COMCAST CORPORATION
2002 RESTRICTED STOCK PLAN
(As Amended And Restated, Effective February 24, 2004)
1. BACKGROUND AND PURPOSE
COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and
restates the Comcast Corporation 2002 Restricted Stock Plan (the "Plan"),
effective February 24, 2004. The purpose of the Plan is to promote the ability
of Comcast Corporation to recruit and retain employees and enhance the growth
and profitability of Comcast Corporation by providing the incentive of long-term
awards for continued employment and the attainment of performance objectives.
2. DEFINITIONS
(a) "Acceleration Election" means a written election on a form provided
by the Committee, filed with the Committee in accordance with Paragraphs
8(d)(ii) or 8(d)(iii), pursuant to which a Deceased Grantee's
Successor-in-Interest or a Disabled Grantee elects to accelerate the
distribution date of Shares issuable with respect to Restricted Stock and/or
Restricted Stock Units.
(b) "Account" means unfunded bookkeeping accounts established pursuant
to Paragraph 8(e) and maintained by the Committee in the names of the respective
Grantees (i) to which Deferred Stock Units are deemed credited and (ii) 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 are deemed
credited, reduced by distributions in accordance with the Plan.
(c) "Active Grantee" means each Grantee who is actively employed by a
Participating Company.
(d) "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.
(e) "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.
(f) "Applicable Interest Rate" means:
(i) Except as otherwise provided in Paragraph (f)(ii),
the Applicable Interest Rate means the interest rate
that, when compounded annually pursuant to rules
established by the Committee from time to time, is
mathematically equivalent to 8% per annum, compounded
annually, or such other interest rate established by
the Committee from time to time. The effective date
of any reduction in the Applicable Interest Rate
shall not precede the later of: (A) the 30th day
following the date of the Committee's action to
establish a reduced rate; or (B) the lapse of 24 full
calendar months from the date of the most recent
adjustment of the Applicable Interest Rate by the
Committee.
(ii) Effective for the period extending from a Grantee's
employment termination date to the date the Grantee's
Account is distributed in full, the Committee, in its
sole and absolute discretion, may designate the term
"Applicable Interest Rate" for such Grantee's Account
to mean the lesser of: (A) the rate in effect under
Paragraph (f)(i) or (B) the interest rate that, when
compounded annually pursuant to rules established by
the Committee from time to time, is mathematically
equivalent to the Prime Rate plus one percent,
compounded annually as of the last day of the
calendar year. Notwithstanding the foregoing, the
Committee may delegate its authority to determine the
Applicable Interest Rate under this Paragraph (ii) to
an officer of the Company or committee of two or more
officers of the Company.
(g) "AT&T Broadband Transaction" means the acquisition of AT&T
Broadband Corp. (now known as Comcast Cable Communications Holdings, Inc.) by
the Company.
(h) "Award" means an award of Restricted Stock or Restricted Stock
Units granted under the Plan.
(i) "Board" means the Board of Directors of the Company.
(j) "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.
(k) "Code" means the Internal Revenue Code of 1986, as amended.
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(l) "Comcast Plan" means any restricted stock, restricted stock unit,
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 2003 Stock Option Plan, the
Comcast Corporation 2002 Stock Option Plan, the Comcast Corporation 1996 Stock
Option Plan, Comcast Corporation 1987 Stock Option Plan and the Comcast
Corporation 2002 Deferred Stock Option Plan.
(m) "Committee" means the Compensation Committee of the Board.
(n) "Common Stock" means Class A Common Stock, par value $0.01, of the
Company.
(o) "Company" means Comcast Corporation, a Pennsylvania corporation, as
successor to Comcast Holdings Corporation (formerly known as Comcast
Corporation), including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.
(p) "Company Stock Fund" means a hypothetical investment fund pursuant
to which Deferred Stock Units are credited with respect to a portion of an Award
subject to an Election, and thereafter until (i) the date of distribution or
(ii) 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 Shares
upon the Vesting Date associated with Restricted Stock or Restricted Stock
Units, 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).
(q) "Date of Grant" means the date on which an Award is granted.
