Molson Coors Beverage Co 8-K, filed Apr 6, 2023
Molson Coors Beverage Co (TAP)
About this 8-K
Molson Coors Beverage Co filed this 8-K on April 6, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2023, Molson Coors Beverage Company (the “Company”) announced that Anne-Marie D’Angelo, the Company’s Chief Legal and Government Affairs Officer, is resigning from the Company for personal reasons, effective immediately. The Company and Ms. D’Angelo have entered into a consulting agreement, dated April 6, 2023, attached hereto as Exhibit 10.1, pursuant to which Ms. D’Angelo will provide legal advisory consulting services to the Company through December 31, 2023 while the Company completes a search for a new Chief Legal Officer and to provide transition services as needed.
Pursuant to the consulting agreement, Ms. D’Angelo will receive a consulting fee of $40,000 per month. In addition, Ms. D’Angelo’s unvested restricted stock units will continue to vest through the term of the consulting agreement and her vested stock options will remain exercisable during the term of the consulting agreement and for the 90 days following the end of the consulting term. Ms. D’Angelo may terminate the agreement at her discretion after June 15, 2023.
In connection with Ms. D’Angelo’s resignation, the Company and Ms. D’Angelo have also entered into the Company’s general waiver and release agreement, dated April 6, 2023, attached hereto as Exhibit 10.2, pursuant to which Ms. D’Angelo has agreed to a customary release of claims against the Company.
The foregoing descriptions of the consulting agreement and the general waiver and release agreement are qualified in their entirety by reference to the full text of each agreement, each as respectively attached hereto as Exhibits 10.1 and 10.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Consulting Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo. |
| 10.2 | General Waiver and Release Agreement, dated April 6, 2023, by and between Molson Coors Beverage Company and Anne-Marie D’Angelo. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOLSON COORS BEVERAGE COMPANY | |||
| Date: | April 6, 2023 | By: | /s/ Tracey Joubert |
| Tracey Joubert | |||
| Chief Financial Officer |
Exhibit 10.1
Execution Version
MOLSON COORS BEVERAGE COMPANY
CONSULTING SERVICES AGREEMENT
This Consulting Agreement (the “Consulting Agreement”) is effective as of April 6, 2023 (the “Consulting Effective Date”), by and between MOLSON COORS BEVERAGE COMPANY (the “Company”) and ANNE-MARIE WIELAND D’ANGELO, (“Consultant”) (Consultant and the Company collectively, the “Parties”).
WHEREAS, Consultant, previously served as the Chief Legal and Government Affairs Officer of the Company until April 6, 2023 (the “Resignation Date”), on which date she resigned from the Company and entered into a General Release and Waiver Agreement (the “Release Agreement”); and
WHEREAS, the Company desires to engage Consultant for consulting services to the Company, and Consultant agrees to provide such consulting services in accordance with the terms and conditions of this Consulting Agreement.
NOW THEREFORE, for and in consideration for the mutual covenants and promises contained in the Consulting Agreement, the engagement of Consultant and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Consulting Services. |
| a. | The Company hereby engages Consultant, and Consultant accepts the engagement as an independent contractor, and agrees Consultant will perform such services on an as needed basis as directed by the Company’s Chief Executive Officer, Chief People and Diversity Officer and any interim or successor Chief Legal Officer (the “Consulting Services”). |
| b. | The Parties acknowledge and agree that the Consulting Services provided hereunder are on an exclusive basis and that the Consultant may not take on other employment during the pendency of providing the consulting services; provided that the foregoing shall not prevent Consultant from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing Executive’s personal investments and legal affairs. Should Consultant take on any other employment or consulting services in violation of the foregoing, Consultant is in breach of this Consulting Agreement. |
| 2. | Consulting Consideration. |
| a. | Base Monthly Fee |
| i. | The Company shall pay the Consultant a monthly consulting fee equal to $40,000, which shall be paid in advance on the first day of each month for which the Consultant is providing Consulting Services, until the earlier of the Expiration Date or termination of this Consulting Agreement. Any business costs and travel expenses incurred by Consultant related to the Consulting Services must first be approved by the Company in writing. The Company shall pay the Consultant for the full month of April within five business days of the effective date of the Consulting Agreement. |
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| ii. | Consultant acknowledges that Consultant will receive an IRS Form 1099 from the Company and Consultant will be solely responsible for all federal, state, and local taxes with respect to the payments and benefits provided hereunder. |
| iii. | The Parties further agree that the monthly consulting fee is reasonable and at fair market value. The Parties acknowledge that the Company may be required to publicly disclose certain terms of this Consulting Agreement including the identity of Consultant, the nature of the Consulting Services performed and any payment or other transfer of value provided to Consultant under this Consulting Agreement. |
| b. | Equity Treatment |
| i. | The Company acknowledges that upon the Resignation Date, Executive was a participant in the Molson Coors Beverage Company Incentive Compensation Plan (the “Equity Plan”) and had received grants of restricted stock units, performance stock units, and option rights under the Equity Plan. |
