND EMPLOYEE BENEFITS THAT BECOME DUE AND PAYABLE PRIOR TO THE CLOSING DATE TO
ANY MEMBER OF THE CBC EMPLOYEE GROUP AND MILLER EMPLOYEE GROUP, RESPECTIVELY;
PROVIDED THAT THE COMPANY SHALL ASSUME ANY AND ALL LIABILITIES ATTRIBUTABLE TO
ANY AND ALL AMOUNTS DUE AND OWING TO COMPANY EMPLOYEES AS OF THE CLOSING DATE
FOR VACATION OR PAID TIME OFF PURSUANT TO THE RESPECTIVE POLICIES AND PROCEDURES
OF THE MOLSON COORS GROUP AND THE SABMILLER GROUP TO THE EXTENT ACCRUED ON THE
COORS FINANCIAL INFORMATION OR THE MILLER FINANCIAL INFORMATION, RESPECTIVELY,
AT THE CLOSING DATE.
MCBC AND SABMILLER AGREE TO PAY TO EACH OF THEIR
RESPECTIVE COMPANY EMPLOYEES, TO THE EXTENT ELIGIBLE, A PRO-RATED BONUS (THE
77
"STUB BONUS") IN RESPECT OF THE PERIOD COMMENCING ON THE START OF THE RELEVANT
PERFORMANCE PERIOD AND ENDING ON THE CLOSING DATE (THE "STUB PERIOD"), IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE RELEVANT CBC BENEFIT PLAN OR
MILLER BENEFIT PLAN, AS APPLICABLE.
THE AMOUNT OF THE STUB BONUS PAYABLE TO
EACH COMPANY EMPLOYEE, IF