Exhibit 10.1
COMCAST
CORPORATION
2002 RESTRICTED STOCK
PLAN
(As Amended And Restated,
Effective October 7, 2008)
1. BACKGROUND AND
PURPOSE
(a) Amendment and Restatement of
Plan . COMCAST CORPORATION, a Pennsylvania corporation, hereby
amends and restates the Comcast Corporation 2002 Restricted Stock
Plan (the “Plan”), effective October 7, 2008. The
purpose of the Plan is to promote the ability of Comcast
Corporation to recruit and retain employees and enhance the growth
and profitability of Comcast Corporation by providing the incentive
of long-term awards for continued employment and the attainment of
performance objectives.
(b) Purpose of the Amendment;
Credits Affected . The Plan was previously amended and
restated, effective January 1, 2005 in order (i) to
preserve the favorable tax treatment available to amounts deferred
pursuant to the Plan before January 1, 2005 and the earnings
credited in respect of such amounts (each a “Grandfathered
Amount”) in light of the enactment of section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”)
as part of the American Jobs Creation Act of 2004, and the issuance
of various Notices, Announcements, Proposed Regulations and Final
Regulations thereunder (collectively, “Section 409A”),
and (ii) with respect to all other amounts eligible to be
deferred under the Plan, to comply with the requirements of
Section 409A. Except as provided in Paragraph 2(dd) or
Paragraph 8(i)(iii) of the Plan, Grandfathered Amounts will
continue to be subject to the terms and conditions of the Plan as
in effect prior to January 1, 2005. All amounts eligible to be
deferred under the Plan other than Grandfathered Amounts will be
subject to the terms of this amendment and restatement of the Plan
and Section 409A.
(c) Reservation of Right to Amend
to Comply with Section 409A . In addition to the powers
reserved to the Board and the Committee under Paragraph 14 of the
Plan, the Board and the Committee reserve the right to amend the
Plan, either retroactively or prospectively, in whatever respect is
required to achieve and maintain compliance with the requirements
of the Section 409A.
(d) Deferral Provisions of Plan
Unfunded and Limited to Select Group of Management or Highly
Compensated Employees . Deferral Eligible Grantees and
Non-Employee Directors may elect to defer the receipt of Restricted
Stock and Restricted Stock Units as provided in Paragraph 8. The
deferral provisions of Paragraph 8 and the other provisions of the
Plan relating to the deferral of Restricted Stock and Restricted
Stock Units are unfunded and maintained primarily for the purpose
of providing a select group of management or highly compensated
employees the opportunity to defer the receipt of compensation
otherwise payable to such eligible employees in accordance with the
terms of the Plan.
2. DEFINITIONS
(a) “ Acceleration
Election ” means a written election on a form provided by
the Committee, pursuant to which a Deceased Grantee’s
Successor-in-Interest or a Disabled Grantee elects to accelerate
the distribution date of Shares issuable with respect to Restricted
Stock and/or Restricted Stock Units.
(b) “ Account ”
means unfunded bookkeeping accounts established pursuant to
Paragraph 8(h) and maintained by the Committee in the names of the
respective Grantees (i) to which Deferred Stock Units,
dividend equivalents and earnings on dividend equivalents shall be
credited with respect to the portion of the Account allocated to
the Company Stock Fund and (ii) to which an amount equal to
the Fair Market Value of Deferred Stock Units with respect to which
a Diversification Election has been made and interest thereon are
deemed credited, reduced by distributions in accordance with the
Plan.
(c) “ Active Grantee
” means each Grantee who is actively employed by a
Participating Company.
(d) “ 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.
(e) “ Annual Rate of
Pay ” means, as of any date, an employee’s
annualized base pay rate. An employee’s Annual Rate of Pay
shall not include sales commissions or other similar payments or
awards.
(f) “ Applicable Interest
Rate ” means:
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(i)
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Except as otherwise provided in
Paragraph 2(f)(ii), the Applicable Interest Rate means the interest
rate that, when compounded annually pursuant to rules established
by the Committee from time to time, is mathematically equivalent to
8% per annum, compounded annually, or such other interest rate
established by the Committee from time to time. The effective date
of any reduction in the Applicable Interest Rate shall not precede
the later of: (A) the 30 th day following the date of the
Committee’s action to establish a reduced rate; or
(B) the lapse of 24 full calendar months from the date of the
most recent adjustment of the Applicable Interest Rate by the
Committee.
