ADOLPH COORS COMPANY
EQUITY INCENTIVE PLAN
Amended and restated,
effective May 31, 1995
TABLE OF CONTENTS
Section 1 Introduction 1
1.1 Establishment and Amendment 1
1.2 Purposes 1
1.3 Effective Date 1
Section 2 Definitions 1
2.1 Definitions 1
2.2 Gender and Number 2
Section 3 Plan Administration 2
Section 4 Stock Subject to the Plan 3
4.1 Number of Shares 3
4.2 Other Shares of Stock 3
4.3 Adjustments for Stock Split, Stock Dividend, Etc 3
4.4 Other Distributions and Changes in the Stock 3
4.5 General Adjustment Rules 4
4.6 Determination by the Committee, Etc 4
Section 5 Reorganization or Liquidation 4
Section 6 Participation 5
6.1 In General 5
6.2 Restriction on Award Grants to Certain Individuals 5
Section 7 Stock Options 5
7.1 Grant of Stock Options 5
7.2 Stock Option Certificates 5
7.3 Shareholder Privileges 7
Section 8 Restricted Stock Awards 8
8.1 Grant of Restricted Stock Awards 8
8.2 Restrictions 8
8.3 Privileges of a Stockholder, Transferability 8
8.4 Enforcement of Restrictions 8
Section 9 Purchase of Stock 8
9.1 General 8
9.2 Other Terms 9
Section 10 Other Common Stock Grants 9
Section 11 Company Right To Purchase Stock 9
11.1 Right of First Refusal 9
11.2 Marking of Certificates 9
Section 12 Change in Control 10
12.1 In General 10
12.2 Limitation on Payments 10
Section 13 Rights of Employees; Participants 10
13.1 Employment 10
13.2 Nontransferability 11
Section 14 General Restrictions 11
14.1 Investment Representations 11
14.2 Compliance with Securities Laws 11
14.3Changes in Accounting Rules 11
Section 15 Other Employee Benefits 11
Section 16 Plan Amendment, Modification and Termination 12
Section 17 Withholding 12
17.1 Withholding Requirement 12
17.2Withholding With Stock 12
Section 18 Requirements of Law 12
18.1 Requirements of Law 12
18.2 Federal Securities Law Requirements 12
18.3 Governing Law 12
Section 19 Duration of the Plan 13
ADOLPH COORS COMPANY
EQUITY INCENTIVE PLAN
Amended and restated,
effective May 31, 1995
Section 1
Introduction
1.1 Establishment and Amendment. Adolph Coors Company, a Colorado corporation
(hereinafter referred to, together with its Affiliated Corporations (as defined
in subsection 2.1(a)) as the "Company" except where the context otherwise
requires), established the Adolph Coors Company Equity Incentive Plan (the
"Plan") for certain key employees of the Company. The Plan, which permits the
grant of stock options and restricted stock awards to certain key employees of
the Company, was originally effective January 1, 1990. Pursuant to the power
granted in Section 16 (Section 14 prior to the Plan's amendment and
restatement), the Company hereby amends and restates the Plan in its entirety,
effective May 31, 1995.
1.2 Purposes. The purposes of the Plan are to provide the key management
employees selected for participation in the Plan with added incentives to
continue in the service of the Company and to create in such employees a more
direct interest in the future success of the operations of the Company by
relating incentive compensation to the achievement of long-term corporate
economic objectives, so that the income of the key management employees is more
closely aligned with the income of the Company's shareholders. The Plan is also
designed to attract key employees and to retain and motivate participating
employees by providing an opportunity for investment in the Company.
1.3 Effective Date. The original effective date of the Plan (the "Effective
Date") was January 1, 1990. The Plan, each amendment to the Plan, and each
option or other award granted hereunder is conditioned on and shall be of no
force or effect until approval of the Plan by the holders of the shares of
voting stock of the Company unless the Company, on the advice of counsel,
determines that shareholder approval is not necessary.
Section 2
Definitions
2.1 Definitions. The following terms shall have the meanings set forth below:
(a)"Affiliated Corporation" means any corporation or other entity (including but
not limited to a partnership) which is affiliated with Adolph Coors Company
through stock ownership or otherwise and is treated as a common employer under
the provisions of Sections 414(b) and (c) of the Internal Revenue Code.
(b)"Award" means an Option or a Restricted Stock Award issued hereunder, an
offer to purchase Stock made hereunder, or a grant of Stock made hereunder.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means a committee consisting of members of the Board who are
empowered hereunder to take actions in the administration of the Plan. The
Committee shall be so constituted at all times as to permit the Plan to comply
with Rule 16b-3 or any successor rule promulgated under the Securities Exchange
Act of 1934 (the "1934 Act"). Members of the Committee shall be appointed from
time to time by the Board, shall serve at the pleasure of the Board and may
resign at any time upon written notice to the Board.
(e) "Effective Date" means the original effective date of the Plan, January 1,
1990.
