Exhibit 10.1
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT is entered
into as of the 1 st day of May, 2009 between COMCAST CORPORATION, a
Pennsylvania corporation (the “Company”) and JULIAN A.
BRODSKY (“Employee”).
BACKGROUND
WHEREAS, the Company recognizes that
Employee’s contribution to the growth and success of the
Company has been substantial; and
WHEREAS, Employee is currently
employed by the Company as a non-executive, having previously
served for many years as a senior executive; and
WHEREAS, Employee and the Company
are parties to an Employment Agreement dated as of May 1, 2002 (the
“2002 Base Agreement”), as amended by an Amendment to
Employment Agreement dated as of November 18, 2002 (the “2002
Amendment”) (the 2002 Base Agreement and the 2002 Amendment
referred to together as the “2002 Agreement”);
and
WHEREAS, the term of the 2002
Agreement expires April 30, 2009 and the Company desires to
continue Employee’s employment in a non-executive capacity as
a senior advisor to management; and
WHEREAS, Employee is willing to
commit himself to serve the Company on the terms herein
provided.
NOW, THEREFORE, in consideration of
the foregoing and of the respective covenants and agreements of the
parties herein contained, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Term . The Company shall
continue to retain Employee and Employee shall continue to serve
the Company as a non-executive employee, on the terms and
conditions set forth herein, for a term (the “Service
Period”) commencing on May 1, 2009 and ending on the earlier
of: (i) April 30, 2014; or (ii) the date Employee’s
employment terminates for any reason.
2. Duties; Office Space
.
2.1 During the Service Period,
Employee shall continue to devote such time as a non-executive
employee (which the Company acknowledges is not intended to be
full-time) as is required for the performance of those duties which
are reasonably requested by the Company and which are commensurate
with Employee’s professional and executive experience.
Nothing contained herein shall preclude Employee from engaging in
personal or business activities which are consistent with
Employee’s obligations to the Company hereunder, including
the restrictions contained in Section 7, including being an
employee of another entity during the Service Period. Without
limiting the foregoing, the Company recognizes that Employee: (i)
may become a manager of an investment partnership; and (ii) serves
and may serve as a director or trustee on the boards of other
corporations and organizations; and that, subject to the
restrictions of Section 7.3, Employee may continue to devote
considerable time to such activities.
2.2 During the Service Period, an
office and secretarial support will continue to be provided to
Employee in the Company’s corporate headquarters in a manner
similar to that now being provided.
3. Compensation .
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3.1 Base Salary . The Company
shall pay base salary to Employee during the Service Period at the
rate of One Dollar ($1.00) per annum.
3.2 Cash Bonuses . Employee
will not be entitled to receive any cash bonuses during the Service
Period.
3.3 Restricted Stock Grant .
No later than the date of the regular meeting of the Board of
Directors to be held in December 2009, Employee shall receive a
grant of restricted stock units under the Company’s
Restricted Stock Plan with respect to shares of the Company’s
Class A Common Stock having a value of $125,000, such units to vest
in full upon grant.
3.4 Deferred Compensation
Plan . The Company shall credit to Employee’s account
under, and pursuant to the terms and conditions of, the
Company’s 2005 Deferred Compensation Plan the amount of
$100,000 on May 1, 2009.
3.5 Expenses . During the
Service Period, Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by him (in
accordance with Company policy) in performing services hereunder,
including attending conferences and conventions (limited to
domestic locations), provided that Employee properly accounts
therefor in accordance with Company policy.
3.6 Benefits .
3.6.1 Except as otherwise
specifically provided herein, during the Service Period Employee
shall continue to be eligible to participate in all employee
benefit plans and arrangements generally available to all employees
(to the extent and on the terms on which they are then in effect),
including directors liability insurance coverage and director and
employee indemnification rights. Employee may change
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health and welfare benefits coverage types and
options on the same basis as other employees. Following the Service
Period, Employee shall be eligible to participate in the
Company’s post-retirement health and welfare benefits stipend
plan based upon service years with the Company including the years
during the Service Period. Except as required by law, the Company
shall not make any changes in any employee benefit plans or
arrangements which would adversely affect Employee’s vested
rights or vested benefits thereunder. Employee acknowledges that
the Company’s liability to Employee with respect to this
Section 3.6 is limited to providing the specified benefits, and
shall not extend to cover any unspecified tax or other cost, if
any, to Employee of receiving the same.
3.6.2 Employee may at any time
during the Service Period, in lieu of receiving the health and
welfare benefits provided for under Section 3.6.1, elect that the
following provisions will apply: (i) Employee and his wife will
utilize at their expense Medicare Part A and Part B as each of
their primary individual insurance coverage; (ii) the Company will
make available to Employee and his wife a supplemental medical
plan, Blue Cross Security – 65 Plan H (or its equivalent), as
each of their secondary medical insurance coverage; and (iii) the
Company will reimburse Employee and his wife (on a pre-tax basis
only) for their out-of-pocket costs for amounts not paid for or
reimbursed by Medicare or Blue Cross to the extent such costs would
not have been incurred had coverage instead been provided under
Section 3.6.1. Employee acknowledges that the value of benefits
received from the Company in the event of this election will be
includable in the taxable income of Employee or his wife, as
applicable.