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(ii)
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Effective for the period
extending from a Grantee’s employment termination date to the
date the Grantee’s Account is distributed in full, the
Committee, in its sole and absolute discretion, may
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designate the term “Applicable
Interest Rate” for such Grantee’s Account to mean the
lesser of: (A) the rate in effect under Paragraph 2(f)(i) or
(B) the interest rate that, when compounded annually pursuant
to rules established by the Committee from time to time, is
mathematically equivalent to the Prime Rate plus one percent,
compounded annually as of the last day of the calendar year.
Notwithstanding the foregoing, the Committee may delegate its
authority to determine the Applicable Interest Rate under this
Paragraph 2(f)(ii) to an officer of the Company or committee of two
or more officers of the Company.
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(g) “ AT&T Broadband
Transaction ” means the acquisition of AT&T Broadband
Corp. (now known as Comcast Cable Communications Holdings, Inc.) by
the Company.
(h) “ Award ”
means an award of Restricted Stock or Restricted Stock Units
granted under the Plan.
(i) “ Board ”
means the Board of Directors of the Company.
(j) “ Change of Control
” means:
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(i)
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For all
purposes of the Plan other than Paragraph 8, 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 Company such
that such Person has the ability to direct the management of the
Company, 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.
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(ii)
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For purposes of
Paragraph 8, any transaction or series of transactions that
constitutes a change in the ownership or effective control or a
change in the ownership of a substantial portion of the assets of
the Company, within the meaning of Section 409A.
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(k) “ Code ”
means the Internal Revenue Code of 1986, as amended.
(l) “ Comcast Plan
” means any restricted stock, restricted stock unit, stock
bonus, stock option or other compensation plan, program or
arrangement established or maintained by the Company or an
Affiliate, including but not limited to this Plan, the Comcast
Corporation 2003 Stock Option Plan, the Comcast Corporation 2002
Stock Option Plan, the Comcast Corporation 1996 Stock Option Plan,
Comcast Corporation 1987 Stock Option Plan and the Comcast
Corporation 2002 Deferred Stock Option Plan.
(m) “ Committee ”
means the Compensation Committee of the Board.
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(n) “ Common Stock
” means Class A Common Stock, par value $0.01, of the
Company.
(o) “ Company ”
means Comcast Corporation, a Pennsylvania corporation, including
any successor thereto by merger, consolidation, acquisition of all
or substantially all the assets thereof, or otherwise.
(p) “ Company Stock
Fund ” means a hypothetical investment fund pursuant to
which Deferred Stock Units are credited with respect to a portion
of an Award subject to an Election, and thereafter until
(i) the date of distribution or (ii) the effective date
of a Diversification Election, to the extent a Diversification
Election applies to such Deferred Stock Units, as applicable. The
portion of a Grantee’s Account deemed invested in the Company
Stock Fund shall be treated as if such portion of the Account were
invested in hypothetical shares of Common Stock or Special Common
Stock otherwise deliverable as Shares upon the Vesting Date
associated with Restricted Stock or Restricted Stock Units, and all
dividends and other distributions paid with respect to Common Stock
or Special Common Stock were credited to the Income Fund, held
uninvested in cash and credited with interest at the Applicable
Interest Rate as of the next succeeding December 31 (to the
extent the Account continues to be deemed credited in the form of
Deferred Stock Units through such December 31).
(q) “ Date of Grant
” means the date on which an Award is granted.
(r) “ Deceased Grantee
” means:
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(i)
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A Grantee whose
employment by a Participating Company is terminated by death;
or
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(ii)
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A Grantee who
dies following termination of employment by a Participating
Company.
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(s) “ Deferral Eligible
Employee ” means:
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(i)
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An Eligible
Employee whose Annual Rate of Pay is $200,000 or more as of both:
(i) the date on which an Initial Election is filed with the
Committee; and (ii) the first day of the calendar year in
which such Initial Election filed.
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(ii)
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An Eligible
Employee whose Annual Rate of Pay is $125,000 as of each of:
(A) June 30, 2002; (B) the date on which an Initial
Election is filed with the Committee; and (C) the first day of
each calendar year beginning after December 31,
2002.