(f) "Eligible Employees" means those key management employees (including,
without limitation, officers and directors who are also employees) of the
Company or any division thereof, upon whose judgment, initiative and efforts
the Company is, or will become, largely dependent for the successful conduct
of their business.
(g) "Fair Market Value" means the average of the highest and lowest prices of
the Stock as reported on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") on a particular date. If there are no
Stock transactions on such date, the Fair Market Value shall be determined as
of the immediately preceding date on which there were Stock transactions. If
the price of the Stock is not reported on NASDAQ, the Fair Market Value of the
Stock on the particular date shall be as determined by the Committee using a
reference comparable to the NASDAQ system. If, upon exercise of an Option, the
exercise price is paid by a broker's transaction as provided in section 7.2(g)
(ii)(D), Fair Market Value, for purposes of the exercise, shall be the price at
which the Stock is sold by the broker.
(h)"Internal Revenue Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
(i) "Option" means a right to purchase Stock at a stated price for a specified
period of time. All Options granted under the Plan shall be "non-qualified
stock options" whose grant is not intended to fall under the provisions of
Section 422A of the Internal Revenue Code.
(j) "Option Price" means the price at which shares of Stock subject to an
Option may be purchased, determined in accordance with subsection 7.2(b).
(k) "Participant" means an Eligible Employee designated by the Committee from
time to time during the term of the Plan to receive one or more of the Awards
provided under the Plan.
(l) "Restricted Stock Award" means an award of Stock granted to a Participant
pursuant to Section 8 that is subject to certain restrictions imposed in
accordance with the provisions of such Section.
(m) "Stock" means the no par value Class B (non-voting) Common Stock of the
Company.
(n) "Voting Stock" means the $1.00 par value Class A Common Stock of the
Company.
2.2 Gender and Number. Except when otherwise indicated by the context, the
masculine gender shall also include the feminine gender, and the definition of
any term herein in the singular shall also include the plural.
Section 3
Plan Administration
The Plan shall be administered by the Committee. In accordance with the
provisions of the Plan, the Committee shall, in its sole discretion, select the
Participants from among the Eligible Employees, determine the Options,
Restricted Stock Awards and other Awards to be granted pursuant to the Plan,
the number of shares of Stock to be issued thereunder and the time at which
such Options and Restricted Stock Awards are to be granted, fix the Option
Price, period and manner in which an Option becomes exercisable, establish
the duration and nature of Restricted Stock Award restrictions establish
the terms and conditions on which an offer to purchase Stock will be made,
and establish such other terms and requirements of the various compensation
incentives under the Plan as the Committee may deem necessary or desirable
and consistent with the terms of the Plan. The Committee shall determine
the form or forms of the agreements with Participants which shall evidence
the particular provisions, terms, conditions, rights and duties of the
Company and the Participants with respect to Awards granted pursuant to the
Plan, which provisions need not be identical except as may be provided
herein. The Committee may from time to time adopt such rules and regulations
for carrying out the purposes of the Plan as it may deem proper and in the
best interests of the Company. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or in any
agreement entered into hereunder in the manner and to the extent it shall deem
expedient and it shall be the sole and final judge of such expediency. No
member of the Committee shall be liable for any action or determination made in
good faith. The determinations, interpretations and other actions of the
Committee pursuant to the provisions of the Plan shall be binding and
conclusive for all purposes and on all persons.
Section 4
Stock Subject to the Plan
4.1 Number of Shares. Five Million (5,000,000) shares of Stock are authorized
for issuance under the Plan in accordance with the provisions of the Plan and
subject to such restrictions or other provisions as the Committee may from time
to time deem necessary. This authorization may be increased from time to time
by approval of the Board and by the shareholders of the Company if, in the
opinion of counsel for the Company, such shareholder approval is required.
Shares of Stock that may be issued upon exercise of Options, that are issued as
Restricted Stock Awards, that are purchased under the Plan, and that are used as
incentive compensation under the Plan shall be applied to reduce the maximum
number of shares of Stock remaining available for use under the Plan. The
Company shall at all times during the term of the Plan and while any Options are
outstanding retain as authorized and unissued Stock at least the number of
shares from time to time required under the provisions of the Plan, or otherwise
assure itself of its ability to perform its obligations hereunder.
4.2 Other Shares of Stock. Any shares of Stock that are subject to an Option
that expires or for any reason is terminated unexercised, any shares of Stock
that are subject to an Award (other than an Option) and that are forfeited, any
shares of Stock withheld for the payment of taxes or received by the Company as
payment of the exercise price of an Option and any shares of Stock that for any
other reason are not issued to an Eligible Employee or are forfeited shall
automatically become available for use under the Plan. However, any shares of
Stock that are subject to an Award (other than an Option) and that are forfeited
and any shares of Stock that are withheld for the payment of taxes or received
by the Company as payment of the exercise price of an Option shall be available
for use under the Plan.
