FORM OF COMCAST CORPORATION NON-QUALIFIED OPTION

Exhibit 10.40

FORM OF COMCAST CORPORATION

NON-QUALIFIED OPTION

This is a Non-Qualified Stock Option Award dated «Grant_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) “ Board ” means the board of directors of the Sponsor.

(c) “ Cause ” means (i) fraud; (ii) misappropriation; (iii) embezzlement; (iv) gross negligence in the performance of duties; (v) self-dealing; (vi) misrepresentation; (vii) dishonesty; (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.

(d) “ 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.

(e) “ Closing ” means the closing of the acquisition and sale of the Shares as described in, and subject to the provisions of, Paragraph 9 hereof.

(f) “ Closing Date ” means the date of the Closing.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended.

(h) “ Committee ” means those members of the Board who have been designated pursuant to the Plan to act in that capacity.

(i) “ Common Stock ” means the Sponsor’s Class A Common Stock, par value, $.01 per share.

(j) “ Company ” means the Sponsor and each of its Subsidiaries.

(k) “ 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.

(l) “ Date of Grant ” means the date hereof, the date on which the Sponsor awarded the Option.

(m) “ Disability ” means a disability within the meaning of section 22(e)(3) of the Code.

(n) “ 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, Retirement, Discharge Without Cause (as defined in the Optionee’s employment agreement with the Company), With Good Reason (as defined in the Optionee’s Employment Agreement) or Cause, the date 90 days following such Termination of Employment;

(2) If the Optionee’s Termination of Employment with the Company occurs after qualifying for Retirement, the date 39 months after the date of the Optionee’s Termination of Employment, subject to cancellation by the Committee pursuant to Paragraph 3(b);

(3) If the Optionee’s Termination of Employment with the Company is due to Discharge Without Cause (as defined in the Optionee’s employment agreement) or With Good Reason (as defined in the Optionee’s employment agreement), the date that is 90 days following the first anniversary of the Termination of Employment;

(4) If the Optionee’s Termination of Employment with the Company is for Cause, the date of such Termination of Employment; or

(5) The day before the tenth anniversary of the Date of Grant.

(o) “ Fair Market Value ” means the Fair Market Value of a Share, as determined pursuant to the Plan.

(p) “ Option ” means the option hereby granted.

(q) “ Option Price ” means «Strike_Price» per Share, as calculated pursuant to the Plan.

(r) “ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.

(s) “ Plan ” means the Comcast Corporation 2003 Stock Option Plan, incorporated herein by reference.

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(t) “ Retirement ” An Optionee will be qualified for Retirement after reaching age 62 and completing 10 or more years of service with the Company.

(u) “ Shares ” mean the «Total_Options» shares of Common Stock, which are the subject of the Option hereby granted.

(v) “ Sponsor ” means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.

(w) “ 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.

(x) “ 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.

(y) “ Terminating Event ” means any of the following events:

(1) the liquidation of the Sponsor; or

(2) a Change of Control.

(z) “ 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, severance or other pay or (ii) the Optionee continues to participate in one or more health and welfare plans maintained by the Company on the same basis as active employees. Whether the Optionee ceases to have a regular obligation to perform services for the Company shall be determined by the Committee in its sole discretion. Notwithstanding the foregoing, if the Optionee is a party to an employment agreement or severance agreement with the Company which establishes the effective date of the Optionee’s termination of employment for purposes of this Award, that date shall apply.

(aa) “ 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.

(bb) “ 1933 Act ” means the Securities Act of 1933, as amended.

(cc) “ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

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2. Grant of Option . Subject to the terms and conditions set forth herein and in the Plan, the Sponsor hereby grants to the Optionee the Option to purchase any or all of the Shares.

3. Time of Exercise of Options .

(a) Except as provided in Paragraphs 3(b) or 4, the Option may be exercised after such time or times as set forth below, and shall remain exercisable until the Expiration Date, when the right to exercise shall terminate absolutely: