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Exhibit
10.3
COMCAST
CORPORATION
2003 STOCK OPTION
PLAN
(AS AMENDED AND RESTATED
EFFECTIVE DECEMBER 12, 2007)
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1. |
Background and Purpose of Plan |
(a) Background .
COMCAST CORPORATION, a Pennsylvania corporation hereby amends and
restates the Comcast Corporation 2003 Stock Option Plan, (the
“Plan”), effective December 12, 2007.
(b) Purpose . The
purpose of the Plan is to assist the Sponsor and its Affiliates in
retaining valued employees, officers and directors by offering them
a greater stake in the Sponsor’s success and a closer
identity with it, and to aid in attracting individuals whose
services would be helpful to the Sponsor and would contribute to
its success.
(a) “ 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.
(b) “ AT&T
Broadband Transaction ” means the acquisition of AT&T
Broadband Corp. (now known as Comcast Cable Communications
Holdings, Inc.) by the Sponsor.
(c) “ Board
” means the board of directors of the Sponsor.
(d) “ Cash Right
” means any right to receive cash in lieu of Shares granted
under the Plan and described in Paragraph 3(a)(iii).
(e) “ Cause
” means (i) fraud; (ii) misappropriation;
(iii) embezzlement; (iv) gross negligence in the
performance of duties; (v) self-dealing; (vi) dishonesty;
(vii) misrepresentation; (viii) conviction of a crime of
a felony; (ix) material violation of any Company policy;
(x) material violation of the Company’s Code of Ethics
and Business Conduct or, (xi) in the case of an employee of a
Company who is a party to an employment agreement with a Company,
material breach of such agreement; provided that as to items
(ix), (x) and (xi), if capable of being cured, such event or
condition remains uncured following 30 days written notice
thereof.
(f) “ 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 Sponsor such that such Person
has the ability to direct the management of the Sponsor, 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.
(g) “ Code
” means the Internal Revenue Code of 1986, as
amended.
(h) “ Comcast
Plan ” means any restricted stock, stock bonus, stock
option or other compensation plan, program or arrangement
established or maintained by the Sponsor or an Affiliate of the
Sponsor, including, but not limited to this Plan, the Comcast
Corporation 2002 Stock Option Plan, the Comcast Corporation 2002
Restricted Stock Plan, the Comcast Corporation 1987 Stock Option
Plan and the AT&T Broadband Corp. Adjustment Plan.
(i) “ Committee
” means the committee described in Paragraph 5, provided
that for purposes of Paragraph 7:
(i) all references to the
Committee shall be treated as references to the Board with respect
to any Option granted to or held by a Non-Employee Director;
and
(ii) all references to the
Committee shall be treated as references to the Committee’s
delegate with respect to any Option granted within the scope of the
delegate’s authority pursuant to Paragraph 5(b).
(j) “ Common
Stock ” means the Sponsor’s Class A Common
Stock, par value, $.01.
(k) “ Company
” means the Sponsor and the Subsidiary Companies.
(l) “ Date of
Grant ” means the date as of which an Option is
granted.
(m) “ Disability
” means a disability within the meaning of section 22(e)(3)
of the Code.
(n) “ Fair Market
Value .” If Shares 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 exchange on which Shares are
listed on the date of determination, or if such date is not a
trading day, the next trading date. If Shares 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. If Shares are not so listed nor trades of Shares so
reported, Fair Market Value shall be determined by the Board or the
Committee in good faith.
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(o) “ Family
Member ” has the meaning given to such term in General
Instructions A.1(a)(5) to Form S-8 under the Securities Act of
1933, as amended, and any successor thereto.
(p) “ Incentive
Stock Option ” means an Option granted under the Plan,
designated by the Committee at the time of such grant as an
Incentive Stock Option within the meaning of section 422 of
the Code and containing the terms specified herein for Incentive
Stock Options; provided, however , that to the extent an
Option granted under the Plan and designated by the Committee at
the time of grant as an Incentive Stock Option fails to satisfy the
requirements for an incentive stock option under section 422
of the Code for any reason, such Option shall be treated as a
Non-Qualified Option.
