Attached files
file | filename |
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8-K - FORM 8-K - COMCAST CORP | dp15972_8k.htm |
EX-99.3 - EXHIBIT 99.3 - COMCAST CORP | dp15972_ex9903.htm |
EX-99.1 - EXHIBIT 99.1 - COMCAST CORP | dp15972_ex9901.htm |
EX-99.2 - EXHIBIT 99.2 - COMCAST CORP | dp15972_ex9902.htm |
EX-99.5 - EXHIBIT 99.5 - COMCAST CORP | dp15972_ex9905.htm |
Exhibit
99.4
COMCAST
CORPORATION
RESTRICTED
STOCK UNIT AWARD
This is a
Restricted Stock Unit Award (the “Award”) dated [_______________, 20__] from
Comcast Corporation (the “Company”) to the Grantee. The vesting of
Restricted Stock Units is conditioned on the Grantee’s continuation in service
from the Date of Grant through each applicable Vesting Date, and on the
Company’s attainment of certain performance objectives, as further provided in
this Award. The delivery of Shares under this Award is intended to
constitute performance-based compensation, within the meaning of section 162(m)
of the Code, and Treasury Regulations issued under section 162(m) of the
Code.
1. Definitions. Capitalized
terms used herein are defined below or, if not defined below, have the meanings
given to them in the Plan.
(a) “Account” means an
unfunded bookkeeping account established pursuant to Paragraph 5(d) and
maintained by the Committee in the name of Grantee (a) to which Deferred
Stock Units are deemed credited and (b) 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.
(b) “Award” means the
award of Restricted Stock Units hereby granted.
(c) “Board” means the
Board of Directors of the Company.
(d) “Code” means the
Internal Revenue Code of 1986, as amended.
(e) “Committee” means the
Compensation Committee of the Board or its delegate.
(f) “Date of Grant” means
the date first set forth above, on which the Company awarded the Restricted
Stock Units.
(g) “Deferred Stock Units”
means the number of hypothetical Shares subject to an Election.
(h) “Disabled Grantee”
means
(1) Grantee,
if Grantee’s employment by a Participating Company is terminated by reason of
Disability; or
(2) Grantee’s
duly-appointed legal guardian following Grantee’s termination of employment by
reason of Disability, acting on Grantee’s behalf.
(i) “Employer” means the
Company or the subsidiary or affiliate of the Company for which Grantee is
performing services on the Vesting Date.
(j) “Free Cash Flow” means
the Company’s “Net Cash Provided by Operating Activities” (as stated in the
Company’s Consolidated Statement of Cash Flows) reduced by capital expenditures
and cash paid for intangible assets, and adjusted for any amounts related to
certain nonoperating items, net of estimated tax benefits (such as income taxes
on investment sales, and nonrecurring payments related to income taxes and
litigation contingencies of acquired companies), provided that adjustments to
“Net Cash Provided by Operating Activities” applied to determine “Free Cash
Flow” for each year shall be determined consistently with the Company’s
reconciliations of “Free Cash Flow” to the Company’s “Net Cash Provided by
Operating Activities” for the Company’s calendar years ending December 31, 2006,
December 31, 2007 and December 31, 2008 as reflected on Forms 8-K filed by the
Company on February 1, 2007, February 14, 2008 and February 18, 2009,
respectively, such that the “Free Cash Flow” for each year beginning after
[__________] and before [__________] shall be determined on the same basis as
for the Company’s calendar years ending December 31, 2006, December 31, 2007 and
December 31, 2008 and that the comparison of “Free Cash Flow” for a calendar
year to “Free Cash Flow” for the immediately preceding calendar year is
determined to ensure comparability between amounts in the prior calendar year
and the year to which the performance condition applies and without regard to
extraordinary items or items unrelated to the Company’s
operations. In the event there is a significant acquisition or
disposition of any assets, business division, company or other business
operations of the Company that is reasonably expected to have an effect on Free
Cash Flow, the Committee shall adjust the Performance Goal to take into account
the impact of such acquisition or disposition by increasing or decreasing such
Performance Goal in the same proportion as Free Cash Flow of the Company would
have been affected for the prior calendar year on a pro forma basis had such an
acquisition or disposition occurred on the same date during the prior calendar
year. Such adjustment shall be based upon the historical equivalent
of Free Cash Flow of the assets so acquired or disposed of for the prior
calendar year, as shown by such records as are available to the Company, as
further adjusted to reflect any aspects of the transaction that should be taken
into account to ensure comparability between amounts in the prior calendar year
and the year to which the performance condition applies.