(r) "Deceased Grantee" means:
(i) a Grantee whose employment by a Participating Company
is terminated by death; or
(ii) a Grantee who dies following termination of
employment by a Participating Company.
(s) "Deferral Eligible Employee" means:
(i) An Eligible Employee 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 Committee; and
(ii) the first day of the calendar year in which such
Initial Election filed.
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(ii) An Eligible Employee whose Annual Rate of Pay is
$125,000 as of each of: (A) June 30, 2002; (B) the
date on which an Initial Election is filed with the
Committee; and (C) the first day of each calendar
year beginning after December 31, 2002.
(iii) Each New Key Employee.
(iv) Each other employee of a Participating Company who is
designated by the Committee, in its sole and absolute
discretion, as a Deferral Eligible Employee.
(t) "Deferred Stock Units" means the number of hypothetical Shares
subject to an Election.
(u) "Disabled Grantee" means:
(i) a Grantee whose employment by a Participating Company
is terminated by reason of disability;
(ii) a Grantee who becomes disabled (as determined by the
Committee) following termination of employment by a
Participating Company; or
(iii) the duly-appointed legal guardian of an individual
described in Paragraph 2(u)(i) or 2(u)(ii) acting on
behalf of such individual.
(v) "Diversification Election" means a Grantee's election to have a
portion of the Grantee's Account credited in the form of Deferred Stock Units
and attributable to any grant of Restricted Stock or Restricted Stock Units
deemed liquidated and credited thereafter under the Income Fund, as provided in
Paragraph 8(g).
(w) "Election" means, as applicable, an Initial Election, a Subsequent
Election, or an Acceleration Election.
(x) "Eligible Employee" means an employee of a Participating Company,
as determined by the Committee.
(y) "Fair Market Value" means:
(i) 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.
(ii) 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
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National Market on the date of determination, or if
such date is not a trading day, the next trading
date.
(iii) If Shares are not so listed nor trades of Shares so
reported, Fair Market Value shall be determined by
the Committee in good faith.
(z) "Grantee" means an Eligible Employee who is granted an Award.
(aa) "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.
(bb) "Initial Election" means a written election on a form provided by
the Committee, filed with the Committee in accordance with Paragraph 8(a),
pursuant to which a Grantee: (i) elects, within the time or times specified in
Paragraph 8(a), to defer the distribution date of Shares issuable with respect
to Restricted Stock or Restricted Stock Units; and (ii) designates the
distribution date of such Shares.
(cc) "New Key Employee" means each employee of a Participating Company
who: (i) 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; or (ii) has
an Annual Rate of Pay that is increased to $200,000 or more and who, immediately
preceding such increase, was not a Deferral Eligible Employee.
(dd) "Normal Retirement" means a Grantee's 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.
(ee) "Other Available Shares" means, as of any date, the sum of:
(i) the total number of Shares owned by a Grantee that
were not acquired by such Grantee pursuant to a
Comcast Plan or otherwise in connection with the
performance of services to the Company or an
Affiliate; plus
(ii) the excess, if any of:
(1) the total number of Shares owned by a Grantee other
than the Shares described in Paragraph 2(ee)(i); over
(2) the sum of:
(A) the number of such Shares owned by such
Grantee for less than six months; plus
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(B) the number of such Shares owned by such
Grantee that has, within the preceding six
months, been the subject of a withholding
certification pursuant to Paragraph 9(c)(ii)
or any similar withholding certification
under any other Comcast Plan; plus
(C) the number of such Shares owned by such
Grantee 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
(D) the number of such Shares owned by such
Grantee 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 Grantee's Account under the Comcast
Corporation 2002 Deferred Stock Option Plan
(as in effect from time to time).
For purposes of this Paragraph 2(ee), a Share that is subject to an Election
pursuant to Paragraph 8 or a deferral election pursuant to another Comcast Plan
shall not be treated as owned by a Grantee 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 Shares as a result of the AT&T
Broadband Transaction.
(ff) "Participating Company" means the Company and each of the
Subsidiary Companies.
(gg) "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
(hh) "Plan" means the Comcast Corporation 2002 Restricted Stock Plan,
as set forth herein, and as amended from time to time.
