COMCAST CORPORATION
NON-QUALIFIED OPTION
This is a Non-Qualified Stock Option Award dated [Date] ("Award")
from
Comcast Corporation (the "Sponsor") to
[Name] (the "Optionee").
1.
Definitions. As used herein:
(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
Comcast Cable Communications Holdings, Inc.
(formerly known as AT&T Broadband
Corp.) by the Company.
(c) "Board" means the board of directors of the Sponsor.
(d) "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.
(e) "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.
(f) "Closing" means the closing of the acquisition and sale of
the Shares as described in, and subject to
the provisions of, Paragraph 9
hereof.
(g) "Closing Date" means the date of the Closing.
<PAGE>
(h) "Code" means the Internal Revenue Code of 1986, as
amended.
(i) "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 Restricted Stock Plan and the
Comcast Corporation 1987 Stock Option Plan
and the AT&T Broadband Corp.
Adjustment Plan..
(j) "Committee" means those members of the Board who have been
designated pursuant to the Plan to act in
that capacity..
(k) "Common Stock" means the Sponsor's Class A Common Stock,
par value, $.01 per share. For purposes of
Paragraph 1(t) and Paragraph 5, the
term "Common Stock" also means the
Sponsor's Class A Special Common Stock, par
value, $.01 per share.
(l) "Company" means the Sponsor and each of its Subsidiaries.
(m) "Date of Exercise" means the date on which the notice
required by Paragraph 6 hereof is
hand-delivered, placed in the United States
mail postage prepaid, or delivered to a
telegraph or telex facility.
(n) "Date of Grant" means the date hereof, the date on which
the Sponsor awarded the Option.
(o) "Disability" means a disability within the meaning of
section 22(e)(3) of the Code.
(p) Expiration Date" means the earliest of the following:
(1)
If the Optionee's Termination of Employment with the
Company is due to any reason other than
death, Disability or Cause, the date
three months following such Termination of
Employment;
(2) If the Optionee's Termination of Employment with the
Company is for Cause, the date of such
Termination of Employment; or
(3) The day before the tenth anniversary of the Date of
Grant
(q) "Fair Market Value" means the Fair Market Value of a
Share, as determined pursuant to the
Plan.
(r) "Option" means the option hereby granted.
(s) "Option Price" means [$xx.xx] per Share, as calculated
pursuant to the Plan.
(t) "Other Available Shares" means, as of any date, the sum
of:
-2-
<PAGE>
(1) 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
(2) the excess, if any of:
(a) the total number of Shares owned by an Optionee other
than the Shares described in Paragraph
1(t)(1); over
(b) the sum of:
(i) the number of such Shares owned by such Optionee for
less than six months; plus
(ii) 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)
of the Plan or any similar withholding
certification under any other Comcast Plan;
plus
(iii) 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
(iv) 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 Company 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 1(t), 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. 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 as a
result of the AT&T Broadband
Transaction.
(u) "Person"
means an individual, a corporation, a
partnership, an association, a trust or any
other entity or organization.
(v) "Plan" means the Comcast Corporation 2002 Stock Option
Plan, incorporated herein by reference.
(w) "Shares" means the [# of shares] shares of Common Stock,
which are the subject of the Option hereby
granted.
-3-
<PAGE>
(x) "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.
(y) "Subsidiary" means any business entity that, at the time
in question, is a subsidiary of the Sponsor
within the meaning of section 424(f)
of the Code.
(z) "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 the
Sponsor or a Subsidiary.
(aa) "Terminating Event" means any of the following events:
(1) the liquidation of the Sponsor; or
(2) a Change of Control.
(bb) "Termination of Employment" means the Optionee's
termination of employment. For purposes of
the Plan and this Award, the
Optionee's Termination of Employment occurs
on the date the Optionee ceases to
have a regular obligation to perform
services for the Company, without regard to
whether (i) the Optionee continues on the
Company's payroll for regular,
severa
