Exhibit 10.12
COMCAST CORPORATION
2002 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(As Amended And Restated, Effective December 17, 2003)
1. BACKGROUND AND PURPOSE
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 2002 Non-Employee Director Compensation Plan,
effective February 26, 2003. The purpose of the Plan is to provide Non-Employee
Directors of COMCAST CORPORATION (the "Company") with compensation for services
to the Company.
2. DEFINITIONS
(a) "Annual Retainer" means the amount payable for service as a
Non-Employee Director for a calendar year, as a member of
the Board, and as a member of one or more Committees as
determined under Paragraph 3(a) of the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Board Meeting" means a meeting of the Board, whether in
person or by telephone.
(d) "Committee" means a duly-constituted committee of the Board.
(e) "Committee Meeting" means a meeting of a Committee, whether
in person or by telephone, other than a meeting of a
Committee that is convened and held during a Board Meeting.
(f) "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.
(g) "Non-Employee Director" means an individual who is a member
of the Board, and who is not an employee of the Company,
including an individual who is a member of the Board and who
previously was an employee of the Company.
(h) "Plan" means the Comcast Corporation 2003 Non-Employee
Director Compensation Plan, as set forth herein, and as
amended from time to time.
(i) "Plan Year" means (i) the period from November 18, 2002
through December 31, 2002 and (ii) each calendar year
beginning after 2002.
(j) "Share" means a share of Comcast Corporation Class A Common
Stock, par value $0.01.
3. NON-EMPLOYEE DIRECTOR COMPENSATION
(a) Non-Employee Director Compensation Package. Effective as of
January 1, 2004, Non-Employee Directors shall be entitled to
payments, grants and awards determined as follows:
(i) Annual Retainer. The Annual Retainer for service
to the Company as a Non-Employee Director shall be
$50,000.
(ii) Board Meeting Fee. The fee payable for attendance
in person or via telephone at a Board Meeting
shall be $2,000. The Board Meeting Fee will also
be paid when a member of the Board is asked to
attend a meeting or otherwise to conduct business
on behalf of the Company in his or her capacity as
a Director.
(iii) Annual Retainer: Chair - Audit Committee. The
Annual Retainer for service as Chair of the Audit
Committee shall be $20,000
(iv) Annual Retainer: Member - Audit Committee. The
Annual Retainer for service as a member of the
Audit Committee shall be $10,000.
(v) Annual Retainer: Chair - Compensation Committee.
The Annual Retainer for service as Chair of the
Compensation Committee shall be $10,000.
(vi) Annual Retainer: Member - Compensation Committee.
The Annual Retainer for service as a member of the
Compensation Committee shall be $5,000.
(vii) Annual Retainer: Chair - Any Committee of the
Board other than the Audit Committee or the
Compensation Committee. The Annual Retainer for
service as the Chair of any committee of the Board
other than the Audit Committee or the Compensation
Committee shall be $5,000.
(viii) Annual Retainer: Member - Any Committee of the
Board other than the Audit Committee or the
Compensation Committee. The Annual Retainer for
service as a member of any committee of the Board
other than the Audit Committee or the Compensation
Committee shall be $2,500.
(ix) Committee Meeting Fee - Audit Committee and
Compensation Committee. The fee payable for
attendance in person or via telephone at a
Committee Meeting of the Audit Committee or the
Compensation Committee shall be $2,500.
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(x) Committee Meeting Fee - Any Committee of the Board
other than the Audit Committee or the Compensation
Committee. The fee payable for attendance in
person or via telephone at a Committee Meeting of
any Committee other than the Audit Committee or
the Compensation Committee shall be $1,000.
(x) Stock Options.
(A) As of November 20, 2002 and as of November 2002 of each Plan
Year beginning after 2002, the Board shall grant
non-qualified options to purchase 7,500 Shares to each
Non-Employee Director who is in service as of each such
date; provided that with respect to each individual who
first becomes a Non-Employee Director after November 20,
2002, the Board shall grant a number of non-qualified
options to purchase Shares determined as follows:
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Date of Commencement of Service as a Non-Employee Director Number of Shares Subject to Grant of Non-Qualified
Options
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After November 20 of a Plan Year and before the next 7,500
following February 20
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After February 20 of a Plan Year and before the next 5,625
following May 20
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After May 20 of a Plan Year and before the next following 3,750
August 20
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After August 20 of a Plan Year and before the next 1,875
following November 20
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Each non-qualified option shall (1) generally be exercisable for 10 years from
the date of grant, provided that options, to the extent then exercisable, shall
be exercisable for 90 days following a termination of service for any reason
other than death, disability or attainment of a mandatory retirement age; (2)
vest and be exercisable in full after six months from the date of grant,
provided that the Director continues in service for six months from the date of
grant; (3) have an option price equal to the fair market value of the option
share on the date of grant; and (4) bear such other terms and conditions of such
shall be determined by the Board in its discretion.