4.3 Adjustments for Stock Split, Stock Dividend, Etc. If the Company shall at
any time increase or decrease the number of its outstanding shares of Stock or
change in any way the rights and privileges of such shares by means of the
payment of a stock dividend or any other distribution upon such shares payable
in Stock, or through a stock split, subdivision, consolidation, combination,
reclassification or recapitalization involving the Stock, then in relation to
the Stock that is affected by one or more of the above events, the numbers,
rights and privileges of the following shall be increased, decreased or changed
in like manner as if they had been issued and outstanding, fully paid and
nonassessable at the time of such occurrence: (i) the shares of Stock as to
which Awards may be granted under the Plan; and (ii) the shares of the Stock
then included in each outstanding Award granted hereunder.
4.4 Other Distributions and Changes in the Stock. If
(a) the Company shall at any time distribute with respect to the Stock assets or
securities of persons other than the Company (excluding cash or distributions
referred to in Section 4.3),
(b) the Company shall at any time grant to the holders of its Stock rights to
subscribe pro rata for additional shares thereof or for any other securities of
the Company, or
(c) there shall be any other change (except as described in Section 4.3), in the
number or kind of outstanding shares of Stock or of any stock or other
securities into which the Stock shall be changed or for which it shall have been
exchanged, and if the Committee shall in its discretion determine that the
event described in subsection (a), (b), or (c) above equitably requires an
adjustment in the number or kind of shares subject to an Option or other
Award, an adjustment in the Option Price or the taking of any other action by
the Committee, including without limitation, the setting aside of any
property for delivery to the Participant upon the exercise of an Option or
the full vesting of an Award, then such adjustments shall be made, or other
action shall be taken, by the Committee and shall be effective for all
purposes of the Plan and on each outstanding Option or Award that involves
the particular type of stock for which a change was effected.
Notwithstanding the foregoing provisions of this Section 4.4, pursuant
to Section 8.3 below, a Participant holding Stock received as a Restricted Stock
Award shall have the right to receive all amounts, including cash and property
of any kind, distributed with respect to the Stock upon the Participant's
becoming a holder of record of the Stock.
4.5 General Adjustment Rules. No adjustment or substitution provided for in
this Section 4 shall require the Company to sell a fractional share of Stock
under any Option, or otherwise issue a fractional share of Stock, and the total
substitution or adjustment with respect to each Option and other Award shall be
limited by deleting any fractional share. In the case of any such substitution
or adjustment, the total Option Price for the shares of Stock then subject to
the Option shall remain unchanged but the Option Price per share under each such
Option shall be equitably adjusted by the Committee to reflect the greater or
lesser number of shares of Stock or other securities into which the Stock
subject to the Option may have been changed, and appropriate adjustments
shall be made to Restricted Stock Awards to reflect any such substitution or
adjustment.
4.6 Determination by the Committee, Etc. Adjustments under this Section 4 shall
be made by the Committee, whose determinations with regard thereto shall be
final and binding upon all parties thereto.
Section 5
Reorganization or Liquidation
If the Company is merged or consolidated with another corporation and the
Company is not the surviving corporation, or if all or substantially all of
the assets or more than 50% of the outstanding voting stock of the Company
is acquired by any other corporation, business entity or person, or in case
of a reorganization (other than a reorganization under the United States
Bankruptcy Code), including a divisive reorganization under Section 355 of
the Code, or liquidation of the Company, and if the provisions of Section 12
do not apply, the Committee, or the board of directors of any corporation
assuming the obligations of the Company, shall, as to the Plan and
outstanding Options and other Awards, either (i) make appropriate provision
for the adoption and continuation of the Plan by the acquiring or successor
corporation and for the protection of any such outstanding Options and
other Awards by the substitution on an equitable basis of appropriate stock
of the Company or of the merged, consolidated or otherwise reorganized
corporation that will be issuable with respect to the Stock, provided that no
additional benefits shall be conferred upon the Participants holding such
Options and other Awards as a result of such substitution, and the excess of
the aggregate Fair Market Value of the shares subject to the Options
immediately after such substitution over the Option Price thereof is not
more than the excess of the aggregate Fair Market Value of the shares subject
to such Options immediately before such substitution over the Option Price
thereof, or (ii) upon written notice to the Participants, provide that all
unexercised Options must be exercised within a specified number of days of
the date of such notice or they will be terminated. In the latter event,
the Committee shall accelerate the exercise dates of outstanding Options
and accelerate the restriction period and modify the performance
requirements for any outstanding Awards so that all Options and other Awards
become fully vested prior to any such event.