(k) “Grantee” means the
individual to whom this Award has been granted as identified on the attached
Long-Term Incentive Awards Summary Schedule.
(l) “Long-Term Incentive Awards
Summary Schedule” means the schedule attached hereto, which sets forth
specific information relating to the grant and vesting of this
Award.
(m) “Normal Retirement”
means 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.
(n) “Performance Goal”
means Free Cash Flow for a calendar year that exceeds Free Cash Flow for the
immediately preceding calendar year.
(o) “Plan” means the
Comcast Corporation 2002 Restricted Stock Plan, incorporated herein by
reference.
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(p) “Restricted Period”
means, with respect to each Restricted Stock Unit, the period beginning on the
Date of Grant and ending on the Vesting Date.
(q) “Restricted Stock
Units” means the total number of restricted stock units granted to
Grantee pursuant to this Award as set forth on the attached Long-Term Incentive
Awards Summary Schedule. Each Restricted Stock Unit entitles Grantee,
upon the Vesting Date of such Restricted Stock unit, to receive one
Share.
(r) “Rule 16b-3” means
Rule 16b-3 promulgated under the 1934 Act, as in effect from time to
time.
(s) “Retired Grantee”
means Grantee, following Grantee’s termination of employment pursuant to a
Normal Retirement.
(t) “Shares” mean shares
of the Company’s Class A Common Stock, par value $.01 per share.
(u) “Vesting Date” means
the date(s) on which Grantee vests in all or a portion of the Restricted Stock
Units, as set forth on the attached Long-Term Incentive Awards Summary
Schedule.
(v) “1934 Act” means the
Securities Exchange Act of 1934, as amended.
2. Grant of Restricted Stock
Units. Subject to the terms and conditions set forth herein
and in the Plan, the Company hereby grants to Grantee the Restricted Stock
Units.
3. Vesting of Restricted Stock
Units.
(a) Subject
to the terms and conditions set forth herein and in the Plan, Grantee shall vest
in the Restricted Stock Units on the Vesting Dates set forth on the attached
Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall
be entitled to the delivery of Shares with respect to such Restricted Stock
Units; provided, however, that on the Vesting Date, Grantee is, and has from the
Date of Grant continuously been, an employee of the Company or a Subsidiary
Company during the Restricted Period, and provided further that the applicable
performance conditions as set forth on the attached Long-Term Incentive Awards
Summary Schedule have been satisfied.
(b) Notwithstanding
Paragraph 3(a) to the contrary, if Grantee terminates employment with the
Company or a Subsidiary Company during the Restricted Period due to his death or
due to Grantee becoming a Disabled Grantee within the meaning of
Paragraph 1(h)(1), the Vesting Date for the Restricted Stock Units shall be
accelerated so that a Vesting Date will be deemed to occur with respect to the
Restricted Stock Units on the date of such termination of
employment.
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4. Forfeiture of Restricted
Stock Units.
(a) Subject
to the terms and conditions set forth herein and in the Plan, if Grantee
terminates employment with the Company and all Subsidiaries during the
Restricted Period, other than due to death or Disability or a Termination With
Good Reason (as defined in Grantee’s employment agreement with the Company), or
unless Grantee experiences a Termination Without Cause (as defined in Grantee’s
employment agreement), Grantee shall forfeit the Restricted Stock Units as of
such termination of employment. If Grantee experiences a Termination
With Good Reason or a Termination Without Cause, notwithstanding anything herein
to the contrary, Grantee’s Restricted Stock Units will continue to vest in
accordance with the attached Long Term Incentive Awards Summary Schedule for a
period of one year following termination of employment. Upon a
forfeiture of the Restricted Stock Units as provided in this Paragraph 4,
the Restricted Stock Units shall be deemed canceled.
(b) The
provisions of this Paragraph 4 shall not apply to Shares issued in respect
of Restricted Stock Units as to which a Vesting Date has occurred.
5. Deferral
Elections.
Grantee
may elect to defer the receipt of Shares issuable with respect to Restricted
Stock Units, consistent, however, with the following:
(a) Deferral
Elections.
(1) Initial
Election. Grantee shall have the right to make an Initial
Election to defer the receipt of all or a portion of the Shares issuable with
respect to Restricted Stock Units hereby granted by filing an Initial Election
to defer the receipt of such Shares on the form provided by the Committee for
this purpose.
