Exhibit 10.1
COMCAST CORPORATION
1987 STOCK OPTION PLAN
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(As Amended and Restated, Effective November 18, 2002)
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 1987 Stock Option Plan, As Amended and Restated, Effective November
18, 2002, (the "Plan"), effective November 18, 2002, upon the consummation of
the combination of Comcast Holdings Corporation (formerly known as Comcast
Corporation) and Comcast Cable Communications Holdings, Inc. (formerly known as
AT&T Broadband Corp.) (the "AT&T Broadband Transaction").
The Company originally adopted the Comcast Corporation 1987
Stock Option Plan effective January 5, 1987. The Plan was originally intended as
an additional incentive to employees and non-employee members of the Board of
Directors (together the "Optionees") to enter into or remain in the employ of
the Company or any Affiliate (as defined below) or to serve on the Board of
Directors of the Company or any Affiliate and to devote themselves to the
Company's success by providing them with an opportunity to acquire or increase
their proprietary interest in the Company through receipt of rights (the
"Options") to acquire the Company's Class A Special Common Stock, par value,
$1.00 per share. Each Option granted under the Plan to an employee of the
Company or an Affiliate was intended to be an incentive stock option ("ISO")
within the meaning of section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code") for federal income tax purposes, except to the extent any
such ISO grant exceed the applicable limitation on the amount of Options that
could be granted as ISOs under the Code, and except for any Option specifically
designated at the time of grant as not being an ISO.
No additional Options may be granted under the Plan. Upon the
consummation of the AT&T Broadband Transaction, each Option to acquire Class A
Special Common Stock, par value, $1.00 per share of Comcast Holdings Corporation
(formerly known as Comcast Corporation), shall automatically become an option to
acquire Class A Special Common Stock, par value $0.01 per share, of Comcast
Corporation (formerly known as AT&T Comcast Corporation), a Pennsylvania
corporation. For purposes of the Plan, upon the consummation of the AT&T
Broadband Transaction, all references to the term "Common Stock" shall be
treated as a reference to the Class A Special Common Stock, par value $0.01 per
share, of Comcast Corporation (each, a "Share").
2. Administration.
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The Plan shall be administered by the Board of Directors of
Comcast Corporation ("the Sponsor"), or by the Compensation Committee of such
Board of Directors, or by any other committee or subcommittee designated by such
Board of Directors.
(a) Meetings.
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The Board or Committee administering Options outstanding
under the Plan (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.
(b) Grants. No additional Options shall be granted
under the Plan. ------
(c) Exculpation.
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No member of the Board of Directors of the Sponsor or of the
Committee shall be personally liable for monetary damages as such for any action
taken or any failure to take any action in connection with the administration of
the Plan or the granting of Options under it unless (i) the director or 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
Section 2(c) shall not apply to the responsibility or liability of a director or
a member of the Committee pursuant to any criminal statute.
(d) Indemnification.
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Each member of the Board of Directors of the Sponsor or 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 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
Options under it in which he may be involved by reason of his being or having
been a member of the Board of Directors or the Committee, whether or not he
continues to be such member of the Board or the Committee at the time of the
action, suit or proceeding.
3. Eligibility.
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No individuals are eligible to receive additional grants of
Options under the Plan.
4. Term of Plan.
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The Plan was originally effective as of January 5, 1987. No
additional Options may be granted under the Plan.
5. Terms and Conditions of Options.
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The rules governing the grant, terms and expiration of
Options granted pursuant to the Plan are contained in the Comcast Corporation
1987 Stock Option Plan as in effect immediately before the consummation of the
AT&T Broadband Transaction, and as evidenced by written documents (the "Option
Documents") previously issued pursuant to the Plan, and as may amended by mutual
consent of the Sponsor, as successor to the Company, and the Optionee or the
Optionee's successor-in-interest.
6. Medium of Payment For Option Shares.
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An Optionee shall pay for Shares deliverable on the exercise
of an Option ("Option Shares") (i) in cash, (ii) by certified check payable to
the order of the Sponsor, or (iii) by a combination of the foregoing. To the
extent that an Option Document provides that payment may be made all or in part
in Other Available Shares; provided, however, that Option Shares may not be paid
for in shares of Comcast Corporation Class A or Class A Special Common Stock if
such method of payment would result in liability
under section 16(b) of the Securities Exchange Act of 1934 to an Optionee.
