Exhibit 10.5
COMCAST CORPORATION
2002 DEFERRED STOCK OPTION PLAN
ARTICLE 1 - CONTINUATION AND COVERAGE OF PLAN
1.1. Continuation of Plan. COMCAST CORPORATION, a Pennsylvania
corporation, hereby amends and restates the Comcast Corporation 2002 Deferred
Stock Option Plan (the "Plan"), effective January 30, 2004. The Plan was
initially adopted effective September 16, 1997 and was amended and restated
effective June 21, 1999, December 19, 2000, November 29, 2001, April 29, 2002,
November 18, 2002, February 26, 2003 and July 30, 2003.
1.2. Plan Unfunded and Limited to Outside Directors and Select Group of
Management or Highly Compensated Employees. The Plan is unfunded and is
maintained primarily for the purpose of providing outside directors and a select
group of management or highly compensated employees the opportunity to defer
compensation otherwise payable to such outside directors and management or
highly compensated employees. The Plan provides an opportunity for outside
directors and management or highly compensated employees to defer the receipt of
Shares upon the exercise of Options and to convert the right to receive Shares
to the right to receive the cash value thereof as of the date of such
conversion, plus interest thereon from the date of such conversion, in
accordance with the terms of the Plan.
ARTICLE 2 - DEFINITIONS
2.1. "Account" means unfunded bookkeeping accounts established pursuant
to Section 5.1 and maintained by the Administrator in the names of the
respective Participants (a) to which Deferred Stock Units, dividend equivalents
and earnings on dividend equivalents shall be credited with respect to the
portion of the Account allocated to the Company Stock Fund and (b) to which an
amount equal to the Fair Market Value of Deferred Stock Units with respect to
which a Diversification Election has been made and interest thereon from the
date of such election shall be credited with respect to the portion of the
Account allocated to the Income Fund, and from which all amounts distributed
pursuant to the Plan shall be debited.
2.2. "Active Participant" means:
(a) Each Participant who is in active service as an Outside
Director;
(b) Each Participant who is actively employed by a Participating
Company as an Eligible Employee; and
(c) A Permitted Transferee of an individual described in Section
2.2(a) or Section 2.2(b), if applicable.
2.3. "Administrator" means the Committee.
2.4. "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.
2.5. "Annual Rate of Pay" means, as of any date, an employee's
annualized base pay rate. An employee's Annual Rate of Pay shall not include
sales commissions or other similar payments or awards.
2.6. "Applicable Interest Rate" means:
(a) Except as otherwise provided in Section 2.6(b), the
Applicable Interest Rate means 8% per annum, compounded
annually as of the last day of the calendar year, or such
other interest rate established by the Administrator from
time to time. The effective date of any reduction in the
Applicable Interest Rate shall not precede the latest of (i)
November 29, 2003, (ii) the 30th day following the date of
the Administrator's action to establish a reduced rate or
(ii) the lapse of 24 full calendar months from the date of
the most recent adjustment of the Applicable Interest Rate
by the Administrator.
(b) Effective for the period extending from a Participant's
employment termination date to the date the Participant's
Account is distributed in full, the Administrator, in its
sole and absolute discretion, may designate the term
"Applicable Interest Rate" for such Participant's Account to
mean the lesser of (i) the rate in effect under Section
2.6(a) or (ii) the Prime Rate plus one percent, compounded
annually as of the last day of the calendar year.
Notwithstanding the foregoing, the Administrator may
delegate its authority to determine the Applicable Interest
Rate under this Section 2.6(b) to an officer of the Company
or committee of two or more officers of the Company.
2.7. "AT&T Broadband Transaction" means the acquisition of AT&T
Broadband Corp. (now known as Comcast Cable Communications Holdings, Inc.) by
the Company.
2.8. "Beneficiary" means such person or persons or legal entity or
entities, including, but not limited to, an organization exempt from federal
income tax under section 501(c)(3) of the Code, designated by a Participant or
Beneficiary to receive benefits pursuant to the terms of the Plan after such
Participant's or Beneficiary's death. If no Beneficiary is designated by the
Participant or Beneficiary or if no Beneficiary survives the Participant or
Beneficiary (as the case may be), the Participant's Beneficiary shall be the
Participant's Surviving Spouse if the Participant has a Surviving Spouse and
otherwise the Participant's estate and the Beneficiary of a Beneficiary shall be
the Beneficiary's Surviving Spouse if the Beneficiary has a Surviving Spouse and
otherwise the Beneficiary's estate.
2.9. "Board" means the Board of Directors of the Company.
2.10. "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.
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2.11. "Code" means the Internal Revenue Code of 1986, as amended.
2.12. "Comcast Option Plan or Plans" means the Comcast Corporation 1987
Stock Option Plan, or the Comcast Corporation 2002 Stock Option Plan, the AT&T
Broadband Corp. Adjustment Plan, or any other incentive or non-qualified stock
option plan subsequently adopted by the Company or a Related Corporation.
2.13. "Comcast Plan" means any restricted stock, stock bonus, stock
option or other compensation plan, program or arrangement established or
maintained by the Company or an Affiliate, including, but not limited to this
Plan, the Comcast Corporation 2002 Restricted Stock Plan and the Comcast Option
Plans.
2.14. "Committee" means the Compensation Committee of the Board of
Directors of the Company.
2.15. "Common Stock" means Company's Class A Common Stock, par value
$.01 per share, including a fractional share.
2.16. "Company" means Comcast Corporation, a Pennsylvania corporation,
as successor to Comcast Corporation, including any successor thereto by merger,
consolidation, acquisition of all or substantially all the assets thereof, or
otherwise.
2.17. "Company Stock" means Common Stock or such other securities as
may be issued by the Company pursuant to adjustments as provided in Article 11.
2.18. "Company Stock Fund" means a hypothetical investment fund
pursuant to which Deferred Stock Units are credited with respect to an Option
subject to an Initial Election, and thereafter until the date of distribution or
the effective date of a Diversification Election, to the extent a
Diversification Election applies to such Deferred Stock Units, as applicable.