(q) “ Non-Employee
Director ” means an individual who is a member of the
Board, and who is not an employee of a Company, including an
individual who is a member of the Board and who previously was, but
at the time of reference is not, an employee of a
Company.
(r) “ Non-Qualified
Option ” means:
(i) an Option granted under
the Plan, designated by the Committee at the time of such grant as
a Non-Qualified Option and containing the terms specified herein
for Non-Qualified Options; and
(ii) an Option granted under
the Plan and designated by the Committee at the time of grant as an
Incentive Stock Option, to the extent such Option fails to satisfy
the requirements for an incentive stock option under
section 422 of the Code for any reason.
(s) “ Officer
” means an officer of the Sponsor (as defined in section 16
of the 1934 Act).
(t) “ Option
” means any stock option granted under the Plan and described
in Paragraph 3(a)(i) or Paragraph 3(a)(ii).
(u) “ Optionee
” means a person to whom an Option has been granted under the
Plan, which Option has not been exercised in full and has not
expired or terminated.
(v) “ Other
Available Shares ” means, as of any date, the sum
of:
(i) the total number of
Shares owned by an Optionee that were not acquired by such Optionee
pursuant to a Comcast Plan or otherwise in connection with the
performance of services to the Sponsor or an Affiliate;
plus
(ii) the excess, if any
of:
(A) the total number of
Shares owned by an Optionee other than the Shares described in
Paragraph 2(v)(i); over
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(B) the sum of:
(1) the number of such Shares
owned by such Optionee for less than six months; plus
(2) the number of such Shares
owned by such Optionee that has, within the preceding six months,
been the subject of a withholding certification pursuant to
Paragraph 15(b) or any similar withholding certification under any
other Comcast Plan; plus
(3) the number of such Shares
owned by such Optionee that has, within the preceding six months,
been received in exchange for Shares surrendered as payment, in
full or in part, or as to which ownership was attested to as
payment, in full or in part, of the exercise price for an option to
purchase any securities of the Sponsor or an Affiliate of the
Sponsor, under any Comcast Plan, but only to the extent of the
number of Shares surrendered or attested to; plus
(4) the number of such Shares
owned by such Optionee as to which evidence of ownership has,
within the preceding six months, been provided to the Sponsor in
connection with the crediting of “Deferred Stock Units”
to such Optionee’s Account under the Comcast Corporation 2002
Deferred Stock Option Plan (as in effect from time to
time).
For purposes of this Paragraph 2(v), a
Share that is subject to a deferral election pursuant to another
Comcast Plan shall not be treated as owned by an Optionee until all
conditions to the delivery of such Share have lapsed. The number of
Other Available Shares shall be determined separately for Common
Stock and for Special Common Stock. For purposes of determining the
number of Other Available Shares, the term “Shares”
shall also include the securities held by a Participant immediately
before the consummation of the AT&T Broadband Transaction that
became Common Stock or Special Common Stock as a result of the
AT&T Broadband Transaction.
(w) “ Outside
Director ” means a member of the Board who is an
“outside director” within the meaning of section
162(m)(4)(C) of the Code and applicable Treasury Regulations issued
thereunder.
(x) “ Person
” means an individual, a corporation, a partnership, an
association, a trust or any other entity or
organization.
(y) “ Plan
” means the Comcast Corporation 2002 Stock Option
Plan.
(z) “ Share
” or “ Shares .”
(i) Except as provided in
this Paragraph 2(z), a share or shares Common Stock;
(ii) For purposes of
Paragraphs 2(v), 7(d) and Paragraph 15, the term
“Share” or “Shares” also means a share or
shares of Special Common Stock.
