Exhibit 10.6
COMCAST CORPORATION
2002 RESTRICTED STOCK PLAN
(As Amended And Restated, Effective February 26, 2003)
1. BACKGROUND AND PURPOSE
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COMCAST CORPORATION, a Pennsylvania corporation (formerly known as AT&T
Comcast Corporation), hereby amends and restates the Comcast Corporation 2002
Restricted Stock Plan (the "Plan"), effective February 26, 2003. The purpose of
the Plan is to promote the ability of Comcast Corporation to retain certain key
employees and enhance the growth and profitability of Comcast Corporation by
providing the incentive of long-term awards for continued employment and the
attainment of performance objectives.
2. DEFINITIONS
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(a) "Active Grantee" means each Grantee who is actively employed by a
Participating Company.
(b) "Affiliate" means, with respect to any Person, any other person
that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition,
the term "control," including its correlative terms "controlled by" and
"under common control with," mean, with respect to any Person, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise.
(c) "AT&T Broadband Transaction" means the acquisition of AT&T
Broadband Corp. (now known as Comcast Cable Communications Holdings, Inc.)
by the Company.
(d) "Award" means an award of Restricted Stock granted under the Plan.
(e) "Board" means the Board of Directors of the Company.
(f) "Change of Control" means any transaction or series of
transactions as a result of which any Person who was a Third Party
immediately before such transaction or series of transactions owns
then-outstanding securities of the Company such that such Person has the
ability to direct the management of the Company, as determined by the Board
in its discretion. The Board may also determine that a Change of Control
shall occur upon the completion of one or more proposed transactions. The
Board's determination shall be final and binding.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Comcast Plan" means any restricted stock, stock bonus, stock
option or other compensation plan, program or arrangement established or
maintained by the Company or an Affiliate, including but not limited to
this Plan, the Comcast Corporation 2003 Stock Option Plan, the Comcast
Corporation 2002 Stock Option Plan, the Comcast Corporation 1996 Stock
Option Plan, Comcast Corporation 1987 Stock Option Plan and the Comcast
Corporation 2002 Deferred Stock Option Plan.
(i) "Committee" means the Compensation Committee of the Board.
(j) "Company" means Comcast Corporation, a Pennsylvania corporation,
as successor to Comcast Holdings Corporation (formerly known as Comcast
Corporation), including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.
(k) "Date of Grant" means the date on which an Award is granted.
(l) "Deceased Grantee" means:
(i) a Grantee whose employment by a Participating Company is
terminated by death; or
(ii) a Grantee who dies following termination of employment by a
Participating Company.
(m) "Disabled Grantee" means:
(i) a Grantee whose employment by a Participating Company is
terminated by reason of disability;
(ii) a Grantee who becomes disabled (as determined by the
Committee) following termination of employment by a
Participating Company; or
(iii) the duly-appointed legal guardian of an individual
described in Paragraph 2(m)(i) or 2(m)(ii) acting on behalf
of such individual.
(n) "Election" means a written election on a form provided by the
Committee, filed with the Committee in accordance with Paragraph 8,
pursuant to which a Grantee:
(i) elects, within the time or times specified in Paragraph 8,
to defer the distribution date of Restricted Stock; and
(ii) designates the distribution date of Restricted Stock.
(o) "Eligible Employee" means a management employee of a Participating
Company, as determined by the Committee.
(p) "Grantee" means an Eligible Employee who is granted an Award.
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(q) "Normal Retirement" means a Grantee's termination of employment
that is treated by the Participating Company as a retirement under its
employment policies and practices as in effect from time to time.
(r) "Other Available Shares" means, as of any date, the sum of:
(i) the total number of Shares owned by a Grantee that were not
acquired by such Grantee pursuant to a Comcast Plan or
otherwise in connection with the performance of services to
the Company or an Affiliate; plus
(ii) the excess, if any of:
(1) the total number of Shares owned by a Grantee other
than the Shares described in Paragraph 2(r)(i); over
(2) the sum of:
(A) the number of such Shares owned by such Grantee
for less than six months; plus
(B) the number of such Shares owned by such Grantee
that has, within the preceding six months, been the subject
of a withholding certification pursuant to Paragraph 9(c)(ii)
or any similar withholding certification under any other
Comcast Plan; plus
(C) the number of such Shares owned by such Grantee
that has, within the preceding six months, been received in
exchange for Shares surrendered as payment, in full or in
part, or as to which ownership was attested to as payment, in
full or in part, of the exercise price for an option to
purchase any securities of the Company or an Affiliate of the
Company, under any Comcast Plan, but only to the extent of
the number of Shares surrendered or attested to; plus
(D) the number of such Shares owned by such Grantee as
to which evidence of ownership has, within the preceding six
months, been provided to the Company in connection with the
crediting of "Deferred Stock Units" to such Grantee's Account
under the Comcast Corporation 2002 Deferred Stock Option Plan
(as in effect from time to time).