The portion of a Participant's Account deemed invested in the Company Stock Fund
shall be treated as if such portion of the Account were invested in hypothetical
shares of Common Stock or Special Common Stock otherwise deliverable as Option
Shares on the exercise of an Option, and all dividends and other distributions
paid with respect to Common Stock or Special Common Stock were held uninvested
in cash and credited with interest at the Applicable Interest Rate as of the
next succeeding December 31 (to the extent the Account continues to be deemed
credited in the form of Deferred Stock Units through such December 31).
2.19. "Date of Grant" means the date as of which an Option is granted.
2.20. "Death Tax Clearance Date" means the date upon which a Deceased
Participant's or a deceased Beneficiary's Personal Representative certifies to
the Administrator that (a) such Deceased Participant's or deceased Beneficiary's
Death Taxes have been finally determined, (b) all of such Deceased Participant's
or deceased Beneficiary's Death Taxes apportioned against the Deceased
Participant's or deceased Beneficiary's Account have been paid in full and (c)
all potential liability for Death Taxes with respect to the Deceased
Participant's or deceased Beneficiary's Account has been satisfied.
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2.21. "Death Taxes" means any and all estate, inheritance,
generation-skipping transfer, and other death taxes as well as any interest and
penalties thereon imposed by any governmental entity (a "taxing authority") as a
result of the death of the Participant or the Participant's Beneficiary.
2.22. "Deceased Participant" means:
(a) A Participant whose employment, or, in the case of a
Participant who was an Outside Director, a Participant whose
service as an Outside Director, is terminated by death;
(b) A Participant who dies following termination of active
employment or active service; or
(c) A Permitted Transferee of an individual described in Section
2.22(a) or 2.22(b), if applicable.
2.23. "Deferred Stock Units" mean the number of hypothetical Shares
determined as the excess of (a) the number of Option Shares over (b) the number
of Other Available Shares having a Fair Market Value as of the date of exercise
of an Option equal to the exercise price for such Option Shares (hereinafter
referred to in this Section 2.23 as the "Payment Shares"), as to which an
Outside Director, Former Outside Director, Eligible Employee, Former Eligible
Employee or Successor-in-Interest provides to the Company evidence of ownership
of sufficient Payment Shares to pay the exercise price for such Option Shares;
provided, however, that if the Option is for Common Stock, the Deferred Stock
Units shall be credited to the Participant's Account as Deferred Common Stock
Units, and if the Option is for Special Common Stock, the Deferred Stock Units
shall be credited to the Participant's Account as Deferred Special Common Stock
Units. Provision of a notarized statement under oath to the Company by the
Outside Director, Former Outside Director, Eligible Employee, Former Eligible
Employee or Successor-in-Interest attesting to the number of Payment Shares
owned by the Outside Director, Former Outside Director, Eligible Employee,
Former Eligible Employee or Successor-in-Interest and held by a securities
broker for the Outside Director, Former Outside Director, Eligible Employee,
Former Eligible Employee or Successor-in-Interest in "street name" or provision
of the certificate numbers to the Company by the Outside Director, Former
Outside Director, Eligible Employee, Former Eligible Employee or
Successor-in-Interest of the Payment Share stock certificates actually held by
the Outside Director, Former Outside Director, Eligible Employee, Former
Eligible Employee or Successor-in-Interest shall constitute acceptable evidence
of ownership.
2.24. "Disabled Participant" means
(a) A Participant whose employment or, in the case of a
Participant who is an Outside Director, a Participant whose
service as an Outside Director, is terminated by reason of
disability;
(b) A Participant who becomes disabled (as determined by the
Committee) following termination of active service;
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(c) The duly-appointed legal guardian of an individual described
in Section 2.24(a) or 2.24(b) acting on behalf of such
individual; or
(d) A Permitted Transferee of an individual described in Section
2.24(a) or 2.24(b), if applicable.
2.25. "Diversification Election" means a Participant's election to have
a portion of the Participant's Account credited in the form of Deferred Stock
Units under the Company Stock Fund deemed liquidated and credited thereafter
under the Income Fund, as provided in Section 5.2(b).
2.26. "Eligible Employee" means:
(a) Each employee of a Participating Company whose Annual Rate
of Pay is $200,000 or more as of both (i) the date on which
an Initial Election is filed with the Administrator and (ii)
the first day of the calendar year in which such Initial
Election is filed
(b) Each employee of a Participating Company who has an Annual
Rate of Pay of $125,000 as of each of (i) June 30, 2002;
(ii) the date on which an Initial Election is filed with the
Administrator and (iii) the first day of each calendar year
beginning after December 31, 2002.
(c) Each New Key Employee.
(d) Each other employee of a Participating Company who is
designated by the Committee, in its sole and absolute
discretion, as an Eligible Employee.
2.27. "Fair Market Value" shall mean:
(a) If Shares are listed on a stock exchange, Fair Market Value
shall be determined based on the last reported sale price of
a Share on the principal exchange on which Shares are listed
on the date of determination, or if such date is not a
trading day, the next trading date.
(b) If Shares are not so listed, but trades of Shares are
reported on the Nasdaq National Market, Fair Market Value
shall be determined based on the last quoted sale price of a
Share on the Nasdaq National Market on the date of
determination, or if such date is not a trading day, the
next trading date.
(c) If Shares are not so listed nor trades of Shares so
reported, Fair Market Value shall be determined by the
Committee in good faith.
2.28. "Former Eligible Employee" means an individual who has ceased to
be actively employed by a Participating Company for any reason but who,
immediately preceding his termination of employment, was an Eligible Employee.
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2.29. "Former Outside Director" means an individual who has ceased to
be a member of the Board, but who, immediately preceding his cessation of
service as a member of the Board was an Outside Director.
2.30. "Immediate Family" means an Outside Director's, Former Outside
Director's, Eligible Employee's or Former Eligible Employee's spouse and lineal
descendants, any trust all beneficiaries of which are any of such persons and
any other entity all members or owners of which are any of such persons.
2.31. "Income Fund" means a hypothetical investment fund pursuant to
which an amount equal to the Fair Market Value of Deferred Stock Units subject
to a Diversification Election is credited as of the effective date of such
Diversification Election and as to which interest is credited thereafter until
the date of distribution at the Applicable Interest Rate.
