Exhibit 10.10
COMCAST CORPORATION
2002 EXECUTIVE CASH BONUS PLAN
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 January 30, 2004. 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.
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"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 2003, 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. Notwithstanding anything
contained herein to the contrary, no
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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
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