Except as otherwise provided by the Committee, if payment is made in whole or in
part in shares of Comcast Corporation Class A or Class A Special Common Stock,
then the Optionee shall deliver to the Company certificates registered in the
name of such Optionee representing shares of Comcast Corporation Class A or
Class A Special Common Stock legally and beneficially owned by such Optionee,
free of all liens, claims and encumbrances of every kind and having a fair
market value on the date of delivery that is not greater than the Option Price
of the Option Shares with respect to which such Option is to be exercised,
accompanied by stock powers duly endorsed in blank by the record holder of the
shares represented by such certificates. Notwithstanding the foregoing, the
Committee, in its sole discretion, may refuse to accept shares of Comcast
Corporation Class A or Class A Special Common Stock in payment of the Option
Price. In that event, any certificates representing shares of Comcast
Corporation Class A or Class A Special Common Stock which were delivered to the
Sponsor shall be returned to the Optionee with notice of the refusal of the
Committee to accept such shares in payment of the Option Price. The Committee
may impose such limitations and prohibitions on the use of shares of Comcast
Corporation Class A or Class A Special Common Stock to exercise an Option as it
deems appropriate.
7. Transfers.
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This Section 7 shall not apply to Options described in
Section 8.
(a) In General.
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Except as provided in Section 7(b), no Option granted under
the Plan may be transferred, except by will or by the laws of descent and
distribution. During the lifetime of the person to whom an Option is granted,
such Option may be exercised only by him.
(b) Transferable Options.
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The Committee may, in its discretion, at the time of grant of
an Option that is not an ISO (an "NQO") or by amendment of an Option Document
for an ISO or an NQO, provide that Options granted to or held by an Optionee may
be transferred, in whole or in part, to one or more transferees and exercised by
any such transferee; provided further that (A) any such transfer is without
consideration and (B) each transferee is a member of such Optionee's Immediate
Family (as hereinafter defined); and provided further that any ISO granted
pursuant to an Option Document which is amended to permit transfers during the
lifetime of the Optionee shall, upon the effectiveness of such amendment, be
treated thereafter as an NQO. No transfer of an Option shall be effective unless
the Committee is notified of the terms and conditions of the transfer and the
Committee determines that the transfer complies with the requirements for
transfers of Options under the Plan and the Option Document. Any person to whom
an Option has been transferred may exercise any Options only in accordance with
the provisions of the Option Document and this Section 7. For purposes of this
Section 7, the term "Immediate Family" shall mean an Optionee's spouse and
lineal descendants, any trust all beneficiaries of which are any of such persons
and any partnership all partners of which are any of such persons.
(c) Amendment.
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The Committee shall have the right to amend Option Documents
issued to an Optionee subject to his consent, except that the consent of the
Optionee shall not be required for any amendment made pursuant to the rules of
the Plan governing "Terminating Events."
8. Certain Options Awarded to Brian L. Roberts.
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With respect to those Options awarded to Brian L. Roberts on
January 8, 1992 and January 6, 1993 and which remain unexercised, and
notwithstanding Section 7(b) of this Plan, the Committee may, in its discretion,
amend such Options to provide that such Options may be transferred by Mr.
Roberts, in whole or in part, to one or more transferees and exercised by any
such transferee, provided that (i) any such transfer is without consideration,
and (ii) each transferee is a member of Mr. Roberts' Immediate Family.
"Immediate Family" shall mean Mr. Roberts' spouse, children, grandchildren, any
trust all beneficiaries of which are such persons, and any partnership all
partners of which are such persons. In the event the Committee so amends such
Options, the Committee shall include in such amended Options such further
provisions as it determines are necessary or appropriate at the time of such
amendment to permit the Company to deduct compensation expenses recognized upon
exercise of such options for federal or state income tax purposes.
