APPENDIX 2
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COMCAST CORPORATION
1996 EXECUTIVE CASH BONUS PLAN
(as amended December 15, 1998)
1. PURPOSE
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The purpose of the Plan is to provide, subject to shareholder approval
and approval by the Committee (as defined below), performance-based cash bonus
compensation for certain employees of Comcast Corporation, a Pennsylvania
corporation (the "Company") in accordance with a formula that is based on the
financial success of the Company as part of an integrated compensation program
which is intended to assist the Company in motivating and retaining employees of
superior ability, industry and loyalty.
2. DEFINITIONS
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The following words and phrases as used herein shall have the
following meanings, unless a different meaning is plainly required by the
context:
"Board of Directors" shall mean the Board of Directors of the Company.
"Cash Flow" shall mean the operating income before depreciation and
amortization for the Company and those of its affiliates which are included with
the Company in its consolidated financial statements as prepared by the Company
in accordance with generally accepted accounting principles.
"Committee" shall mean the Subcommittee on Performance-Based
Compensation of the Compensation Committee of the Board of Directors.
"Company" shall mean Comcast Corporation, a Pennsylvania corporation,
and any successor thereto.
"First Tier Goal" shall mean the performance goal, measured in terms
of level of Cash Flow, as established by the Committee for each Plan Year. The
First Tier Goal is the performance measure which, if achieved, permits payment
to each Participant of 66 2/3% of the Participant's Target Bonus. The Committee
shall in all events establish the First Tier Goal for each Plan Year no later
than 90 days after the first day of the Plan Year or, if sooner, within the
first 25% of the Plan Year. The First Tier Goal shall be established at the
discretion of the Committee, provided, however, that the Committee must
determine that, as of the date the First Tier Goal is established, it is
substantially uncertain whether the level of Cash Flow required to meet the
First Tier Goal will be achieved.
"Participant" shall mean those persons eligible to participate in the
Plan in accordance with Section 3.
"Plan" shall mean the 1996 Comcast Corporation Executive Cash Bonus
Plan.
"Plan Year" shall mean the calendar year, except that the first Plan
Year shall be the period from July 1, 1996 through December 31, 1996.
"Second Tier Goal" shall mean the performance goal, measured in terms
of level of Cash Flow, as established by the Committee for each Plan Year. The
Second Tier Goal is the performance measure which, if achieved, permits payment
to each Participant of 100% of the Participant's Target Bonus. The Committee
shall establish the Second Tier Goal for each Plan Year at the same time that it
establishes the First Tier Goal for such Plan Year. The Second Tier Goal shall
be a level of Cash Flow chosen at the discretion of the Committee that is higher
than the level of Cash Flow chosen for the Plan Year as the First Tier Goal.
"Target Bonus" shall mean, with respect to any Participant for any
Plan Year, the sum of (a) the Target Percentage of the Participant's base salary
and any guaranteed bonus (other than any bonus awarded on account of the
termination as of December 31, 1993, of the Company's discretionary cash bonus
plan) as of the first day of the Plan Year and (b) the amount, if any, of such
Participant's Target Bonus for any prior Plan Year which was not earned due to
failure to meet the First Tier Goal or the Second Tier Goal; provided, however,
that in no event shall any Participant's Target Bonus for any Plan Year exceed
$3,000,000.
"Target Percentage" shall mean, with respect to any Participant for
any Plan Year, a percentage, not to exceed 150%, established by the Committee
with respect to such Participant and such Plan Year. If no other percentage is
selected by the Committee, the Target Percentage shall be 50%.
3. PARTICIPATION
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The Participants in the Plan shall be Brian L. Roberts, Lawrence S.
Smith, John R. Alchin, Stanley Wang, and such other key executives as may be
designated by the Committee to participate in the Plan from time to time.
4. TERM OF PLAN
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Subject to approval of the Plan by the Committee and the shareholders
of the Company, the Plan shall be in effect as of July 1, 1996 and shall
continue until all amounts required to be paid with respect to all Plan Years up
through and including the Plan Year ending December 31, 2003 are paid by the
Company, unless sooner terminated by the Board of Directors.
5. BONUS ENTITLEMENT
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Each Participant shall be entitled to receive a bonus in accordance
with the provisions of Section 6 of the Plan only after certification by the
Committee that the performance goals set forth in Section 6 have been satisfied.
The bonus payment under the Plan shall be paid
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to each Participant as soon as practicable following the close of the Plan Year
with respect to which the bonus is to be paid. Notwithstanding anything
contained herein to the contrary, no bonus shall be payable under the Plan
without the prior disclosure of the terms of the Plan to the shareholders of the
Company and the approval of the Plan by such shareholders.
