Exhibit 10.11
COMCAST
CORPORATION
2002 EXECUTIVE CASH BONUS
PLAN
(Amended and Restated, Effective
December 14, 2005)
1. BACKGROUND AND
PURPOSE
Comcast Corporation, a Pennsylvania
corporation (the “Company”), hereby amends and restates
the Comcast Corporation 2002 Executive Cash Bonus Plan (the
“Plan”), effective December 14, 2005. The purpose
of the Plan is to provide a performance-based cash bonus
compensation for certain employees of 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
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.” For
calendar years beginning after 2002, “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 determined by
the Committee.
“Committee” shall mean
the means the Compensation Committee of the Board or such other
committee of the Board assigned by the Board to administer the
Plan.
“Company” shall mean
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.
“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% 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
Comcast Corporation 2002 Executive Cash Bonus Plan.
“Plan Year” shall mean
the calendar year.
“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 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
Effective for Plan Years beginning
after 2002, the Participants in the Plan shall include such key
executives as may be designated by the Committee to participate in
the Plan from time to time.
4. TERM OF
PLAN
The original effective date of the
Plan was July 1, 1996. The Plan 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, 2006
are paid by the Company, unless the Plan is sooner terminated by
the Board of Directors.
5. BONUS
ENTITLEMENT
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
to each Participant as soon as practicable following the close of
the Plan Year with respect to which the bonus is to be paid, but
not later than 2-1/2 months following the close of such Plan Year.
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.
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6. AMOUNT OF PERFORMANCE-BASED
COMPENSATION BONUS
For Plan Years beginning on and
after January 1, 2003:
(a) Each Participant in the Plan
shall be entitled to a bonus with respect to a Plan Year which is
equal to 66% 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%
as is determined by prorating the difference between 100% and 66%
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