For purposes of this Paragraph 2(r), a Share that is subject to a
deferral election pursuant to Paragraph 8 or another Comcast Plan shall not be
treated as owned by a Grantee until all conditions to the delivery of such Share
have lapsed. The number of Other Available Shares shall be determined separately
for Common Stock and for the Company's Class A Special Common Stock, par value
$0.01. For purposes of determining the number of Other Available
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Shares, the term "Shares" shall also include the securities held by a
Participant immediately before the consummation of the AT&T Broadband
Transaction that became Shares as a result of the AT&T Broadband Transaction.
(s) "Participating Company" means the Company and each of the
Subsidiary Companies.
(t) "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
(u) "Plan" means the Comcast Corporation 2002 Restricted Stock Plan,
as set forth herein, and as amended from time to time.
(v) "Plan Year" means the 365-day period (or the 366-day period)
extending from January 3 to the next following January 2.
(w) "Restricted Stock" means Shares subject to restrictions as set
forth in an Award.
(x) "Retired Grantee" means a Grantee who has terminated employment
pursuant to a Normal Retirement.
(y) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as
in effect from time to time.
(z) "Share" or "Shares" means:
(i) except as provided in Paragraph 2(z)(ii), a share or shares
of Class A Common Stock, par value $0.01, of the Company.
(ii) with respect to Awards granted before the consummation of
the AT&T Broadband Transaction as to which restrictions upon
shares have not lapsed, and for purposes of Paragraphs 2(r)
and 9(c), the term "Share" or "Shares" also means a share or
shares of the Company's Class A Special Common Stock, par
value, $0.01.
(aa) "Subsidiary Companies" means all business entities that, at the
time in question, are subsidiaries of the Company, within the meaning of
section 424(f) of the Code.
(bb) "Terminating Event" means any of the following events:
(i) the liquidation of the Company; or
(ii) a Change of Control.
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(cc) "Third Party" means any Person, together with such Person's
Affiliates, provided that the term "Third Party" shall not include the
Company or an Affiliate of the Company.
(dd) "1933 Act" means the Securities Act of 1933, as amended.
(ee) "1934 Act" means the Securities Exchange Act of 1934, as amended.
3. RIGHTS TO BE GRANTED
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Rights that may be granted under the Plan are rights to Restricted
Stock, which gives the Grantee ownership rights in the Shares subject to the
Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7,
and to deferred payment, as set forth in Paragraph 8.
4. SHARES SUBJECT TO THE PLAN
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(a) Not more than 10,750,000 Shares in the aggregate may be issued
under the Plan pursuant to the grant of Awards, subject to adjustment in
accordance with Paragraph 10. The Shares issued under the Plan may, at the
Company's option, be either Shares held in treasury or Shares originally
issued for such purpose.
(b) If Restricted Stock is forfeited pursuant to the term of an Award,
other Awards with respect to such Shares may be granted.
5. ADMINISTRATION OF THE PLAN
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(a) Administration. The Plan shall be administered by the Committee.
(b) Grants. Subject to the express terms and conditions set forth in
the Plan, the Committee shall have the power, from time to time, to:
(i) select those Employees to whom Awards shall be granted under
the Plan, to determine the number of Shares to be granted
pursuant to each Award, and, pursuant to the provisions of
the Plan, to determine the terms and conditions of each
Award, including the restrictions applicable to such Shares;
and
(ii) 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 Committee in all matters as stated above shall be
conclusive.
(c) Meetings. The Committee shall hold meetings at such times and
places as it may determine. Acts approved at a meeting by a majority of the
members of the Committee or acts approved in writing by the unanimous
consent of the members of the Committee shall be the valid acts of the
Committee.