| ii. | Despite terminating employment, the Company affirms that outstanding restricted stock units will continue to vest through the earlier of the Expiration Date or any termination of this Consulting Agreement by the Company due to a Material Breach by Consultant or by the Consultant voluntarily and that any vested option rights will remain exercisable through the 90th day following the earlier of the Expiration Date or any termination of this Consulting Agreement; provided that the settlement of any restricted stock units that otherwise vest under this paragraph is expressly delayed and conditioned upon Consultant delivering the Reaffirmation attached to the Release Agreement to the Company following the Expiration Date or any earlier termination of this Consulting Agreement and the expiration of any revocation period in such Reaffirmation. |
| iii. | The Parties further affirm that upon the Resignation Date, Executive forfeited the right to any restricted stock units scheduled to vest after December 31, 2023 and to all unvested option rights and performance stock units. |
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| 3. | Relationship of Parties. |
| a. | Consultant shall perform under this Consulting Agreement as an independent contractor and not as an employee of the Company. This Consulting Agreement will not be construed to create any association, partnership, joint venture, employment or agency relationship between Consultant and the Company or the Company for any purpose. As an independent contractor, Consultant’s fees are limited to those set forth in Section 2.a and Consultant shall not participate in any benefit or other plans that the Company maintains for its employees. |
| b. | Consultant shall have no authority to assume or create any obligation or liability on the Company. Consultant will not be covered by the Company’s workers’ compensation policy and agrees that the Company will have no responsibility to the Consultant in the event the Consultant experiences any injury or illness in connection with the performance of the Consulting Services. |
| c. | The Company shall not withhold any taxes in connection with the compensation paid to Consultant and Consultant shall be solely responsible for the payment of taxes on Consultant’s compensation earned under this Consulting Agreement. |
| d. | Unless otherwise approved by the Company in writing, Consultant is prohibited from entering into a contract with or otherwise utilizing (on behalf of the Company and/or Executive) any agents, contractors, or other third-parties in order to fulfill the Consulting Services. |
| 4. | Term of Consulting Agreement. This Consulting Agreement shall commence on the Consulting Effective Date and end on December 31, 2023 (the “Expiration Date”) unless terminated earlier pursuant to Section 5 below. |
| 5. | Termination. |
| a. | Either Party may terminate this Agreement immediately upon written notice to the other for any breach of a provision of this Agreement (a “Material Breach”). Termination shall be effective immediately and automatically upon such notice. In addition, the Company may terminate this Agreement immediately upon written notice to the Consultant for any breach of a provision of the Release Agreement. For the avoidance of doubt, if Consultant does not enter into the Release Agreement, Consultant will not receive any of the pay or benefits set forth in this Consulting Agreement, and this Consulting Agreement will be null and void and of no further force and effect. Consultant shall not be deemed to have breached this Agreement or the Release Agreement unless the Company has provided Consultant with written notice detailing such breach and provided Consultant with a reasonable opportunity to cure such breach (if curable). |
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| b. | The Consulting Agreement will terminate immediately upon the death or disability of the Consultant. For purposes of this Consulting Agreement, “Disability” shall mean disability or incapacitation of Consultant for a period of one month or longer that renders Consultant unable to perform Consultant’s duties under the Consulting Agreement. |
| c. | Consultant may terminate this Consulting Agreement for any reason by providing the Company with 15 days written notice at any point after June 15, 2023. |
| d. | Upon notice of termination, Consultant shall inform the Company of the extent to which performance has been completed and shall immediately take steps to wind down any work in progress. |
| e. | If the Company terminates this Consulting Agreement pursuant to the terms hereof, any and all obligations it may otherwise have under this Consulting Agreement shall cease immediately except that the Company agrees to pay Consultant the accrued but unpaid fees and approved expenses due at the time of termination. |
| f. | Any provisions of this Consulting Agreement which by their terms impose continuing obligations on the parties, including but not limited to Sections 3, 6, 7, and 9 shall survive the expiration or termination of this Consulting Agreement. |
| 6. | Confidentiality. |
| a. | For purposes of this Consulting Agreement, “Confidential Information” shall mean each of the following: (a) any information or material proprietary to the Company; (b) any information not generally known by non-Company personnel (other than persons subject to confidentiality); (c) any information which Consultant should know the Company would not care to have revealed to others; (d) any information which Consultant makes, conceives or develops during Consultant’s provision of Consulting Services hereunder; and (e) any information which the Company obtains from another party and which the Company treats as proprietary. The failure to mark information as confidential shall not affect its status as part of the Confidential Information hereunder. |
No information shall be considered to be Confidential Information if such information: (a) has become public knowledge through legal means without fault by either party; (b) is already public knowledge prior to its disclosure; (c) is known to Consultant prior to its disclosure and such knowledge is evidenced in writing; or (d) has been furnished to a third party by the Company without restriction on such third party’s ability to disclose such information.