Section 6
Participation
6.1 In General. Participants in the Plan shall be those Eligible Employees who,
in the judgment of the Committee, are performing, or during the term of their
incentive arrangement will perform, vital services in the management, operation
and development of the Company or an Affiliated Corporation, and significantly
contribute, or are expected to significantly contribute, to the achievement of
long-term corporate economic objectives. Participants may be granted from time
to time one or more Awards; provided, however, that the grant of each such Award
shall be separately approved by the Committee, and receipt of one such Award
shall not result in automatic receipt of any other Award. Upon determination by
the Committee that an Award is to be granted to a Participant, written notice
shall be given to such person, specifying the terms, conditions, rights and
duties related thereto. Each Participant shall, if required by the Committee,
enter into an agreement with the Company, in such form as the Committee shall
determine and that is consistent with the provisions of the Plan, specifying
such terms, conditions, rights and duties. Awards shall be deemed to be
granted as of the date specified in the grant resolution of the Committee,
which date shall be the date of any related agreement with the Participant.
In the event of any inconsistency between the provisions of the Plan and any
such agreement entered into hereunder, the provisions of the Plan shall govern.
6.2 Restriction on Award Grants to Certain Individuals. Notwithstanding the
foregoing provisions of Section 6.1, no Awards shall be granted to any lineal
descendant of Adolph Coors, Jr. without the prior written approval of counsel to
the Company as to the effect of any such grant on the possible status of the
Company as a "personal holding company" within the meaning of Section 542 of the
Internal Revenue Code.
Section 7
Stock Options
7.1 Grant of Stock Options. Coincident with or following designation for
participation in the Plan, a Participant may be granted one or more Options. In
no event shall the exercise of one Option affect the right to exercise any other
Option or affect the number of shares of Stock for which any other Option may be
exercised, except as provided in subsection 7.2(j).
7.2 Stock Option Certificates. Each Option granted under the Plan shall be
evidenced by a written stock option certificate. A stock option certificate
shall be issued by the Company in the name of the Participant to whom the Option
is granted (the "Option Holder") and shall incorporate and conform to the
conditions set forth in this Section 7.2, as well as such other terms and
conditions, not inconsistent herewith, as the Committee may consider appropriate
in each case.
(a) Number of Shares. Each stock option agreement shall state that it covers a
specified number of shares of the Stock, as determined by the Committee.
(b) Price. The price at which each share of Stock covered by an Option may be
purchased shall be determined in each case by the Committee and set forth in the
stock option certificate.
(c) Duration of Options; Restrictions on Exercise. Each stock option agreement
shall state the period of time, determined by the Committee, within which the
Option may be exercised by the Option Holder (the "Option Period"), and shall
also set forth any installment or other restrictions on Option exercise during
such period, if any, as may be determined by the Committee.
(d) Termination of Employment, Death, Disability, Etc. Each stock option
agreement shall provide as follows with respect to the exercise of the Option
upon termination of the employment or the death of the Option Holder:
(i) If the employment of the Option Holder is terminated within the Option
Period for cause, as determined by the Company, the Option shall thereafter be
void for all purposes. As used in this subsection 7.2(d), "cause" shall mean a
gross violation, as determined by the Company, of the Company's established
policies and procedures, provided that the effect of this subsection 7.2(d)
shall be limited to determining the consequences of a termination and that
nothing in this subsection 7.2(d) shall restrict or otherwise interfere with
the Company's discretion with respect to the termination of any employee.
(ii) If the Option Holder retires from employment by the Company or its
affiliates during the Option Period pursuant to the Company's retirement policy,
or if the Option Holder becomes disabled (as determined pursuant to the
Company's Long-Term Disability Plan), the Option may be exercised by the
Option Holder, or in the case of death by the persons specified in
subsection (iii) of this subsection 7.2(d), within thirty-six months
following his or her retirement or disability (provided that such exercise
must occur within the Option Period), but not thereafter. In any such case,
the Option may be exercised only as to the shares as to which the Option had
become exercisable on or before the date of the Option Holder's termination of
employment.
(iii) If the Option Holder dies during the Option Period while still employed
or within the three-month period referred to in (iv) below, or within the
thirty-six-month period referred to in (ii) above, the Option may be exercised
by those entitled to do so under the Option Holder's will or by the laws of
descent and distribution within fifteen months following the Option Holder's
death, (provided that such exercise must occur within the Option Period), but
not thereafter. In any such case, the Option may be exercised only as to the
shares as to which the Option had become exercisable on or before the date
of the Option Holder's death.
(iv) If the employment of the Option Holder by the Company is terminated (which
for this purpose means that the Option Holder is no longer employed by the
Company or by an Affiliated Corporation) within the Option Period for any reason
other than cause, retirement pursuant to the Company's retirement policy,
disability or the Option Holder's death, the Option may be exercised by the
Option Holder within three months following the date of such termination
(provided that such exercise must occur within the Option Period), but not
thereafter. In any such case, the Option may be exercised only as to the shares
as to which the Option had become exercisable on or before the date of
termination of employment.