6. AMOUNT OF PERFORMANCE-BASED COMPENSATION BONUS
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(a) Each Participant in the Plan shall be entitled to a bonus with
respect to a Plan Year which is equal to 66 2/3% of the Participant's Target
Bonus if the Company's Cash Flow for the Plan Year is at least equal to the
First Tier Goal, and 100% of the Target Bonus if the Company's Cash Flow for the
Plan Year is at least equal to the Second Tier Goal. If the level of Cash Flow
for the Plan Year is higher than the First Tier Goal and lower than the Second
Tier Goal, the bonus with respect to such Plan Year shall be such percentage of
the Participant's Target Bonus in excess of 66 2/3% as is determined by
prorating the difference between 100% and 66 2/3% according to the level of Cash
Flow in excess of the First Tier Goal divided by the difference between the
levels of Cash Flow represented by the Second Tier Goal and the First Tier Goal.
If the level of Cash Flow for a Plan Year is below the First Tier Goal
established with respect to such Plan Year, no bonus shall be payable under the
Plan for that Plan Year.
(b) In the event any payment of a bonus otherwise payable under the
Plan occurs more than two months after the close of the Plan Year with respect
to which the bonus is paid because the required disclosure of the terms of the
Plan to the shareholders of the Company and the approval of the Plan by such
shareholders delays such bonus payment, the amount of the bonus otherwise
payable shall be increased by the amount such bonus payment would earn if it
were invested in an investment bearing a 7% annual rate of return, compounded
daily, or such other reasonable rate of interest as may be determined by the
Committee, during the period from the close of the Plan Year with respect to
which such bonus is paid and the date the bonus is actually paid.
(c) Notwithstanding anything contained herein to the contrary, in the
event there is a significant acquisition or disposition of any assets, business
division, company or other business operations of the Company that is reasonably
expected to have an effect on Cash Flow as otherwise determined under the terms
of the Plan, the First Tier Goal and the Second Tier Goal shall be adjusted to
take into account the impact of such acquisition or disposition by increasing or
decreasing such goals in the same proportion as Cash Flow of the Company would
have been affected for the prior Plan Year on a pro forma basis had such an
acquisition or disposition occurred on the same date during the prior Plan Year
(except in the case of the first Plan Year the adjustment shall be made by
reference to the effect such an acquisition or disposition on the same date
during the prior calendar year would have had on Cash Flow for the period
commencing July 1, 1995 and ending December 31, 1995). Such adjustment shall be
based upon the historical equivalent of Cash Flow of the assets so acquired or
disposed of for the prior Plan Year, as shown by such records as are available
to the Company, as further adjusted to reflect any aspects of the transaction
that should be taken into account to ensure comparability between amounts in the
prior Plan Year and the current Plan Year.
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(d) Notwithstanding the determination of the amount of a
Participant's bonus payable with respect to any Plan Year under Section 6(a),
the Committee shall have the discretion to reduce or eliminate the bonus
otherwise payable to a Participant if it determines that such a reduction or
elimination of the bonus is in the best interests of the Company.
7. COMMITTEE
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(a) Powers. The Committee shall have the power and duty to do all
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things necessary or convenient to effect the intent and purposes of the Plan and
not inconsistent with any of the provisions hereof, whether or not such powers
and duties are specifically set forth herein, and, by way of amplification and
not limitation of the foregoing, the Committee shall have the power to:
(i) provide rules and regulations for the management, operation and
administration of the Plan, and, from time to time, to amend or supplement such
rules and regulations;
(ii) construe the Plan, which construction, as long as made in good
faith, shall be final and conclusive upon all parties hereto; and
(iii) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan in such manner and to such extent as it shall deem
expedient to carry the same into effect, and it shall be the sole and final
judge of when such action shall be appropriate.
The resolution of any questions with respect to payments and
entitlements pursuant to the provisions of the Plan shall be determined by the
Committee, and all such determinations shall be final and conclusive.
(b) Indemnity. No member of the Committee shall be directly or
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indirectly responsible or under any liability by reason of any action or default
by him as a member of the Committee, or the exercise of or failure to exercise
any power or discretion as such member. No member of the Committee shall be
liable in any way for the acts or defaults of any other member of the Committee,
or any of its advisors, agents or representatives. The Company shall indemnify
and save harmless each member of the Committee against any and all expenses and
liabilities arising out of his own membership on the Committee.