2.32. "Initial Election" means a written election on a form provided by
the Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which an Outside Director, Former Outside Director, Eligible
Employee, Former Eligible Employee, Successor-in-Interest or Permitted
Transferee who:
(a) Elects, within the time or times specified in Article 3, to
defer the receipt of Shares pursuant to the exercise of all
or part of an Option; and
(b) Designates the time that such Shares and any dividend
equivalents shall be distributed.
2.33. "New Key Employee"
(a) means each employee of a Participating Company:
(b) Who becomes an employee of a Participating Company and has
an Annual Rate of Pay of $200,000 or more as of his
employment commencement date; and
(c) Who has an Annual Rate of Pay that is increased to $200,000
or more and who, immediately preceding such increase, was
not an Eligible Employee.
2.34. "Normal Retirement" means:
(a) For a Participant who is an employee of a Participating
Company immediately preceding his termination of employment,
a termination of employment that is treated by the
Participating Company as a retirement under its employment
policies and practices as in effect from time to time; and
(b) For a Participant who is an Outside Director immediately
preceding his termination of service, his normal retirement
from the Board.
2.35. "Option" means a non-qualified stock option to purchase Shares
granted pursuant to an Comcast Option Plan; provided that each Option with a
different Date of Grant shall be considered a separate Option.
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2.36. "Option Shares" mean the Shares that are subject to the portion
of an Option as to which an Initial Election or Subsequent Election is in effect
as adjusted to reflect a Share Withholding Election.
2.37. "Other Available Shares" means, as of any date, the sum of:
(a) the total number of Shares owned by a Participant that were
not acquired by such Participant pursuant to a Comcast Plan
or otherwise in connection with the performance of services
to the Company or an Affiliate; plus
(b) the excess, if any, of:
(i) the total number of Shares owned by a Participant
other than the Shares described in Section
2.37(a); over
(ii) the excess, if any of:
(A) The sum of:
(1) The number of such Shares
owned by such Participant for
less than six months; plus
(2) The number of such Shares
owned by such Participant that
has, within the preceding six
months, been the subject of a
withholding certification
under any Comcast Plan; plus
(3) The number of such Shares
owned by such Participant 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 Company or
an Affiliate of the Company,
under any Comcast Plan, but
only to the extent of the
number of Shares surrendered
or attested to; plus
(4) The number of such Shares
owned by such Participant as
to which evidence of ownership
has, within the preceding six
months, been provided to the
Company in connection with the
crediting of Deferred Stock
Units to such Participant's
Account.
For purposes of this Section 2.37, a Share that is subject to a deferral
election pursuant to this Plan or another Comcast Plan shall not be treated as
owned by a Person until all conditions to the delivery of such Share have
lapsed. The number of Other Available Shares shall be determined separately for
Common Stock and Special Common Stock. 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 and Special Common Stock as a result of the
AT&T Broadband Transaction.
2.38. "Outside Director" means a member of the Board, who is not an
employee of a Participating Company.
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2.39. "Participant" means each Outside Director, Former Outside
Director, Eligible Employee, Former Eligible Employee, Successor-in-Interest or
Permitted Transferee who is the grantee or transferee of an Option that has made
an Initial Election or Subsequent Election and that has an undistributed amount
credited to an Account under the Plan.
2.40. "Participating Company" means Comcast Corporation and each
Related Corporation with respect to Comcast Corporation. Effective January 1,
2003, "Participating Company" means the Company and each Related Corporation.
2.41. "Permitted Transferee" means a member of the Immediate Family of
an Outside Director, Former Outside Director, Eligible Employee or Former
Eligible Employee to whom the right to exercise an Option has been transferred
pursuant to an Comcast Option Plan.
2.42. "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
2.43. "Personal Representative" means the executor, the administrator,
or the personal representative of a deceased individual's estate.
2.44. "Plan" means the Comcast Corporation 2002 Deferred Stock Option
Plan, as set forth herein, and as amended from time to time.
2.45. "Prime Rate" means the annual rate of interest identified by PNC
Bank as its prime rate as of the first day of each calendar year.
2.46. "Related Corporation" means a subsidiary of Comcast Corporation
or, effective January 1, 2003, a subsidiary of the Company, as defined in
section 424(f) of the Code.
2.47. "Retired Participant" means a Participant who has terminated
employment pursuant to a Normal Retirement.
2.48. "Share" or "Shares."
(a) Except as provided in this Section 2.48, a share or shares
Common Stock or Special Common Stock.
(b) The term "Share" or "Shares" also means such other
securities issued by the Sponsor as may be the subject of an
adjustment under Section 11, or for purposes of Section 2.37
and Section 10, as may have been the subject of a similar
adjustment under similar provisions of a Comcast Plan as now
in effect or as may have been in effect before the AT&T
Broadband Transaction.
2.49. "Share Withholding Election" means a written election on a form
provided by the Administrator, filed with the Administrator in accordance with
the rules applicable to the filing of Initial Elections under Article 3,
pursuant to which an Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee elects to have the number of
Shares deferred pursuant to the exercise of all or part of an Option and
credited under the Plan as Deferred Stock Units adjusted so that Deferred Stock
Units that would, but for a Share
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Withholding Election, be credited to an Account under the Plan, shall be deemed
distributed pursuant to the Plan to satisfy applicable withholding tax
liabilities, as described in Section 10.2.
2.50. "Special Common Stock" means the Company's Class A Special Common
Stock, par value $.01 per share, including a fractional share.
2.51. "Special Diversification Election" means a Diversification
Election by a Participant other than an Outside Director to have more than 40
percent of the Deferred Stock Units credited to such Participant's Account in
the Company Stock Fund that are attributable to any Option deemed liquidated and
credited thereafter under the Income Fund, as provided in Section 5.2(b), if
(and to the extent that) it is approved by the Administrator in accordance with
Section 5.2(b). An Outside Director may not make a Special Diversification
Election.
2.52 "Subsequent Election" means a written election on a form provided
by the Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which a Participant or Beneficiary may elect to defer (or, in
limited cases, accelerate) the time of receipt of amounts credited to an Account
previously deferred in accordance with the terms of a previously made Initial
Election or Subsequent Election.