(e) Transferability. Each stock option agreement shall provide that the Option
granted therein is not transferable by the Option Holder except by will or
pursuant to the laws of descent and distribution, and that such Option is
exercisable during the Option Holder's lifetime only by him or her, or in the
event of disability or incapacity, by his or her guardian or legal
representative.
(f) Agreement to Continue in Employment. Each stock option agreement shall
contain the Option Holder's agreement to remain in the employment of the
Company, at the pleasure of the Company, for a continuous period of at least
one year after the date of such stock option agreement, at the salary rate in
effect on the date of such agreement or at such changed rate as may be fixed,
from time to time, by the Company.
(g) Exercise, Payments, Etc.
(i) Each stock option agreement shall provide that the method for exercising
the Option granted therein shall be by delivery to the Corporate Secretary of
the Company of written notice specifying the number of shares with respect to
which such Option is exercised and payment of the Option Price. Such notice
shall be in a form satisfactory to the Committee and shall specify the
particular Option (or portion thereof) which is being exercised and the
number of shares with respect to which the Option is being exercised. The
exercise of the Stock Option shall be deemed effective upon receipt of such
notice by the Corporate Secretary and payment to the Company. If requested by
the Company, such notice shall contain the Option Holder's representation that
he or she is purchasing the Stock for investment purposes only and his or her
agreement not to sell any Stock so purchased in any manner that is in
violation of the Securities Act of 1933, as amended, or any applicable state
law. Such restrictions, or notice thereof, shall be placed on the
certificates representing the Stock so purchased. The purchase of such Stock
shall take place at the principal offices of the Company upon delivery of
such notice, at which time the purchase price of the Stock shall be paid in
full by any of the methods or any combination of the methods set forth in
(ii) below. A properly executed certificate or certificates representing the
Stock shall be issued by the Company and delivered to the Option Holder. If
certificates representing Stock are used to pay all or part of the exercise
price, separate certificates for the same number of shares of Stock shall be
issued by the Company and delivered to the Option Holder representing each
certificate used to pay the Option Price, and an additional certificate shall be
issued by the Company and delivered to the Option Holder representing the
additional shares, in excess of the Option Price, to which the Option Holder is
entitled as a result of the exercise of the Option.
(ii) The exercise price shall be paid by any of the following methods or any
combination of the following methods:
(A) in cash;
(B)by certified or cashier's check payable to the order of the Company;
(C) by delivery to the Company of certificates representing the number of shares
then owned by the Option Holder, the Fair Market Value of which equals the
purchase price of the Stock purchased pursuant to the Option, properly endorsed
for transfer to the Company; provided however, that no Option may be exercised
by delivery to the Company of certificates representing Stock, unless such Stock
has been held by the Option Holder for more than six months; for purposes of
this Plan, the Fair Market Value of any shares of Stock delivered in payment of
the purchase price upon exercise of the Option shall be the Fair Market Value
as of the exercise date; the exercise date shall be the day of delivery of the
certificates for the Stock used as payment of the Option Price; or
(D) by delivery to the Company of a properly executed notice of exercise
together with irrevocable instructions to a broker to deliver to the Company
promptly the amount of the proceeds of the sale of all or a portion of the
Stock or of a loan from the broker to the Option Holder necessary to pay the
exercise price.
(h) Date of Grant. An option shall be considered as having been granted on the
date specified in the grant resolution of the Committee.
(i) Notice of Sale of Stock; Withholding. Each stock option agreement shall
provide that, upon exercise of the Option, the Option Holder shall make
appropriate arrangements with the Company to provide for the amount of
additional withholding required by Sections 3102 and 3402 of the Internal
Revenue Code and applicable state income tax laws, including payment of such
taxes through delivery of shares of Stock or by withholding Stock to be
issued under the Option, as provided in Section 17.
(j) Issuance of Additional Option. If an Option Holder pays all or any portion
of the exercise price of an Option with Stock, or pays all or any portion of the
applicable withholding taxes with respect to the exercise of an Option with
Stock which has been held by the Option Holder for more than six months, the
Committee shall grant to such Option Holder a new Option covering the number
of shares of Stock used to pay such exercise price and/or withholding tax.
The new Option shall have an Option Price per share equal to the Fair Market
Value of a share of Stock on the date of the exercise of the Option and shall
have the same terms and provisions as the Option, except as otherwise
determined by the Committee in its sole discretion. Effective for Options
granted on and after January 1, 1994, this section 7.2(j) shall be null and
void.
7.3 Shareholder Privileges. No Option Holder shall have any rights as a
shareholder with respect to any shares of Stock covered by an Option until the
Option Holder becomes the holder of record of such Stock, and no adjustments
shall be made for dividends or other distributions or other rights as to which
there is a record date preceding the date such Option Holder becomes the holder
of record of such Stock, except as provided in Section 4.
Section 8
Restricted Stock Awards
8.1 Grant of Restricted Stock Awards. Coincident with or following designation
for participation in the Plan, the Committee may grant a Participant one or more
Restricted Stock Awards consisting of shares of Stock. The number of shares
granted as a Restricted Stock Award shall be determined by the Committee.
