Exhibit 10.3
FORM OF INDEMNIFICATION
AGREEMENT
This Indemnification Agreement (this
“ Agreement ”) is made and entered into as of
the [ ] day of
[ ],
by and between Comcast Corporation, a Pennsylvania corporation (the
“ Company ”), and [Insert Director] (“
Indemnitee ”).
W I T N E S S E T H:
WHEREAS, certain highly competent
persons have become more reluctant to serve as directors of
publicly-held corporations as a result of heightened risks of
claims and actions against them arising out of their service to the
corporation.
WHEREAS, the Company desires to
attract and retain highly competent persons to serve on its Board
of Directors.
WHEREAS, in light of the foregoing
considerations, it is reasonable and prudent for the Company to
obligate itself contractually to indemnify, and to advance expenses
on behalf of, non-employee members of the Company’s Board of
Directors to the fullest extent permitted by applicable law so that
they will serve or continue to serve the Company free from undue
concern that they will not be so protected.
WHEREAS, the Company’s entry
into this Agreement is permitted by, and consistent with, the
provisions of the PaBCL (as defined below) and the Company’s
By-Laws, as amended.
NOW, THEREFORE, in consideration of
the premises and the covenants contained herein, the Company and
Indemnitee do hereby covenant and agree as follows:
ARTICLE 1
C ERTAIN D EFINITIONS
Section 1.01 . Certain
Definitions. As used in this Agreement:
“ Corporate Capacity
” means service as (i) a director of the Company or
(ii) a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee, agent or other representative
of any other domestic or foreign, for-profit or not-for-profit,
corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise at the request or
for the benefit of the Company.
“ ERISA ” means
the Employee Retirement Income Security Act of 1974, as
amended.
“ Exchange Act ”
means the Securities Exchange Act of 1934, as amended.
“ Expenses ”
means all out of pocket fees, costs and expenses (including
attorneys’ fees, retainers, court costs, transcripts, fees of
experts, witness fees, travel expenses, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses) reasonably incurred
in connection with (i) prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a
witness in, or otherwise participating in, a Proceeding or
(ii) establishing or enforcing a right to indemnification or
Expense payment or reimbursement under this Agreement, the
Company’s Articles of Incorporation or By-Laws, applicable
law or otherwise. Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding, including
the costs relating to any bond (or similar instrument) provided or
obtained in connection with any such appeal. For the avoidance of
doubt, Expenses shall not include any Liabilities.
“ Liabilities ”
means any losses or liabilities, including any judgments, fines,
penalties, ERISA excise taxes and amounts paid in settlement,
arising out of or in connection with any Proceeding (including all
interest, assessments and other charges paid or payable in
connection with or in respect of any such judgments, fines,
penalties, ERISA excise taxes or amounts paid in
settlement).
“ PaBCL ” means
the Pennsylvania Business Corporation Law, as amended.
“ Proceeding ”
means any threatened, pending or completed action, suit, claim,
counterclaim, cross claim, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative
hearing or any other threatened, pending or completed proceeding,
whether civil, criminal, administrative or investigative, including
any appeal therefrom, and whether instituted by or on behalf of the
Company or any other party, in which Indemnitee was, is or will be
involved as a party, potential party, non-party witness or
otherwise by reason of Indemnitee’s service in a Corporate
Capacity.
“ Representative
” shall have the meaning set forth in the PaBCL.
(a) For the purposes of this
Agreement:
References to “Company”
shall include all constituent corporations absorbed in a
consolidation, merger or division, as well as the surviving or new
corporations surviving or resulting therefrom, so that any person
who is or was a representative of the constituent, surviving or new
corporation, or is or was
serving at the request of the constituent,
surviving or new corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Agreement with
respect to the surviving or new corporation as he or she would if
he or she had served the surviving or new corporation in the same
capacity.
References to “other
enterprise” shall include employee benefit plans; references
to “fines” shall include any excise tax assessed with
respect to any employee benefit plan; references to “serving
at the request of the Company” shall include any service as a
representative or for the benefit of the Company that imposes
duties on, or involves services by, the representative with respect
to an employee benefit plan, its participants or beneficiaries;
references to “including” shall mean “including,
without limitation,” regardless of whether the words
“without limitation” actually appear; and references to
the words “herein,” “hereof” and
“hereunder” and other words of similar import shall
refer to this Agreement as a whole and not to any particular
paragraph, subparagraph, section, subsection or other
subdivision.