9. Exercise.
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No Option shall be deemed to have been exercised prior to the
receipt by the Company of written notice of such exercise and of payment in full
of the Option Price for the Option Shares to be purchased. Each such notice
shall specify the number of Option Shares to be purchased and shall (unless the
Option Shares are covered by a then current registration statement or a
Notification under Regulation A under the Securities Act of 1933 (the "Act")),
contain the Optionee's acknowledgment in form and substance satisfactory to the
Sponsor that (2) such Option Shares are being purchased for investment and not
for distribution or resale (other than a distribution or resale which, in the
opinion of counsel satisfactory to the Sponsor, may be made without violating
the registration provisions of the Act), (b) the Optionee has been advised and
understands that (i) the Option Shares have not be registered under the Act and
are "restricted securities" within the meaning of Rule 144 under the Act and are
subject to restrictions on transfer and (ii) the Sponsor is under no obligation
to register the Option Shares under the Act or to take any action which would
make available to the Optionee any exemption from such registration, and (c)
such Option Shares may not be transferred without compliance with all applicable
federal and state securities laws. Notwithstanding the above, should the Sponsor
be advised by counsel that issuance of shares should be delayed pending (A)
registration under federal or state securities laws or (B) the receipt of an
opinion that an appropriate exemption therefrom is available, the Sponsor may
defer exercise of any Option granted hereunder until either such event in (A) or
(B) has occurred.
10. Adjustments on Changes in Capitalization.
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The aggregate number of shares and class of shares as to
which Options may be granted hereunder, the number of shares covered by each
outstanding Option, and the Option Price thereof 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
Sponsor resulting from a subdivision or consolidation of the Common Stock and/or
other outstanding equity security or a recapitalization or other capital
adjustment (not including the issuance of Common Stock on the conversion of
other securities of the Sponsor which are convertible into Common Stock)
affecting the Common Stock which is effected without receipt of consideration by
the Sponsor. The Committee shall have authority to determine the adjustments to
be made under this Section 10 and any such
determination by the Committee shall be final, binding and conclusive; provided,
however, that no adjustment shall be made which will cause an ISO to lose its
status as such without the consent of the Optionee.
11. Amendment of the Plan.
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The Board or the Committee may amend the Plan from time to
time in such manner as it may deem advisable.
12. Continued Employment.
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The previous grant of an Option pursuant to the Plan shall
not be construed to imply or to constitute evidence of any agreement, express or
implied, on the part of the Sponsor or any Affiliate to retain the Optionee in
the employ of the Sponsor or an Affiliate or as a member of the Board of
Directors or in any other capacity.
13. Withholding of Taxes.
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(a) Whenever the Sponsor proposes or is required to
deliver or transfer Option Shares in connection with the exercise of an Option,
the Sponsor shall have the right to (i) require the recipient to remit to the
Sponsor 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 such Option Shares or (ii) take any action
whatever that it deems necessary to protect its interests with respect to tax
liabilities. The Sponsor's obligation to make any delivery or transfer of Option
Shares shall be conditioned on the recipient's compliance, to the Sponsor's
satisfaction, with any withholding requirement.
(b) Except as otherwise provided in this Section
13(b), any tax liabilities incurred in connection with the exercise of an Option
under the Plan other than an ISO shall be satisfied by the Sponsor's withholding
a portion of the Option Shares underlying the Option exercised having a fair
market value approximately equal to the minimum amount of taxes required to be
withheld by the Sponsor under applicable law, unless otherwise determined by the
Committee with respect to any participant. Notwithstanding the foregoing, the
Committee may permit an Optionee to elect one or both of the following: (i) to
have taxes withheld in excess of the minimum amount required to be withheld by
the Sponsor under applicable law; provided that the Optionee certifies in
writing to the Sponsor that the Optionee owns a number of Other Available Shares
that is at least equal to the number to be withheld by the Sponsor for the
then-current exercise on account of withheld taxes in excess of such minimum
amount, and (ii) to pay to the Sponsor in cash all or a portion of the taxes to
be withheld upon the exercise of an Option. In all cases, the Option Shares so
withheld by the Sponsor 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
Optionee. The fair market value of such shares shall be determined based on the
last reported sale price of a share of Common Stock on the principal exchange on
which the Common Stock is listed or, if not so listed, on the Nasdaq Stock
Market on the last trading day prior to the date on which the Option is
exercised. Any election pursuant to this Section 13(b) 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 Section 13(b) may be made only by an Optionee or, in the event of the
Optionee's death, by the Optionee's legal
representative. No shares withheld pursuant to this Section 13(b) shall be
available for subsequent grants under the Plan. The Committee may add such other
requirements and limitations regarding elections pursuant to this Section 13(b)
as it deems appropriate.