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| b. | Consultant shall hold in confidence and shall not, except in the course of performing hereunder, at any time during or after termination of Consultant’s relationship with the Company, (a) directly or indirectly reveal, report, publish, disclose or transfer the Company’s Confidential Information to any person or entity or (b) use any Confidential Information for any purpose other than for the benefit of the Company. |
| c. | All Confidential Information shall remain the exclusive property of the Company and nothing contained in this Consulting Agreement shall be construed as granting a license to use such Confidential Information for reasons unrelated to this Consulting Agreement. |
| d. | The obligations of confidentiality and non-use set forth in this Consulting Agreement shall continue for three (3) years from the termination of this Consulting Agreement, or until such Confidential Information no longer qualifies as confidential, whichever is earlier. Notwithstanding the foregoing, any Confidential Information that qualifies as a “trade secret” under applicable law shall remain subject to obligations of confidentiality for so long as such information retains its status as a trade secret. |
| e. | Notwithstanding any other provision of this Consulting Agreement, under the Defend Trade Secrets Act of 2016, Consultant will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: |
| i. | is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purposes of reporting or investigation a suspected violation of law; or |
| ii. | is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. |
| 7. | Ownership of Information. |
| a. | For purposes of this Consulting Agreement, “Work Product” shall mean all copyrights, patents, trade secrets or other intellectual property rights associated with any ideas, techniques, inventions or works of authorship developed or created by Consultant during the performance of Consulting Services hereunder. |
| b. | All Confidential Information and Work Product shall belong exclusively and without additional compensation to the Company. |
| c. | All Work Product shall be considered “work made for hire” for the Company and Consultant irrevocably assigns and transfers to the Company all right, title and interest it may have in such Work Product. Upon request of the Company and at the Company’s reasonable expense, Consultant shall take such further actions, including execution and delivery of instruments of conveyance, necessary to obtain legal protection in any country for such Work Product and for the purpose of vesting title thereto in the Company. |
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| 8. | Consultant’s Representations, Warranties and Covenants. Consultant represents, warrants and covenants to the Company as follows: |
| a. | Consultant will comply with all applicable laws in its performance under this Consulting Agreement. |
| b. | Consultant has the knowledge, experience and skills to perform the Consulting Services. |
| c. | Consultant’s performance under this Consulting Agreement will not result in a breach of any contract with, or duty owed to, another party. |
| d. | Consultant will not use or disclose to the Company any third party’s confidential information. |
| e. | Consultant’s performance hereunder shall not violate, infringe or misappropriate the intellectual property rights of any third party. All documents or materials delivered to the Company shall be original work and will not violate any intellectual property right of any third party. |
| f. | No conflict of interest exists between the Consultant’s other contracts for services or other employment, if any, and Consultant will ensure that no such conflict arises during the Term. |
| 9. | Indemnification. The Company shall indemnify the Consultant from each demand, claim, loss, liability or damage, including actual attorney’s fees, incurred in connection with any claim which is made by a third party with respect to the Consulting Services, or any deliverables provided as part of the Consulting Services, other than claims caused by the gross negligence or willful misconduct of Consultant. |
| 10. | Miscellaneous. |
| a. | No Waiver. No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of such right or remedy with respect to such occurrence or event in the future. No waiver of any obligations under this Consulting Agreement shall be effective unless in writing and signed by the Company and Consultant. |
| b. | Governing Law. The laws of the State of Illinois shall govern all matters arising out of this Consulting Agreement. The state or federal courts located in Cook County, Illinois are the exclusive and agreed-upon forum for the resolution of all disputes arising from this Consulting Agreement. |
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| c. | Reformation and Severability. If any provision of this Consulting Agreement shall be held to be invalid or unenforceable, such decision shall not affect or invalidate the remainder of this Consulting Agreement. If the invalid or unenforceable provision cannot be reformed, the other provisions of this Consulting Agreement shall be given full effect and the invalid or unenforceable provisions shall be deemed deleted. |
| d. | Assignment. Consultant may not assign, transfer or delegate this Consulting Agreement or any of its rights, interests or obligations hereunder, to any person, firm, or other entity without the Company’s prior written consent. Any attempt to assign this Consulting Agreement without such consent shall be void. This Consulting Agreement shall inure to the benefit and the burden of, and shall be binding upon, the parties’ respective successors and permitted assigns. |
| e. | Entire Agreement. This Consulting Agreement embodies the entire agreement between the Company and Consultant relating to the subject matter hereof, provided however that this Consulting Agreement is intended to supplement, and not supersede, any signed written agreements entered into by Consultant during Consultant’s previous employment with the Company regarding the protection of trade secrets and confidential information. No changes, modifications or amendments shall be valid unless agreed upon by the parties in writing. |
| f. | Counterparts. The parties may execute this Consulting Agreement in multiple counterparts, each of which is deemed an original, and all of which, collectively, constitute only one agreement. |
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IN WITNESS WHEREOF, the parties have caused this Consulting Agreement to be executed by their duly authorized representatives.