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(iii) The term
“Share” or “Shares” also means such other
securities issued by the Sponsor as may be the subject of an
adjustment under Paragraph 10, or for purposes of Paragraph
2(v) and Paragraph 15, as may have been the subject of a similar
adjustment under similar provisions of a Comcast Plan as now in
effect or as may have been in effect before the AT&T Broadband
Transaction.
(aa) “ Special
Common Stock ” means the Sponsor’s Class A
Special Common Stock, par value $0.01.
(bb) “ Sponsor
” 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.
(cc) “ Subsidiary
Companies ” means all business entities that, at the time
in question, are subsidiaries of the Sponsor within the meaning of
section 424(f) of the Code.
(dd) “ Ten Percent
Shareholder ” means a person who on the Date of Grant
owns, either directly or within the meaning of the attribution
rules contained in section 424(d) of the Code, stock possessing
more than 10% of the total combined voting power of all classes of
stock of his employer corporation or of its parent or subsidiary
corporations, as defined respectively in sections 424(e) and
(f) of the Code, provided that the employer corporation is a
Company.
(ee) “ Terminating
Event ” means any of the following events:
(i) the liquidation of the
Sponsor; or
(ii) a Change of
Control.
(ff) “ Third
Party ” means any Person other than a Company, together
with such Person’s Affiliates, provided that the term
“Third Party” shall not include the Sponsor or an
Affiliate of the Sponsor.
(gg) “ 1933 Act
” means the Securities Act of 1933, as amended.
(hh) “ 1934 Act
” means the Securities Exchange Act of 1934, as
amended.
(a) Types of Options and
Other Rights Available for Grant. Rights that may be granted under
the Plan are:
(i) Incentive Stock Options,
which give an Optionee who is an employee of a Company the right
for a specified time period to purchase a specified number of
Shares for a price not less than the Fair Market Value on the Date
of Grant.
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(ii) Non-Qualified Options,
which give the Optionee the right for a specified time period to
purchase a specified number of Shares for a price determined by the
Committee; and
(iii) Cash Rights, which give
an Optionee the right for a specified time period, and subject to
such conditions, if any, as shall be determined by the Committee
and stated in the option document, to receive a cash payment of
such amount per Share as shall be determined by the Committee and
stated in the option document, in lieu of exercising a
Non-Qualified Option.
(b) Limit on Grant of
Options . The maximum number of Shares for which Options may be
granted to any single individual in any calendar year, adjusted as
provided in Paragraph 10, shall be 10,000,000 Shares.
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4. |
Shares Subject to Plan |
Subject to adjustment as
provided in Paragraph 10, not more than 105 million
Shares in the aggregate (including Shares granted pursuant to the
Plan as in effect immediately before the closing of the AT&T
Broadband Transaction, and as adjusted to reflect the three-for-two
stock split in the form of a 50% stock dividend payable on
February 21, 2007 to shareholders of record on
February 14, 2007) may be issued pursuant to the Plan upon
exercise of Options. Shares delivered pursuant to the exercise of
an Option may, at the Sponsor’s option, be either treasury
Shares or Shares originally issued for such purpose. If (a) an
Option covering Shares terminates or expires without having been
exercised in full, (b) the Sponsor withholds Shares to satisfy
its minimum tax withholding requirements as provided in Paragraph
15(b) and Paragraph 15(c) or (c) effective February 28,
2007, an Option covering Shares is exercised pursuant to the
cashless exercise provisions of Paragraph 7(d)(iv), other Options
may be granted covering the Shares as to which the Option
terminated or expired, covering the Shares so withheld to satisfy
the Sponsor’s minimum tax withholding requirements or
covering the Shares that were subject to such Option but not
delivered because of the application of such cashless exercise
provisions, as applicable.
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5. |
Administration of Plan |
(a) Committee . The
Plan shall be administered by the Compensation Committee of the
Board or any other committee or subcommittee designated by the
Board, provided that the committee administering the Plan is
composed of two or more non-employee members of the Board, each of
whom is an Outside Director.