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(d) Exculpation. No member of the Committee shall be personally liable
for monetary damages for any action taken or any failure to take any action
in connection with the administration of the Plan or the granting of Awards
thereunder unless (i) the member of the Committee has breached or failed to
perform the duties of his office, and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness; provided,
however, that the provisions of this Paragraph 5(d) shall not apply to the
responsibility or liability of a member of the Committee pursuant to any
criminal statute.
(e) Indemnification. Service on the Committee shall constitute service
as a member of the Board. Each member of the Committee shall be entitled
without further act on his part to indemnity from the Company to the
fullest extent provided by applicable law and the Company' s Articles of
Incorporation and By-laws in connection with or arising out of any action,
suit or proceeding with respect to the administration of the Plan or the
granting of Awards thereunder in which he may be involved by reason of his
being or having been a member of the Committee, whether or not he continues
to be such member of the Committee at the time of the action, suit or
proceeding.
(f) Delegation of Authority. The Committee may delegate to an officer
of the Company, or a committee of two or more officers of the Company,
discretion under the Plan to grant Restricted Stock to any employee or
officer of the Company or a Subsidiary Company who, at the time of the
grant, has a base salary of less than $250,000. Such delegation of
authority shall continue in effect until the earliest of:
(i) such time as the Committee shall, in its discretion, revoke
such delegation of authority;
(ii) the delegate shall cease to be an employee of the Company
for any reason; or
(iii) the delegate shall notify the Committee that he declines to
continue exercise such authority.
6. ELIGIBILITY
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Awards may be granted only to Eligible Employees, as determined by the
Committee. No Awards shall be granted to an individual who is not an employee of
a Participating Company.
7. RESTRICTED STOCK AWARDS
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The Committee may grant Awards in accordance with the Plan. The terms
and conditions of Awards shall be set forth in writing as determined from time
to time by the Committee, consistent, however, with the following:
(a) Time of Grant. All Awards shall be granted within ten (10) years
from the date of adoption of the Plan by the Board.
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(b) Shares Awarded. The provisions of Awards need not be the same with
respect to each Grantee. No cash or other consideration shall be required
to be paid by the Grantee in exchange for an Award.
(c) Awards and Agreements. A certificate shall be issued to each
Grantee in respect of Shares subject to an Award. Such certificate shall be
registered in the name of the Grantee and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
Award. The Company may require that the certificate evidencing such
Restricted Stock be held by the Company until all restrictions on such
Restricted Stock have lapsed.
(d) Restrictions. Subject to the provisions of the Plan and the Award,
during a period set by the Committee commencing with the Date of Grant,
which, for Grantees who are subject to the short-swing profit recapture
rules of section 16(b) of the 1934 Act by virtue of their position as
either a director, officer or holder of more than 10 percent of any class
of equity securities of the Company, shall extend for at least six (6)
months from the Date of Grant, the Grantee shall not be permitted to sell,
transfer, pledge or assign Restricted Stock awarded under the Plan.
(e) Lapse of Restrictions. Subject to the provisions of the Plan and
the Award, restrictions upon Shares subject to an Award shall lapse at such
time or times and on such terms and conditions as the Committee may
determine and as are set forth in the Award; provided, however, that the
restrictions upon such Shares shall lapse only if the Grantee on the date
of such lapse is, and has been an employee of a Participating Company
continuously from the Date of Grant. The Award may provide for the lapse of
restrictions in installments, as determined by the Committee. The Committee
may, in its sole discretion, waive, in whole or in part, any remaining
restrictions with respect to such Grantee's Restricted Stock. All
references in Awards granted before the consummation of the AT&T Broadband
Transaction as to which restrictions upon shares have not lapsed shall be
deemed to be references to Comcast Corporation Class A Special Common
Stock, par value $0.01.
(f) Rights of the Grantee. Grantees may have such rights with respect
to Shares subject to an Award as may be determined by the Committee and set
forth in the Award, including the right to vote such Shares, and the right
to receive dividends paid with respect to such Shares.
(g) Termination of Grantee's Employment. A transfer of an Eligible
Employee between two employers, each of which is a Participating Company,
shall not be deemed a termination of employment. In the event that a
Grantee terminates employment with all Participating Companies, all Shares
remaining subject to restrictions shall be forfeited by the Grantee and
deemed canceled by the Company.