2.53 "Successor-in-Interest" means the Beneficiary of a deceased Former
Outside Director, a deceased Former Eligible Employee or another deceased
Participant, to whom the right to exercise an Option or the right to payment
under the Plan shall have passed, as applicable.
2.54 "Surviving Spouse" means the widow or widower, as the case may be,
of a Deceased Participant or a Deceased Beneficiary (as applicable).
2.55 "Terminating Event" means either of the following events:
(a) the liquidation of the Company; or
(b) a Change of Control.
2.56 "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.
ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS
3.1. Elections.
(a) Initial Elections. Each Outside Director, Former Outside
Director, Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee who is the
grantee or transferee of an Option, shall have the right to
make an Initial Election to defer the receipt of Shares upon
exercise of all or part of such Option by filing an Initial
Election at the time and in the manner described in this
Article 3. Unless otherwise specifically provided in the
Initial Election, following a Diversification Election, an
Initial Election shall apply to the portion of a
Participant's Account credited to the Income Fund on the
same basis as the portion of such Participant's Account
credited to the Company Stock Fund.
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(b) Subsequent Elections. Each Participant and Beneficiary shall
have the right to elect to defer (or, in limited cases,
accelerate) the time of receipt of amounts previously
deferred in accordance with the terms of a previously made
Initial Election by filing a Subsequent Election at the
time, to the extent, and in the manner described in this
Article 3. Unless otherwise specifically provided in the
Subsequent Election, a Subsequent Election shall apply to
the portion of a Participant's Account credited to the
Income Fund on the same basis as the portion of such
Participant's Account credited to the Company Stock Fund.
3.2. Filing of Initial Election: General. An Initial Election shall be
made on the form provided by the Administrator for this purpose. No such Initial
Election shall be effective unless it is filed with the Administrator on or
before a date that is both (i) more than six (6) months prior to the exercise of
such Option and (ii) in the calendar year preceding the calendar year in which
such Option is exercised, provided that an Initial Election filed with the
Administrator on or before December 31, 1997, shall be effective with respect to
the exercise of any Option after December 31, 1997.
3.3. Options to which Initial Elections May Apply. A separate Initial
Election may be made for each Option, or a portion of such Option, with respect
to which an Outside Director, Former Outside Director, Eligible Employee, Former
Eligible Employee, Successor-in-Interest or Permitted Transferee desires to
defer receipt of Shares upon exercise of all or a portion of such Option. The
failure of such a Person to make an Initial Election with respect to an Option
shall not affect such Person's right to make an Initial Election for any other
Option.
3.4. Initial Election of Distribution Date. Each Participant who elects
to defer the receipt of Shares shall, on the Initial Election, also elect the
distribution date for such Shares or any corresponding amounts which may be
credited to the Income Fund following a Diversification Election; provided,
however, that subject to acceleration pursuant to Section 3.5(d), Section
3.5(e), Section 3.6, Section 3.7, Section 3.8 or Section 7.1, no distribution
may be made earlier than January 2nd of the third calendar year beginning after
the date of the Initial Election nor later than January 2nd of the eleventh
calendar year beginning after the date of the Initial Election. The designation
of the distribution date may vary with each separate Initial Election.
3.5. Subsequent Elections.
(a) Active Participants. Each Active Participant who has made an
Initial Election, or who has made a Subsequent Election
pursuant to this Section 3.5(a), may elect to defer the time
of payment of part or all of such Active Participant's
Account for a minimum of two and a maximum of ten additional
years from the previously-elected payment date, by filing a
Subsequent Election with the Administrator on or before the
close of business on June 30 of the calendar year preceding
the calendar year in which the distribution would otherwise
be made. The number of Subsequent Elections under this
Section 3.5(a) shall not be limited.
(b) Surviving Spouses.
(i) General Rule. A Surviving Spouse who is a Deceased
Participant's Beneficiary may elect to defer the
time of payment of any part or all of such
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Deceased Participant's Account the payment of
which would be made neither within six (6) months
after, nor within the calendar year of, the date
of such election. Such election shall be made by
filing a Subsequent Election with the
Administrator in which the Surviving Spouse shall
specify the change in the time of payment, which
shall be no less than two nor more than ten years
from the previously-elected payment date, or such
Surviving Spouse may elect to defer payment until
such Surviving Spouse's death. A Surviving Spouse
may make a total of two (2) Subsequent Elections
under this Section 3.5(b)(i) with respect to all
or any part of the Deceased Participant's Account.
Subsequent Elections pursuant to this Section
3.5(b)(i) may specify different changes with
respect to different parts of the Deceased
Participant's Account.
(ii) Exception. Notwithstanding the above Section
3.5(b)(i), a Subsequent Election may be made by a
Surviving Spouse within sixty (60) days of the
Deceased Participant's death; provided, however,
such election may only be made with respect to
amounts which would not be paid under the Deceased
Participant's election as in effect on the date of
the Deceased Participant's death until a date
which is at least six (6) months from the Deceased
Participant's date of death. Such election shall
be made by filing a Subsequent Election with the
Administrator in which the Surviving Spouse shall
specify the change in the time of payment, which
shall be no less than two (2) nor more than ten
(10) years from the previously-elected payment
date, or such Surviving Spouse may elect to defer
payment until such Surviving Spouse's death. A
Surviving Spouse may only make one (1) Subsequent
Election under this Section 3.5(b)(ii) with
respect to all or any part of the Deceased
Participant's Account. Such Surviving Spouse may,
however, make one additional Subsequent Election
under Section 3.5(b)(i) in accordance with the
terms of Section 3.5(b)(i). The one (1) Subsequent
Election permitted under this Section 3.5(b)(ii)
may specify different changes for different parts
of the Deceased Participant's Account.
(c) Beneficiary of a Deceased Participant Other Than a Surviving
Spouse.
(i) General Rule. A Beneficiary of a Deceased
Participant (other than a Surviving Spouse) may
elect to defer the time of payment, of any part or
all of such Deceased Participant's Account the
payment of which would be made neither within six
(6) months after, nor within the calendar year of,
the date of such election. Such election shall be
made by filing a Subsequent Election with the
Administrator in which the Beneficiary shall
specify the change in the time of payment, which
shall be no less than two (2) nor more than ten
(10) years from the previously-elected payment
date. A Beneficiary may make one (1) Subsequent
Election under this Section 3.5(c)(i), with
respect to all or any part of the Deceased
Participant's Account. Subsequent Elections
pursuant to this Section 3.5(c)(i) may specify
different changes for different parts of the
Deceased Participant's Account.
