Exhibit 10.11
COMCAST CORPORATION
2002 SUPPLEMENTAL CASH BONUS PLAN
1. BACKGROUND AND PURPOSE
Comcast Corporation, a Pennsylvania corporation, hereby
amends and restated the Comcast Corporation 2002 Supplemental Cash Bonus Plan
(the "Plan"), effective as of January 30, 2004. The purpose of the Plan is to
provide the senior management of Comcast Corporation (the "Company") and the
Company's Affiliates (as defined below) with an incentive to accomplish such
business objectives as from time to time may be determined by the Committee,
including, but not limited to the integration of the business of the former AT&T
Broadband Corp.
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" means a cash bonus award granted under
the Plan. An Award shall be expressed as the percentage of a Grantee's base
salary payable for a Plan Year that shall become payable if all of the Targets
established by the Committee are satisfied. The portion of an Award that shall
be payable to a Grantee shall be determined by the Committee in accordance with
the rules established for the Award for each Plan Year. In addition, in the
discretion of the Committee, based on the satisfaction of performance standards
as it may determine, whether or not previously designated as a Target, such
additional amounts as may be determined by the Committee may be included in an
Award for a Plan Year, consistent with the rules of the Plan.
(c) "Board" means the Board of Directors of the
Company.
(d) "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.
(e) "Committee" means the Compensation Committee of
the Board or such other committee of the Board assigned by the Board to
administer the Plan.
(f) "Company" means Comcast Corporation (formerly
known as AT&T Comcast Corporation), a Pennsylvania corporation, including any
successor thereto by merger, consolidation, acquisition of all or substantially
all the assets thereof, or otherwise.
(g) "Date of Grant" means the date on which an Award
is granted.
(h) "Eligible Employee" means an employee of the
Company or an Affiliate, as determined by the Committee.
(i) "Grantee" means an Eligible Employee who is
granted an Award.
(j) "Person" means an individual, a corporation, a
partnership, an association, a trust or any other entity or organization.
(k) "Plan" means the Comcast Corporation 2002
Supplemental Cash Bonus Plan, as set forth herein, and as amended from time to
time.
(l) "Plan Year" means the calendar year.
(m) "Qualitative Performance Standards" means
performance standards other than Quantitative Performance Standards, including
but not limited to customer satisfaction, management effectiveness, workforce
diversity and other Qualitative Performance Standards relevant to the Company's
business, as may be established by the Committee, and the achievement of which
shall be determined in the discretion of the Committee.
(n) "Quantitative Performance Standards" means
performance standards such as income, expense, operating cash flow, numbers of
customers of or subscribers for various services and products offered by the
Company or a division, customer service measurements and other objective
financial or service-based standards relevant to the Company's business as may
be established by the Committee.
(o) "Target" means, for any Plan Year, the
Qualitative Performance Standards and the Quantitative Performance Standards
established by the Committee, in its discretion. Qualitative Performance
Standards, Quantitative Performance Standards and the weighting of such
Standards may differ from Plan Year to Plan Year, and within a Plan Year, may
differ among Grantees or classes of Grantees.
(p) "Terminating Event" means any of the following
events:
(i) the liquidation of the Company; or
(ii) a Change of Control.
-2-
(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. ADMINISTRATION OF THE PLAN
(a) Administration. The Plan shall be administered by
the Committee. 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;
(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; and
(iv) determine whether the conditions to the
payment of a cash bonus pursuant to an Award have been satisfied.
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) Grants. Subject to the express terms and
conditions set forth in the Plan, the Committee shall have the power, from time
to time, to 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. The Committee may delegate to an officer of the
Company or a committee of two or more officers of the Company, its authority
under the Plan, including, but not limited to, its authority to grant an Award
and its authority to determine whether the conditions to the payment of a cash
bonus pursuant to an Award have been satisfied, with respect to any employee of
the Company or an Affiliate other than an employee of the Company or an
Affiliate who, at the time of the grant, has a base salary of $500,000 or more,
holds a position with Comcast Corporation of Senior Vice President or a position
of higher rank than Senior Vice President or is subject to the short-swing
profit recapture rules of section 16(b) of the 1934 Act. 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)
its delegate shall cease to be an employee of the Company for any reason or
(iii) its delegate shall notify the Committee that he declines to continue
exercise such authority.
-3-
(c) Grantee 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 without any investigation thereof; provided,
however, that the Committee may correct any errors discovered in any such
information.
4. 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.
5. AWARDS
The Committee may grant Awards in accordance with the Plan.
The terms and conditions of Awards shall be 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) Establishment of Targets and Conditions to
Payment of Awards.
(i) Awards shall be expressed as a
percentage of a Grantee's Base Salary.
(ii) 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.
(iii) The Award may provide for the payment
of Awards in installments, or upon the satisfaction of Qualitative Performance
Standards or Quantitative Performance Standards, on an individual, divisional or
Company-wide basis, as determined by the Committee.
(iv) The Committee shall establish the
Targets for each Plan Year beginning after 2002 no later than 90 days after the
first day of the Plan Year. Each Grantee shall be entitled to receive payment of
the Award for Plan Years beginning after 2002 only after certification by the
Committee that the Targets established by the Committee for such Plan Year have
been satisfied. The Company shall pay the Awards under the Plan to each Grantee
as soon as practicable with respect to each Plan Year.
(e) Termination of Grantee's Employment.
-4-
(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) Maximum Grant. In no event shall the amount paid
to any Grantee pursuant to an Award for any Plan Year beginning after 2002
exceed $5 million.
(g) Shareholder Approval. The effectiveness of the
grants of Awards under the Plan relating to payments on the satisfaction of the
Quantitative Performance Standards established by the Committee from time to
time with respect to Plan Years beginning after 2002 shall be conditioned on the
approval of the Plan by the Company's shareholders.
6. 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.
7. AMENDMENT AND TERMINATION
No Awards shall be granted for any period commencing after
December 31, 2012. 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.
8. MISCELLANEOUS PROVISIONS
(a) Unsecured Creditor Status. A Grantee entitled to
payment of an Award 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 Grantee 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,
-5-
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) Non-Assignment of Awards. 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.
(c) 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 Grantee 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 Grantee under any other such contract,
arrangement, or voluntary pension, profit sharing or other compensation plan.
(d) 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.
(e) 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 upon any Grantee the right to a continuation of
employment by the Company. The Company reserves the right to dismiss any
employee (including a Grantee), or otherwise deal with any employee (including a
Grantee) to the same extent as though the Plan had not been adopted.
(f) Incapacity. If the Committee determines that a
Grantee is unable to care for his affairs because of illness or accident, any
benefit due such Grantee 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 Grantee (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) Withholding. 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.
9. GOVERNING LAW
The Plan and all determinations made and actions taken
pursuant to the Plan shall be governed in accordance with Pennsylvania law.
10. EFFECTIVE DATE
The effective date of this amendment and restatement of the
Plan is January 30, 2004. The original effective date of the Plan is November
18, 2002.
-6-
Executed as of the 30th day of January, 2004
COMCAST CORPORATION
By: /s/ David L. Cohen
------------------------------
Attest: /s/ Arthur R. Block
--------------------------
-7-