8.2 Restrictions. A Participant's right to retain a Restricted Stock Award
granted to him under Section 8.1 shall be subject to such restrictions,
including but not limited to his continuous employment by the Company or an
Affiliated Corporation for a restriction period specified by the Committee
or the attainment of specified performance goals and objectives, as may be
established by the Committee with respect to such Award. The Committee may in
its sole discretion require different periods of employment or different
performance goals and objectives with respect to different Participants, to
different Restricted Stock Awards or to separate, designated portions of the
Stock shares constituting a Restricted Stock Award. In the event of the
death or disability (as defined in subsection 7.2(d)) of a Participant, or
the retirement of a Participant in accordance with the Company's established
retirement policy, all employment period and other restrictions applicable
to Restricted Stock Awards then held by him shall lapse with respect to a
pro rata part of each such Award based on the ratio between the number of
full months of employment completed at the time of termination of employment
from the grant of each Award to the total number of months of employment
required for such Award to be fully nonforfeitable, and such portion of each
such Award shall become fully nonforfeitable. The remaining portion of each
such Award shall be forfeited and shall be immediately returned to the
Company. In the event of a Participant's termination of employment for
any other reason, any Restricted Stock Awards as to which the employment period
or other restrictions have not been satisfied (or waived or accelerated as
provided herein) shall be forfeited, and all shares of Stock related thereto
shall be immediately returned to the Company.
8.3 Privileges of a Stockholder, Transferability. A Participant shall have all
voting, dividend, liquidation and other rights with respect to Stock in
accordance with its terms received by him as a Restricted Stock Award under this
Section 8 upon his becoming the holder of record of such Stock; provided,
however, that the Participant's right to sell, encumber, or otherwise transfer
such Stock shall be subject to the limitations of Sections 9 and 11.2.
8.4 Enforcement of Restrictions. The Committee shall cause a legend to be
placed on the Stock certificates issued pursuant to each Restricted Stock Award
referring to the restrictions provided by Sections 8.2 and 8.3 and, in addition,
may in its sole discretion require one or more of the following methods of
enforcing the restrictions referred to in Sections 8.2 and 8.3:
(a) Requiring the Participant to keep the Stock certificates, duly endorsed, in
the custody of the Company while the restrictions remain in effect; or
(b) Requiring that the Stock certificates, duly endorsed, be held in the
custody of a third party while the restrictions remain in effect.
Section 9
Purchase of Stock
9.1 General. From time to time the Company may make an offer to certain
Participants, designated by the Committee in its sole discretion, to purchase
Stock from the Company. The number of shares of Stock offered by the Company to
each selected Participant shall be determined by the Committee in its sole
discretion. The purchase price for the Stock shall be as determined by the
Committee in its sole discretion and may be less than the Fair Market Value of
the Stock. The Participants who accept the Company's offer shall purchase the
Stock at the time designated by the Committee. The purchase shall be on such
additional terms and conditions as may be determined by the Committee in its
sole discretion.
9.2 Other Terms. The Committee may, in its sole discretion, grant Options,
Restricted Stock, or any combination thereof, on terms and conditions determined
by the Committee, in its sole discretion, to the Participants who purchase Stock
pursuant to Section 9.1.
Section 10
Other Common Stock Grants
From time to time during the duration of this Plan, the Board may, in its sole
discretion, adopt one or more incentive compensation arrangements for
Participants pursuant to which the Participants may acquire shares of Stock,
whether by purchase, outright grants, or otherwise. Any such arrangements shall
be subject to the general provisions of this Plan and all shares of Stock issued
pursuant to such arrangements shall be issued under this Plan.
Section 11
Company Right To Purchase Stock
11.1 Right of First Refusal. (a) In the event of the death of a Participant, or
if a Participant at any time proposes to transfer any of the Stock acquired
pursuant to the Plan to a third party, the Participant (or his personal
representative or estate, as the case may be) shall make a written offer (the
"Offer") to sell all of the Stock acquired pursuant to the Plan then owned by
the Participant (or thereafter acquired by the Participant's estate or personal
representative pursuant to any Award hereunder) to the Company at the "purchase
price" as hereinafter defined. In the case of a proposed sale of any of the
Stock to a third party, the Offer shall state the name of the proposed
transferee and the terms and conditions of the proposed transfer. In a case of
a proposed sale through or to a registered broker/dealer, the Offer shall state
the name and address of the broker. The Company shall have the right to
elect to purchase all (but not less than all) of the shares of Stock. The
Company shall have the right to elect to purchase the shares of Stock for a
period of ten (10) days after the receipt by the Company of the Offer. The
provisions of this Section 11 shall apply to proposed sales through or to a
registered broker/dealer at the prevailing market price, even if the
prevailing market price should fluctuate between the date the Company
receives the Offer and the date the Company elects to purchase the shares of
Stock. In all cases, the purchase price for the Stock shall be determined
pursuant to subsection 11.1(d).
