Exhibit 4.1
COMCAST
CORPORATION
2005 DEFERRED COMPENSATION
PLAN
ARTICLE 1 - BACKGROUND AND
COVERAGE OF PLAN
1.1. Background and Adoption of
Plan . In recognition of the services provided by certain key
employees and in order to make additional retirement benefits and
increased financial security available on a tax-favored basis to
those individuals, the Board of Directors of Comcast Corporation, a
Pennsylvania corporation (the “Board”), hereby adopts
the Comcast Corporation 2005 Deferred Compensation Plan (the
“Plan”), effective January 1, 2005 (the “
Effective Date ”).
Prior to the Effective Date, the
Comcast Corporation 2002 Deferred Compensation Plan (the
“2002 Plan”) was in effect. In order to preserve the
favorable tax treatment available to deferrals under the 2002 Plan
in light of the American Jobs Creation Act of 2004 and the
regulations issued by the Department of the Treasury thereunder
(the “ AJCA ”), the Board has prohibited future
deferrals under the 2002 Plan of amounts earned and vested on and
after the Effective Date. Amounts earned and vested prior to the
Effective Date are and will remain subject to the terms of the 2002
Plan. Amounts earned and vested on and after the Effective Date
will be available to be deferred pursuant to the Plan, subject to
its terms and conditions.
1.2. Reservation of Right to
Amend to Comply with AJCA . The Board reserves the right to
amend the Plan, either retroactively or prospectively, in whatever
respect is required to achieve and maintain compliance with the
requirements of the AJCA.
1.3. 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 the receipt of compensation otherwise payable
to such outside directors and eligible employees in accordance with
the terms of the Plan.
ARTICLE 2 -
DEFINITIONS
2.1. “ Account ”
means the bookkeeping accounts established pursuant to Section 5.1
and maintained by the Administrator in the names of the respective
Participants, to which all amounts deferred and earnings allocated
under the Plan shall be credited, 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; and
(b) Each Participant who is actively
employed by a Participating Company as an Eligible
Employee.
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
Sections 2.7(b), the Applicable Interest Rate means the interest
rate that, when compounded daily pursuant to rules established by
the Administrator from time to time, is mathematically equivalent
to 12% per annum, compounded annually.
(b) Except to the extent otherwise
required by Section 10.2, effective for the period beginning as
soon as administratively practicable following a
Participant’s employment termination date to the date the
Participant’s Account is distributed in full, the
Administrator, in its sole 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. 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. “ 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.
2.8. “ Board ”
means the Board of Directors of the Company.
2.9. “ 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.
2.10. “ Code ”
means the Internal Revenue Code of 1986, as amended.
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2.11. “ Committee
” means the Compensation Committee of the Board of Directors
of the Company.
2.12. “ Company ”
means Comcast Corporation, a Pennsylvania corporation, including
any successor thereto by merger, consolidation, acquisition of all
or substantially all the assets thereof, or otherwise.
2.13. “ Company Stock
” means with respect to amounts credited to the Company Stock
Fund pursuant to deferral elections by Outside Directors made
pursuant to Section 3.1(a), Comcast Corporation Class A Common
Stock, par value $0.01, including a fractional share, and such
other securities issued by Comcast Corporation as may be subject to
adjustment in the event that shares of either class of Company
Stock are changed into, or exchanged for, a different number or
kind of shares of stock or other securities of the Company, whether
through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split-up or other substitution of securities
of the Company. In such event, the Committee shall make appropriate
equitable anti-dilution adjustments to the number and class of
hypothetical shares of Company Stock credited to
Participants’ Accounts under the Company Stock Fund. Any
reference to the term “Company Stock” in the Plan shall
be a reference to the appropriate number and class of shares of
stock as adjusted pursuant to this Section 2.13. The
Committee’s adjustment shall be effective and binding for all
purposes of the Plan.