(2) Deadline for Deferral
Election. An Initial Election to defer the receipt of Shares
issuable with respect to Restricted Stock Units hereby granted shall not be
effective unless it is filed with the Committee on or before June 30,
2010.
(3) Deferral
Period. Subject to Paragraph 5(b), all Shares issuable
with respect to Restricted Stock Units that are subject to an Initial Election
under this Paragraph 5(a) shall be delivered to Grantee without any legend
or restrictions (except those that may be imposed by the Committee, in its sole
judgment, under Paragraph 7), on the date designated by Grantee, which
shall not be earlier than January 2 of the third calendar year beginning after
the Vesting Date, nor later than January 2 of the eleventh calendar year
beginning after the Vesting Date.
(4) Effect of Failure of Vesting
Date to Occur. An Initial Election shall be null and void if a
Vesting Date does not occur with respect to Restricted Stock Units identified in
such Initial Election.
(b) Subsequent
Elections/Acceleration Elections. No Subsequent Election shall
be effective until 12 months after the date on which a Subsequent Election is
filed with the Committee.
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(1) If
Grantee makes an Initial Election, or pursuant to this Paragraph 5(b)(1)
makes a Subsequent Election, to defer the distribution date for Shares issuable
with respect to some or all of the Restricted Stock Units hereby granted,
Grantee may elect to defer the distribution date for a minimum of five years and
a maximum of ten additional years from the previously-elected distribution date
by filing a Subsequent Election with the Committee on or before the close of
business at least one year before the date on which the distribution would
otherwise be made.
(2) If
Grantee dies before Shares subject to an Initial Election under
Paragraph 5(a) are to be delivered, the estate or beneficiary to whom the
right to delivery of such Shares shall have passed may make a Subsequent
Election to defer receipt of all or any portion of such Shares for five
additional years from the date delivery of Shares would otherwise be made,
provided that such Subsequent Election must be filed with the Committee at least
one year before the date on which the distribution would otherwise be made, as
reflected on Grantee’s last Election.
(3) In
lieu of a Subsequent Election described in Paragraph 5(b)(2), the estate or
beneficiary to whom the right to delivery of Shares shall have passed may, as
soon as practicable following the Grantee’s death, make an Acceleration Election
to accelerate the delivery date of such Shares from the date delivery of such
Shares would otherwise be made to a date that is as soon as practicable
following the Grantee’s death.
(4) If
Grantee becomes a Disabled Grantee before the Shares subject to an Initial
Election under Paragraph 5(a) are to be delivered, Grantee may, as soon as
practicable following the date on which Grantee becomes a Disabled Grantee,
elect to accelerate the distribution date of such Shares from the date payment
would otherwise be made to a date that is as soon as practicable following the
date the Disabled Grantee became disabled.
(5) If
Grantee becomes a Retired Grantee before Shares subject to an Initial Election
under Paragraph 5(a) are to be delivered, Grantee may make a Subsequent
Election to defer all or any portion of such Shares for five additional years
from the date delivery of Shares would otherwise be made. Such a
Subsequent Election must be filed with the Committee at least one year before
the date on which the distribution would otherwise be made.
(c) Diversification
Election. As provided in the Plan and as described in the
prospectus for the Plan, a Grantee with an Account may be eligible to make a
Diversification Election on an election form supplied by the Committee for this
purpose.
(d) Book
Accounts. An Account shall be established for each Grantee who
makes an Initial Election. Deferred Stock Units shall be credited to
the Account as of the Date an Initial Election becomes
effective. Each Deferred Stock Unit will represent a hypothetical
Share credited to the Account in lieu of delivery of the Shares to which an
Initial Election, Subsequent Election or Acceleration Election
applies. If an eligible Grantee makes a Diversification Election,
then to the extent an Account is deemed invested in the Income Fund, the
Committee shall credit earnings with respect to such Account at the Applicable
Interest Rate.
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(e) Status of Deferred
Amounts. Grantee’s right to delivery of Shares subject to an
Initial Election, Subsequent Election or Acceleration Election, or to amounts
deemed invested in the Income Fund pursuant to a Diversification Election, shall
at all times represent the general obligation of the Company. Grantee
shall be a general creditor of the Company with respect to this obligation, and
shall not have a secured or preferred position with respect to such
obligation. Nothing contained in the Plan or an Award shall be deemed
to create an escrow, trust, custodial account or fiduciary relationship of any
kind. Nothing contained in the Plan or an Award shall be construed to
eliminate any priority or preferred position of Grantee in a bankruptcy matter
with respect to claims for wages.