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(iii)
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Each New Key
Employee.
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(iv)
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Each other
employee of a Participating Company who is designated by the
Committee, in its sole and absolute discretion, as a Deferral
Eligible Employee.
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(t) “ Deferred Stock
Units ” means the number of hypothetical Shares subject
to an Election.
(u) “ Disability
” means:
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(i)
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An
individual’s inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months; or
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(ii)
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Circumstances
under which, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12
months, an individual is receiving income replacement benefits for
a period of not less than three months under an accident or health
plan covering employees of the individual’s
employer.
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(v) “ Disabled Grantee
” means:
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(i)
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A Grantee whose
employment by a Participating Company is terminated by reason of
Disability;
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(ii)
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The
duly-appointed legal guardian of an individual described in
Paragraph 2(v)(i) acting on behalf of such individual.
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(w) “ Diversification
Election ” means a Grantee’s election to have a
portion of the Grantee’s Account credited in the form of
Deferred Stock Units and attributable to any grant of Restricted
Stock or Restricted Stock Units deemed liquidated and credited
thereafter under the Income Fund, as provided in Paragraph
8(k).
(x) “ Election ”
means, as applicable, an Initial Election, a Subsequent Election,
or an Acceleration Election.
(y) “ Eligible Employee
” means an employee of a Participating Company, as determined
by the Committee.
(z) “ Fair Market Value
” means:
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(i)
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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.
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(ii)
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If Shares are not so listed, but
trades of Shares are reported on the Nasdaq National Market, Fair
Market Value shall be determined
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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.
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(iii)
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If Shares are
not so listed nor trades of Shares so reported, Fair Market Value
shall be determined by the Committee in good faith.
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(aa) “ Grandfathered
Amount ” means amounts described in Paragraph 1(b) that
were deferred under the Plan and that were earned and vested before
January 1, 2005.
(bb) “ Grantee ”
means an Eligible Employee or Non-Employee Director who is granted
an Award.
(cc) “ Hardship ”
means an “unforeseeable emergency,” as defined in
Section 409A. The Committee shall determine whether the
circumstances of the Grantee constitute an unforeseeable emergency
and thus a Hardship within the meaning of this Paragraph 2(cc).
Following a uniform procedure, the Committee’s determination
shall consider any facts or conditions deemed necessary or
advisable by the Committee, and the Grantee shall be required to
submit any evidence of the Grantee’s circumstances that the
Committee requires. The determination as to whether the
Grantee’s circumstances are a case of Hardship shall be based
on the facts of each case; provided however, that all
determinations as to Hardship shall be uniformly and consistently
made according to the provisions of this Paragraph 2(cc) for all
Grantees in similar circumstances.
(dd) “ Income Fund
” means a hypothetical investment fund pursuant to which an
amount equal to the Fair Market Value of Deferred Stock Units
subject to a Diversification Election is credited as of the
effective date of such Diversification Election and as to which
interest is credited thereafter until the date of distribution at
the Applicable Interest Rate. In addition, the Income Fund shall
also be deemed to hold dividend equivalents and earnings on
dividend equivalents credited to a Grantee’s Account as
described in Section 2(b) and Section 2(p). Except as
otherwise provided in Paragraph 8(l), and notwithstanding any other
provision of the Plan to the contrary, for purposes of determining
the time and form of payment of amounts credited to the Income
Fund, the rules of the Comcast Corporation 2005 Deferred
Compensation Plan shall apply on the same basis as if such amounts
were credited to a participant’s account under such Deferred
Compensation Plan.
(ee) “ Initial Election
” means a written election on a form provided by the
Committee, pursuant to which a Grantee: (i) elects, within the
time or times specified in Paragraph 8(a), to defer the
distribution date of Shares issuable with respect to Restricted
Stock or Restricted Stock Units; and (ii) designates the
distribution date of such Shares.
(ff) “ New Key Employee
” means each employee of a Participating Company who:
(i) becomes an employee of a Participating Company and has an
Annual Rate of Pay of $200,000 or more as of his employment
commencement date; or (ii) has an Annual Rate of Pay that is
increased to $200,000 or more and who, immediately preceding such
increase, was not a Deferral Eligible Employee.
