Exhibit 10.1
COMCAST CORPORATION
2002 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(As Amended And Restated, Effective May 14, 2013)
| 1. | BACKGROUND AND PURPOSE |
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the Comcast Corporation 2002 Non-Employee Director Compensation Plan,effective May 14, 2013, except as otherwise specifically provided herein. The purpose of the Plan is to provide Non-Employee Directors of COMCAST CORPORATION (the “Company”) with compensation for services to the Company.
| 2. | DEFINITIONS |
(a) “Annual Retainer” means the amount payable for service as a Non-Employee Director for a calendar year, as a member of the Board, and as a member of one or more Committees as determined under Paragraph 3(a) of the Plan.
(b) “Board” means the Board of Directors of the Company.
(c) “Board Meeting” means a meeting of the Board, whether in person or by telephone.
(d) “Committee” means a duly-constituted committee of the Board.
(e) “Committee Meeting” means a meeting of a Committee, whether in person or by telephone, other than a meeting of a Committee that is convened and held during a Board Meeting.
(f) “Company” means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.
(g) “Deferred Compensation Plan” means the Comcast Corporation 2005 Deferred Compensation Plan, as amended from time to time, or such other more recently-adopted plan pursuant to which a Non-Employee Director may elect to defer the receipt of compensation for service as a Non-Employee Director.
(h) “Director Emeritus” means an individual designated by the Board, in its sole discretion, as Director Emeritus, pursuant to the Board’s Director Emeritus Policy.
(i) “Fair Market Value” means:
(i) If Shares are listed on a stock exchange, Fair Market Value shall be determined based on the last reported sale price of a Share on the principal exchange on which Shares are listed on the date of determination, or if such date is not a trading day, the next trading date.
(ii) If Shares are not so listed, but trades of Shares are reported on the Nasdaq National Market, Fair Market Value shall be determined based on the last quoted sale price of a Share on the Nasdaq National Market on the date of determination, or if such date is not a trading day, the next trading date.
(iii) If Shares are not so listed nor trades of Shares so reported, Fair Market Value shall be determined by the Committee in good faith.
(j) “Non-Employee Director” means an individual who is a member of the Board, and who is not an employee of the Company, including an individual who is a member of the Board and who previously was an employee of the Company.
(k) “Plan” means the Comcast Corporation 2002 Non-Employee Director Compensation Plan, as set forth herein, and as amended from time to time.
(l) “Plan Year” means the calendar year.
(m) “Restricted Stock Plan” means the Comcast Corporation 2002 Restricted Stock Plan (or such other more recently-adopted generally applicable plan pursuant to which the Company grants restricted stock or restricted stock units).
(n) “Restricted Stock Unit” means a Restricted Stock Unit granted under the Restricted Stock Plan.
(o) “Share” means a share of Comcast Corporation Class A Common Stock, par value $0.01.
| 3. | NON-EMPLOYEE DIRECTOR COMPENSATION |
(a)Non-Employee Director Compensation Package. For the period extending from May 14, 2013 through June 30, 2013, Non-Employee Directors shall be entitled to payments, grants and awards determined based on the Plan as in effect immediately before the amendment and restatement of the Plan, effective May 14, 2013. Effective July 1, 2013, Non-Employee Directors shall be entitled to payments, grants and awards determined as follows:
(i)Annual Retainer. The Annual Retainer for service to the Company as a Non-Employee Director shall be $100,000.
2
(ii)Board Meeting Fee; Other Assignments. No fee shall be payable for attendance in person or via telephone at a Board Meeting. A fee of $2,500 shall be paid when a member of the Board attends a meeting (other than a Board meeting) or conducts business on behalf of the Company in his or her capacity as a Director.
(iii)Annual Retainer: Chair – Audit Committee. The Annual Retainer for service as Chair of the Audit Committee shall be $35,000
(iv)Annual Retainer: Member – Audit Committee. The Annual Retainer for service as a member of the Audit Committee shall be $10,000.
(v)Annual Retainer: Chair – Compensation Committee. The Annual Retainer for service as Chair of the Compensation Committee shall be $35,000.
(vi)Annual Retainer: Member – Compensation Committee. The Annual Retainer for service as a member of the Compensation Committee shall be $10,000.
