Exhibit 10.9
COMCAST CORPORATION
2002 EXECUTIVE CASH BONUS PLAN
1. BACKGROUND AND PURPOSE
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Comcast Corporation, a Pennsylvania corporation (the "Company"), hereby
amends and restates the Comcast Corporation 2002 Executive Cash Bonus Plan (the
"Plan"), effective February 26, 2003. The purpose of the Plan is to provide a
performance-based cash bonus compensation for certain employees of the Company,
in accordance with a formula that is based on the financial success of the
Company as part of an integrated compensation program which is intended to
assist the Company in motivating and retaining employees of superior ability,
industry and loyalty.
2. DEFINITIONS
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The following words and phrases as used herein shall have the following
meanings, unless a different meaning is plainly required by the context:
"Board of Directors" shall mean the Board of Directors of the Company.
"Cash Flow." For calendar years beginning after 2002, "Cash Flow" shall
mean the operating income before depreciation and amortization for the Company
and those of its affiliates which are included with the Company in its
consolidated financial statements, as determined by the Committee.
"Committee" shall mean the means the Compensation Committee of the Board or
such other committee of the Board assigned by the Board to administer the Plan.
"Company" shall mean means Comcast Corporation, a Pennsylvania corporation
(formerly known as AT&T Comcast 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.
"First Tier Goal" shall mean the performance goal, measured in terms of
level of Cash Flow, as established by the Committee for each Plan Year. The
First Tier Goal is the performance measure which, if achieved, permits payment
to each Participant of 66% of the Participant's Target Bonus. The Committee
shall in all events establish the First Tier Goal for each Plan Year no later
than 90 days after the first day of the Plan Year or, if sooner, within the
first 25% of the Plan Year. The First Tier Goal shall be established at the
discretion of the Committee, provided, however, that the Committee must
determine that, as of the date the First Tier Goal is established, it is
substantially uncertain whether the level of Cash Flow required to meet the
First Tier Goal will be achieved.
"Participant" shall mean those persons eligible to participate in the Plan
in accordance with Section 3.
"Plan" shall mean the Comcast Corporation 2002 Executive Cash Bonus Plan.
"Plan Year" shall mean the calendar year.
"Second Tier Goal" shall mean the performance goal, measured in terms of
level of Cash Flow, as established by the Committee for each Plan Year. The
Second Tier Goal is the performance measure which, if achieved, permits payment
to each Participant of 100% of the Participant's Target Bonus. The Committee
shall establish the Second Tier Goal for each Plan Year at the same time that it
establishes the First Tier Goal for such Plan Year. The Second Tier Goal shall
be a level of Cash Flow chosen at the discretion of the Committee that is higher
than the level of Cash Flow chosen for the Plan Year as the First Tier Goal.
"Target Bonus" shall mean, with respect to any Participant for any Plan
Year, the sum of (a) the Target Percentage of the Participant's base salary and
any guaranteed bonus as of the first day of the Plan Year and (b) the amount, if
any, of such Participant's Target Bonus for any prior Plan Year which was not
earned due to failure to meet the First Tier Goal or the Second Tier Goal;
provided, however, that in no event shall any Participant's Target Bonus for any
Plan Year exceed $3,000,000.
"Target Percentage" shall mean, with respect to any Participant for any
Plan Year, a percentage, not to exceed 150%, established by the Committee with
respect to such Participant and such Plan Year. If no other percentage is
selected by the Committee, the Target Percentage shall be 50%.
3. PARTICIPATION
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Effective for Plan Years beginning after 2003, the Participants in the Plan
shall be C. Michael Armstrong, Brian L. Roberts, Lawrence S. Smith, John R.
Alchin, Stephen B. Burke, Michael A. Tallent, Bradley P. Dusto, David N. Watson,
Arthur R. Block, Mark A. Coblitz, Robert A. Pick, Terry S. Bienstock and
Lawrence J. Salva. In addition, Participants in the Plan shall include such
other key executives as may be designated by the Committee to participate in the
Plan from time to time.
4. TERM OF PLAN
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The original effective date of the Plan was July 1, 1996. The Plan shall
continue until all amounts required to be paid with respect to all Plan Years up
through and including the Plan Year ending December 31, 2006 are paid by the
Company, unless the Plan is sooner terminated by the Board of Directors.
5. BONUS ENTITLEMENT
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Each Participant shall be entitled to receive a bonus in accordance with
the provisions of Section 6 of the Plan only after certification by the
Committee that the performance goals set forth in Section 6 have been satisfied.