(ii) "Plan Year" means the 365-day period (or the 366-day period)
extending from January 3 to the next following January 2.
(jj) "Prime Rate" means, for any calendar year, the interest rate that,
when compounded daily pursuant to rules established by the Committee from time
to time, is mathematically equivalent to the prime rate of interest (compounded
annually) as published in the Eastern Edition of The Wall Street Journal on the
last business day preceding the first day of such calendar year, and as adjusted
as of the last business day preceding the first day of each calendar year
beginning thereafter.
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(kk) "Restricted Stock" means Shares subject to restrictions as set
forth in an Award.
(ll) "Restricted Stock Unit" means a unit that entitles the Grantee,
upon the Vesting Date set forth in an Award, to receive one Share.
(mm) "Retired Grantee" means a Grantee who has terminated employment
pursuant to a Normal Retirement.
(nn) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as
in effect from time to time.
(oo) "Share" or "Shares" means:
(i) except as provided in Paragraph 2(oo)(ii), a share or shares of
Common Stock.
(ii) with respect to Awards granted before the consummation of the AT&T
Broadband Transaction as to which a Vesting Date has not occurred, and for
purposes of Paragraphs 2(ee) and 9(c), the term "Share" or "Shares" also means a
share or shares of Special Common Stock.
(pp) "Special Common Stock" means Class A Special Common Stock, par
value $0.01, of the Company.
(qq) "Special Diversification Election" means, with respect to each
separate grant of Restricted Stock or Restricted Stock Units, a Diversification
Election by a Grantee to have more than 40 percent of the Deferred Stock Units
credited to such Grantee's Account in the Company Stock Fund liquidated and
credited thereafter under the Income Fund, as provided in Paragraph 8(g)(i), if
(and to the extent that) it is approved by the Committee in accordance with
Paragraph 8(g)(ii).
(rr) "Subsequent Election" means a written election on a form provided
by the Committee, filed with the Committee in accordance with Paragraph 8(d),
pursuant to which a Grantee: (i) elects, within the time or times specified in
Paragraph 8(d), to further defer the distribution date of Shares issuable with
respect to Restricted Stock or Restricted Stock Units; and (ii) designates the
distribution date of such Shares.
(ss) "Subsidiary Companies" means all business entities that, at the
time in question, are subsidiaries of the Company, within the meaning of section
424(f) of the Code.
(tt) "Successor-in-Interest" means the estate or beneficiary to whom
the right to payment under the Plan shall have passed by will or the laws of
descent and distribution.
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(uu) "Terminating Event" means any of the following events:
(i) the liquidation of the Company; or
(ii) a Change of Control.
(vv) "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.
(ww) "Vesting Date" means, as applicable: (i) the date on which the
restrictions imposed on a Share of Restricted Stock lapse or (ii) the date on
which the Grantee vests in a Restricted Stock Unit.
(xx) "1933 Act" means the Securities Act of 1933, as amended.
(yy) "1934 Act" means the Securities Exchange Act of 1934, as amended.
3. RIGHTS TO BE GRANTED
Rights that may be granted under the Plan are: (a) rights to
Restricted Stock which gives the Grantee ownership rights in the Shares subject
to the Award, subject to a substantial risk of forfeiture, as set forth in
Paragraph 7, and to deferred payment, as set forth in Paragraph 8; and (b)
rights to Restricted Stock Units which give the Grantee the right to receive
Shares upon a Vesting Date, as set forth in Paragraph 7, and to deferred
payment, as set forth in Paragraph 8. The maximum number of Shares subject to
Awards that may be granted to any single individual in any calendar year,
adjusted as provided in Paragraph 10, shall be one million Shares.
4. SHARES SUBJECT TO THE PLAN
(a) Subject to shareholder approval at the Company's Annual Meeting of
Shareholders to be held on May 26, 2004 (or such other date as the 2004 Annual
Meeting of Shareholders may be held), not more than 15 million Shares in the
aggregate may be issued under the Plan pursuant to the grant of Awards, subject
to adjustment in accordance with Paragraph 10. The Shares issued under the Plan
may, at the Company's option, be either Shares held in treasury or Shares
originally issued for such purpose.