| MOLSON COORS BEVERAGE CO. | CONSULTANT | |||
| By: | /s/ Gavin Hattersley | By: | /s/ Anne-Marie Wieland D'Angelo | |
| Name: | Gavin Hattersley | Name: | Anne-Marie Wieland D'Angelo | |
| Title: | CEO | |||
| Date: | April 6, 2023 | Date: | April 6, 2023 | |
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Exhibit 10.2
Execution Version
MOLSON COORS BEVERAGE COMPANY
GENERAL WAIVER AND RELEASE AGREEMENT
By signing this General Waiver and Release Agreement (“Agreement”), ANNE-MARIE WIELAND D’ANGELO (the “Executive”), will receive the consideration outlined herein and will release all claims (except as otherwise provided in Section 2) against MOLSON COORS BEVERAGE COMPANY and all of its direct and indirect subsidiaries (together, the “Company”) and the Molson Coors Released Parties as outlined below:
WHEREAS, Executive currently serves as the Chief Legal and Government Affairs Officer of the Company;
WHEREAS, Executive resigned from all her positions at the Company on April 6, 2023 (the “Resignation Date”);
WHEREAS, the Company and Executive mutually agreed that Executive shall provide services as an independent contractor for the Company as governed by the terms of a separate consulting services agreement; and
WHEREAS, to facilitate Executive’s transition from employment with the Company, the Company and Executive wish to fully and finally set forth the terms of Executive’s separation, as described herein.
NOW THEREFORE, in consideration of the representations, promises, covenants, agreements and acknowledgments made herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive agree as follows:
| 1. | Consulting Agreement and Acknowledgment of No Separation Payments. |
As consideration for Executive’s promises in this Agreement, including in particular the release which forms a material part of this Agreement, if Executive enters into and abides by this Agreement, Executive will receive the following:
| a. | The Company will enter into a consulting agreement concurrently with this Agreement to provide services as an independent contractor for the Company from the Resignation Date through December 31, 2023 (the “Consulting Agreement”). For the avoidance of doubt, if Executive does not enter into this Agreement, Executive will not receive any of the pay or benefits set forth in the Consulting Agreement. |
| b. | Executive acknowledges and agrees that the Consulting Agreement and benefits thereunder constitutes good and valuable consideration for Executive’s release of claims in this Agreement. |
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| c. | Executive understands and agrees that Executive has been paid all compensation and wages owed to Executive by the Company, and that the benefits provided for in this Section 1 are above and beyond any payment to which Executive is already entitled. For the avoidance of doubt, such compensation and wages includes wages, holiday pay, bonuses, allowances, accrued but unpaid sick/vacation pay, and any other amounts to which Executive is statutorily entitled. Executive further understands that Executive will not receive any compensation, long-term or short-term incentives or benefits other than what is set forth in this Section 1 or the Consulting Agreement. |
| 2. | Releases of Claims and Exception Thereto. |
| a. | General Release of Claims. Except as described below and to the extent permitted by law, Executive hereby waives and releases the Molson Coors Released Parties (as defined in Section 5) from, and covenant not to sue the Molson Coors Released Parties with respect to, any and all claims Executive has against the Molson Coors Released Parties. The release in this Section 2.a shall be referred to as the “General Release”. Claims released pursuant to this General Release include, but are not limited to, any claims, causes of action, rights, actions, suits, charges, or disputes that have been or could have been asserted against any one of the Molson Coors Released Parties arising out of, in connection with, or in any way related to: Executive’s employment with or separation from the Company; any and all claims in tort or contract, and any and all claims alleging breach of an express or implied, or oral or written, contract; any pay, compensation, or benefits, including bonuses, commissions, equity, expenses, incentives, insurance, paid/unpaid leave, profit sharing, or separation pay/benefits; unlawful or tortious conduct; fiduciary breach; whistleblowing; any alleged misrepresentation, fraud, defamation, slander, disparagement, interference with contract, intentional or negligent infliction of emotional distress, personal injury, sexual harassment, negligence or wrongful discharge; any federal, state or local law, statute, ordinance or regulation, including but not limited to all labor and employment discrimination, harassment or retaliation laws except those described in Section 2.b; and any and all claims for alleged violation of the National Labor Relations Act (NLRA) (to the extent permitted by law), Title VII of the Civil Rights Act (Title VII), the Equal Pay Act (EPA), the Americans With Disabilities Act of 1990 (ADA), the Older Workers Benefit Protection Act (OWBPA); the Employee Retirement income Security Act (excluding vested benefits) (ERISA); the Rehabilitation Act, the Occupational Safety and Health Act (OSHA), the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Fair Labor Standards Act (FLSA), the Family and Medical Leave Act (FMLA), the Illinois Human Rights Act (IHRA), the Right to Privacy in the Workplace Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois One Day Rest in Seven Act, the Illinois Union Employee Health and Benefits Protection Act, the Illinois Employment Contract Act, the Illinois Labor Dispute Act, the Victims’ Economic Security and Safety Act, the Illinois Whistleblower Act, the Illinois Equal Pay Act, and the Illinois Biometric Information Privacy Act (all as amended), all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law; and any participation in any class, collective, or representative action against the Company. |
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EXCEPTION: Executive understands that nothing in this Agreement shall be construed to prohibit her from filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC) or a state or local fair employment practices agency, National Labor Relations Board (NLRB), the Securities and Exchange Commission (SEC) or any other government agency charged with enforcement of any law (“Government Agencies”). However, Executive understand that Executive is waiving the right to recover monetary damages or other relief in connection with any such charge, including class or collective action rulings, but not the right to receive an award pursuant to any whistleblower provisions for information provided to any Government Agencies. This Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.