(B) In the event that Shares are changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company,
whether through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split-up or other substitution
of securities of the Company, the number and class of shares of stock
subject to the grant of Non-Qualified Options under the Plan shall be
adjusted consistent with the adjustment made pursuant to the Comcast
Corporation 2002 Stock Option Plan (or such other more
recently-adopted generally applicable Plan pursuant to which the
Company grants stock options), and such adjustment shall be effective
and binding for all purposes of this Plan.
(b) Payment Practices. Payments, grants and awards described in
Paragraph 3(a) of the Plan shall be subject to the following
payment practices:
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(i) Annual Retainer payments described in Paragraphs
3(a)(i), 3(a)(iii), 3(a)(iv), 3(a)(v), 3(a)(vi),
3(a)(vii) and 3(a)(viii) are payable as soon as
reasonably practicable following the close of each
calendar quarter, in arrears. Payments shall be
pro-rated for partial years of service as a
Non-Employee Director or on a Committee of the
Board, so that a Non-Employee Director shall be
entitled to one-quarter of each Annual Retainer
payment referenced in this Paragraph 3(b)(i) for
each calendar quarter within which such
Non-Employee Director has one or more days of
service as a Non-Employee Director. The Annual
Retainer amounts adopted as part of the amendment
and restatement of the Plan effective February 26,
2003 shall apply for the first calendar quarter of
2003 for any Non-Employee Director in service as a
Non-Employee Director (including with respect to
Committee assignments) for the period from
February 26, 2003 through March 31, 2003.
(ii) A Non-Employee Director may elect to receive up to
50% of the Annual Retainer amount described in
Paragraph 3(a)(i) and payable after 2002 in the
form of Shares. The number of Shares payable to a
Non-Employee Director shall be determined based on
the closing price of Shares on the last business
day of each calendar quarter.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board. Subject to the express
terms and conditions set forth in the Plan, the Board shall have the power, from
time to time, to 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 Board
in all matters as stated above shall be conclusive.
5. 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.
6. AMENDMENT AND TERMINATION
The Plan may be amended or terminated by the Board at any time. No
accrued right to payment as determined under Paragraph 3 shall be affected by
any such termination or amendment without the written consent of the affected
Non-Employee Director.
7. EFFECTIVE DATE
The effective date of this amended and restatement of the Plan is
December 17, 2003, and applies with respect to services provided on or after
January 1, 2004. The original effective date of the Plan is November 18, 2002.
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8. GOVERNING LAW
The Plan and all determinations made and actions taken pursuant to the
Plan shall be governed in accordance with Pennsylvania law.
COMCAST CORPORATION
By: /s/ David L. Cohen
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Attest: /s/ Arthur R. Block
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SCHEDULE I
COMCAST CORPORATION
NON-EMPLOYEE DIRECTOR COMPENSATION
2004
- --------------------------------------------------- -------------------------------------------------
Director Annual Retainer $50,000,
subject to election to
receive up to half in the
form of Comcast Corporation
Class A Common Stock
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Board Meeting Fee* $2,000
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Audit Committee Annual Retainer - Chair $20,000
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Compensation Committee Annual Retainer - Chair $10,000
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Other Committee Annual Retainer - Chair $5,000
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Audit Committee Annual Retainer - Member $10,000
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Compensation Committee Annual Retainer - Member $5,000
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Other Committee Annual Retainer - Member $2,500
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Committee Meeting Fee - Audit Committee $2,500
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Committee Meeting Fee - Compensation Committee $2,500
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Committee Meeting Fee - Other Committee $1,000
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Annual Stock Option Grant 7,500 shares
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* Fee will also be paid when a member of the Board is asked to attend a
meeting or otherwise to conduct business on behalf of the Company in his/her
capacity as Director.
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