(f) Non-Assignability,
Etc. The right of Grantee to receive Shares subject to an
Election under this Paragraph 5, or to amounts deemed invested in the
Income Fund pursuant to a Diversification Election, shall not be subject in any
manner to attachment or other legal process for the debts of Grantee; and no
right to receive Shares or cash hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment or encumbrance.
6. Notices. Any
notice to the Company under this Agreement shall be made in care of the
Committee at the Company’s main office in Philadelphia,
Pennsylvania. All notices under this Agreement shall be deemed to
have been given when hand-delivered or mailed, first class postage prepaid, and
shall be irrevocable once given.
7. Securities
Laws. The Committee may from time to time impose any
conditions on the Shares issuable with respect to Restricted Stock Units as it
deems necessary or advisable to ensure that the Plan satisfies the conditions of
Rule 16b-3, and that Shares are issued and resold in compliance with the
Securities Act of 1933, as amended.
8. Delivery of Shares;
Repayment.
(a) Delivery of
Shares. Except as otherwise provided in Paragraph 5, the
Company shall notify Grantee that a Vesting Date with respect to Restricted
Stock Units has occurred. Within ten (10) business days of a Vesting
Date, the Company shall, without payment from Grantee, satisfy its obligation to
deliver Shares issuable under the Plan either by (i) delivery of a physical
certificate for Shares issuable under the Plan or (ii) arranging for the
recording of Grantee’s ownership of Shares issuable under the Plan on a book
entry recordkeeping system maintained on behalf of the Company, in either case
without any legend or restrictions, except for such restrictions as may be
imposed by the Committee, in its sole judgment, under Paragraph 7, provided
that Shares will not be delivered to Grantee until appropriate arrangements have
been made with the Employer for the withholding of any taxes which may be due
with respect to such Shares. The Company may condition delivery of
certificates for Shares upon the prior receipt from Grantee of any undertakings
which it may determine are required to assure that the certificates are being
issued in compliance with federal and state securities laws. The
right to payment of any fractional Shares shall be satisfied in cash, measured
by the product of the fractional amount times the Fair Market Value of a Share
on the Vesting Date, as determined by the Committee.
(b) Repayment. If it is determined by the Board that
gross negligence, intentional misconduct or fraud by Grantee caused or partially caused the Company
to have to
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restate all or a portion of its
financial statements, the Board, in its sole discretion, may, to the extent
permitted by law and to the extent it determines in its sole judgment that it is
in the best interests of the Company to do so, require repayment of Shares delivered pursuant to the vesting
of the Restricted Stock Units, or to effect the cancellation of unvested
Restricted Stock Units, if (i) the vesting of the Award was calculated based upon, or
contingent on, the achievement of financial or operating results that were the
subject of or affected by
the restatement, and (ii) the extent of vesting of the Award would have been less had
the financial statements been correct. In addition, to the extent
that the receipt of an Award subject to repayment under this Paragraph 8(b)
has been deferred pursuant
to Paragraph 5
(or any other plan, program
or arrangement that permits the deferral of receipt of an Award), such Award
(and any earnings credited with respect thereto) shall be forfeited in lieu of
repayment.
9. Award Not to Affect
Employment. The Award granted hereunder shall not confer upon
Grantee any right to continue in the employment of the Company or any subsidiary
or affiliate of the Company.
10. Miscellaneous.
(a) The
Award granted hereunder is subject to the approval of the Plan by the
shareholders of the Company to the extent that such approval (i) is required
pursuant to the By-Laws of the National Association of Securities Dealers, Inc.,
and the schedules thereto, in connection with issuers whose securities are
included in the NASDAQ National Market System, or (ii) is required to satisfy
the conditions of Rule 16b-3.
(b) The
address for Grantee to which notice, demands and other communications to be
given or delivered under or by reason of the provisions hereof shall be
Grantee’s address as reflected in the Company’s personnel records.
(c) The
validity, performance, construction and effect of this Award shall be governed
by the laws of the Commonwealth of Pennsylvania, without giving effect to
principles of conflicts of law.
COMCAST
CORPORATION
|
||
BY:
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David L. Cohen | |
David L. Cohen | ||
ATTEST:
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Arthur R. Block | |
Arthur R. Block |
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