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3.6.3 Following the Service Period,
Employee and his wife shall be entitled to the provisions of
Section 3.6.2 for the remainder of their lives.
3.7 Perquisites . During the
Service Period, Employee shall be entitled to receive perquisites
(“Perquisites”) on the same basis as they are currently
provided, including but not limited to: free cable and high speed
Internet service (provided Employee continues to live in a Company
system); a free parking space at the Wachovia Center (provided it
continues to be owned by the Company); and free cellular phone
service.
3.8 Trust . In the 2002
Amendment, the parties acknowledged that the Company’s
acquisition of AT&T Broadband resulted in a Change of Control
(as defined in the 2002 Base Agreement). Pursuant to Section 3.9 of
the 2002 Base Agreement, the Company was required, prior to the
occurrence of a Change of Control, to establish a Trust (as defined
in the 2002 Base Agreement), and was further required, upon and
after the occurrence of a Change of Control, to contribute certain
assets to the Trust. In the 2002 Amendment, Employee waived the
requirements that the Company so form and contribute assets to the
Trust; provided that Employee may at any time, by notice to the
Company, require the Company to form and contribute assets to the
Trust and, if Employee gives such notice, the Company, as promptly
as practicable (and in any event within 30 days) thereafter, shall
(i) form the Trust in accordance with Section 3.9 of the 2002 Base
Agreement, (ii) contribute to the Trust the funds and other assets
which the Company would be required to contribute pursuant to the
2002 Base Agreement if a Change of Control occurred on the date of
such notice, and (iii) thereafter contribute such additional assets
as may be required by the 2002 Base Agreement as if the waiver
made
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in the 2002 Amendment had not been made. The
parties hereto agree and confirm that Employee’s rights to
give such notice, and the Company’s obligations in the event
such a notice is given, continues during the Service
Period.
3.9 Airplane Use . Subject to
priority for business use, Employee will continue to be permitted
limited personal use of Company aircraft during the Service Period
for domestic travel, up to a maximum of 20 hours per twelve (12)
month period, on the economic terms that currently apply to
Employee.
3.10 Stock Options . Employee
will not be entitled to receive any stock option grants during the
Service Period. Vesting of Employee’s outstanding stock
options will continue during the Service Period. Upon termination
of employment for death or Disability (as such term is defined in
Section 4.2), vesting of all stock options will accelerate in full
and all stock options will remain exercisable for their remaining
respective terms. Otherwise, stock options will vest, and remain
exercisable with respect to vested shares, as set forth in the
existing option plans and grant documentation.
3.11 Life Insurance . The
Employee’s split-dollar life insurance arrangements will
remain in effect pursuant to their present terms (including with
respect to the payment of premiums, premiums bonuses and tax-gross
ups (if any)).
4. Termination .
Employee’s services hereunder may be terminated under the
following circumstances:
4.1 Death . Employee’s
services hereunder shall terminate automatically upon his
death.
4.2 Disability . In the event
Employee becomes unable to perform Employee’s duties
hereunder due to partial or total disability or incapacity
resulting from
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a mental or physical illness, injury or
health-related cause (“Disability”) for a period of
nine (9) consecutive months or for a cumulative period of forty
five (45) weeks, the Company may terminate Employee’s
services.
4.3 Cause . The Company may
terminate Employee’s services hereunder for Cause. For
purposes of this Agreement, the Company shall have
“Cause” to terminate Employee’s services
hereunder at any time upon: (i) either the willful and continued
failure by Employee to substantially perform his duties hereunder
or the willful failure of Employee to comply with the material
provisions of the Company’s Code of Ethics and Business
Conduct (other than a failure resulting from Employee’s
incapacity due to physical or mental illness) for a period of sixty
(60) days after written demand for substantial performance or
compliance is delivered by the Company specifically identifying the
manner in which the Company believes Employee has not substantially
performed his duties or has not complied; (ii) the commission by
Employee of an act of fraud or embezzlement against the Company; or
(iii) the willful breach by Employee of any material provision of
this Agreement. For purposes of this Section 4.3, no act, or
failure to act, on Employee’s part shall be considered
“willful” if resulting from Employee’s incapacity
due to physical or mental illness or unless done, or omitted to be
done, by him not in good faith and without reasonable belief that
his action or omission was in the best interests of the
Company.
4.4 Retirement . Employee may
retire from employment hereunder by giving at least thirty (30)
days of advance written notice thereof to the Company.
4.5 Without Cause . The
Company may terminate Employee’s employment without Cause
hereunder by giving at least thirty (30) days of advance
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written notice thereof to Employee.
4.6 Notice of Termination .
Any termination of Employee’s employment by the Company
(other than termination upon his death) shall be communicated by
written Notice of Termination to Employee. For purposes of this
Agreement, a “Notice of Termination” shall mean a
notice which indicates the specific termination provision in this
Agreement relied upon and sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of
Employee’s employment under the provision so
indicated.
4.7 Date