(ii) Exception. Notwithstanding the above Section
3.5(c)(i), a Subsequent Election may be made by a
Beneficiary within sixty (60) days of the Deceased
Participant's death; provided, however, such
election may only be made with respect to amounts
which would not be paid under the Deceased
Participant's election as in effect on the date of
the Deceased Participant's death until a date
which is at least six (6) months from the Deceased
Participant's date of death. Such election shall
be made by filing a Subsequent Election with the
Administrator in which the Beneficiary shall
specify the change in the time of payment, which
shall be no less than two (2) nor more than ten
(10) years from the previously-elected payment
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date. A Beneficiary may make one (1) Subsequent
Election under this Section 3.5(c)(ii) with
respect to all or any part of the Deceased
Participant's Account. Subsequent Elections
pursuant to this Section 3.5(c)(ii) may specify
different changes for different parts of the
Deceased Participant's Account.
(d) Other Deferral and Acceleration by a Beneficiary. Any
Beneficiary (other than a Surviving Spouse who has made a
Subsequent Election under Section 3.5(b) or a Beneficiary
who has made a Subsequent Election under Section 3.5(c)) may
elect to:
(i) Defer the time of payment of any part or all of
the Deceased Participant's Account or deceased
Beneficiary's Account for one additional year from
the date payment would otherwise be made (provided
that if a Subsequent Election is made pursuant to
this Section 3.5(d)(i), the Deceased Participant's
Account or deceased Beneficiary's Account shall be
in all events distributed in full on or before the
fifth anniversary of the Deceased Participant's or
deceased Beneficiary's death); or
(ii) Accelerate the time of payment of a Deceased
Participant's Account or deceased Beneficiary's
Account from the date or dates that payment would
otherwise be made to the date that is the later of
(A) six (6) months after the date of the Deceased
Participant's or deceased Beneficiary's death and
(B) January 2nd of the calendar year beginning
after the Deceased Participant's or deceased
Beneficiary's death, provided that if a Subsequent
Election is made pursuant to this Section
3.5(d)(ii), the Deceased Participant's Account or
deceased Beneficiary's Account shall be
distributed in full on such accelerated payment
date.
A Subsequent Election pursuant to this Section 3.5(d) must be filed
with the Administrator within one hundred twenty (120) days following the
Deceased Participant's or deceased Beneficiary's death. One and only one
Subsequent Election shall be permitted pursuant to this Section 3.5(d) with
respect to a Deceased Participant's Account or deceased Beneficiary's Account,
although if such Subsequent Election is filed pursuant to Section 3.5(d)(i), it
may specify different changes for different parts of the Account.
(e) Acceleration by Disabled Participant or Permitted Transferee
of Disabled Participant. A Disabled Participant, or the
Permitted Transferee of a Disabled Participant if
applicable, may elect to accelerate the time of payment of
the Disabled Participant's Account from the date payment
would otherwise be made to January 2nd of the calendar year
beginning after the Participant became disabled. A
Subsequent Election pursuant to this Section 3.5(e) must be
filed with the Administrator on or before the close of
business on the later of (i) the June 30 following the date
the Participant becomes a Disabled Participant if the
Participant becomes a Disabled Participant on or before May
1 of a calendar year, (ii) the 60th day following the date
the Participant becomes a Disabled Participant if the
Participant becomes a Disabled Participant after May 1 and
before November 2 of a calendar year or (iii) the December
31 following the date the Participant becomes a Disabled
Participant if the Participant becomes a Disabled
Participant after November 1 of a calendar year.
(f) Retired Participants and Disabled Participants. The
Committee may, in its sole and absolute discretion, permit a
Retired Participant or a Disabled Participant to make a
Subsequent Election to defer the time of payment of any part
or all of such Retired or Disabled
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Participant's Account for a minimum of two years and a
maximum of ten additional years from the previously-elected
payment date, by filing a Subsequent Election with the
Administrator on or before the close of business on June 30
of the calendar year preceding the calendar year in which
the lump-sum distribution or initial installment payment
would otherwise be made. The number of Subsequent Elections
under this Section 3.5(f) shall be determined by the
Committee in its sole and absolute discretion.
(g) Retired Participant or Permitted Transferee of Retired
Participant. A Retired Participant (who has not been
permitted to make a Subsequent Election under Section
3.5(f)) or a Permitted Transferee of a Retired Participant
may elect to defer the time of payment of the Retired
Participant's Account for a minimum of two additional years
from the date payment would otherwise be made (provided that
if a Subsequent Election is made pursuant to this Section
3.5(g), the Retired Participant's Account shall be
distributed in full on or before the fifth anniversary of
the Retired Participant's Normal Retirement). A Subsequent
Election pursuant to this Section 3.5(g) must be filed with
the Administrator on or before the close of business on the
later of (i) the June 30 following the Participant's Normal
Retirement on or before May 1 of a calendar year, (ii) the
60th day following the Participant's Normal Retirement after
May 1 and before November 2 of a calendar year or (iii) the
December 31 following the Participant's Normal Retirement
after November 1 of a calendar year.
(h) Disabled Participant or Permitted Transferee of Disabled
Participant. A Disabled Participant (who has not been
permitted to make a Subsequent Election under 3.5(f)) or a
Permitted Transferee of a Disabled Participant may elect to
defer the time of payment of the Disabled Participant's
Account for a minimum of two additional years from the date
payment would otherwise be made (provided that if a
Subsequent Election is made pursuant to this Section 3.5(h),
the Disabled Participant's Account shall be distributed in
full on or before the fifth anniversary of the date the
Participant became a Disabled Participant). A Subsequent
Election pursuant to this Section 3.5(h) must be filed with
the Administrator on or before the close of business on the
later of (i) the June 30 following the date the Participant
becomes a Disabled Participant if the Participant becomes a
Disabled Participant on or before May 1 of a calendar year,
(ii) the 60th day following the date the Participant becomes
a Disabled Participant if the Participant becomes a Disabled
Participant after May 1 and before November 2 of a calendar
year or (iii) the December 31 following the date the
Participant becomes a Disabled Participant if the
Participant becomes a Disabled Participant after November 1
of a calendar year.