(vii)Annual Retainer: Chair – Governance and Directors Nominating Committee. The Annual Retainer for service as Chair of the Governance and Directors Nominating Committee shall be $15,000.
(viii)Annual Retainer: Member – Governance and Directors Nominating Committee. The Annual Retainer for service as a member of the Governance and Directors Nominating Committee shall be $7,500.
(ix)Annual Retainer: Chair – Any Committee of the Board other than the Audit Committee, the Compensation Committee or the Governance and Directors Nominating Committee. The Annual Retainer for service as the Chair of any committee of the Board other than the Audit Committee, the Compensation Committee or the Governance and Directors Nominating Committee shall be $5,000.
(x)Annual Retainer: Member – Any Committee of the Board other than the Audit Committee, the Compensation Committee or the Governance and Directors Nominating Committee. The Annual Retainer for service as a member of any committee of the Board other than the Audit Committee, the Compensation Committee or the Governance and Directors Nominating Committee shall be $2,500.
(xi)Committee Meeting Fee – Audit Committee, Compensation Committee and Governance and Directors Nominating Committee. The fee payable for attendance in person or via telephone at a Committee Meeting of the Audit Committee, the Compensation Committee or the Governance and Directors Nominating Committee shall be $2,500.
3
(xii)Committee Meeting Fee – Any Committee of the Board other than the Audit Committee, the Compensation Committee or the Governance and Directors Nominating Committee. The fee payable for attendance in person or via telephone at a Committee Meeting of any Committee other than the Audit Committee, the Compensation Committee or the Governance and Directors Nominating Committee shall be $1,000.
(xiii)Stock Grants. Except as otherwise specifically provided below, this Paragraph 3(a)(xiii) shall apply as of November 20, 2013 and as of November 20 of each Plan Year beginning after 2013.
(A) The Board shall grant Restricted Stock Units for Shares having a Fair Market Value on the date of grant of $170,000, rounded, if necessary, to the next higher whole Share, provided that with respect to each individual who first becomes a Non-Employee Director on or after July 1, 2013, the Board shall grant Restricted Stock Units for Shares determined as follows:
| Date of Commencement of Service as a Non-Employee Director | Number of Shares Subject to Grant of Restricted Stock Units | |
| After November 20 of a Plan Year and before the next following February 20 | Shares having a Fair Market Value on the date of grant of $170,000 | |
| On or after February 20 of a Plan Year and before the next following May 20 | Shares having a Fair Market Value on the date of grant of $127,500 | |
| On or after May 20 of a Plan Year and before the next following August 20 | Shares having a Fair Market Value on the date of grant of $85,000 | |
| On or after August 20 of a Plan Year and before the next following November 20 | Shares having a Fair Market Value on the date of grant of $42,500 |
Each Restricted Stock Unit shall (1) be fully and immediately vested on the date of grant, and (2) bear such other terms and conditions as shall be determined by the Board in its discretion.
(B) In the event that Shares are changed into or exchanged for a different number or kind of shares of stock or other securities of the Company, whether through merger, consolidation, reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Company, the number and class of shares of stock subject to the grant of Restricted Stock Units under the Plan shall be adjusted consistent with the adjustment made pursuant to the Restricted Stock Plan, and such adjustment shall be effective and binding for all purposes of this Plan.
(b)Payment Practices. Payments, grants and awards described in Paragraph 3(a) of the Plan shall be subject to the following payment practices:
(i) Except to the extent deferred under the Deferred Compensation Plan, Annual Retainer payments described in Paragraphs 3(a)(i), 3(a)(iii), 3(a)(iv), 3(a)(v), 3(a)(vi), 3(a)(vii), 3(a)(viii), 3(a)(ix) and 3(a)(x) are payable as soon as reasonably practicable following the close of each calendar quarter, in arrears. Payments shall be pro-rated
4
for partial years of service as a Non-Employee Director or on a Committee of the Board, so that a Non-Employee Director shall be entitled to one-quarter of each Annual Retainer payment referenced in this Paragraph 3(b)(i) for each calendar quarter within which such Non-Employee Director has one or more days of service as a Non-Employee Director or as a member of a Committee of the Board, as applicable.
(ii) Except to the extent deferred under the Deferred Compensation Plan, Meeting Fee payments described in Paragraphs 3(a)(xi) and 3(a)(xii) are payable as soon as reasonably practicable following the close of each calendar quarter, in arrears.
