Exhibit 10.14
COMCAST
CORPORATION
2002 EMPLOYEE STOCK PURCHASE
PLAN
(As Amended and Restated,
Effective December 14, 2005)
1. Purpose .
COMCAST CORPORATION, a Pennsylvania
corporation, hereby amends and restates the Comcast Corporation
2002 Employee Stock Purchase Plan (the “Plan”),
effective December 14, 2005. The Plan is intended to encourage
and facilitate the purchase of shares of common stock of Comcast
Corporation by Eligible Employees of the Company and any
Participating Companies, thereby providing such Eligible Employees
with a personal stake in the Company and a long-range inducement to
remain in the employ of the Company and Participating Companies. It
is the intention of the Company that the Plan qualify as an
“employee stock purchase plan” within the meaning of
section 423 of the Code.
2. Definitions .
(a) “ Account ”
means a bookkeeping account established by the Committee on behalf
of a Participant to hold Payroll Deductions.
(b) “ 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.
(c) “ Board ”
means the Board of Directors of the Company.
(d) “ Brokerage Account
” means the brokerage account established under the Plan by
the Company for each Participant, to which Shares purchased under
the Plan shall be credited.
(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 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.
(f) “ Code ”
means the Internal Revenue Code of 1986, as amended.
(g) “ Committee ”
means the Compensation Committee of the Board.
(h) “ 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.
(i) “ Compensation
” means an Eligible Employee’s wages as reported on
Form W-2 ( i.e. , wages as defined in section 3401(a) of the
Code and all other payments of compensation for which the
Participating Company is required to furnish the employee a written
statement under sections 6041(d) and 6051(a)(3) of the Code) from a
Participating Company, reduced by reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses,
deferred compensation, and welfare benefits, but including salary
reduction contributions and elective contributions that are not
includible in gross income under sections 125 or 402(a)(8) of the
Code.
(j) “ Election Form
” means the written or electronic form acceptable to the
Committee which an Eligible Employee shall use to make an election
to purchase Shares through Payroll Deductions pursuant to the
Plan.
(k) “ Eligible Employee
” means an Employee who is not an Ineligible Employee.
Notwithstanding the foregoing to the contrary, solely for purposes
of the Offering Period commencing on October 1, 2002, the term
“Eligible Employee” means an Employee who was eligible
to participate in this Plan immediately before October 1,
2002.
(l) “ Eligible Employer
” means the Company and any subsidiary of the Company, within
the meaning of section 424(f) of the Code.
(m) “ Employee ”
means a person who is an employee of a Participating
Company.
(n) “ Fair Market Value
” means the closing price per Share on the principal national
securities exchange on which the Shares are listed or admitted to
trading or, if not listed or traded on any such exchange, on the
National Market System of the National Association of Securities
Dealers Automated Quotation System (“NASDAQ”), or if
not listed or traded on any such exchange or system, the fair
market value as reasonably determined by the Board or the
Committee, which determination shall be conclusive.
(o) “ Five Percent
Owner ” means an Employee who, with respect to a
Participating Company, is described in section 423(b)(3) of the
Code.
(p) “ Ineligible
Employee ” means an Employee who, as of an Offering
Commencement Date:
(1) is a Five Percent
Owner;
(2) has been continuously employed
by a Participating Company on a full-time basis for less than 90
days;
(3) has been continuously employed
by a Participating Company on a part-time basis for less than one
year; or
(4) is restricted from participating
under Paragraph 3(b).
For purposes of this Paragraph 2(p), an Employee
is employed on a part-time basis if the Employee customarily works
less than 20 hours per week. For purposes of this Paragraph 2(p),
an Employee is employed on a full-time basis if the Employee
customarily works 20 or more hours per week.
-2-
(q) “ Offering ”
means an offering of Shares by the Company to Eligible Employees
pursuant to the Plan.
(r) “ Offering Commencement
Date ” means the first day of each
January 1, April 1, July 1 and
October 1 beginning on or after Offerings are authorized by
the Board or the Committee, until the Plan Termination Date,
provided that the first Offering Commencement Date shall be on the
Effective Date.
(s) “ Offering Period
” means the period extending from an Offering Commencement
Date through the following Offering Termination Date.
(t) “ Offering Termination
Date ” means the last day of each March, June, September
and December following an Offering Commencement Date, or such other
Offering Termination Date established in connection with a
Terminating Event.
(u) “ Participant
” means an Eligible Employee who has timely delivered an
Election Form to the Committee in accordance with procedures
established by the Committee.
(v) “ Participating
Company ” means, as provided in Schedule A to the Plan,
the Eligible Employers, if any, that are approved by the Board or
the Committee from time to time.
(w) “ Payroll
Deductions ” means amounts withheld from a
Participant’s Compensation pursuant to the Plan, as described
in Paragraph 5.
(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 Employee Stock Purchase Plan, as
set forth in this document, and as may be amended from time to
time.
(z) “ Plan Termination
Date ” means the earlier of:
(1) the Offering Termination Date
for the Offering in which the maximum number of Shares specified in
Paragraph 9 have been issued pursuant to the Plan; or
(2) the date as of which the Board
or the Committee chooses to terminate the Plan as provided in
Paragraph 14.
(aa) “ Purchase Price
” means 85 percent of the lesser of: (1) the Fair Market
Value per Share on the Offering Commencement Date, or if such date
is not a trading day, then on the next trading day thereafter or
(2) the Fair Market Value per Share on the Offering
Termination Date, or if such date is not a trading day, then on the
trading day immediately preceding the Offering Termination
Date.
-3-
(bb) “ Shares ”
means:
(1) except as otherwise provided in
Paragraph 2(bb)(2), shares of Comcast Corporation Class A
Common Stock, par value $0.01.
(2) for the Offering Period
commencing on October 1, 2002, shares of Comcast Corporation
Class A Special Common Stock, par value $0.01.
(cc) “
Successor-in-Interest ” means the Participant’s
executor or administrator, or such other person or entity to whom
the Participant’s rights under the Plan shall have passed by
will or the laws of descent and distribution.
(dd) “ Terminating
Event ” means any of the following events:
(1) the liquidation of the Company;
or
(2) a Change of Control.
(ee) “ 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.
(ff) “ Termination Form
” means the written or electronic form acceptable to the
Committee which an Employee shall use to discontinue participation
during an Offering Period pursuant to Paragraph 7(b).
3. Eligibility and Participation
.
(a) Eligibility . Except to
the extent participation is restricted under Paragraph 3(b), each
Eligible Employee shall be eligible to participate in the
Plan.
(b) Restrictions on
Participation . Notwithstanding any provisions of the Plan to
the contrary, no Employee shall be eligible to purchase Shares in
an Offering to the extent that:
(1) immediately after the purchase
of Shares, such Employee would be a Five Percent Owner;
or
(2) a purchase of Shares would
permit such Employee’s rights to purchase stock under all
employee stock purchase plans of the Participating Companies which
meet the requirements of section 423(b) of the Code to accrue at a
rate which exceeds $25,000 in fair market value (as determined
pursuant to section 423(b)(8) of the Code) for each calendar year
in which such right to purchase Shares is outstanding.
(c) Commencement of
Participation . An Eligible Employee shall become a Participant
by completing an Election Form and