Further, this General Release does not apply to, waive or affect any rights or claim relating to (i) directors’ and officers’ liability insurance coverage, legal liability insurance or any right of indemnification under the Company’s or its affiliates’ organizational documents, applicable law or otherwise (which shall expressly survive and continue following Executive’s termination of employment), (ii) any right to the payments and benefits to which Executive is entitled under the Consulting Agreement, and (iii) any rights Executive may have as a member or holder of equity or other securities of the Company or its affiliates.
| b. | Executive is not aware of any unreported compliance concerns or other unreported concerns related to or claims against the Company or any Molson Coors Released Parties, as defined in Section 5 below. Executive agrees that: (i) no one has interfered with Executive’s ability to report within the Company possible violations of any law, and (ii) it is the Company’s policy to encourage such reporting. |
| c. | The Company hereby represents that it is not aware (based upon reasonable investigation) of any claims or causes of action against Executive. |
| 3. | Claims to Which Agreement Applies. |
Except as otherwise provided in Section 2.b, the release in this Agreement applies both to claims which are now known or are later discovered. However, the release in this Agreement does not apply to any claims that may arise after the date Executive executes the Agreement. Nor does the release in this Agreement apply to any claims which may not be released under applicable law.
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| 4. | Promise Not To Sue. |
A “promise not to sue” means Executive promises not to sue the Company or any Molson Coors Released Parties, as defined in Section 5 below, in court. This is different from the General Release above. Besides releasing claims covered by that General Release, Executive agrees never to sue the Company or any Molson Coors Released Parties for any reason covered by that General Release. Executive shall not institute nor be represented as a party in any lawsuit, claim, complaint or other proceeding against or involving the Company or any Molson Coors Released Parties based on Executive’s employment with or provision of services to the Company or upon any act or omission occurring up to and including the date this Agreement is fully executed whether as an individual or class action, under any federal, state or local laws, rules, regulations or any other basis. Further, Executive shall not seek or accept any award or settlement from any such source or proceeding (not including unemployment insurance proceedings). In the event that Executive institutes, is a knowing participant, or is a willing member of a class that institutes any such action, Executive’s claims shall be dismissed or class membership terminated with prejudice immediately upon presentation of this Agreement. If Executive sues the Company or any Molson Coors Released Parties in violation of this Agreement, Executive shall be required to pay that party’s reasonable attorney fees and other litigation costs incurred in defending against Executive’s suit. In that event, the Company shall be excused from any remaining obligations that exist solely because of this Agreement and may terminate the Consulting Agreement immediately for cause, without any penalties or breach thereunder.
| 5. | Agreement Covers Claims Against Released Parties. |
For purposes of this Agreement, the term “Molson Coors Released Parties” includes Molson Coors Beverage Company and any of its present, former and future owners, parents, affiliates and subsidiaries and its and their directors, officers, members, shareholders, employees, agents, servants, representatives, predecessors, successors, and assigns, in each case, in their capacity as such. Therefore, the claims released include claims Executive has against any such persons or entities.
| 6. | Waiver of Re-Employment. |
In consideration of the benefits described in Section 1 of this Agreement, Executive agrees not to seek employment, including temporary work, with the Company, and Executive expressly waives any right to do so. Executive further agrees that if Executive inadvertently applies for employment with any such entity, Executive will immediately withdraw such application upon notification. Executive further agrees and recognizes that if Executive applies and/or is hired by the Company, this Agreement is sufficient and appropriate legal grounds for the Company to deny employment and/or terminate Executive’s employment.
| 7. | The Terms “Claims” and “Release” are Construed Broadly. |
As used in this Agreement, the term “claims” shall be construed broadly and shall be read to include, for example, the terms “rights”, “causes of action (whether arising in law or equity)”, “damages”, “demands”, “obligations”, “grievances” and “liabilities” of any kind or character. Similarly, the term “release” shall be construed broadly and shall be read to include, for example, the terms “discharge” and “waive”.
