AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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EXHIBIT 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") by and among Molson Coors Brewing Company, a Delaware corporation and Peter H. Coors (the "Executive"), is dated as of December 31, 2008.

W I T N E S S E T H :

        WHEREAS, on February 9, 2005 (the "Merger Date"), Molson, Inc. ("Molson") and Adolph Coors Company ("Coors") completed the transactions to combine Molson and Coors in a merger to form Molson Coors Brewing Company (the "Company"); and

        WHEREAS, prior to the Merger Date, the Executive was employed as the Chairman of Coors and Executive Chairman of Coors Brewing Company ("CBC"), a wholly-owned subsidiary of Coors and in connection therewith had entered into a change in control agreement with Coors (the "CIC Agreement") which became effective as of the Merger Date; and

        WHEREAS, since the Merger Date, Executive has served as Vice Chairman of the Company and been employed as the Executive Chairman of CBC; and

        WHEREAS, the Company desires that Executive continue to serve as Vice Chairman of the Company and to cause CBC to employ the Executive as the Executive Chairman of CBC and the Executive desires to so serve and remain in such employ; and

        WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of his employment by the Company.

        NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

         1.      Effective Date; Employment Period .    The Agreement was originally effective June 27, 2005 (the "Effective Date"). The Company hereby agrees to continue to cause CBC to employ the Executive for the period beginning on the Effective Date though the period ending on the third anniversary of the Effective Date (the "Employment Period"); provided, however, that commencing on first anniversary of the Effective Date, and on each annual anniversary thereafter (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), the Employment Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least six (6) months prior to a Renewal Date the Company's Board of Directors, acting pursuant to such vote as may be required under the Company's Bylaws, shall give notice to the Executive that the Employment Period will not be so extended. Effective January 1, 2009, notice of non-renewal given by the Company's Board of Directors shall constitute the termination of Executive's employment by the Company pursuant to Section 4(b) hereof effective as of the last day of the Employment Period unless the Company satisfies the requirements of Section 3(b) for a termination for Cause or otherwise enters into an agreement with the Executive that supersedes this Employment Agreement.

         2.      Terms of Employment .

        (a)    Position and Duties .

        (i)    During the Employment Period, the Executive shall be employed Executive Chairman of CBC and shall have such duties, responsibilities, power and authority as contemplated by the Bylaws of CBC as in effect on the date hereof, and shall have such other duties and responsibilities as may be assigned to him by the Company or CBC commensurate with his position as Executive Chairman of CBC. Executive shall report to the Company's and CBC's board of directors.

        (ii)   During the Employment Period, Executive shall serve as a member of the Company's Board of Directors and as Vice Chairman or Chairman thereof subject to re-nomination or re-election in accordance with the provisions of the Company's Restated Certificate of Incorporation and Bylaws. Executive acknowledges that for so long as Executive is employed under this Agreement, he shall not be entitled to any additional compensation for his service as Vice Chairman, or Chairman or as a director. Executive shall not be considered an executive officer of the Company subject to Section 2.2.6 of the Company's Bylaws.

        (iii)  During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and to discharge the responsibilities assigned to the Executive hereunder. During the Employment Period, the Executive may (A) serve on civic or charitable boards or committees of not for profit or similar organizations, (B) teach, and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. In addition, Executive may continue to serve on those corporate boards of which he is a member on the Effective Date and on other corporate boards with the consent of the Board.

        (b)    Compensation .

        (i)     Base Salary .    During the Employment Period, the Executive shall receive an annual base salary of $850,000 ("Annual Base Salary"), effective as of January 1, 2008, which shall be paid in accordance with the Company's payroll policies for senior executive officers. During the Employment Period, the Annual Base Salary shall be reviewed at least annually in a manner consistent with competitive pay practices and commensurate with the review of salaries for other senior executives of the Company, and may be increased as a result of such review. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

        (ii)    Annual Bonus .    In addition to Annual Base Salary, the Executive shall be entitled to participate, with respect to each fiscal year ending during the Employment Period, in the annual bonus plan (the "Annual Bonus") applicable generally to senior executive officers of the Company and its subsidiaries, with a target annual bonus (the "Target Bonus") of no less than 80% of Executive's Annual Base Salary. Each such Annual Bonus shall be paid no later than the date when annual bonuses are paid to other senior executive officers, unless the Executive shall elect to defer the receipt of such Annual Bonus.