(b) The Company shall exercise its right to purchase the Stock by given written
notice of its exercise to the Participant (or his personal representative or
estate, as the case may be). If the Company elects to purchase the Stock,
payment for the shares of Stock shall be made in full by Company check. Any
such payments shall be made within ten (10) days after the election to purchase
has been exercised.
(c) If the Stock is not purchased pursuant to the foregoing provisions, the
shares of Stock may be transferred by the Participant to the proposed transferee
named in the Offer to the Company, in the case of a proposed sale to a third
party. However, if such transfer is not made within 120 days following the
termination of the Company's right to purchase, a new offer must be made to the
Company before the Participant can transfer any portion of his shares and the
provisions of this Section 11 shall again apply to such transfer. If the
Company's right of first refusal under this Section 11 is created by an event
other than a proposed transfer to a third party, the shares of Stock shall
remain subject to the provisions of this Section 11 in the hands of the
registered owner of the Stock.
(d) The purchase price for each share of Stock purchased by the Company
pursuant to this Section 11 shall be equal to the Fair Market Value of the
Stock on the date the Company receives the Offer under subsection 11.1(a).
11.2 Marking of Certificates. Each certificate representing shares of Stock
acquired pursuant to this Plan shall bear the following legend:
The shares of stock represented by this Certificate are subject to all the terms
of the Adolph Coors Company Equity Incentive Plan, as the Plan may be amended
from time to time (the "Plan") and to the terms of a [Non-Qualified Stock Option
Agreement] [Restricted Stock Agreement] [Stock Purchase Agreement] between the
Company and the Participant (the "Agreement"). Copies of the Plan and the
Agreement are on file at the office of the Company. The Plan and the Agreement,
among other things, limit the right of the Owner to transfer the shares
represented hereby and provides that in certain circumstances the shares may be
purchased by the Company.
Section 12
Change in Control
12.1 In General. In the event of a change in control of the Company as defined
in Section 12.3, then (a) all Options shall become immediately exercisable in
full during the remaining term thereof, and shall remain so, whether or not the
Participants to whom such Options have been granted remain employees of the
Company or an Affiliated Corporation; and (b) all restrictions with respect to
outstanding Restricted Stock Awards shall immediately lapse.
12.2 Limitation on Payments. If the provisions of this Section 12 would result
in the receipt by any Participant of a payment within the meaning of Section
280G of the Internal Revenue Code and the regulations promulgated thereunder
and if the receipt of such payment by any Participant would, in the opinion of
independent tax counsel of recognized standing selected by the Company, result
in the payment by such Participant of any excise tax provided for in
Sections 280G and 4999 of the Internal Revenue Code, then the amount of such
payment shall be reduced to the extent required, in the opinion of independent
tax counsel, to prevent the imposition of such excise tax; provided, however,
that the Committee, in its sole discretion, may authorize the payment of all or
any portion of the amount of such reduction to the Participant.
12.3 Definition. For purposes of the Plan, a "change in control" shall mean any
of the following:
(i) The acquisition of or the ownership of fifty percent or more of the total
Voting Stock of the Company then issued and outstanding, by any person, or group
of affiliated persons, or entities not affiliated with the Company as of the
Effective Date of this Plan, without the consent of the Board of Directors, or
(ii) The election of individuals constituting a majority of the Board of
Directors who were not either (A) members of the Board of Directors prior to the
election or (B) recommended to the shareholders by management of the Company, or
(iii) A legally binding and final vote of the shareholders of the Company in
favor of selling all or substantially all of the assets of the Company.
Section 13
Rights of Employees; Participants
13.1 Employment. Nothing contained in the Plan or in any Option or Restricted
Stock Award granted under the Plan shall confer upon any Participant any right
with respect to the continuation of his or her employment by the Company or any
Affiliated Corporation, or interfere in any way with the right of the Company or
any Affiliated Corporation, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Participant from the rate in
existence at the time of the grant of an Option or Restricted Stock Award.
Whether an authorized leave of absence, or absence in military or government
service, shall constitute a termination of employment shall be determined by the
Committee at the time.
13.2 Nontransferability. No right or interest of any Participant in an Option
or a Restricted Stock Award (prior to the completion of the restriction period
applicable thereto), granted pursuant to the Plan, shall be assignable or
transferable during the lifetime of the Participant, either voluntarily or
involuntarily, or subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. In the event of a Participant's death, a Participant's rights and
interests in Options and Restricted Stock Awards shall, to the extent provided
in Sections 7, 8 and 9, be transferable by testamentary will or the laws of
descent and distribution, and payment of any amounts due under the Plan shall be
made to, and exercise of any Options may be made by, the Participant's legal
representatives, heirs or legatees. If in the opinion of the Committee a person
entitled to payments or to exercise rights with respect to the Plan is disabled
from caring for his affairs because of mental condition, physical condition or
age, payment due such person may be made to, and such rights shall be exercised
by, such person's guardian, conservator or other legal personal representative
upon furnishing the Committee with evidence satisfactory to the Committee of
such status.