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| 8. | Agreement Binding on Employee and Related Parties. |
This Agreement shall be binding upon Executive and Executive’s agents, attorneys, personal representatives, executors, administrators, heirs, beneficiaries, successors, and assigns.
| 9. | Recovery of Outstanding Debts or Damages. |
Executive agrees that if at the time Executive signs this Agreement, or any time during Executive’s consulting period under the terms of the Consulting Agreement, the Company learns of any bona fide outstanding debts, damages or theft caused or owed by Executive that the Company has Executive’s consent to deduct any said debts or damages from Executive’s consulting pay and that, if requested, Executive will provide consent in writing to the Company at the time of the deduction.
| 10. | Applicable Law. |
Illinois law will apply in connection with any dispute or proceeding concerning this Agreement, without regard to choice of law rules.
| 11. | Additional Consideration. |
Executive has executed this Agreement in consideration for the benefits described in Section 1 above. Executive acknowledges that these benefits represent consideration in addition to anything of value that Executive is otherwise entitled to receive from the Company. These benefits are sufficient to support this Agreement.
| 12. | Confidentiality. |
In exchange for the payments and benefits described in Section 1 above, except as otherwise provided in Section 2 and as provided in this section, Executive agrees that Executive will not divulge proprietary or confidential information relating to the Company.
EXCEPTION: Executive agrees that Executive may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of the law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. Additionally, in the event Executive files a lawsuit against the Company for retaliation by the Company against Executive for reporting a suspected violation of law, Executive understands that Executive has the right to provide trade secret information to Executive’s attorney and use the trade secret information in the court proceeding, although Executive must file any document containing the trade secret under seal and Executive may not disclose the trade secret, except pursuant to court order.
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| 13. | Non-Disparagement. |
In exchange for the payments and benefits described in Section 1 above, except as otherwise provided in Section 2, Executive agrees not to engage in any disparaging, harassing, intimidating, threatening or otherwise detrimental conduct, comments, action or behavior (whether in person or via telephone, mail, e-mail, on social media, or otherwise) about the Molson Coors Released Parties, as defined in Section 5, or their products, services or practices. In particular, Executive agrees not to do or say anything which criticizes or disparages the Molson Coors Released Parties, or its or their products, services, management, conduct, policies or practices; or which disrupts or impairs the Company’s normal, ongoing business operations; or which harms the Company’s reputation with its employees, customers, counsel, or the public.
The Company agrees that it will not direct, instruct or consent to anyone in their Company capacity to make or otherwise communicate any malicious or false remarks about the Executive, and will specifically direct (and use reasonable efforts to maintain compliance with such direction) its directors and executive officers to not make any such false and malicious remarks about Executive, including any such false and malicious comments about Executive’s employment with or resignation of employment with the Company.
| 14. | Employment Verification/References. |
After this Agreement becomes effective, Executive agrees to instruct future prospective employers to make inquiries concerning Executive’s employment at the Company to The Work Number at www.theworknumber.com or (800) 367-5690 and enter Employer Code 10119. In response to any such inquiries concerning Executive’s employment, the Company will disclose only dates of employment and last job title.
| 15. | Voluntary Agreement and Opportunity to Consider this Agreement. |
By signing this Agreement, Executive acknowledges and agrees that Executive has been advised of and understand the following: (i) Executive has carefully read and fully understand all provisions of this Agreement; (ii) Executive is receiving valid consideration for this Agreement that is in addition to anything of value to which Executive is already entitled; (iii) this Agreement does not waive rights or claims that may arise after it is executed; (iv) by signing this Agreement, Executive is waiving rights under the ADEA (and as amended by the OWBPA); (v) Executive has been advised and given the opportunity to consult with an attorney of Executive’s choice before signing this Agreement; (vii) solely with respect to Executive’s release of any claims under the ADEA, Executive has been provided twenty-one (21) days to consider this Agreement before signing it or Executive has freely and knowingly waived the right to consider this Agreement for a full twenty-one (21) days by executing the Agreement before the expiration of the 21-day period; and (viii) Executive has a full seven (7) days following the execution of this Agreement to revoke this Agreement solely with respect to any claims under the ADEA and the remainder of the Agreement will remain effective as of the Effective Date, as defined in Section 23 below. To revoke, Executive must deliver a written statement of revocation to Dave Osswald no later than midnight on the seventh (7th) day after Executive signed this Agreement. If Executive revokes with respect to the claims under the ADEA, Executive will forfeit the right to provide services under the Consulting Agreement and the consulting consideration provided thereunder, as provided in Section 1 above, Executive will receive and retain one thousand dollars ($1,000) of consideration for the Agreement and the remaining terms and conditions of the Agreement will continue to apply.
