Exhibit 10.7
COMCAST CORPORATION
2004 MANAGEMENT ACHIEVEMENT PLAN
1. BACKGROUND AND PURPOSE
Comcast Corporation, a Pennsylvania corporation (the
"Company"), hereby adopts the Comcast Corporation the Comcast Corporation 2004
Management Achievement Plan (the "Plan"), The purpose of the Plan is to promote
the ability of the Company 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. The Plan is intended to permit the maximum amount of
flexibility to permit the Company to authorize cash bonus awards based on the
attainment of performance objectives at individual, regional, divisional,
line-of-business or Company-wide levels.
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.
(c) "Award Period" means, except as otherwise provided in
the terms of an Award, 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.
(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, a Pennsylvania
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 2004 Management
Achievement 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.
(r) "Transfer" means the reassignment of an Eligible
Employee from one employer to another, each of which is 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.
(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:
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(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) 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 Awards to any employee or officer of
the Company who, at the time of the grant, (1) has a base salary of less than
$500,000, (2) holds a position with Comcast Corporation of Senior Vice President
or a position of higher rank or (c) is subject to the short-swing profit
recapture rules of section 16(b) of the Securities Exchange Act of 1934. 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.
(d) 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.
(e) 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.
(f) 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.
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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:
(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 individual, regional, divisional,
line-of business 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 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) Except as otherwise provided in an Award, 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.
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(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
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 the Plan is January 1, 2004.
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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 30th day of January, 2004.
COMCAST CORPORATION
By: /s/ David L. Cohen
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Attest: /s/ Arthur R. Block
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