(iii) A Non-Employee Director may elect to receive up to 50% of the Annual Retainer amount described in Paragraph 3(a)(i) in the form of Shares issuable pursuant to a grant of fully-vested Restricted Stock Units under the Restricted Stock Plan. The number of Shares payable to a Non-Employee Director shall be determined based on the closing price of Shares on the last business day of each calendar quarter and rounded, if necessary, to the next higher whole Share.
(c)Special Rules and Payment Practices for Director Emeritus Compensation.
(i) Except as otherwise provided in Paragraph 3(c)(ii) and Paragraph 3(c)(iii), for the duration of an individual’s service to the Company as a Director Emeritus, the Director Emeritus such shall be entitled to compensation on the same basis as a Non-Employee Director as described in Paragraph 3(a) and subject to the same payment practices as apply to a Non-Employee Director as described in Paragraph 3(b).
(ii) Paragraph 3(b)(iii), relating to a Non-Employee Director’s elect to receive up to 50% of the Annual Retainer amount described in Paragraph 3(a)(i) in the form of Shares, shall not apply to a Director Emeritus. All Annual Retainer payments to a Director Emeritus shall be in the form of cash.
(iii) This Paragraph 3(c)(iii) shall apply to a Director Emeritus in lieu of the Stock Grant provisions of Paragraph 3(a)(xiii). On November 20, 2013 and each anniversary thereof (or the next following business day if November 20th is not a business day), the Company shall pay each Director Emeritus a single cash lump sum of $170,000.
| 4. | ADMINISTRATION OF THE PLAN |
The Plan shall be administered by the Board. Subject to the express terms and conditions set forth in the Plan, the Board shall have the power, from time to time, to interpret the Plan’s provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan. The determination of the Board in all matters as stated above shall be conclusive.
5
| 5. | TAXES |
The Company shall withhold the amount of any federal, state, local or other tax, charge or assessment attributable to the grant of any Award or lapse of restrictions under any Award as it may deem necessary or appropriate, in its sole discretion.
| 6. | AMENDMENT AND TERMINATION |
The Plan may be amended or terminated by the Board at any time. No accrued right to payment as determined under Paragraph 3 shall be affected by any such termination or amendment without the written consent of the affected Non-Employee Director.
| 7. | EFFECTIVE DATE |
The effective date of this amendment and restatement of the Plan is May 14, 2013. The original effective date of the Plan is November 18, 2002.
| 8. | GOVERNING LAW |
The Plan and all determinations made and actions taken pursuant to the Plan shall be governed in accordance with Pennsylvania law.
| COMCAST CORPORATION | ||
| BY: | /s/ David L. Cohen | |
| ATTEST: | /s/ Arthur R. Block | |
6
SCHEDULE I
COMCAST CORPORATION
NON-EMPLOYEE DIRECTOR COMPENSATION
EFFECTIVE AS OF JULY 1, 2013
| Director Annual Retainer | $100,000, subject to election to receive up to half in the form of Comcast Corporation Class A Common Stock | |
| Board Meeting Fee | None1 | |
| Audit Committee Annual Retainer – Chair | $35,000 | |
| Compensation Committee Annual Retainer – Chair | $35,000 | |
| Governance and Directors Nominating Committee Annual Retainer – Chair | $15,000 | |
| Other Committee Annual Retainer – Chair | $5,000 | |
| Audit Committee Annual Retainer – Member | $10,000 | |
| Compensation Committee Annual Retainer – Member | $10,000 | |
| Governance and Directors Nominating Committee Annual Retainer – Member | $7,500 | |
| Other Committee Annual Retainer – Member | $2,500 | |
| Committee Meeting Fee – Audit Committee | $2,500 | |
| Committee Meeting Fee – Compensation Committee | $2,500 | |
| Committee Meeting Fee – Governance and Directors Nominating Committee | $2,500 | |
| Committee Meeting Fee – Other Committee | $1,000 | |
| Annual Restricted Stock Unit Grant | Shares having a Fair Market Value on the date of grant of $170,000 |
| 1 | A fee of $2,500 shall be paid when a member of the Board attends a meeting (other than a Board meeting) or conducts business on behalf of the Company in his or her capacity as a Director. |
7