(i) Most Recently Filed Initial Election or Subsequent
Election Controlling. Subject to acceleration
pursuant to Section 3.5(d), or 3.5(e), Section 3.6
or 7.1, no distribution of the amounts deferred
pursuant to this Article 3 for any calendar year
shall be made before the distribution date
designated by the Participant or Beneficiary,
Permitted Transferee or Successor-in-Interest, as
applicable, on the most recently filed Initial
Election or Subsequent Election with respect to
each deferred amount.
3.6. Distribution in Full upon Terminating Event. The Company shall
give Participants 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 Company may, in its sole and
absolute discretion, provide in such notice that
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notwithstanding any other provision of the Plan or the terms of any Initial or
Subsequent Election, upon the consummation of a Terminating Event, the Account
balance of each Participant shall be distributed in full and any outstanding
Initial Elections or Subsequent Elections shall be revoked.
3.7. Withholding and Payment of Death Taxes.
(a) Notwithstanding any other provisions of this Plan to the
contrary, including but not limited to the provisions of
Article 3 and Article 7, or any Initial or Subsequent
Election filed by a Deceased Participant or a Deceased
Participant's Beneficiary (for purposes of this Section, the
"Decedent"), the Administrator shall apply the terms of
Section 3.7(b) to the Decedent's Account unless the Decedent
affirmatively has elected, in writing, filed with the
Administrator, to waive the application of Section 3.7(b).
(b) Unless the Decedent affirmatively has elected, pursuant to
Section 3.7(a), that the terms of this Section 3.7(b) not
apply:
(i) The Administrator shall prohibit the Decedent's
Beneficiary from taking any action under any of
the provisions of the Plan with regard to the
Decedent's Account other than the Beneficiary's
making of a Subsequent Election pursuant to
Section 3.5;
(ii) The Administrator shall defer payment of the
Decedent's Account until the later of the Death
Tax Clearance Date and the payment date designated
in the Decedent's Initial Election or Subsequent
Election;
(iii) The Administrator shall withdraw from the
Decedent's Account such amount or amounts as the
Decedent's Personal Representative shall certify
to the Administrator as being necessary to pay the
Death Taxes apportioned against the Decedent's
Account; the Administrator shall remit the amounts
so withdrawn to the Personal Representative, who
shall apply the same to the payment of the
Decedent's Death Taxes, or the Administrator may
pay such amounts directly to any taxing authority
as payment on account of Decedent's Death Taxes,
as the Administrator elects;
(iv) If the Administrator makes a withdrawal from the
Decedent's Account to pay the Decedent's Death
Taxes and such withdrawal causes the recognition
of income to the Beneficiary, the Administrator
shall pay to the Beneficiary from the Decedent's
Account, within thirty (30) days of the
Beneficiary's request, the amount necessary to
enable the Beneficiary to pay the Beneficiary's
income tax liability resulting from such
recognition of income; additionally, the
Administrator shall pay to the Beneficiary from
the Decedent's Account, within thirty (30) days of
the Beneficiary's request, such additional amounts
as are required to enable the Beneficiary to pay
the Beneficiary's income tax liability
attributable to the Beneficiary's recognition of
income resulting from a distribution from the
Decedent's Account pursuant to this Section
3.7(b)(iv);
(v) Amounts withdrawn from the Decedent's Account by
the Administrator pursuant to Sections 3.7(b)(iii)
and 3.7(b)(iv) shall be withdrawn from the
portions of Decedent's Account having the earliest
distribution dates as specified in Decedent's
Initial Election or Subsequent Election; and
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(vi) Within a reasonable time after the later to occur
of the Death Tax Clearance Date and the payment
date designated in the Decedent's Initial Election
or Subsequent Election, the Administrator shall
pay the Decedent's Account to the Beneficiary.
3.8. Effect of Distribution within Five Years of Effective Date of
Diversification Election. If, pursuant to Section 3.1 through 3.7, Shares
distributable with respect to Deferred Stock Units credited to the Company Stock
Fund that are attributable to the Option as to which a Diversification Election
was made are distributed on or before the fifth anniversary of the effective
date of such Diversification Election (and, in the case of a Participant who is
a Successor-in-Interest or a Permitted Transferee, whether or not such
Diversification Election was made by a Participant's predecessor-in-interest),
then, except as may otherwise be provided by the Committee in its sole and
absolute discretion, the following percentage of the Participant's Account
credited to the Income Fund and attributable to such Diversification Election
shall be distributed simultaneously with such Shares, without regard to any
election to the contrary:
Distributable Percentage of
Time that Shares are Distributable Corresponding Income Fund Amount
---------------------------------- --------------------------------
On or before the third anniversary of a Diversification Election 60%
After the third anniversary of a Diversification Election and on or before 40%
the fourth anniversary of a Diversification Election
After the fourth anniversary of a Diversification Election and on or before 20%
the fifth anniversary of a Diversification Election
After the fifth anniversary of a Diversification Election 0%
ARTICLE 4 - MANNER OF DISTRIBUTION
4.1. Manner of Distribution.
(a) Deferred Stock Units credited to an Account shall be distributed in a
lump sum in shares of Common Stock and/or Special Common Stock, as
applicable. Dividend equivalents shall be distributed in a lump sum in
cash. Amounts credited to the Income Fund pursuant to a
Diversification Election shall be distributed in a lump sum in cash.
(b) Notwithstanding any Initial Election or Subsequent Election or any
other provision of the Plan to the contrary, following a Participant's
termination of employment for any reason, if the amount credited to
the Participant's Account has a value of $25,000 or less, the
Administrator may, in its sole discretion, direct that such amount be
distributed to the Participant (or Beneficiary, as applicable) in one
lump sum payment; provided, however, that this Section 4.1(b) shall
not apply to any amount credited to a Participant's Account until the
expiration of the deferral period applicable under any Initial
Election or Subsequent Election in effect as of April 29, 2002.