(c) Compensation and Expenses. Members of the Committee shall receive
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no separate compensation for services other than compensation for their
services as members of the Board of Directors, which compensation can include
compensation for services at any committee meeting attended in their capacity as
members of the Board of Directors. Members of the Committee shall be entitled to
receive their reasonable expenses incurred in administering the Plan. Any such
expenses, as well as extraordinary expenses authorized by the Company, shall be
paid by the Company.
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(d) Participant Information. The Company shall furnish to the
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Committee in writing all information the Company deems appropriate for the
Committee to exercise its powers and duties in administration of the Plan. Such
information shall be conclusive for all purposes of the Plan and the Committee
shall be entitled to rely thereon without any investigation thereof; provided,
however, that the Committee may correct any errors discovered in any such
information.
(e) Inspection of Documents. The Committee shall make available to
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each Participant, for examination at the principal office of the Company (or at
such other location as may be determined by the Committee), a copy of the Plan
and such of its records, or copies thereof, as may pertain to any benefits of
such Participant under the Plan.
8. EFFECTIVE DATE, TERMINATION AND AMENDMENT
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(a) Effective Date of Participation in Plan. Subject to shareholder
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and Committee approval of the Plan, participation in this Plan shall be
effective as of July 1, 1996 and shall continue thereafter until the Plan is
terminated.
(b) Amendment and Termination of the Plan. The Plan may be terminated
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or revoked by the Company at any time and amended by the Company from time to
time, provided that neither the termination, revocation or amendment of the Plan
may, without the written approval of the Participant, reduce the amount of a
bonus payment that is due, but has not yet been paid, and provided further that
no changes that would increase the amount of bonuses determined under provisions
of the Plan shall be effective without approval by the Committee and without
disclosure to and approval by the shareholders of the Company in a separate vote
prior to payment of such bonuses. In addition, the Plan may be modified or
amended by the Committee, as it deems appropriate, in order to comply with any
rules, regulations or other guidance promulgated by the Internal Revenue Service
with respect to applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), as they relate to the exemption for "performance-based
compensation" under the limitations on the deductibility of compensation imposed
under Code Section 162(m).
9. MISCELLANEOUS PROVISIONS
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(a) Unsecured Creditor Status. A Participant entitled to a bonus
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payment hereunder, shall rely solely upon the unsecured promise of the Company,
as set forth herein, for the payment thereof, and nothing herein contained shall
be construed to give to or vest in a Participant or any other person now or at
any time in the future, any right, title, interest, or claim in or to any
specific asset, fund, reserve, account, insurance or annuity policy or contract,
or other property of any kind whatever owned by the Company, or in which the
Company may have any right, title, or interest, nor or at any time in the
future.
(b) Other Company Plans. It is agreed and understood that any
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benefits under this Plan are in addition to any and all benefits to which a
Participant may otherwise be entitled under any other contract, arrangement, or
voluntary pension, profit sharing
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or other compensation plan of the Company, whether funded or unfunded, and that
this Plan shall not affect or impair the rights or obligations of the Company or
a Participant under any other such contract, arrangement, or voluntary pension,
profit sharing or other compensation plan.
(c) Separability. If any term or condition of the Plan shall be
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invalid or unenforceable to any extent or in any application, then the remainder
of the Plan, with the exception of such invalid or unenforceable provision,
shall not be affected thereby, and shall continue in effect and application to
its fullest extent.
(d) Continued Employment. Neither the establishment of the Plan, any
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provisions of the Plan, nor any action of the Committee shall be held or
construed to confer upon any Participant the right to a continuation of
employment by the Company. The Company reserves the right to dismiss any
employee (including a Participant), or otherwise deal with any employee
(including a Participant) to the same extent as though the Plan had not been
adopted.
(e) Incapacity. If the Committee determines that a Participant is
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unable to care for his affairs because of illness or accident, any benefit due
such Participant under the Plan may be paid to his spouse, child, parent, or any
other person deemed by the Committee to have incurred expense for such
Participant (including a duly appointed guardian, committee, or other legal
representative), and any such payment shall be a complete discharge of the
Company's obligation hereunder.
(g) Jurisdiction. The Plan shall be construed, administered, and
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enforced according to the laws of the Commonwealth of Pennsylvania, except to
the extent that such laws are preempted by the Federal laws of the United States
of America.
(h) Withholding. The Participant shall make appropriate arrangements
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with the Company for satisfaction of any federal, state or local income tax
withholding requirements and Social Security or other tax requirements
applicable to the accrual or payment of benefits under the Plan. If no other
arrangements are made, the Company may provide, at its discretion, for any
withholding and tax payments as may be required.
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