(b) If Restricted Stock or Restricted Stock Units are forfeited
pursuant to the term of an Award, other Awards with respect to such Shares may
be granted.
5. ADMINISTRATION OF THE PLAN
(a) Administration. The Plan shall be administered by the Committee.
(b) Grants. Subject to the express terms and conditions set forth in
the Plan, the Committee shall have the power, from time to time, to:
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(i) select those Employees to whom Awards shall be granted under
the Plan, to determine the number of Shares and/or Restricted
Stock Units, as applicable, to be granted pursuant to each
Award, and, pursuant to the provisions of the Plan, to
determine the terms and conditions of each Award, including
the restrictions applicable to such Shares and the conditions
upon which a Vesting Date shall occur; and
(ii) interpret the Plan's provisions, prescribe, amend and rescind
rules and regulations for the Plan, and make all other
determinations necessary or advisable for the administration
of the Plan.
The determination of the Committee in all matters as stated above shall be
conclusive.
(c) 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.
(d) 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 5(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.
(e) 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.
(f) 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 Restricted Stock and/or Restricted Stock
Units to any Grantee other than a Grantee who, at the time of the grant:
(i) has a base salary of $500,000 or more;
(ii) holds a position with Comcast Corporation of Senior Vice
President or a position of higher rank than Senior Vice
President; or
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(iii) is subject to the short-swing profit recapture rules of
section 16(b) of the 1934 Act.
(g) Termination of Delegation of Authority. Any delegation of authority
described in Paragraph 5(f) 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.
6. ELIGIBILITY
Awards may be granted only to Eligible Employees. No Awards
shall be granted to an individual who is not an employee of a Participating
Company.
7. RESTRICTED STOCK AND RESTRICTED STOCK UNIT 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. All Awards shall be granted within ten (10) years
from the date of adoption of the Plan by the Board.
(b) Terms of Awards. The provisions of Awards need not be the same with
respect to each Grantee. No cash or other consideration shall be required to be
paid by the Grantee in exchange for an Award.
(c) Awards and Agreements. Each Grantee shall be provided with an
agreement specifying the terms of an Award. In addition, a certificate shall be
issued to each Grantee in respect of Restricted Shares subject to an Award. Such
certificate shall be registered in the name of the Grantee and shall bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Award. The Company may require that the certificate
evidencing such Restricted Stock be held by the Company until all restrictions
on such Restricted Stock have lapsed.
(d) Restrictions. Subject to the provisions of the Plan and the Award,
during a period set by the Committee commencing with the Date of Grant, which,
for Grantees who are subject to the short-swing profit recapture rules of
section 16(b) of the 1934 Act by virtue of their position as either a director,
officer or holder of more than 10 percent of any class of equity securities of
the Company, shall extend for at least six (6) months from the Date of Grant,
the Grantee shall not be permitted to sell, transfer, pledge or assign
Restricted Stock awarded under the Plan.
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(e) Vesting/Lapse of Restrictions. Subject to the provisions of the
Plan and the Award, a Vesting Date for Restricted Stock or Restricted Stock
Units subject to an Award shall occur at such time or times and on such terms
and conditions as the Committee may determine and as are set forth in the Award;
provided, however, that a Vesting Date shall occur only if the Grantee is an
employee of a Participating Company as of such Vesting Date, and has been an
employee of a Participating Company continuously from the Date of Grant. The
Award may provide for Restricted Stock or Restricted Stock Units to vest in
installments, as determined by the Committee. The Committee may, in its sole
discretion, waive, in whole or in part, any remaining conditions to vesting with
respect to such Grantee's Restricted Stock or Restricted Stock Units. All
references in Awards granted before the consummation of the AT&T Broadband
Transaction as to which a Vesting Date has not occurred shall be deemed to be
references to Special Common Stock.
(f) Rights of the Grantee. Grantees may have such rights with respect
to Shares subject to an Award as may be determined by the Committee and set
forth in the Award, including the right to vote such Shares, and the right to
receive dividends paid with respect to such Shares. A Grantee whose Award
consists of Restricted Stock Units shall not have the right to vote or to
receive dividend equivalents with respect to such Restricted Stock Units.