2.14. “ Company Stock
Fund ” means a hypothetical investment fund pursuant to
which income, gains and losses are credited to a
Participant’s Account as if the Account, to the extent deemed
invested in the Company Stock Fund, were invested in hypothetical
shares of Company Stock, and all dividends and other distributions
paid with respect to Company Stock were held uninvested in cash,
and reinvested in additional hypothetical shares of Company Stock
as of the next succeeding December 31, based on the Fair Market
Value of the Company Stock for such December 31.
2.15. “ Compensation
” means:
(a) In the case of an Outside
Director, the total remuneration payable in cash or payable in
Company Stock (as elected by the Outside Director pursuant to the
Comcast Corporation 2003 Director Compensation Plan) for services
as a member of the Board and as a member of any Committee of the
Board; and
(b) In the case of an Eligible
Employee, the total cash remuneration for services payable by a
Participating Company, excluding (i) Severance Pay and (ii) sales
commissions or other similar payments or awards.
2.16. “ 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 (i) such
Deceased Participant’s or deceased Beneficiary’s Death
Taxes have been finally determined, (ii) 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 (iii) 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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2.17. “ 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.
2.18. “ Deceased
Participant ” means 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.
2.19. “ Disability
” means:
(a) an individual’s inability
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months; or
(b) circumstances under which, by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, an individual
is receiving income replacement benefits for a period of not less
than three months under an accident or health plan covering
employees of the individual’s employer.
2.20. “ 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) The duly-appointed legal
guardian of an individual described in Section 2.20(a) acting on
behalf of such individual.
2.21. “ Eligible
Employee ” means:
(a) Each Grandfathered
Employee.
(b) 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.
(c) Each New Key
Employee.
(d) Each other employee of a
Participating Company who is designated by the Committee, in its
discretion, as an Eligible Employee.
2.22. “ Fair Market
Value ”
(a) If shares of Company Stock 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
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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 of Company Stock 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 of Company Stock are
not so listed nor trades of shares so reported, Fair Market Value
shall be determined by the Committee in good faith.
2.23. “ Grandfathered
Employee ” means:
(a) Each employee of a Participating
Company who, as of December 31, 1989, was eligible to participate
in the Prior Plan and who has been in continuous service to the
Company or an Affiliate since December 31, 1989.
(b) Each employee of a Participating
Company who was, at any time before January 1, 1995, eligible to
participate in the Comcast Corporation Deferred Compensation Plan
and whose Annual Rate of Pay is $90,000 or more as of both (i) the
date on which an Initial Election is filed with the Administrator
and (ii) the first day of each calendar year beginning after
December 31, 1994.
(c) Each individual who was an
employee of an entity that was a Participating Company in the Prior
Plan as of June 30, 2002 and 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.
(d) Each employee of a Participating
Company who (i) as of December 31, 2002, was an “Eligible
Employee” within the meaning of Section 2.34 of the AT&T
Broadband Deferred Compensation Plan (as amended and restated,
effective November 18, 2002) with respect to whom an account was
maintained, and (ii) for the period beginning on December 31, 2002
and extending through any date of determination, has been actively
and continuously in service to the Company or an
Affiliate.
2.24. “ Hardship
” means a Participant’s severe financial hardship due
to an unforeseeable emergency resulting from a sudden and
unexpected illness or accident of the Participant, or, a sudden and
unexpected illness or accident of a dependent (as defined by
section 152(a) of the Code) of the Participant, or loss of the
Participant’s property due to casualty, or other similar and
extraordinary unforeseeable circumstances arising as a result of
events beyond the control of the Participant. A need to send the
Participant’s child to college or a desire to purchase a home
is not an unforeseeable emergency. No Hardship shall be deemed to
exist to the extent that the financial hardship is or may be
relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by borrowing from commercial sources on reasonable
commercial terms to the extent that this borrowing would not itself
cause a severe financial hardship, (c) by cessation of deferrals
under the Plan, or (d) by liquidation of the Participant’s
other assets (including assets of the Participant’s spouse
and minor children that are
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reasonably available to the Participant) to the
extent that this liquidation would not itself cause severe
financial hardship. For the purposes of the preceding sentence, the
Participant’s resources shall be deemed to include those
assets of his spouse and minor children that are reasonably
available to the Participant; however, property held for the
Participant’s child under an irrevocable trust or under a
Uniform Gifts to Minors Act custodianship or Uniform
Transfers to Minors Act custodianship shall not be treated as a
resource of the Participant. The Board shall determine whether the
circumstances of the Participant constitute an unforeseeable
emergency and thus a Hardship within the meaning of this Section.