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ARTICLE 5 - BOOK ACCOUNTS
5.1. Account. An Account shall be established for each Outside
Director, Former Outside Director, Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee when such Person becomes a
Participant. Deferred Stock Units shall be credited to the Account as of the
date of exercise of an Option as to which an Initial or Subsequent Election is
in effect. Each Deferred Stock Unit that represented a hypothetical share of
Comcast Corporation Class A Common Stock, par value $1.00 immediately before the
consummation of the AT&T Broadband Transaction shall be treated as a
hypothetical share of Common Stock. Each Deferred Stock Unit that represented a
hypothetical share of Comcast Corporation Class A Special Common Stock, par
value $1.00 shall be treated as a hypothetical share of Special Common Stock. To
the extent an Account is deemed invested in the Income Fund, the Administrator
shall credit earnings with respect to such Account at the Applicable Interest
Rate, as further provided in Section 5.2.
5.2. Crediting of Income, Gains and Losses on Accounts.
(a) In General. Except as otherwise provided in this Section 5.2, the
value of a Participant's Account as of any date shall be determined as
if it were invested in the Company Stock Fund.
(b) Diversification Elections.
(i) In General. A Diversification Election shall be available
(A) at any time that a Registration Statement filed under
the Securities Act of 1933, as amended (a "Registration
Statement"), is effective with respect to the Plan and (B)
with respect to a Special Diversification Election, if and
to the extent that the opportunity to make such a Special
Diversification Election has been approved by the
Administrator. No approval is required for a Diversification
Election other than a Special Diversification Election.
(ii) Administrator Approval of Special Diversification Elections.
The opportunity to make a Special Diversification Election
and the extent to which a Special Diversification Election
applies to Deferred Stock Units credited to the Company
Stock Fund may be approved or rejected by the Administrator
in its sole discretion. A Special Diversification Election
shall only be effective if (and to the extent) approved by
the Administrator.
(iii) Conversion of Deferred Stock Units to Cash Equivalents. Each
Participant who is an Outside Director, Former Outside
Director, Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee may make a
Diversification Election to convert up to 40 percent (or in
the case of a Special Diversification Election, up to the
approved percentage) of Deferred Stock Units credited to the
Company Stock Fund that are attributable to any Option to
the Income Fund. No deemed transfers shall be permitted from
the Income Fund to the Company Stock Fund. Diversification
Elections under this Section 5.2(b) shall be prospectively
effective on the later of (A) the date designated by the
Participant on a Diversification Election filed with the
Administrator or (B) the business day next following the
lapse of six months from the date Deferred Stock Units
subject to the Diversification Election are credited to the
Participant's Account.
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(c) Timing of Credits. Account balances subject to a Diversification
Election under Section 5.2(b) shall be deemed transferred from the
Company Stock Fund to the Income Fund as of the effective date of such
Diversification Election. The value of amounts deemed invested in the
Income Fund immediately following the effective date of a
Diversification Election shall be based on hypothetical sales of
Company Stock underlying liquidated Deferred Stock Units at Fair
Market Value as of the effective date of a Diversification Election.
5.3. Status of Deferred Amounts. Regardless of whether or not the
Company is a Participant's employer, all amounts deferred under this Plan shall
continue for all purposes to be a part of the general funds of the Company.
5.4. Participants' Status as General Creditors. Regardless of whether
or not the Company is a Participant's employer, an Account shall at all times
represent a general obligation of the Company. The Participant shall be a
general creditor of the Company with respect to this obligation, and shall not
have a secured or preferred position with respect to the Participant's Accounts.
Nothing contained herein shall be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind. Nothing contained herein shall be
construed to eliminate any priority or preferred position of a Participant in a
bankruptcy matter with respect to claims for wages.
ARTICLE 6 - NONALIENATION OF BENEFITS
6.1. Alienation Prohibited. Except as otherwise required by applicable
law, the right of any Participant or Beneficiary to any benefit or interest
under any of the provisions of this Plan shall not be subject to encumbrance,
attachment, execution, garnishment, assignment, pledge, alienation, sale,
transfer, or anticipation, either by the voluntary or involuntary act of any
Participant or any Participant's Beneficiary or by operation of law, nor shall
such payment, right, or interest be subject to any other legal or equitable
process.
ARTICLE 7 - DEATH OF PARTICIPANT
7.1. Death of Participant. Except as provided in Section 3.7, a
Deceased Participant's Account shall be distributed in accordance with the last
Initial Election or Subsequent Election made by the Deceased Participant before
the Deceased Participant's death, unless the Deceased Participant's Surviving
Spouse, Permitted Transferee, Successor-in-Interest or Beneficiary timely elects
to accelerate or defer the time of payment pursuant to Section 3.5(b), Section
3.5(c), Section 3.5(d), Section 3.5(e), or Section 3.5(f).
7.2. Designation of Beneficiaries. Each Participant and Beneficiary
shall have the right to designate one or more Beneficiaries to receive
distributions in the event of the Participant's or Beneficiary's death by filing
with the Administrator a Beneficiary designation on the form provided by the
Administrator for such purpose. The designation of a Beneficiary or
Beneficiaries may be changed by a Participant or Beneficiary at any time prior
to such Participant's or Beneficiary's death by the delivery to the
Administrator of a new Beneficiary designation form.
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ARTICLE 8 - INTERPRETATION
8.1. Authority of Committee. The Committee shall have full and
exclusive authority to construe, interpret and administer this Plan and the
Committee's construction and interpretation thereof shall be binding and
conclusive on all persons for all purposes.
8.2. Claims Procedure. If an individual (hereinafter referred to as the
"Applicant," which reference shall include the legal representative, if any, of
the individual) does not receive timely payment of benefits to which the
Applicant believes he is entitled under the Plan, the Applicant may make a claim
for benefits in the manner hereinafter provided.
An Applicant may file a claim for benefits with the
Administrator on a form supplied by the Administrator. If the Administrator
wholly or partially denies a claim, the Administrator shall provide the
Applicant with a written notice stating:
(a) The specific reason or reasons for the denial;
(b) Specific reference to pertinent Plan provisions on which the denial is
based;
(c) A description of any additional material or information necessary for
Applicant to perfect the claim and an explanation of why such material
or information is necessary; and
(d) Appropriate information as to the steps to be taken in order to submit
a claim for review.
