Exhibit 10.8
COMCAST CORPORATION
2002 CASH BONUS PLAN
1. BACKGROUND AND PURPOSE
Comcast Corporation, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 1996 Cash Bonus Plan and renames it as the
Comcast Corporation 2002 Cash Bonus Plan (the "Plan"), effective November 18,
2002 upon the consummation of the combination of Comcast Corporation and AT&T
Broadband Corp. (the "AT&T Broadband Transaction"). The purpose of the Plan is
to promote the ability of Comcast Corporation (the "Company"), as the successor
to Comcast Holdings Corporation, and the Company's Affiliates (as defined below)
to retain and recruit employees and enhance the growth and profitability of the
Company by providing the incentive of short-term and long-term cash bonus awards
for continued employment and the attainment of performance objectives.
2. DEFINITIONS
(a) "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.
(b) "Award" or "Cash Bonus Award" means a cash bonus award granted
under the Plan. Each Award under the Plan outstanding upon the consummation of
the AT&T Broadband Transaction shall continue in effect on the same terms and
conditions as in effect immediately preceding such consummation, except as
otherwise provided pursuant to the terms of the Award.
(c) "Award Period" means the period extending from January 1 of the
first Plan Year for to which an Award applies through December 31 of the last
Plan Year to which such Award applies. The Award Period beginning January 1,
2002 shall not be treated as terminated by the AT&T Broadband Transaction.
(d) "Board" means the Board of Directors of the Company.
(e) "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.
(f) "Committee" means the Compensation Committee of the Board or such
other committee of the Board assigned by the Board to administer the Plan.
(g) "Company" means Comcast Corporation (formerly known as AT&T
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.
(h) "Date of Grant" means the date on which an Award is granted.
(i) "Eligible Employee" means an employee of the Company or an
Affiliate, as determined by the Committee.
(j) "Grantee" means an Eligible Employee who is granted an Award.
(k) "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
(l) "Plan" means the Comcast Corporation 2002 Cash Bonus Plan, as set
forth herein, and as amended
from time to time.
(m) "Plan Year" means the calendar year.
(o) "Target" means, for any Plan Year or Award Period, the performance
objective or objectives established by the Committee.
(p) "Terminating Event" means any of the following events:
(i) the liquidation of the Sponsor; or
(ii) a Change of Control.
(q) "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.
3. RIGHTS TO BE GRANTED
Rights that may be granted under the Plan are rights to cash payments,
payable in accordance with the terms of the Plan and the Award document.
4. ADMINISTRATION OF THE PLAN
(a) Administration. The Plan shall be administered by the Committee.
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(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 Eligible Employees to whom Awards shall be
granted under the Plan, to determine the amount of cash to be paid pursuant to
each Award, and, pursuant to the provisions of the Plan, to determine the terms
and conditions of each Award; 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.
(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 4(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.
5. ELIGIBILITY
Awards may be granted only to Eligible Employees of the Company and
its Affiliates, as determined by the Committee. No Awards shall be granted to an
individual who is not an Eligible Employee of the Company or an Affiliate of the
Company.
6. CASH BONUS AWARDS
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:
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(a) Time of Grant. Awards may be granted at any time from the date of
adoption of the Plan by the Board until the Plan is terminated by the Board or
the Committee.
(b) Non-uniformity of Awards. The provisions of Awards need not be the
same with respect to each Grantee.
(c) Awards and Agreements. The terms of each Award shall be reflected
in an Award document in form and substance satisfactory to the Committee.
(d) Conditions to Payment of Awards. The Committee shall establish
such conditions on the payment of a bonus pursuant to an Award as it may, in its
sole discretion, deem appropriate. The conditions shall be set forth in the
Award document. The Award may provide for the payment of Awards in installments,
or upon the satisfaction of divisional or Company-wide Targets, as determined by
the Committee. The Committee may, in its sole discretion, waive, in whole or in
part, any remaining conditions to payment of a Grantee's Award. The Grantee
shall not be permitted to sell, transfer, pledge or assign any amount payable
pursuant to the Plan or an Award (provided that the right to payment under an
Award may pass by will or the laws of descent and distribution).
(e) Termination of Grantee's Employment.
(1) A transfer of an Eligible Employee between two employers,
each of which is the Company or an Affiliate of the Company (a "Transfer"),
shall not be deemed a termination of employment. The Committee may grant Awards
pursuant to which the Committee reserves the right to modify the calculation of
an Award in connection with a Transfer. In general, except as otherwise provided
by the Committee at the time an Award is granted or in connection with a
Transfer, upon the Transfer of a Grantee between divisions while an Award is
outstanding and unexpired, the outstanding Award shall be treated as having
terminated and expired, and a new Award shall be treated as having been made,
effective as of the effective date of the Transfer, for the portion of the Award
which had not expired or been paid, but subject to the performance and payment
conditions applicable generally to Awards for Grantees who are employees of the
transferee division, all as shall be determined by the Committee in an equitable
manner.
(2) In the event that a Grantee terminates employment with the
Company and its Affiliates, all Awards remaining subject to conditions to
payment shall be forfeited by the Grantee and deemed canceled by the Company.
(f) Time of Grant. Subject to Paragraph 7, following the satisfaction
of the conditions to payment of an Award, the Company shall pay the Grantee (or
the person to whom the right to payment may have passed by will or the laws of
descent and distribution) the amount payable in connection with the lapse of
such restrictions.
7. TAXES
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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.
8. TERMINATING EVENTS
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 remaining conditions to payment of a
Grantee's Award shall be waived, in whole or in part.
9. AMENDMENT AND TERMINATION
The Plan may be terminated by the Board or the Committee 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.
10. EFFECTIVE DATE
The effective date of this amendment and restatement of the Plan is
November 18, 2002 or such other date on which the AT&T Broadband Transaction may
be consummated, and the amendment and restatement of the Plan is conditioned on
the consummation of the AT&T Broadband Transaction. To the extent provided by
the Committee, the rules of the Plan, as amended and restated, shall apply to
the determination of payments to be made pursuant to the Plan on and after the
effective date of this amendment and restatement of the Plan.
11. GOVERNING LAW
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 29th day of October, 2002.
COMCAST CORPORATION
BY:_____________________________
ATTEST:_________________________
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