        (iii)   Employee Benefits and Perquisites .    During the Employment Period, the Executive shall be entitled to participate in all employee benefit, deferred compensation and perquisites plans and programs made available generally to senior executive officers of the Company or its subsidiaries at a level commensurate with his position.

         (iv)   Long Term Incentive Awards .    During each year of the Employment Period, the Executive shall be eligible to receive cash and/or equity awards under the Company's Incentive Compensation Plan or any successor plan commensurate with his position and consistent with such awards granted to senior executives of the Company or its subsidiaries.

        (v)    Retention Compensation .    As consideration for the Executive's agreement to remain with the Company and to supersede and replace the CIC Agreement, the Company awarded to Executive 40,000 restricted stock units under the Company's Incentive Compensation Plan (the "Retention Award"). These RSUs shall vest in increments of 8,000 RSUs on the each of

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the first five anniversaries of the grant date and shall be subject to accelerated vesting as provided under this Agreement; provided, however, that delivery of shares or other property deliverable upon the vesting of the RSUs shall be deferred until the date which is six (6) months after the date of termination of Executive's employment for any reason.

        (vi)   Expenses .    During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the Company's standard expense reimbursement policy.

        (vii)  Vacation .    During the Employment Period, the Executive shall be entitled to no less than five (5) weeks of vacation per year.

         3.      Termination of Employment .

        (a)    Death or Disability .

        (i)    The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period.

        (ii)   If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"); provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive days as a result of incapacity due to mental or physical illness which is determined to be a disability pursuant to the Company's then existing long term disability plan or, in the absence of such a plan, a disability determined to be total and permanent by a physician selected by the Company and acceptable to the Executive or the Executive's legal representative.

        (b)    Cause .    The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

        (i)    conviction of a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or

        (ii)   a reasonable determination by the Board of Directors of the Company ("Board") that Executive has (A) willfully and continuously failed to perform substantially the Executive's duties (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner(s) in which the Executive has not substantially performed the Executive's duties, (B) engaged in illegal conduct, an act of dishonesty or gross misconduct injurious to the Company, or (C) knowingly violated a material requirement of the Company's ethical code of conduct or his fiduciary duty to the Company.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to

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be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the members of the Board of Directors at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith determination of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii)(A), (B) or (C) above, and specifying the particulars thereof in detail. The Company must notify the Executive of any event constituting Cause within sixty (60) days following the Company's knowledge of its existence or such event shall not constitute Cause under this Agreement.

        (c)    Good Reason .    The Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall exist upon the occurrence, without the Executive's consent, of any one or more of the following circumstances:

        (i)    any material reduction of the Executive's base compensation which is in effect on the Effective Date (and as increased from time to time thereafter); provided that any reduction that is as part of a general reduction in the base compensation of executives of the same grade level shall not be "Good Reason";

        (ii)   any action or inaction by the Company that constitutes a material breach by the Company of any applicable plan, program or agreement under which the Executive provides services;

        (iii)  the material reduction or material adverse modification of the Executive's title, status, position, responsibilities or authority contemplated by Section 2(a) of this Agreement (and as such authorities and duties may be increased from time to time), such that the Executive's title, status, position, authority or responsibilities are inconsistent with, or commonly considered to be of lesser stature than, those in effect prior to the reduction or modification, as the same may, for example, be evidenced by (A) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of to the Board, or (B) a material diminution in the budget over which the Executive has authority; or

        (iv)  any requirement that the Executive relocate his principal place of employment by more than a fifty (50)-mile radius from its location on the Effective Date;

        Notwithstanding the foregoing, any of the circumstances described above may not serve as a basis for resignation for "Good Reason" by the Executive unless (A) the Executive has provided written notice to the Company that such circumstance exists within ninety (90) days of the initial existence of such circumstance and the Company has failed to cure such circumstance within thirty (30) days following such notice; and (B) the Executive's Separation from Service due to such circumstance occurs within the one (1) year period following the initial existence of such circumstance.

