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 which, 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.
(h) "Code" means the Internal Revenue Code of 1986, as
amended.
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(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,
including but not limited to this
Plan, the Comcast Corporation 2002
Restricted Stock Plan, 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, $.01 per share.
(l) "Company" means the Sponsor and each of its Subsidiaries.
(m) "Date of Exercise" means the date on which the notice
required by Paragraph 6 hereof is
hand-delivered, placed in the United States
mail postage prepaid, or delivered to a
telegraph or telex facility.
(n) "Date of Grant" means the date hereof, the date on which
the Sponsor awarded the Option.
(o) "Disability" means a disability within the meaning of
section 22(e)(3) of the Code.
(p) "Expiration Date" means the earliest of the following:
(i) If the Optionee
shall terminate service to the Sponsor
for any reason other than death, Disability, attainment
of mandatory retirement age under any mandatory
retirement policy established by the Board as in effect
from time to time ("Mandatory Retirement") or Cause,
the 90th day following such termination of service;
(ii) If the Optionee shall terminate service to the Sponsor
for Cause, the date of such termination of service; or
(iii) The day before the tenth anniversary of the Date of
Grant.
(q) "Fair Market Value" means the Fair Market Value of a
Share, as determined pursuant to the
Plan.
(r) "Option" means the option hereby granted.
(s) "Option Price" means [$xx.xx] per Share, as calculated
pursuant to the Plan.
(t) "Other Available Shares" means, as of any date, the sum
of:
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(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:
(1) the total number of Shares owned by an Optionee other than
the Shares described in Paragraph 1(t)(1);
over
(2) the sum of:
(a) the number of such Shares owned by such Optionee for
less than six months; plus
(b) 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
(c) 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
(d) 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.
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(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
