Exhibit 10.9
COMCAST CORPORATION
2002 CASH BONUS PLAN
1. BACKGROUND AND PURPOSE
Comcast Corporation, a Pennsylvania corporation (the "Company"), hereby
amends and restates the Comcast Corporation the Comcast Corporation 2002 Cash
Bonus 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.
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 Company's acquisition of AT&T Broadband Corp. 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.
(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 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.
(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
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(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, 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.
(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 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.
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(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
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
March 3, 2003.
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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 3rd day of March, 2003.
COMCAST CORPORATION
By: /s/ David L. Cohen
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Attest: /s/ Arthur R. Block
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