        (d)    Termination Without Cause or Without Good Reason .    The Executive's employment may be terminated by the Company without Cause or by the Executive without Good Reason at any time.

        (e)    Notice of Termination .    Any termination by the Company or the Executive shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt

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of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.

        (f)     Date of Termination .    "Date of Termination" means (i) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be, and (ii) if the Executive's employment is terminated for any other reason, the date of receipt of the Notice of Termination or any later date up to thirty (30) days thereafter as specified in such Notice of Termination.

        (g)   "Termination of employment," "termination," or words of similar import, as used in this Employment Agreement means, for purposes of any payments under this Employment Agreement that are payments of deferred compensation subject to Code Section 409A, the Executive's "separation from service" as defined in Treasury Regulation Section 1.409A-1(h)(1). For this purpose, a "separation from service" is deemed to occur on the date that the Company and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after that date (whether as an employee or independent contractor) would permanently decrease to a level that, based on the facts and circumstances would constitute a separation from service; provided that, a decrease to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The bona fide services taken into account for this purpose shall be services for the Company and any business entity in which the Company directly or indirectly has an ownership interest of at least fifty percent (50%); provided that, at any time prior to the date the time and form of payment of deferred compensation is set, with respect to any business entity in which the Company has less than a fifty percent (50%) interest, "at least twenty percent (20%)" may be substituted for "at least fifty percent (50%)" where based on legitimate business criteria.

         4.      Obligations of the Company upon Termination .

        (a)    Death or Disability .    If the Executive's employment is terminated by reason of the Executive's death or Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive under this Agreement, other than for payment of: (i) any unpaid Annual Base Salary through the Date of Termination; (ii) any accrued vacation in accordance with Company policy; (iii) any unpaid Annual Bonus earned with respect to any fiscal year ending on or preceding the Date of Termination; (iv) reimbursement for any unreimbursed expenses incurred through the Date of Termination; and (v) all other payments, benefits or perquisites to which the Executive may be entitled under the terms of any applicable compensation arrangement or benefit, equity, fringe benefit or perquisite plan or program or grant or this Agreement (collectively the "Accrued Obligations"). Accrued Obligations shall be paid to the Executive or Executive's estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) days of the Date of Termination. In addition, the Retention Award shall become fully vested as of such Date of Termination.

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        (b)    Good Reason; Other Than for Cause .    If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:

        (i)    the Company shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination the aggregate of the following amounts:

        (A)  the Accrued Obligations;

        (B)  the amount equal to the sum of (1) the Executive's Annual Base Salary through the end of the Company's fiscal year in which the Date of Termination occurs, and (2) the Target Bonus for the fiscal year in which the Date of Termination occurs;

        (C)  the amount equal to the product of (1) three and (2) the sum of the Executive's Annual Base Salary and his Target Bonus;

        (D)  the amount equal to the product of (1) three and (2) 25% of the Executive's Annual Base Salary (which amount is in lieu of continuing employee benefits and perquisites (provided that Executive and his dependents shall retain rights to any Accrued Obligations and to elect and maintain COBRA coverage)).

        (ii)   With respect to any options, stock appreciation rights, restricted stock, restricted stock units (including the Retention Award) or other stock-based awards held by the Executive under the Company's Incentive Compensation Plan, or any successor plan, on the Date of Termination all restrictions on awards of restricted stock or restricted stock units and other stock-based awards (other than stock options and stock appreciation rights) will be canceled and such awards shall vest, and all outstanding stock options and stock appreciation rights that have not fully vested, shall vest and become immediately exercisable, in each case only to the extent such awards were scheduled to become vested and exercisable during the 36-month period following the Date of Termination; provided, that with respect to any stock options and stock appreciation rights, the options and stock appreciation rights shall remain exercisable until the earlier of (x) the expiration of the option or stock appreciation rights term or (y) one (1) year after the Date of Termination; and provided further that any portion of any such portion of any such awards that remains unvested after application of the preceding provisions of this paragraph (c) shall be forfeited as of the Date of Termination and shall not thereafter become vested or exercisable.

        (c)    Condition Precedent to R