Employment Agreement - Adolph Coors Co. and Leo Kiely
February 4, 1993
Mr. Leo Kiely
[Address]
Dear Leo,
It is a pleasure for me to forward this offer of employment and compensation for
your consideration. I have made a few changes from the previous document we
have reviewed, and I hope I have covered all the issues. I would be happy to
discuss any of the items with you if you have further questions.
This offer is subject to your election by the board of directors (scheduled for
February 11, 1993). You will be happy to know that a pre-employment physical
examination is not required.
Your official starting date of employment will be March 1, 1993.
POSITION: PRESIDENT/COO
BASE SALARY: $30,000 per month ($360,000 annual)
reviewed annually and adjusted January 1
of each year.
OFFICER'S SALARY: $10,000 lump sum paid July 1 each year. (Not included
in base pay for bonus calculation.)
BONUS: 50% of base pay as target paid out each year by end of
February.
50% of base pay guaranteed in year 1 and 2.
RELOCATION BONUS: Our relocation policy provides for an option to get 2-3
appraisals on your home and pay you immediately the
average and the company would then sell the home, or
you may choose to sell the home yourself if you believe
you can do better. You have indicated that your cost
in the home may be greater than current market by as
much as $150,000. We will pay you ("grossed up") up
to that amount above the appraised value of your home.
LONG-TERM INCENTIVE: It is my desire for you to have a major opportunity to
earn significant cash/equity reward (in the 7 digit
range annually) for leading the company in the
achievement of its financial and growth goals. A
program is being developed for senior management which
will be put into place next year. You should be a key
architect of that plan. The plan will be
bi-directional with focus on increasing stockholder
value as well as volume growth. I anticipate three
year rolling plans with a minimum threshold for any
payout and an upper end opportunity at 400% annual
salary. The parameters need to be established and
then approved by the board.
SEPARATION/ I anticipate a long and mutually rewarding
SEVERANCE: relationship. For the record, your employment is "at
will" with no obligation to either you or the company
to continue this relationship for a set length of
time. In the unlikely event that something goes awry
for reasons other than cause during the first 18
months of employment, we will pay your base salary
monthly for a period of 30 months and your guaranteed
bonus for that same period of 30 months. If such an
event happens after 18 months, we will pay you 18
months of your then current salary and 1.5 times your
last bonus payment. In either case your health
insurance benefits will continue until you commence
employment elsewhere or until the end of the payout
period. You would also receive a pro rata share of
any long-term incentive payout.
STOCK GRANT: Last year the board of directors approved a restricted
stock grant effective January 1, 1993. We reserved
1,000 shares as a grant to the new president at the
time he joined the company. The value is taxable to
you. The shares vest in three years.
OTHER BENEFITS/ See enclosure
PERQUISITES:
Leo, if the meetings we have had together so far are an indication of the type
of relationship that lies ahead, I am thrilled about the prospects. I look
forward to working with you.
Best regards
/s/ Peter H. Coors
Peter H. Coors
Chief Executive Officer
PHC/cl
Enclosure