ANY, SHALL BE DETERMINED BASED ON ACTUAL PERFORMANCE
RESULTS FOR THE STUB PERIOD.
THE COMPANY AGREES TO PAY TO EACH COMPANY EMPLOYEE
A PRO-RATED ANNUAL BONUS IN RESPECT OF THE PERIOD COMMENCING ON THE CLOSING DATE
AND ENDING ON THE LAST DAY OF THE COMPANY'S PARTIAL FIRST FISCAL YEAR IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE COMPANY ANNUAL BONUS
PLAN(S).
(G)
EFFECTIVE AS OF THE CLOSING, THE COMPANY
SHALL ASSUME SPONSORSHIP OF, AND SHALL SUCCEED TO ALL OF THE RIGHTS, TITLE AND
INTEREST (INCLUDING THE RIGHTS OF THE MOLSON COORS GROUP OR THE SABMILLER GROUP,
AS APPLICABLE, IF ANY, AS PLAN SPONSOR, PLAN ADMINISTRATOR OR EMPLOYER) UNDER,
EACH CBC BENEFIT PLAN AND MILLER BENEFIT PLAN SET FORTH ON SCHEDULE 6.06(G) AND
EACH CONTRACT, AGREEMENT OR ARRANGEMENT ESTABLISHED UNDER ANY CBC BENEFIT PLAN
AND MILLER BENEFIT PLAN, AS APPLICABLE (COLLECTIVELY, THE "ASSUMED BENEFIT
PLANS").
THE PARTIES HERETO SHALL USE THEIR REASONABLE BEST EFFORTS TO
COOPERATE WITH EACH OTHER, AND SHALL CAUSE THEIR OFFICERS, EMPLOYEES, AGENTS,
AUDITORS AND REPRESENTATIVES TO COOPERATE WITH EACH OTHER AFTER THE CLOSING DATE
(I) IN THE EXECUTION OF ANY DOCUMENTS, ADOPTION OF ANY CORPORATE RESOLUTIONS OR
THE TAKING OF ALL ACTIONS THAT ARE NECESSARY AND APPROPRIATE TO EFFECTUATE SUCH
SPONSORSHIP AND RELATED TRANSFERS OF ASSUMED BENEFIT PLANS AND (II) THE
NEGOTIATION AND EXECUTION OF ANY SERVICES AGREEMENT THAT BE MAY BE NECESSARY AND
APPROPRIATE (INCLUDING, WITHOUT LIMITATION, THE PROVISION OF SERVICES TO OR
CONTINUED ADMINISTRATION OF EMPLOYEE BENEFITS) IN ORDER FOR (A) THE COMPANY TO
PROVIDE EMPLOYEE BENEFITS TO THE COMPANY EMPLOYEES UNDER THE ASSUMED BENEFIT
PLANS OR ANY OTHER ANY EMPLOYEE BENEFIT PLAN IN WHICH THE COMPANY EMPLOYEES
PARTICIPATE AFTER THE CLOSING DATE AND (B) ANY MEMBER OF THE MOLSON COORS GROUP
OR THE SABMILLER GROUP TO PROVIDE EMPLOYEE BENEFITS TO EXCLUDED CBC EMPLOYEES
AND EXCLUDED MILLER EMPLOYEES, RESPECTIVELY.
(H)
THE PARTIES HERETO AGREE TO (I) TREAT THE
COMPANY AS A "SUCCESSOR EMPLOYER" AND EACH OF MCBC (OR THE APPLICABLE MEMBER OF
THE MOLSON COORS GROUP) AND SABMILLER (OR THE APPLICABLE MEMBER OF THE SABMILLER
GROUP), AS THE CASE MAY BE, AS A "PREDECESSOR" WITHIN THE MEANING OF SECTIONS
3121(A)(1) AND 3306(B)(1) OF THE CODE WITH RESPECT TO COMPANY EMPLOYEES FOR
PURPOSES OF TAXES IMPOSED UNDER THE UNITED STATES FEDERAL UNEMPLOYMENT TAX ACT
AND THE UNITED STATES FEDERAL INSURANCE CONTRIBUTIONS ACT AND (II) USE THEIR
REASONABLE BEST EFFORTS TO COOPERATE WITH EACH OTHER TO AVOID THE FILING OF MORE
THAN ONE INTERNAL REVENUE SERVICE FORM W-2 WITH RESPECT TO EACH COMPANY EMPLOYEE
FOR THE CALENDAR YEAR IN WHICH THE CLOSING DATE OCCURS.
(I)
EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 6.06(I), THE COMPANY AGREES TO ASSUME THE OBLIGATIONS OF THE SABMILLER
GROUP AND THE MOLSON COORS GROUP UNDER EACH CBA COVERING A TRANSFERRING CBC
EMPLOYEE OR TRANSFERRING MILLER EMPLOYEE (THE "ASSUMED CBAS").
FOR EACH ASSUMED
CBA IN EFFECT AS OF THE CLOSING, THE COMPANY AGREES TO (A) RECOGNIZE THE UNION
WHICH IS A PARTY TO SUCH ASSUMED CBA AS THE EXCLUSIVE COLLECTIVE BARGAINING