(h) Delivery of Shares. Except as otherwise provided by Paragraph 8,
when the restrictions imposed on Restricted Stock lapse with respect to one
or more Shares, the Company shall notify the Grantee that such restrictions
no longer apply, and shall deliver to the Grantee (or the person to whom
ownership rights may have passed by will or the
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laws of descent and distribution) a certificate for the number of Shares
for which restrictions have lapsed without any legend or restrictions
(except those that may be imposed by the Committee, in its sole judgment,
under Paragraph 9(a)). The right to payment of any fractional Shares that
may have accrued shall be satisfied in cash, measured by the product of the
fractional amount times the fair market value of a Share at the time the
applicable restrictions lapse, as determined by the Committee.
8. DEFERRAL ELECTIONS
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A Grantee may elect to defer the receipt of Restricted Stock as to
which restrictions have lapsed as provided by the Committee in the Award,
consistent, however, with the following:
(a) Deferral Election.
(i) Election. Each Grantee shall have the right to defer the
receipt of all or any portion of the Restricted Stock as to
which the Award provides for the potential lapse of
applicable restrictions by filing an Election to defer the
receipt of such Restricted Stock on a form provided by the
Committee for this purpose.
(ii) Deadline for Deferral Election. No Election to defer the
receipt of Restricted Stock as to which the Award provides
for the potential lapse of applicable restrictions shall be
effective unless it is filed with the Committee on or before
the last day of the calendar year ending before the first
day of the Plan Year in which the applicable restrictions
may lapse; provided that an Election to defer the receipt of
Restricted Stock as to which the Award provides for the
potential lapse of applicable restrictions within the same
Plan Year as the Plan Year in which the Award is granted
shall be effective if it is filed with the Committee on or
before the earlier of (A) the 30th day following the Date of
Grant or (B) the last day of the month that precedes the
month in which the applicable restrictions may lapse.
(b) Effect of Failure of Restrictions on Shares to Lapse. An Election
shall be null and void if the restrictions on Restricted Stock do not lapse
before the distribution date for such Restricted Stock identified in such
Election by reason of the failure to satisfy any condition precedent to the
lapse of the restrictions.
(c) Deferral Period. Except as otherwise provided in Paragraph 8(d),
all Restricted Stock that is subject to an Election shall be delivered to
the Grantee (or the person to whom ownership rights may have passed by will
or the laws of descent and distribution) without any legend or restrictions
(except those that may be imposed by the Committee, in its sole judgment,
under Paragraph 9(a)), on the distribution date for such Restricted Stock
designated by the Grantee on the most recently filed Election. Subject to
acceleration or deferral pursuant to Paragraph 8(d) or Paragraph 11, no
distribution
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may be made earlier than January 2nd of the second calendar year beginning
after the date on which the applicable restrictions may lapse, nor later
than January 2nd of the tenth calendar year beginning after the date on
which the applicable restrictions may lapse. The distribution date may vary
with each separate Election.
(d) Additional Deferral Election.
(i) Each Active Grantee who has previously made an Election to
receive a distribution of part or all of his or her Account,
or who, pursuant to this Paragraph 8(d)(i) has made an
Election to defer the distribution date for Restricted Stock
for an additional period from the originally-elected
distribution date, may elect to defer the distribution date
for a minimum of two and a maximum of ten additional years
from the previously-elected distribution date, by filing an
Election with the Committee on or before the close of
business on June 30 of the calendar year preceding the
calendar year in which the distribution would otherwise be
made.
(ii) A Deceased Grantee's estate or beneficiary to whom the right
to payment under the Plan shall have passed may elect to (A)
defer the distribution date for the Deceased Grantee's
Restricted Stock for a minimum of two additional years from
the date payment would otherwise be made (provided that if
an Election is made pursuant to this Paragraph 8(d)(ii)(A),
the Deceased Grantee's deferred Restricted Stock shall be
distributed in full on or before the fifth anniversary of
the Deceased Grantee's death); or (B) accelerate the
distribution date for the Deceased Grantee's Restricted
Stock from the date payment would otherwise be made to
January 2nd of the calendar year beginning after the
Deceased Grantee's death. An Election pursuant to this
Paragraph 8(d)(ii) must be filed with the Committee on or
before the close of business on (x) the June 30 following
the Grantee's death on or before May 1 of a calendar year,
(y) the 60th day following the Grantee's death after May 1
and before November 2 of a calendar year or (z) the December
31 following the Grantee's death after November 1 of a
calendar year. One and only one Election shall be permitted
pursuant to this Paragraph 8(d)(ii) with respect to a
Deceased Grantee.