(g) Termination of Grantee's Employment. A transfer of an Eligible
Employee between two employers, each of which is a Participating Company, shall
not be deemed a termination of employment. In the event that a Grantee
terminates employment with all Participating Companies, all Restricted Shares
and/or Restricted Stock Units as to which a Vesting Date has not occurred shall
be forfeited by the Grantee and deemed canceled by the Company.
(h) Delivery of Shares. Except as otherwise provided by Paragraph 8,
when a Vesting Date occurs with respect to all or a portion of an Award of
Restricted Stock or Restricted Stock Units, the Company shall notify the Grantee
that a Vesting Date has occurred, and shall deliver to the Grantee (or the
Grantee's Successor-in-Interest) a certificate for the number of Shares as to
which a Vesting Date has occurred (or in the case of Restricted Stock Units, the
number of Shares represented by such Restricted Stock Units) without any legend
or restrictions (except those that may be imposed by the Committee, in its sole
judgment, under Paragraph 9(a)). The right to payment of any fractional Shares
that may have accrued shall be satisfied in cash, measured by the product of the
fractional amount times the Fair Market Value of a Share at the Vesting Date, as
determined by the Committee.
8. DEFERRAL ELECTIONS
A Grantee may elect to defer the receipt of Shares that would
otherwise be issuable with respect to Restricted Stock or Restricted Stock Units
as to which a Vesting Date has occurred, as provided by the Committee in the
Award, consistent, however, with the following:
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(a) Initial Election.
(i) Election. Each Grantee who is a Deferral Eligible Employee
shall have the right to defer the receipt of some or all of
the Shares issuable with respect to Restricted Stock or
Restricted Stock Units as to which a Vesting Date has not yet
occurred, by filing an Initial Election to defer the receipt
of such Shares on a form provided by the Committee for this
purpose.
(ii) Deadline for Initial Election. No Initial Election to defer
the receipt of Shares issuable with respect to Restricted
Stock or Restricted Stock Units shall be effective unless it
is filed with the Committee on or before the last day of the
calendar year ending before the first day of the Plan Year in
which the Vesting Date may occur; provided that an Initial
Election to defer the receipt of Shares issuable with respect
to Restricted Stock or Restricted Stock Units as to which the
Award provides for a potential Vesting Date within the same
Plan Year as the Plan Year in which the Award is granted shall
be effective if it is filed with the Committee on or before
the earlier of (A) the 30th day following the Date of Grant or
(B) the last day of the month that precedes the month in which
the Vesting Date may occur.
(b) Effect of Failure of Vesting Date to Occur. An Election shall be
null and void if a Vesting Date with respect to the Restricted Stock or
Restricted Stock Units does not occur before the distribution date for Shares
issuable with respect to such Restricted Stock or Restricted Stock Units
identified in such Election.
(c) Deferral Period. Except as otherwise provided in Paragraph 8(d),
all Shares issuable with respect to Restricted Stock or Restricted Stock Units
that are subject to an Election shall be delivered to the Grantee (or the
Grantee's Successor-in-Interest) without any legend or restrictions (except
those that may be imposed by the Committee, in its sole judgment, under
Paragraph 9(a)), on the distribution date for such Shares designated by the
Grantee on the most recently filed Election. Subject to acceleration or deferral
pursuant to Paragraph 8(d) or Paragraph 11, no distribution may be made earlier
than January 2nd of the second calendar year beginning after the Vesting Date,
nor later than January 2nd of the tenth calendar year beginning after the
Vesting Date. The distribution date may vary with each separate Election.
(d) Additional Elections.
(i) Each Active Grantee who has previously made an Initial
Election to receive a distribution of part or all of his or
her Account, or who, pursuant to this Paragraph 8(d)(i) has
made a Subsequent Election to defer the distribution date for
Shares issuable with respect to Restricted Stock or Restricted
Stock Units for an additional period from the
originally-elected distribution date, may elect to defer the
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distribution date for a minimum of two and a maximum of ten
additional years from the previously-elected distribution
date, by filing a Subsequent Election with the Committee 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.