(b) Delegation of
Authority .
(i) Named Executive
Officers and Section 16(b) Officers . All authority with
respect to the grant, amendment, interpretation and administration
of Options with respect to any employee or officer of a Company who
is either (x) a Named Executive Officer ( i.e. , an
officer who is required to be listed in the Company’s Proxy
Statement Compensation Table) or (y) is subject to the
short-swing profit recapture rules of section 16(b) of the 1934
Act, is reserved to the Committee.
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(ii) Senior Officers and
Highly Compensated Employees . The Committee may delegate to a
committee consisting of the Chairman of the Committee and one or
more officers of the Company designated by the Committee,
discretion under the Plan to grant, amend, interpret and administer
Options with respect to any employee or officer of a Company who
(x) holds a position with Comcast Corporation of Senior Vice
President or a position of higher rank than Senior Vice President
or (y) has a base salary of $500,000 or more, provided that an
Option granted pursuant to this delegated authority may not have an
exercise price per Share that is less than the Fair Market Value on
the Date of Grant.
(iii) Other Employees
. The Committee may delegate to an officer of the Company, or a
committee of two or more officers of the Company, discretion under
the Plan to grant, amend, interpret and administer Options with
respect to any employee or officer of a Company other than an
employee or officer described in Paragraph 5(b)(i) or Paragraph
5(b)(ii), provided that an Option granted pursuant to this
delegated authority may not have an exercise price per Share that
is less than the Fair Market Value on the Date of Grant.
(iv) Termination of
Delegation of Authority . Delegation of authority as provided
under this Paragraph 5(b) shall continue in effect until the
earliest of:
(x) such time as the
Committee shall, in its discretion, revoke such delegation of
authority;
(y) in the case of delegation
under Paragraph 5(b)(ii), the delegate shall cease to serve as
Chairman of the Committee or serve as an employee of the Company
for any reason, as the case may be and in the case of delegation
under Paragraph 5(b)(iii), the delegate shall cease to serve as an
employee of the Company for any reason; or
(z) the delegate shall notify
the Committee that he declines to continue to exercise such
authority.
(c) Meetings . The
Committee shall hold meetings at such times and places as it may
determine. Acts approved at a meeting by a majority of the members
of the Committee or acts approved by the unanimous consent of the
members of the Committee shall be the valid acts of the
Committee.
(d) Exculpation . No
member of the Committee shall be personally liable for monetary
damages for any action taken or any failure to take any action in
connection with the administration of the Plan or the granting of
Options thereunder unless (i) the member of the Committee has
breached or failed to perform the duties of his office, and
(ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness; provided,
however , that the provisions of this Paragraph 5(d) shall not
apply to the responsibility or liability of a member of the
Committee pursuant to any criminal statute.
(e) Indemnification .
Service on the Committee shall constitute service as a member of
the Board. Each member of the Committee shall be entitled without
further act on his part to indemnity from the Sponsor to the
fullest extent provided by applicable law and the Sponsor’s
By-laws in connection with or arising out of any actions, suit or
proceeding with
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respect to the administration
of the Plan or the granting of Options thereunder in which he may
be involved by reasons of his being or having been a member of the
Committee, whether or not he continues to be such member of the
Committee at the time of the action, suit or proceeding.
(a) Eligible individuals to
whom Options may be granted shall be employees, officers or
directors of a Company who are selected by the Committee for the
grant of Options. Eligible individuals to whom Cash Rights may be
granted shall be individuals who are employees of a Company on the
Date of Grant other than Officers. The terms and conditions of
Options granted to individuals other than Non-Employee Directors
shall be determined by the Committee, subject to Paragraph 7. The
terms and conditions of Cash Rights shall be determined by the
Committee, subject to Paragraph 7. The terms and conditions of
Options granted to Non-Employee Directors shall be determined
b
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