The bonus payment under the Plan shall be paid
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to each Participant as soon as practicable following the close of the Plan Year
with respect to which the bonus is to be paid. Notwithstanding anything
contained herein to the contrary, no bonus shall be payable under the Plan
without the prior disclosure of the terms of the Plan to the shareholders of the
Company and the approval of the Plan by such shareholders.
6. AMOUNT OF PERFORMANCE-BASED COMPENSATION BONUS
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For Plan Years beginning on and after January 1, 2003:
(a) Each Participant in the Plan shall be entitled to a bonus with respect
to a Plan Year which is equal to 66% of the Participant's Target Bonus if the
Company's Cash Flow for the Plan Year is at least equal to the First Tier Goal,
and 100% of the Target Bonus if the Company's Cash Flow for the Plan Year is at
least equal to the Second Tier Goal. If the level of Cash Flow for the Plan Year
is higher than the First Tier Goal and lower than the Second Tier Goal, the
bonus with respect to such Plan Year shall be such percentage of the
Participant's Target Bonus in excess of 66% as is determined by prorating the
difference between 100% and 66% according to the level of Cash Flow in excess of
the First Tier Goal divided by the difference between the levels of Cash Flow
represented by the Second Tier Goal and the First Tier Goal. If the level of
Cash Flow for a Plan Year is below the First Tier Goal established with respect
to such Plan Year, no bonus shall be payable under the Plan for that Plan Year.
(b) In the event any payment of a bonus otherwise payable under the Plan
occurs more than two months after the close of the Plan Year with respect to
which the bonus is paid because the required disclosure of the terms of the Plan
to the shareholders of the Company and the approval of the Plan by such
shareholders delays such bonus payment, the amount of the bonus otherwise
payable shall be increased by the amount such bonus payment would earn if it
were invested in an investment bearing a 7% annual rate of return, compounded
daily, or such other reasonable rate of interest as may be determined by the
Committee, during the period from the close of the Plan Year with respect to
which such bonus is paid and the date the bonus is actually paid.
(c) Notwithstanding anything contained herein to the contrary, in the event
there is a significant acquisition or disposition of any assets, business
division, company or other business operations of the Company that is reasonably
expected to have an effect on Cash Flow as otherwise determined under the terms
of the Plan, the First Tier Goal and the Second Tier Goal shall be adjusted to
take into account the impact of such acquisition or disposition by increasing or
decreasing such goals in the same proportion as Cash Flow of the Company would
have been affected for the prior Plan Year on a pro forma basis had such an
acquisition or disposition occurred on the same date during the prior Plan Year.
Such adjustment shall be based upon the historical equivalent of Cash Flow of
the assets so acquired or disposed of for the prior Plan Year, as shown by such
records as are available to the Company, as further adjusted to reflect any
aspects of the transaction that should be taken into account to ensure
comparability between amounts in the prior Plan Year and the current Plan Year.
(d) Notwithstanding the determination of the amount of a Participant's
bonus payable with respect to any Plan Year under Section 6(a), the Committee
shall have the
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discretion to reduce or eliminate the bonus otherwise payable to a Participant
if it determines that such a reduction or elimination of the bonus is in the
best interests of the Company.
7. COMMITTEE
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(a) Powers. The Committee shall have the power and duty to do all things
necessary or convenient to effect the intent and purposes of the Plan and not
inconsistent with any of the provisions hereof, whether or not such powers and
duties are specifically set forth herein, and, by way of amplification and not
limitation of the foregoing, the Committee shall have the power to:
(i) provide rules and regulations for the management, operation
and administration of the Plan, and, from time to time, to amend or supplement
such rules and regulations;
(ii) construe the Plan, which construction, as long as made in
good faith, shall be final and conclusive upon all parties hereto; and
(iii) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan in such manner and to such extent as it shall deem
expedient to carry the same into effect, and it shall be the sole and final
judge of when such action shall be appropriate.
The resolution of any questions with respect to payments and entitlements
pursuant to the provisions of the Plan shall be determined by the Committee, and
all such determinations shall be final and conclusive.
(b) Indemnity. No member of the Committee shall be directly or indirectly
responsible or under any liability by reason of any action or default by him as
a member of the Committee, or the exercise of or failure to exercise any power
or discretion as such member. No member of the Committee shall be liable in any
way for the acts or defaults of any other member of the Committee, or any of its
advisors, agents or representatives. The Company shall indemnify and save
harmless each member of the Committee against any and all expenses and
liabilities arising out of his own membership on the Committee.