(ii) A Deceased Grantee's Successor-in-Interest may elect to: (A)
file a Subsequent Election to defer the distribution date for
the Deceased Grantee's Shares issuable with respect to
Restricted Stock or Restricted Stock Units 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 Paragraph 8(d)(ii)(A), the Deceased Grantee's deferred
Shares issuable with respect to Restricted Stock or Restricted
Stock Units shall be distributed in full on or before the
fifth anniversary of the Deceased Grantee's death); or (B)
file an Acceleration Election to accelerate the distribution
date for the Deceased Grantee's Shares issuable with respect
to Restricted Stock or Restricted Stock Units from the date
payment would otherwise be made to January 2nd of the calendar
year beginning after the Deceased Grantee's death. A
Subsequent Election or an Acceleration Election pursuant to
this Paragraph 8(d)(ii) must be filed with the Committee on or
before the close of business on (x) the June 30 following the
Grantee's death on or before May 1 of a calendar year, (y) the
60th day following the Grantee's death after May 1 and before
November 2 of a calendar year or (z) the December 31 following
the Grantee's death after November 1 of a calendar year. One
and only one Election shall be permitted pursuant to this
Paragraph 8(d)(ii) with respect to a Deceased Grantee.
(iii) A Disabled Grantee may elect to accelerate the distribution
date of the Disabled Grantee's Shares issuable with respect to
Restricted Stock or Restricted Stock Units from the date
payment would otherwise be made to January 2nd of the calendar
year beginning after the Grantee became disabled. An
Acceleration Election pursuant to this Paragraph 8(d)(iii)
must be filed with the Committee on or before the close of
business on (x) the June 30 following the date the Grantee
becomes a Disabled Grantee if the Grantee becomes a Disabled
Grantee on or before May 1 of a calendar year, (y) the 60th
day following the date the Grantee becomes a Disabled Grantee
if the Grantee becomes a Disabled Grantee after May 1 and
before November 2 of a calendar year or (z) the December 31
following the date the Grantee becomes a Disabled Grantee if
the Grantee becomes a Disabled Grantee after November 2 of a
calendar year.
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(iv) A Retired Grantee may elect to defer the distribution date of
the Retired Grantee's Shares issuable with respect to
Restricted Stock or Restricted Stock Units 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 Paragraph 8(d)(iv), the Retired Grantee's Account
shall be distributed in full on or before the fifth
anniversary of the Retired Grantee's Normal Retirement). A
Subsequent Election pursuant to this Paragraph 8(d)(iv) must
be filed with the Committee on or before the close of business
on the later of (x) the June 30 following the Grantee's Normal
Retirement on or before May 1 of a calendar year, (y) the 60th
day following the Grantee's Normal Retirement after May 1 and
before November 2 of a calendar year or (z) the December 31
following the Grantee's Normal Retirement after November 1 of
a calendar year.
(e) Book Accounts. An Account shall be established for each Grantee who
makes an Election. Deferred Stock Units shall be credited to the Account as of
the date an Election becomes effective. Each Deferred Stock Unit will represent,
as applicable, either a hypothetical share of Common Stock or a hypothetical
share of Special Common Stock credited to the Account in lieu of delivery of the
Shares to which the Election applies. To the extent an Account is deemed
invested in the Income Fund, the Committee shall credit earnings with respect to
such Account at the Applicable Interest Rate, as further provided in Paragraph
8(f).
(f) Crediting of Income, Gains and Losses on Accounts. Except as
otherwise provided in Paragraph 8(g), the value of a Participant's Account as of
any date shall be determined as if it were invested in the Company Stock Fund.
(g) Diversification Elections.
(i) In General. A Diversification Election shall be available: (A)
at any time that a Registration Statement filed under the 1933
Act (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 Committee. No approval is required for a Diversification
Election other than a Special Diversification Election.
(ii) Committee 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 Committee in its sole discretion.
A Special Diversification Election shall only be effective if
(and to the extent) approved by the Committee.
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(iii) Timing and Manner of Making Diversification Elections. Each
Grantee and, in the case of a Deceased Grantee, the
Successor-in-Interest, 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 attributable to each grant of Restricted
Stock or Restricted Stock Units credited to the Company Stock
Fund to the Income Fund. No deemed transfers shall be
permitted from the Income Fund to the Company Stock Fund.