ARTICLE 2
I NDEMNIFICATION
Section 2.01 . General. On
the terms and subject to the conditions of this Agreement, the
Company hereby agrees to and shall indemnify Indemnitee and hold
Indemnitee harmless from and against any and all Expenses and
Liabilities, in either case, reasonably incurred by Indemnitee by
reason of Indemnitee’s service in a Corporate Capacity, to
the fullest extent permitted by applicable law. The Company’s
indemnification obligations set forth in this Section 2.01
shall apply (i) in respect of Indemnitee’s past, present
and future service in a Corporate Capacity and (ii) in respect
of Expenses and Liabilities reasonably incurred by Indemnitee by
reason of Indemnitee’s service in a Corporate Capacity
regardless of whether Indemnitee is serving in a Corporate Capacity
at the time any such Expense or Liability is incurred.
ARTICLE 3
A DVANCEMENT OF E
XPENSES
Section 3.01 . Advances. The
Company shall pay or reimburse any Expenses reasonably incurred by
Indemnitee by reason of Indemnitee’s service in a Corporate
Capacity prior to the final disposition of any Proceeding within
twenty (20) days after the receipt by the Company of each
statement from Indemnitee requesting such payment or reimbursement
from time to time. Each
such statement shall provide reasonable back-up
documentation evidencing the Expenses to be paid or
reimbursed.
Section 3.02 . Indemnitee
Undertaking. The Indemnitee acknowledges and agrees that the
obligation of the Company to pay or reimburse Expenses pursuant to
Section 3.01 prior to the final disposition of a Proceeding
(an “ Expense Advance ”) is subject to the
condition that, if, when and to the extent a final, non-appealable
judgment of a court of competent jurisdiction determines that the
Indemnitee would not be permitted to be indemnified as provided for
in Section 2.01, then the Company shall be entitled to be
reimbursed promptly by the Indemnitee (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid. The
Indemnitee’s obligation to reimburse the Company for any
Expense Advance shall be unsecured and no interest shall be charged
thereon. The parties acknowledge that this Section 3.02
constitutes the undertaking by Indemnitee required by the PaBCL to
repay any Expense Advance.
ARTICLE 4
D ETERMINATION OF E
NTITLEMENT TO I
NDEMNIFICATION ; E XCLUSIONS
Section 4.01 . Notification;
Request for Indemnification. As soon as reasonably practicable
after Indemnitee becomes aware (through written notice or
otherwise) (i) that he or she is (or is to become) a party to
or a participant (as a witness or otherwise) in any Proceeding or
(ii) of any other matter or development in respect of which
Indemnitee may seek indemnification or advancement of Expenses
hereunder, Indemnitee shall provide to the Company written notice
thereof, including a brief description of the material background
information related thereto, including the nature of any Proceeding
and the claims underlying any Proceeding (the “ Underlying
Claims ”). Any failure of Indemnitee to so notify the
Company will not relieve the Company from any liability which it
may have to Indemnitee hereunder or otherwise.
(a) To obtain indemnification under
this Agreement, Indemnitee shall deliver to the Company a written
request for indemnification, including therewith such information
as is reasonably available to Indemnitee and reasonably necessary
to determine Indemnitee’s entitlement to indemnification
hereunder. Such request(s) may be delivered from time to time and
at such time(s) as Indemnitee deems appropriate in his or her sole
discretion. The Indemnitee’s entitlement to indemnification
shall be determined in accordance with this Article 4 and
applicable law.
Section 4.02 . Company
Determinations and Related Matters. The Company shall make a
determination as to whether Indemnitee is entitled to
indemnification in accordance with the provisions of this Agreement
as promptly as is reasonably practicable after the later of a final
disposition of the relevant
Proceeding and the receipt by the Company of a
written request by Indemnitee for indemnification pursuant to
Section 4.01(b) (the later of such dates, the “
Trigger Date ”). If the Company determines that
Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within twenty (20) days of such determination.
If the Company shall not have made a determination as to
Indemnitee’s entitlement to indemnification within sixty
(60) days of the Trigger Date, a determination of entitlement
to indemnification shall be deemed to have been made and Indemnitee
shall be entitled to such indemnification to the fullest extent
permitted by applicable law; provided that such 60-day
period may be extended for a reasonable time, not to exceed an
additional thirty (30) days, if the Company in good faith
requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto. Any
determination by th