(iii) A Disabled Grantee may elect to accelerate the distribution
date of the Disabled Grantee's Restricted Stock from the
date payment would otherwise be made to January 2nd of the
calendar year beginning after the Grantee became disabled.
An Election pursuant to this Paragraph 8(d)(iii) must be
filed with the Committee on or before the close of business
on the (x) the June 30 following the date the Grantee
becomes a Disabled Grantee if the Grantee becomes a Disabled
Grantee on or before May 1 of a
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calendar year, (y) the 60th day following the date the
Grantee becomes a Disabled Grantee if the Grantee becomes a
Disabled Grantee after May 1 and before November 2 of a
calendar year or (z) the December 31 following the date the
Grantee becomes a Disabled Grantee if the Grantee becomes a
Disabled Grantee after November 2 of a calendar year.
(iv) A Retired Grantee may elect to defer the distribution date
of the Retired Grantee's Restricted Stock for a minimum of
two additional years from the date payment would otherwise
be made (provided that if an Election is made pursuant to
this Paragraph 8(d)(iv), the Retired Grantee's Account shall
be distributed in full on or before the fifth anniversary of
the Retired Grantee's Normal Retirement). An Election
pursuant to this Paragraph 8(d)(iv) must be filed with the
Committee on or before the close of business on the later of
(x) the June 30 following the Grantee's Normal Retirement on
or before May 1 of a calendar year, (y) the 60th day
following the Grantee's Normal Retirement after May 1 and
before November 2 of a calendar year or (z) the December 31
following the Grantee's Normal Retirement after November 1
of a calendar year.
(e) Status of Deferred Shares. A Grantee's right to delivery of Shares
subject to an Election under this Paragraph 8 shall at all times represent
the general obligation of the Company. The Grantee shall be a general
creditor of the Company with respect to this obligation, and shall not have
a secured or preferred position with respect to such obligation. Nothing
contained in the Plan or an Award shall be deemed to create an escrow,
trust, custodial account or fiduciary relationship of any kind. Nothing
contained in the Plan or an Award shall be construed to eliminate any
priority or preferred position of a Grantee in a bankruptcy matter with
respect to claims for wages.
(f) Non-Assignability, Etc. The right of a Grantee to receive Shares
subject to an Election under this Paragraph 8 shall not be subject in any
manner to attachment or other legal process for the debts of such Grantee;
and no right to receive Shares hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment or encumbrance.
9. SECURITIES LAWS; TAXES
----------------------
(a) Securities Laws. The Committee shall have the power to make each
grant of Awards under the Plan subject to such conditions as it deems
necessary or appropriate to comply with the then-existing requirements of
the 1933 Act and the 1934 Act, including Rule 16b-3. Such conditions may
include the delivery by the Grantee of an investment representation to the
Company in connection with the lapse of restrictions on Shares subject to
an Award, or the execution of an agreement by the Grantee to refrain from
selling or otherwise disposing of the Shares acquired for a specified
period of time or on specified terms.
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(b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall
be entitled, if necessary or desirable, to withhold the amount of any tax,
charge or assessment attributable to the grant of any Award or lapse of
restrictions under any Award. The Company shall not be required to deliver
Shares pursuant to any Award until it has been indemnified to its
satisfaction for any such tax, charge or assessment.
(c) Payment of Tax Liabilities; Election to Withhold Shares or Pay
Cash to Satisfy Tax Liability.
(i) In connection with the grant of any Award or the lapse of
restrictions under any Award, the Company shall have the
right to (A) require the Grantee to remit to the Company an
amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery or
transfer of any certificate or certificates for Shares
subject to such Award, or (B) take any action whatever that
it deems necessary to protect its interests with respect to
tax liabilities. The Company's obligation to make any
delivery or transfer of Shares shall be conditioned on the
Grantee's compliance, to the Company's satisfaction, with
any withholding requirement.