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| 16. | All Representations in Documents. |
In entering into this Agreement, Executive acknowledges that Executive has not relied on any verbal or written representations by any Company representative other than those explicitly set forth in this Agreement. This Agreement sets forth the entire agreement between the Company and Executive and completely supersedes any prior agreements, oral statements or understandings concerning the termination of Executive’s employment and any benefits Executive might receive following that termination. This Agreement does not supersede Executive’s obligations and the Company’s rights under any confidentiality, intellectual property, or any other restrictive covenant Executive may have signed with the Company. Executive further acknowledges that the severance payments and other benefits provided in this Agreement constitute a compromise settlement payment of expenses, costs, attorney fees, compensatory damages, punitive damages, and any damages alleged to have been sustained by Executive, and waiver of Executive’s present and future employment rights. Executive agrees that Executive is not entitled to any other severance, benefits, vacation, bonus, commission, paid time off, other wages, or other payments of any kinds, except those described in this Agreement.
| 17. | Consultation with Attorney. |
The Company hereby advises Executive to consult with an attorney before signing this Agreement and Executive has done so or had the opportunity to do so.
| 18. | Suit in Violation of this Agreement—Loss of Payments and Benefits and Payment of Costs. |
Executive understands and agrees that if Executive breaches any obligations under this Agreement, Executive shall forfeit entitlement to any benefits under this Agreement and may be required by the Company to repay any payments or benefits Executive has already received. If Executive brings an action against the Molson Coors Released Parties in violation of this Agreement or if Executive brings an action asking that the Agreement be declared invalid or unenforceable, Executive agrees that prior to the commencement of such an action Executive will tender back to the Company all payments which Executive has received as consideration for this Agreement and that all remaining payments and benefits to be provided to Executive as consideration for this Agreement will permanently cease as of the date such action is initiated. If Executive’s action is unsuccessful or if the Company successfully brings an action for Executive’s failure to comply with the terms of this Agreement, Executive further agrees that Executive will pay all costs, expenses and reasonable attorneys’ fees incurred by the Company in its successful defense against the Executive’s action or in its successful prosecution of the action it brought. However, the previous sentences shall not be applicable to an action if Executive brings it to challenge the validity of this Agreement under the Age Discrimination in Employment Act (which Executive may do without penalty under this Agreement). Executive understands that nothing in this Agreement prohibits or limits Executive’s right to challenge the validity of this Agreement under the Older Worker’s Benefit Protection Act (“OWBPA”).
Notwithstanding anything set forth herein to the contrary, the Executive shall not be deemed to have breached this Agreement unless the Company has provided the Executive with written notice detailing such breach and provided the Executive with a reasonable opportunity to cure such breach (if curable).
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| 19. | Partial Invalidity of Agreement. |
If any part of this Agreement is held to be unenforceable, invalid or void, then the balance of this Agreement shall nonetheless remain in full force and effect to the extent permitted by law.
| 20. | Headings. |
The headings and subheadings in this Agreement are inserted for convenience and are not to be used in construing the Agreement.
| 21. | Return of Property. |
Executive agrees to immediately return to the Company all Company documents, equipment and property, including but not limited to, all reports, memoranda, records, computerized information, memory devices, phone, keys, employee ID, manuals, and other property which Executive prepared and/or received in connection with Executive’s affiliation with the Company and which are currently in Executive’s possession, care, custody, or control. Executive agrees not to retain any copies, duplicates, or portions of such Company documents or information. The benefits provided for in this Agreement will be contingent on Executive’s timely return of such property in reasonable condition.
Notwithstanding the foregoing, Executive shall retain her laptop computer and any hardware reasonably related to continued operation of the laptop computer. Company shall be entitled to and responsible for the removal of any Company-related information from the hard drive of such laptop.
| 22. | No Liability. |
Executive understands that neither this Agreement, the Company’s furnishing of the consideration for the release in this Agreement, nor any action taken by the Company in compliance with the terms of this Agreement constitutes or shall be construed as an admission of liability by the Company or that the Company has engaged in unlawful conduct, nor shall it in any way support a finding that Executive is a “prevailing party” within the meaning of any statute.
| 23. | Effective Date. |
This Agreement shall be effective and was executed by the Parties on the Resignation Date and shall be effective on the eighth (8th) calendar day after Executive executes this Agreement solely with respect to the release of any claims under the ADEA (together the “Effective Date”).
| 24. | Entire Agreement. |
This Agreement, which incorporates the Reaffirmation attached hereto as Exhibit A and the Consulting Agreement entered into concurrently with this Agreement, is the complete understanding between the Company and me. It replaces any other agreements, representations or promises, written or oral related to the matters described herein. To the extent another agreement remains legally binding on the Company and/or the Executive and the terms of such agreement conflict with the terms herein, the agreement including terms that are more favorable to the Company shall govern.