Following a uniform procedure, the Board’s determination
shall consider any facts or conditions deemed necessary or
advisable by the Board, and the Participant shall be required to
submit any evidence of the Participant’s circumstances that
the Board requires. The determination as to whether the
Participant’s circumstances are a case of Hardship shall be
based on the facts of each case; provided however, that all
determinations as to Hardship shall be uniformly and consistently
made according to the provisions of this Section for all
Participants in similar circumstances.
2.25. “ Inactive
Participant ” means each Participant (other than a
Retired Participant, Deceased Participant or Disabled Participant)
who is not in active service as an Outside Director and is not
actively employed by a Participating Company.
2.26. “ Income Fund
” means a hypothetical investment fund pursuant to which
income, gains and losses are credited to a Participant’s
Account as if the Account, to the extent deemed invested in the
Income Fund, were credited with interest at the Applicable Interest
Rate.
2.27. “ 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 or an Eligible
Employee may:
(a) Elect to defer all or any
portion of the Compensation payable for the performance of services
as an Outside Director or as an Eligible Employee following the
time that such election is filed; and
(b) Designate the time of payment of
the amount of deferred Compensation to which the Initial Election
relates.
2.28. “ New Key
Employee ” means each employee of a Participating
Company:
(a) 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, or
(b) 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.
2.29. “ 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
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(b) For a Participant who is an
Outside Director immediately preceding his termination of service,
his normal retirement from the Board.
2.30. “ Outside
Director ” means a member of the Board, who is not an
employee of a Participating Company.
2.31. “ Participant
” means each individual who has made an Initial Election, or
for whom an Account is established pursuant to Section 5.1, and who
has an undistributed amount credited to an Account under the Plan,
including an Active Participant, a Deceased Participant and an
Inactive Participant.
2.32. “ Participating
Company ” means:
(a) The Company;
(b) Comcast Holdings
Corporation;
(c) Comcast Cable Communications,
LLC, and its subsidiaries;
(d) Comcast International Holdings,
Inc.;
(e) Comcast Online Communications,
Inc.;
(f) Comcast Business Communications,
Inc.;
(g) Comcast Cable Communications
Holdings, Inc. and its subsidiaries;
(h) Comcast Shared Services
Corporation (“CSSC”), to the extent individual
employees of CSSC or groups of CSSC employees, categorized by their
secondment, are designated as eligible to participate by the
Committee or its delegate; and
(i) Any other entities that are
subsidiaries of the Company as designated by the Committee in its
sole discretion.
2.33. “ Performance-Based
Compensation ” means “performance-based
compensation” within the meaning of the AJCA.
2.34. “ Performance
Period ” means a period of at least 12 months during
which a Participant may earn Performance-Based
Compensation.
2.35. “ Person ”
means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization.
2.36. “ Plan ”
means the Comcast Corporation 2005 Deferred Compensation Plan, as
set forth herein, and as amended from time to time.
2.37. “ Prime Rate
” means, for any calendar year, the interest rate that, when
compounded daily pursuant to rules established by the Administrator
from time to time, is mathematically equivalent to the prime rate
of interest (compounded annually) as published in
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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.
2.38. “ Prior Plan
” means the Comcast Corporation 2002 Deferred Compensation
Plan, as in effect as of December 31, 2003.
2.39. “ Retired
Participant ” means a Participant who has terminated
service pursuant to a Normal Retirement.
2.40. “
Severan