(ii) Except as otherwise provided in this Paragraph 9(c)(ii), any
tax liabilities incurred in connection with grant of any
Award or the lapse of restrictions under any Award under the
Plan shall be satisfied by the Company's withholding a
portion of the Shares subject to such Award having a fair
market value approximately equal to the minimum amount of
taxes required to be withheld by the Company under
applicable law, unless otherwise determined by the Committee
with respect to any Grantee. Notwithstanding the foregoing,
the Committee may permit a Grantee to elect one or both of
the following: (A) to have taxes withheld in excess of the
minimum amount required to be withheld by the Company under
applicable law; provided that the Grantee certifies in
writing to the Company at the time of such election that the
Grantee owns Other Available Shares having a fair market
value that is at least equal to the fair market value to be
withheld by the Company in payment of withholding taxes in
excess of such minimum amount; and (B) to pay to the Company
in cash all or a portion of the taxes to be withheld in
connection with such grant or lapse of restrictions. In all
cases, the Shares so withheld by the Company shall have a
fair market value that does not exceed the amount of taxes
to be withheld minus the cash payment, if any, made by the
Grantee. The fair market value of such Shares shall be
determined based on the last reported sale price of a Share
on the principal exchange on which Shares are listed or, if
not so listed, on the NASDAQ Stock Market on the last
trading day prior to the date of such grant or lapse of
restriction. Any election pursuant to this Paragraph
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9(c)(ii) must be in writing made prior to the date specified
by the Committee, and in any event prior to the date the
amount of tax to be withheld or paid is determined. An
election pursuant to this Paragraph 9(c)(ii) may be made
only by a Grantee or, in the event of the Grantee's death,
by the Grantee's legal representative. No Shares withheld
pursuant to this Paragraph 9(c)(ii) shall be available for
subsequent grants under the Plan. The Committee may add such
other requirements and limitations regarding elections
pursuant to this Paragraph 9(c)(ii) as it deems appropriate.
10. CHANGES IN CAPITALIZATION
--------------------------
The aggregate number of Shares and class of Shares as to which Awards
may be granted and the number of Shares covered by each outstanding Award shall
be appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Shares and/or other outstanding equity security or a
recapitalization or other capital adjustment (not including the issuance of
Shares and/or other outstanding equity securities on the conversion of other
securities of the Company which are convertible into Shares and/or other
outstanding equity securities) affecting the Shares which is effected without
receipt of consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Paragraph 10 and any such
determination by the Committee shall be final, binding and conclusive.
11. TERMINATING EVENTS
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The Committee shall give Grantees at least thirty (30) days' notice
(or, if not practicable, such shorter notice as may be reasonably practicable)
prior to the anticipated date of the consummation of a Terminating Event. The
Committee may, in its discretion, provide in such notice that upon the
consummation of such Terminating Event, any restrictions on Restricted Stock
(other than Restricted Stock that has previously been forfeited) shall be
eliminated, in full or in part. Further, the Committee may, in its discretion,
provide in such notice that notwithstanding any other provision of the Plan or
the terms of any Election made pursuant to Paragraph 8, upon the consummation of
a Terminating Event, all Restricted Stock subject to an Election made pursuant
to Paragraph 8 shall be transferred to the Grantee.
12. AMENDMENT AND TERMINATION
--------------------------
The Plan may be terminated by the Board at any time. The Plan may be
amended by the Board or the Committee at any time. No Award shall be affected by
any such termination or amendment without the written consent of the Grantee.
13. EFFECTIVE DATE
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The effective date of this amendment and restatement of the Plan is
February 26, 2003. The adoption of this amendment and restatement of the Plan
and the grant of Awards pursuant to this amendment and restatement of the Plan
is subject to the approval of the
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shareholders of the Company to the extent that the Committee determines that
such approval (a) is required pursuant to the By-laws of the National
Association of Securities Dealers, Inc., and the schedules thereto, in
connection with issuers whose securities are included in the Nasdaq National
Market System, or (b) is required to satisfy the conditions on Rule 16b-3. If
the Committee determines that shareholder approval is required to satisfy the
foregoing conditions, the Board shall submit the Plan to the shareholders of the
Company for their approval at the first annual meeting of shareholders held
after the adoption of the amended and restated Plan by the Board.
14. GOVERNING LAW
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The Plan and all determinations made and actions taken pursuant to the
Plan shall be governed in accordance with Pennsylvania law.
Executed as of the 26th day of February, 2003.
COMCAST CORPORATION
BY: ____________________________
ATTEST:_________________________
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