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Executive’s agreement with the terms and conditions of this Agreement is signified by Executive’s signature below. Furthermore, Executive acknowledges that Executive has read and understand this Agreement and that Executive has signed this release of all claims voluntarily and without coercion, with full appreciation that at no time in the future may Executive pursue any of the rights Executive has waived in this Agreement. Executive is aware that this Agreement includes a release of all known and unknown claims. By signing below, Executive agrees Executive had the opportunity to negotiate this Agreement with the Company and this Agreement shall not be construed for or against either party as a drafter of its terms. Executive further agrees that Executive was advised in writing, by getting a copy of this Agreement, to consult with an attorney before signing below.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.
| MOLSON COORS BEVERAGE CO. | EXECUTIVE | |||
| By: | /s/ Gavin Hattersley | By: | /s/ Anne-Marie Wieland D'Angelo | |
| Name: | Gavin Hattersley | Name: | Anne-Marie Wieland D'Angelo | |
| Title: | CEO | |||
| Date: | April 6, 2023 | Date: | April 6, 2023 | |
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EXHIBIT A
MOLSON COORS BEVERAGE COMPANY
REAFFIRMATION OF THE GENERAL WAIVER AND RELEASE AGREEMENT
This Reaffirmation of the General Waiver and Release Agreement (“Reaffirmation”) supplements the attached General Waiver and Release Agreement, dated April 6, 2023 (the “Agreement”) previously entered into between ANNE-MARIE WIELAND D’ANGELO, (for herself, her family, beneficiaries and anyone acting for her) (the “Executive”), and MOLSON COORS BEVERAGE COMPANY and all of its direct and indirect subsidiaries (together, the “Company”) and the Molson Coors Released Parties.
| 1. | Executive hereby reaffirms the validity and terms of the Agreement, which is incorporated by reference into this Reaffirmation. Executive reaffirms that Executive has complied with all the terms of the Agreement and that Executive will continue to do so. Executive also reaffirms agreement to all the terms of the Agreement. |
| 2. | The Company hereby reaffirms the validity and terms of Agreement, which is incorporated by reference into this Reaffirmation. The Company reaffirms that it has complied with all the terms of the Agreement and that it will continue to do so. The Company also reaffirms its agreement to all the terms of the Agreement. |
| 3. | In consideration of the promises and covenants made in the Agreement, Executive hereby unconditionally and irrevocably releases, waives, discharges, and gives up, to the fullest extent permitted by law, any and all claims covered by the General Release that Executive may have against any of the Molson Coors Released Parties, arising on or prior to the date of Executive’s execution and delivery of this Reaffirmation to the Company. This paragraph releases all Released Claims including those of which Employee is not aware, to the extent permitted by law. Executive specifically releases any and all claims arising out of Executive’s employment or termination of employment with the Company. Executive expressly acknowledges and agrees that, by entering into this Reaffirmation, Executive is releasing and waiving any and all released claims, including, without limitation, claims that Executive may have arising under the Age Discrimination in Employment Act (“ADEA”) as amended by the Older Workers Benefit Protection Act (“OWBPA”), which have arisen on or before the date of Executive’s execution and delivery of this Reaffirmation to the Company. Notwithstanding the foregoing, this release does not include the matters set forth in the subsection captioned “Exception” in Section 2 of the Agreement. |
| 4. | Executive agrees that Executive has been advised of and acknowledge the following: |
| a. | Executive has carefully read and fully understand all provisions of this Reaffirmation; |
| b. | Executive is receiving valid consideration for this Reaffirmation that is in addition to anything of value to which Executive is already entitled; |
| c. | this Reaffirmation does not waive rights or claims that may arise after it is executed; |
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| d. | by signing this Reaffirmation, Executive is waiving rights under the ADEA as amended by the OWBPA; |
| e. | Executive has been advised and given the opportunity to consult with an attorney of Executive’s choice before signing this Reaffirmation; Executive was provided twenty-one (21) days to consider this Reaffirmation before signing it; and |
| f. | Executive may revoke this Reaffirmation at any time up to seven (7) days after signing this Reaffirmation. The Reaffirmation shall not become effective until the revocation period has expired. |
After Executive signs this Reaffirmation, Executive acknowledges the Reaffirmation may be revoked within seven (7) days by sending written notice of revocation to Dave Osswald. This Reaffirmation is not effective or enforceable until the revocation period expires.
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IN WITNESS WHEREOF, the parties have caused this Reaffirmation to be executed by their duly authorized representatives.
| MOLSON COORS BEVERAGE CO. | EXECUTIVE | |||
| By: | By: | |||
| Name: | Name: | Anne-Marie Wieland D'Angelo | ||
| Title: | ||||
| Date: | Date: | |||
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