Diversification Elections under this Paragraph 8(g)(iii) shall
be prospectively effective on the later of: (A) the date
designated by the Grantee on a Diversification Election filed
with the Committee; 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 Grantee's
Account. In no event may a Diversification Election be
effective earlier than the business day next following the
lapse of six (6) months from the date Deferred Stock Units are
credited to the Account following the lapse of restrictions
with respect to an Award.
(iv) Timing of Credits. Account balances subject to a
Diversification Election under this Paragraph 8(g) shall be
deemed transferred from the Company Stock Fund to the Income
Fund immediately following 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 Common Stock or Special Common Stock, as applicable,
underlying the liquidated Deferred Stock Units at Fair Market
Value as of the effective date of a Diversification Election.
(h) Effect of Distributions within Five Years of Effective Date of
Diversification Election. If, pursuant to Paragraphs 8(a) through 8(d), Shares
distributable with respect to Deferred Stock Units credited to the Company Stock
Fund that are attributable to an Award 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 Grantee who is a
Successor-in-Interest, whether or not such Diversification Election was made by
a Grantee'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 Grantee'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:
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---------------------------------------------------------- --------------------------------------------------
Time that Shares are Distributable Distributable Percentage of Corresponding Income
Fund Amount
---------------------------------------------------------- --------------------------------------------------
On or before the third anniversary of a Diversification 60%
Election
---------------------------------------------------------- --------------------------------------------------
After the third anniversary of a Diversification 40%
Election and on or before the fourth anniversary of a
Diversification Election
---------------------------------------------------------- --------------------------------------------------
After the fourth anniversary of a Diversification 20%
Election and on or before the fifth anniversary of a
Diversification Election
---------------------------------------------------------- --------------------------------------------------
After the fifth anniversary of a Diversification Election 0%
---------------------------------------------------------- --------------------------------------------------
(i) Grantees' Status as General Creditors. A Grantee's right to
delivery of Shares subject to an Election under this Paragraph 8, or to amounts
deemed invested in the Income Fund pursuant to a Diversification Election, shall
at all times represent the general obligation of the Company. The Grantee 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 such obligation.
Nothing contained in the Plan or an Award shall be deemed to create an escrow,
trust, custodial account or fiduciary relationship of any kind. Nothing
contained in the Plan or an Award shall be construed to eliminate any priority
or preferred position of a Grantee in a bankruptcy matter with respect to claims
for wages.
(j) Non-Assignability, Etc. The right of a Grantee to receive Shares
subject to an Election under this Paragraph 8, or to amounts deemed invested in
the Income Fund pursuant to a Diversification Election, shall not be subject in
any manner to attachment or other legal process for the debts of such Grantee;
and no right to receive Shares or cash payments hereunder shall be subject to
anticipation, alienation, sale, transfer, assignment or encumbrance.
9. SECURITIES LAWS; TAXES
(a) Securities Laws. The Committee shall have the power to make each
grant of Awards under the Plan subject to such conditions as it deems necessary
or appropriate to comply with the then-existing requirements of the 1933 Act and
the 1934 Act, including Rule 16b-3. Such conditions may include the delivery by
the Grantee of an investment representation to the Company in connection with a
Vesting Date occurring with respect to Shares subject to an Award, or the
execution of an agreement by the
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Grantee to refrain from selling or otherwise disposing of the Shares acquired
for a specified period of time or on specified terms.
(b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall be
entitled, if necessary or desirable, to withhold the amount of any tax, charge
or assessment attributable to the grant of any Award or the occurrence of a
Vesting Date with respect to any Award. The Company shall not be required to
deliver Shares pursuant to any Award until it has been indemnified to its
satisfaction for any such tax, charge or assessment.
(c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash
to Satisfy Tax Liability.
(i) In connection with the grant of any Award or the occurrence of
a Vesting Date under any Award, the Company shall have the
right to (A) require the Grantee to remit to the Company an
amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the delivery or transfer
of any certificate or certificates for Shares subject to such
Award, or (B) take any action whatever that it deems necessary
to protect its interests with respect to tax liabilities. The
Company's obligation to make any delivery or transfer of
Shares shall be conditioned on the Grantee's compliance, to
the Company's satisfaction, with any withholding requirement.