Section 14
General Restrictions
14.1 Investment Representations. The Company may require any person to whom an
Option, Restricted Stock Award, Stock is granted, or to whom Stock is sold, as
a condition of exercising such Option or receiving such Restricted Stock Award
or Stock, or purchasing such Stock, to give written assurances in substance and
form satisfactory to the Company and its counsel to the effect that such person
is acquiring the Stock subject to the Option, Restricted Stock Award, Stock
grant, or purchase of Stock, for his own account for investment and not with any
present intention of selling or otherwise distributing the same, and to such
other effects as the Company deems necessary or appropriate in order to comply
with Federal and applicable state securities laws.
14.2 Compliance with Securities Laws. Each Option and Restricted Stock Award,
and Stock grant or purchase shall be subject to the requirement that, if at any
time counsel to the Company shall determine that the listing, registration or
qualification of the shares subject to such Option, Restricted Stock Award,
Stock grant or purchase upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory
body, is necessary as a condition of, or in connection with, the issuance or
purchase of shares thereunder, such Option, Restricted Stock Award, or Stock
grant or purchase may not be accepted or exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have
been effected or obtained on conditions acceptable to the Committee.
Nothing herein shall be deemed to require the Company to apply for or to
obtain such listing, registration or qualification.
14.3 Changes in Accounting Rules. Notwithstanding any other provision of the
Plan to the contrary, if, during the term of the Plan, any changes in the
financial or tax accounting rules applicable to Options or Restricted Stock
Awards shall occur that, in the sole judgment of the Committee, may have a
material adverse effect on the reported earnings, assets or liabilities of the
Company, the Committee shall have the right and power to modify as necessary,
any then outstanding and unexercised Options and outstanding Restricted Stock
Awards as to which the applicable employment or other restrictions have not been
satisfied.
Section 15
Other Employee Benefits
The amount of any compensation deemed to be received by a Participant as a
result of the exercise of an Option, the sale of shares received upon such
exercise, the vesting of any Restricted Stock Award, or the purchase or
grant of Stock, shall not constitute "earnings" with respect to which any
other employee benefits of such employee are determined, including without
limitation benefits under any pension, profit sharing, life insurance or salary
continuation plan.
Section 16
Plan Amendment, Modification and Termination
The Board may at any time terminate, and from time to time may amend or modify
the Plan provided, however, that no amendment or modification may become
effective without approval of the amendment or modification by the shareholders
if shareholder approval is required to enable the Plan to satisfy any applicable
statutory or regulatory requirements, or if the Company, on the advice of
counsel, determines that shareholder approval is otherwise necessary or
desirable.
No amendment, modification or termination of the Plan shall in any manner
adversely affect any Options, Restricted Stock Awards or Stock theretofore
granted or purchased under the Plan, without the consent of the Participant
holding such Options Restricted Stock Awards, or Stock.
Section 17
Withholding
17.1 Withholding Requirement. The Company's obligations to deliver shares of
Stock upon the exercise of any Option, the vesting of any Restricted Stock
Award, or the grant or purchase of Stock shall be subject to the Participant's
satisfaction of all applicable federal, state and local income and other tax
withholding requirements.
17.2 Withholding With Stock. The withholding obligation with respect to the
grant of Restricted Stock shall be satisfied by the Company's withholding from
the shares otherwise issuable to the Participant shares of Stock having a value
equal to the amount required to be withheld. The value of shares of Stock to be
withheld shall be based on the Fair Market Value of the Stock on the date that
the amount of tax to be withheld is to be determined.
Section 18
Requirements of Law
18.1 Requirements of Law. The issuance of Stock and the payment of cash
pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.
18.2 Federal Securities Law Requirements. If a Participant is an officer or
director of the Company within the meaning of Section 16, Awards granted
hereunder shall be subject to all conditions required under Rule 16b-3, or any
successor rule promulgated under the 1934 Act, to qualify the Award for any
exception from the provisions of Section 16(b) of the 1934 Act available under
that Rule. Such conditions shall be set forth in the agreement with the
Participant which describes the Award.
18.3 Governing Law. The Plan and all agreements hereunder shall be construed in
accordance with and governed by the laws of the State of Colorado.
Section 19
Duration of the Plan.
The Plan shall terminate at such time as may be determined by the Board of
Directors, and no Option or Restricted Stock Award, or Stock shall be granted or
purchased after such termination. Options and Restricted Stock Awards
outstanding at the time of the Plan termination may continue to be exercised, or
become free of restrictions, or paid, in accordance with their terms.
Dated: ___________________________
ADOLPH COORS COMPANY
ATTEST:
____________________________ By:__________________________________