(c) Compensation and Expenses. Members of the Committee shall receive no
separate compensation for services other than compensation for their services as
members of the Board of Directors, which compensation can include compensation
for services at any committee meeting attended in their capacity as members of
the Board of Directors. Members of the Committee shall be entitled to receive
their reasonable expenses incurred in administering the Plan. Any such expenses,
as well as extraordinary expenses authorized by the Company, shall be paid by
the Company.
(d) Participant Information. The Company shall furnish to the Committee in
writing all information the Company deems appropriate for the Committee to
exercise its powers and duties in administration of the Plan. Such information
shall be conclusive for all purposes of the Plan and the Committee shall be
entitled to rely thereon
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without any investigation thereof; provided, however, that the Committee may
correct any errors discovered in any such information.
(e) Inspection of Documents. The Committee shall make available to each
Participant, for examination at the principal office of the Company (or at such
other location as may be determined by the Committee), a copy of the Plan and
such of its records, or copies thereof, as may pertain to any benefits of such
Participant under the Plan.
8. TERMINATION AND AMENDMENT
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The Plan may be terminated or revoked by the Company at any time and
amended by the Company from time to time, provided that neither the termination,
revocation or amendment of the Plan may, without the written approval of the
Participant, reduce the amount of a bonus payment that is due, but has not yet
been paid, and provided further that no changes that would increase the amount
of bonuses determined under provisions of the Plan shall be effective without
approval by the Committee and without disclosure to and approval by the
shareholders of the Company in a separate vote prior to payment of such bonuses.
In addition, the Plan may be modified or amended by the Committee, as it deems
appropriate, in order to comply with any rules, regulations or other guidance
promulgated by the Internal Revenue Service with respect to applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), as
they relate to the exemption for "performance-based compensation" under the
limitations on the deductibility of compensation imposed under Code Section
162(m).
9. MISCELLANEOUS PROVISIONS
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(a) Unsecured Creditor Status. A Participant entitled to a bonus payment
hereunder, shall rely solely upon the unsecured promise of the Company, as set
forth herein, for the payment thereof, and nothing herein contained shall be
construed to give to or vest in a Participant or any other person now or at any
time in the future, any right, title, interest, or claim in or to any specific
asset, fund, reserve, account, insurance or annuity policy or contract, or other
property of any kind whatever owned by the Company, or in which the Company may
have any right, title, or interest, nor or at any time in the future.
(b) Other Company Plans. It is agreed and understood that any benefits
under this Plan are in addition to any and all benefits to which a Participant
may otherwise be entitled under any other contract, arrangement, or voluntary
pension, profit sharing or other compensation plan of the Company, whether
funded or unfunded, and that this Plan shall not affect or impair the rights or
obligations of the Company or a Participant under any other such contract,
arrangement, or voluntary pension, profit sharing or other compensation plan.
(c) Separability. If any term or condition of the Plan shall be invalid or
unenforceable to any extent or in any application, then the remainder of the
Plan, with the exception of such invalid or unenforceable provision, shall not
be affected thereby, and shall continue in effect and application to its fullest
extent.
(d) Continued Employment. Neither the establishment of the Plan, any
provisions of the Plan, nor any action of the Committee shall be held or
construed to confer
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upon any Participant the right to a continuation of employment by the Company.
The Company reserves the right to dismiss any employee (including a
Participant), or otherwise deal with any employee (including a Participant) to
the same extent as though the Plan had not been adopted.
(e) Incapacity. If the Committee determines that a Participant is unable to
care for his affairs because of illness or accident, any benefit due such
Participant under the Plan may be paid to his spouse, child, parent, or any
other person deemed by the Committee to have incurred expense for such
Participant (including a duly appointed guardian, committee, or other legal
representative), and any such payment shall be a complete discharge of the
Company's obligation hereunder.
(g) Jurisdiction. The Plan shall be construed, administered, and enforced
according to the laws of the Commonwealth of Pennsylvania, except to the extent
that such laws are preempted by the Federal laws of the United States of
America.
(h) Withholding. The Participant shall make appropriate arrangements with
the Company for satisfaction of any federal, state or local income tax
withholding requirements and Social Security or other tax requirements
applicable to the accrual or payment of benefits under the Plan. If no other
arrangements are made, the Company may provide, at its discretion, for any
withholding and tax payments as may be required.
Executed as of the 26th day of February, 2003.
COMCAST CORPORATION
BY:_____________________________________
ATTEST:_________________________________
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