(ii) Except as otherwise provided in this Paragraph 9(c)(ii), any
tax liabilities incurred in connection with grant of any Award
or the occurrence of a Vesting Date under any Award under the
Plan shall be satisfied by the Company's withholding a portion
of the Shares subject to such Award having a Fair Market Value
approximately equal to the minimum amount of taxes required to
be withheld by the Company under applicable law, unless
otherwise determined by the Committee with respect to any
Grantee. Notwithstanding the foregoing, the Committee may
permit a Grantee to elect one or both of the following: (A) to
have taxes withheld in excess of the minimum amount required
to be withheld by the Company under applicable law; provided
that the Grantee certifies in writing to the Company at the
time of such election that the Grantee owns Other Available
Shares having a Fair Market Value that is at least equal to
the Fair Market Value to be withheld by the Company in payment
of withholding taxes in excess of such minimum amount; and (B)
to pay to the Company in cash all or a portion of the taxes to
be withheld in connection with such grant or Vesting Date. In
all cases, the Shares so withheld by the Company shall have a
Fair Market Value that does not exceed the amount of taxes to
be withheld minus the cash payment, if any, made by the
Grantee. Any election pursuant to
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this Paragraph 9(c)(ii) must be in writing made prior to the
date specified by the Committee, and in any event prior to the
date the amount of tax to be withheld or paid is determined. An
election pursuant to this Paragraph 9(c)(ii) may be made only
by a Grantee or, in the event of the Grantee's death, by the
Grantee's legal representative. No Shares withheld pursuant to
this Paragraph 9(c)(ii) shall be available for subsequent
grants under the Plan. The Committee may add such other
requirements and limitations regarding elections pursuant to
this Paragraph 9(c)(ii) as it deems appropriate.
10. CHANGES IN CAPITALIZATION
The aggregate number of Shares and class of Shares as to which
Awards may be granted and the number of Shares covered by each outstanding Award
shall be appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Shares and/or other outstanding equity security or a
recapitalization or other capital adjustment (not including the issuance of
Shares and/or other outstanding equity securities on the conversion of other
securities of the Company which are convertible into Shares and/or other
outstanding equity securities) affecting the Shares which is effected without
receipt of consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Paragraph 10 and any such
determination by the Committee shall be final, binding and conclusive.
11. 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 conditions to the occurrence of
a Vesting Date with respect to an Award of Restricted Stock or Restricted Stock
Units (other than Restricted Stock or Restricted Stock Units that have
previously been forfeited) shall be eliminated, in full or in part. Further, the
Committee may, in its discretion, provide in such notice that notwithstanding
any other provision of the Plan or the terms of any Election made pursuant to
Paragraph 8, upon the consummation of a Terminating Event, Shares issuable with
respect to Restricted Stock or Restricted Stock Units subject to an Election
made pursuant to Paragraph 8 shall be transferred to the Grantee, and all
amounts credited to the Income Fund shall be paid to the Grantee.
12. 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 Paragraph 8 of the Plan, the Applicant may make a
claim for benefits in the manner hereinafter provided.
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An Applicant may file a claim for benefits with the Committee
on a form supplied by the Committee. If the Committee wholly or partially denies
a claim, the Committee 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 Committee 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 Committee. 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
Committee in writing. The Committee 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 Committee 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
Committee at the following address:
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102
Attention: General Counsel
13. AMENDMENT AND TERMINATION
The Plan may be terminated by the Board 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.
-19-
14. EFFECTIVE DATE
The effective date of this amendment and restatement of the
Plan is February 24, 2004.
15. GOVERNING LAW
The Plan and all determinations made and actions taken
pursuant to the Plan shall be governed in accordance with Pennsylvania law.
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Executed as of the 24th day of February, 2004.
COMCAST CORPORATION
BY: /s/ David L. Cohen
---------------------------------
ATTEST: /s/ Arthur R. Block
---------------------------------
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