14. Terminating Events.
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(a) The Sponsor shall give Optionees 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. Upon receipt of such notice, and for a period of ten (10)
days thereafter (or such shorter period as the Board shall reasonably determine
and so notify the Optionees), each Optionee shall be permitted to exercise the
Option to the extent the Option are then exercisable; provided that, the Sponsor
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may, by similar notice, require the Optionee to exercise the Option, to the
extent the Option is then exercisable, or to forfeit the Option (or portion
thereof, as applicable). The Committee may, in its discretion, provide that upon
the Optionee's receipt of the notice of a Terminating Event under this Section
14(a), the entire number of Shares covered by Options shall become immediately
exercisable. Upon the close of the period described in this Section 14(a) during
which an Option may be exercised in connection with a Terminating Event, such
Option (including such portion thereof that is not exercisable) shall terminate
to the extent that such Option have not theretofore been exercised.
(b) Notwithstanding Section 14(a), in the event the
Terminating Event is not consummated, the Option shall be deemed not to have
been exercised and shall be exercisable thereafter to the extent it would have
been exercisable if no such notice had been given.
15. Additional Definitions.
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(a) "Affiliate."
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For purposes of this Section 15, "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) "Board"
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means the board of directors of Comcast Corporation.
(c) "Change of Control"
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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 Sponsor such that
such Person has the ability to direct the management of the Sponsor, 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.
(d) "Comcast Plan"
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means any restricted stock, stock bonus, stock option or
other compensation plan, program or arrangement established or maintained by the
Sponsor or an Affiliate of the Sponsor, including, but not limited to this Plan,
the Comcast Corporation 2002 Restricted Stock Plan, the Comcast Corporation 2002
Stock Option Plan and the AT&T Broadband Corp. Adjustment Plan.
(e) "Other Available Shares"
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means, as of any date, the excess, if any of:
(i) the total number of Shares owned by an
Optionee; over
(ii) the sum of:
(A) the number of Shares owned by
such Optionee for less than six months; plus
(B) the number of Shares owned by
such Optionee that has, within the preceding six months, been the subject of a
withholding certification pursuant to Paragraph 13(b) or any similar withholding
certification under any other Comcast Plan; plus
(C) the number of Shares owned by
such Optionee 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 Sponsor or an Affiliate of the
Sponsor, under any Comcast Plan, but only to the extent of the number of Shares
surrendered or attested to; plus
(D) the number of Shares owned by
such Optionee as to which evidence of ownership has, within the preceding six
months, been provided to the Sponsor (or, for prior to the consummation of the
AT&T Broadband Transaction, the Company) in connection with the crediting of
"Deferred Stock Units" to such Optionee's Account under the Comcast Corporation
2002 Deferred Stock Option Plan (as in effect from time to time).
For purposes of this Paragraph 14(e), a Share that is subject to a deferral
election pursuant to another Comcast Plan shall not be treated as owned by an
Optionee until all conditions to the delivery of such Share have lapsed. For
purposes of determining the number of Other Available 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 Common Stock as a
result of the AT&T Broadband Transaction.
(f) "Person"
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means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
(g) "Sponsor"
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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.
(h) "Terminating Event"
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means any of the following events:
(i) the liquidation of the Sponsor; or
(ii) a Change of Control.
(i) "Third Party"
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means any Person, together with such Person's
Affiliates, provided that the term "Third Party" shall not include the Sponsor
or an Affiliate of the Sponsor.
Executed as of the 18th day of November, 2002
COMCAST CORPORATION
BY:_______________________________
ATTEST:___________________________