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(gg) “ Non-Employee
Director ” means an individual who is a member of the
Board, and who is not an employee of the Company, including an
individual who is a member of the Board and who previously was an
employee of the Company.
(hh) “ Normal
Retirement ” means a Grantee’s termination of
employment that is treated by the Participating Company as a
retirement under its employment policies and practices as in effect
from time to time.
(ii) “ Other Available
Shares ” means, as of any date, the sum of:
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(i)
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The total
number of Shares owned by a Grantee that were not acquired by such
Grantee pursuant to a Comcast Plan or otherwise in connection with
the performance of services to the Company or an Affiliate;
plus
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(ii)
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The excess, if
any of:
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(1)
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The total
number of Shares owned by a Grantee other than the Shares described
in Paragraph 2(ii)(i); over
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(A) The number of such Shares owned
by such Grantee for less than six months; plus
(B) The number of such Shares owned
by such Grantee that has, within the preceding six months, been the
subject of a withholding certification pursuant to Paragraph
9(c)(ii) or any similar withholding certification under any other
Comcast Plan; plus
(C) The number of such Shares owned
by such Grantee 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 Company or an Affiliate of the Company, 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 Grantee 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
Grantee’s Account under the Comcast Corporation 2002 Deferred
Stock Option Plan (as in effect from time to time).
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For purposes of this Paragraph 2(ii), a Share
that is subject to an Election pursuant to Paragraph 8 or a
deferral election pursuant to another Comcast Plan shall not be
treated as owned by a Grantee 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 Special Common
Stock. For purposes of determining the number of Other Available
Shares, the term “Shares” shall also include the
securities held by a Grantee immediately before the consummation of
the AT&T Broadband Transaction that became Shares as a result
of the AT&T Broadband Transaction.
(jj) “ Participating
Company ” means the Company and each of the Subsidiary
Companies.
(kk) “ Performance-Based
Compensation ” means “Performance-Based
Compensation” within the meaning of
Section 409A.
(ll) “ Performance
Period ” means a period of at least 12 months during
which a Grantee may earn Performance-Based Compensation.
(mm) “ Person ”
means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization.
(nn) “ Plan ”
means the Comcast Corporation 2002 Restricted Stock Plan, as set
forth herein, and as amended from time to time.
(oo) “ Prime Rate
” means, for any calendar year, the interest rate that, when
compounded daily pursuant to rules established by the Committee
from time to time, is mathematically equivalent to the prime rate
of interest (compounded annually) as published in the Eastern
Edition of The Wall Street Journal on the last business day
preceding the first day of such calendar year, and as adjusted as
of the last business day preceding the first day of each calendar
year beginning thereafter.
(pp) “ Restricted Stock
” means Shares subject to restrictions as set forth in an
Award.
(qq) “ Restricted Stock
Unit ” means a unit that entitles the Grantee, upon the
Vesting Date set forth in an Award, to receive one
Share.
(rr) “ Retired Grantee
” means a Grantee who has terminated employment pursuant to a
Normal Retirement.
(ss) “ Rule 16b-3
” means Rule 16b-3 promulgated under the 1934 Act, as in
effect from time to time.
(tt) “ Section 16(b)
Officer ” means an officer of the Company who is subject
to the short-swing profit recapture rules of section 16(b) of the
1934 Act.
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(uu) “ Share ” or
“ Shares ” means:
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(i)
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except as
provided in Paragraph 2(uu)(ii), a share or shares of Common
Stock.
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(ii)
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with respect to
Awards granted before the consummation of the AT&T Broadband
Transaction as to which a Vesting Date has not occurred, and for
purposes of Paragraphs 2(ii) and 9(c), the term “Share”
or “Shares” also means a share or shares of Special
Common Stock.
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(vv) “ Special Common
Stock ” means Class A Special Common Stock, par
value $0.01, of the Company.
(ww) “ Special
Diversification Election ” means, with respect to each
separate grant of Restricted Stock or Restricted Stock Units, a
Diversification Election by a Grantee other than a Non-Employee
Director to have more than 40 percent of the Deferred Stock Units
credited to such Grantee’s Account in the Company Stock Fund
liquidated and credited thereafter under the Income Fund, as
provided in Paragraph 8(k)(i), if (and to the extent that) it is
approved by the Committee in accordance with Paragraph
8(k)(ii).