Written notice of a denial of a claim shall be provided within 90 days of the
receipt of the claim, provided that if special circumstances require an
extension of time for processing the claim, the Administrator may notify the
Applicant in writing that an additional period of up to 90 days will be required
to process the claim.
If the Applicant's claim is denied, the Applicant shall have
60 days from the date of receipt of written notice of the denial of the claim to
request a review of the denial of the claim by the Administrator. Request for
review of the denial of a claim must be submitted in writing. The Applicant
shall have the right to review pertinent documents and submit issues and
comments to the Administrator in writing. The Administrator shall provide a
written decision within 60 days of its receipt of the Applicant's request for
review, provided that if special circumstances require an extension of time for
processing the review of the Applicant's claim, the Administrator may notify the
Applicant in writing that an additional period of up to 60 days shall be
required to process the Applicant's request for review.
It is intended that the claims procedures of this Plan be
administered in accordance with the claims procedure regulations of the
Department of Labor set forth in 29 CFR ss. 2560.503-1.
Claims for benefits under the Plan must be filed with the Administrator
at the following address:
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Comcast Corporation
1500 Market Street
Philadelphia, PA 19102
Attention: General Counsel
ARTICLE 9 - AMENDMENT OR TERMINATION
9.1. Amendment or Termination. The Company, by action of the Board or
by action of the Committee, shall have the right at any time, or from time to
time, to amend or modify this Plan. The Company, by action of the Board, shall
have the right to terminate this Plan at any time.
ARTICLE 10 - WITHHOLDING OF TAXES ON EXERCISE OF OPTION
10.1. In General. Whenever the Company proposes or is required to
credit Deferred Stock Units to an Account in connection with the exercise of an
Option, the Company shall have the right to require the Participant to remit to
the Company an amount sufficient to satisfy any federal, state and local
withholding tax requirements prior to the date on which Deferred Stock Units
shall be deemed credited to the Account, or take any action whatever that it
deems necessary to protect its interests with respect to tax liabilities. The
Company's obligation to credit Deferred Stock Units to an Account on the
exercise of an Option subject to an Initial or Subsequent Election shall be
conditioned on the Participant's compliance, to the Company's satisfaction, with
any withholding requirement. Except as otherwise provided in Section 10.2, the
Company shall satisfy all applicable withholding tax requirements by withholding
tax from other compensation payable by the Company to the Participant, or by the
Participant's delivery of cash or other property acceptable to the Company
having a value equal to the applicable withholding tax.
10.2. Share Withholding Election. With respect to any Option subject to
an Initial Election, an Eligible Employee, Former Eligible Employee,
Successor-in-Interest or Permitted Transferee may elect to have the number of
Option Shares determined such that Shares subject to such Option are withheld by
the Company to the extent necessary to satisfy any withholding tax liabilities
incurred in connection with the exercise of such Option. The number of Shares
subject to an Option to be withheld pursuant to such a Share Withholding
Election shall have a Fair Market Value approximately equal to the sum of:
(a) The minimum amount of withholding taxes required to be withheld by the
Company under applicable law, plus
(b) Either (i) the minimum amount of withholding taxes arising because of
the recognition of income (and consequent non-deferral of income) with
respect to such withheld Shares, or (ii) the amount of withholding
taxes arising because of the recognition of income (and consequent
non-deferral of income) with respect to such withheld Shares,
calculated at the highest applicable marginal tax rates, as indicated
on the Share Withholding Election.
Notwithstanding any other provision of the Plan or the terms of any Initial or
Subsequent Election, the number of Deferred Stock Units credited to
Participants' Accounts shall be adjusted appropriately to reflect the
withholding of Shares pursuant to such Share Withholding Elections.
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ARTICLE 11 - CAPITAL ADJUSTMENTS
11.1. Capital Adjustments. In the event that the Common Stock or
Special Common Stock is 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 dividends, stock
split-ups or other substitution of securities of the Company, the Committee
shall make appropriate equitable anti-dilution adjustments to the number of
Deferred Stock Units credited to Participants' Accounts. The Committee's
adjustment shall be effective and binding for all purposes of the Plan.
ARTICLE 12 - MISCELLANEOUS PROVISIONS
12.1. No Right to Continued Employment. Nothing contained herein shall
be construed as conferring upon any Participant the right to remain in service
as an Outside Director or in the employment of a Participating Company as an
executive or in any other capacity. 12.2. Expenses of Plan. All expenses of the
Plan shall be paid by the Participating Companies.
12.3. Gender and Number. Whenever any words are used herein in any
specific gender, they shall be construed as though they were also used in any
other applicable gender. The singular form, whenever used herein, shall mean or
include the plural form, and vice versa, as the context may require.
12.4. Law Governing Construction. The construction and administration
of the Plan and all questions pertaining thereto, shall be governed by the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and other
applicable federal law and, to the extent not governed by federal law, by the
laws of the Commonwealth of Pennsylvania.
12.5. Headings Not a Part Hereof. Any headings preceding the text of
the several Articles, Sections, subsections, or paragraphs hereof are inserted
solely for convenience of reference and shall not constitute a part of the Plan,
nor shall they affect its meaning, construction, or effect.
12.6. Severability of Provisions. If any provision of this Plan is
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provision determined to be void.
12.7. Expiration of Options. Notwithstanding any provision of the Plan
or an Initial or Subsequent Election, no Initial or Subsequent Election shall be
effective with respect to an Option that has expired. In addition, no provision
of the Plan or an Initial or Subsequent Election shall be construed to extend
the expiration date of any Option.
ARTICLE 13 - EFFECTIVE DATE
13.1. Effective Date. The effective date of this amendment and
restatement of the Plan shall be January 30, 2004.
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IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be
executed by its officers thereunto duly authorized, and its corporate seal to be
affixed hereto, as of the 30th day of January, 2004.
COMCAST CORPORATION
By: /s/ David L. Cohen
------------------------------
Attest: /s/ Arthur R. Block
--------------------------
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