(xx) “ Subsequent
Election ” means a written election on a form provided by
the Committee, filed with the Committee in accordance with
Paragraph 8(d), pursuant to which a Grantee: (i) elects,
within the time or times specified in Paragraph 8(d), to further
defer the distribution date of Shares issuable with respect to
Restricted Stock or Restricted Stock Units; and
(ii) designates the distribution date of such
Shares.
(yy) “ Subsidiary
Companies ” means all business entities that, at the time
in question, are subsidiaries of the Company, within the meaning of
section 424(f) of the Code.
(zz) “
Successor-in-Interest ” means the estate or
beneficiary to whom the right to payment under the Plan shall have
passed by will or the laws of descent and distribution.
(aaa) “ Terminating
Event ” means any of the following events:
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(i)
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the liquidation
of the Company; or
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(ii)
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a Change of
Control.
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(bbb) “ Third Party
” means any Person, together with such Person’s
Affiliates, provided that the term “Third Party” shall
not include the Company or an Affiliate of the Company.
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(ccc) “ Vesting Date
” means, as applicable: (i) the date on which the
restrictions imposed on a Share of Restricted Stock lapse or
(ii) the date on which the Grantee vests in a Restricted Stock
Unit.
(ddd) “ 1933 Act
” means the Securities Act of 1933, as amended.
(eee) “ 1934 Act
” means the Securities Exchange Act of 1934, as
amended.
3. RIGHTS TO BE
GRANTED
Rights that may be granted under the
Plan are:
(a) Rights to Restricted Stock which
gives the Grantee ownership rights in the Shares subject to the
Award, subject to a substantial risk of forfeiture, as set forth in
Paragraph 7, and to deferred payment, as set forth in Paragraph 8;
and
(b) Rights to Restricted Stock Units
which give the Grantee the right to receive Shares upon a Vesting
Date, as set forth in Paragraph 7, and to deferred payment, as set
forth in Paragraph 8. The maximum number of Shares subject to
Awards that may be granted to any single individual in any calendar
year, adjusted as provided in Paragraph 10, shall be
1.5 million Shares.
4. SHARES SUBJECT TO THE
PLAN
(a) Not more than 52.5 million
Shares in the aggregate may be issued under the Plan pursuant to
the grant of Awards, subject to adjustment in accordance with
Paragraph 10, provided that subject to the approval of the
Company’s shareholders at the Company’s Annual Meeting
of Shareholders to be held in 2008 (the “2008 Annual
Meeting”), the number of Shares in the aggregate that may be
issued under the Plan, pursuant to the grant of Awards, subject to
adjustment in accordance with Paragraph 10, shall be increased from
52.5 million to 66.5 million. The Shares issued under the Plan
may, at the Company’s option, be either Shares held in
treasury or Shares originally issued for such purpose.
(b) If (i) Restricted Stock or
Restricted Stock Units are forfeited pursuant to the terms of an
Award or (ii) with respect to Restricted Stock Units, the
Company withholds Shares to satisfy its minimum tax withholding
requirements as provided in Paragraph 9(c), other Awards may be
granted covering the Shares that were forfeited, or covering the
Shares so withheld to satisfy the Company’s minimum tax
withholding requirements, as applicable.
5. ADMINISTRATION OF THE
PLAN
(a) Administration . The Plan
shall be administered by the Committee, provided that with respect
to Awards to Non-Employee Directors, the rules of this Paragraph 5
shall apply so that all references in this Paragraph 5 to the
Committee shall be treated as references to either the Board or the
Committee acting alone.
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(b) Grants . Subject to the
express terms and conditions set forth in the Plan, the Committee
shall have the power, from time to time, to:
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(i)
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select those
Employees and Non-Employee Directors to whom Awards shall be
granted under the Plan, to determine the number of Shares and/or
Restricted Stock Units, as applicable, to be granted pursuant to
each Award, and, pursuant to the provisions of the Plan, to
determine the terms and conditions of each Award, including the
restrictions applicable to such Shares and the conditions upon
which a Vesting Date shall occur; and
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(ii)
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interpret the
Plan’s provisions, prescribe, amend and rescind rules and
regulations for the Plan, and make all other det
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