Document/Exhibit Description Pages Size
1: 10-K Annual Report 75 476K
2: EX-3.1 Ex-3.1(F) 1 6K
3: EX-4.7 Instrument Defining the Rights of Security Holders 19 96K
7: EX-10.14 Material Contract 21 90K
8: EX-10.24 Material Contract 101 355K
4: EX-10.4 Material Contract 20 79K
5: EX-10.7 Material Contract 6 21K
6: EX-10.8 Material Contract 8 30K
9: EX-21 Subsidiaries of the Registrant 11 40K
10: EX-23.1 Consent of Experts or Counsel 1 9K
11: EX-23.2 Consent of Experts or Counsel 1 8K
12: EX-99.1 Miscellaneous Exhibit 1 8K
COMCAST CORPORATION
1996 DEFERRED COMPENSATION PLAN
December 19, 2000
TABLE OF CONTENTS
-----------------
Page
----
ARTICLE 1 - CONTINUATION AND COVERAGE OF PLAN..................................1
ARTICLE 2 - DEFINITIONS........................................................1
ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS...................................8
ARTICLE 4 - MANNER OF DISTRIBUTION............................................13
ARTICLE 5 - BOOK ACCOUNTS.....................................................14
ARTICLE 6 - NONALIENATION OF BENEFITS.........................................15
ARTICLE 7 - DEATH OF PARTICIPANT..............................................15
ARTICLE 8 - HARDSHIP DISTRIBUTIONS............................................16
ARTICLE 9 - INTERPRETATION....................................................16
ARTICLE 10 - AMENDMENT OR TERMINATION.........................................17
ARTICLE 11 - WITHHOLDING OF TAXES.............................................17
ARTICLE 12 - MISCELLANEOUS PROVISIONS.........................................18
ARTICLE 13 - EFFECTIVE DATE...................................................18
-i-
COMCAST CORPORATION
1996 DEFERRED COMPENSATION PLAN
(As Amended and Restated, Effective December 19, 2000)
ARTICLE 1 - CONTINUATION AND COVERAGE OF PLAN
1.1. Continuation of Plan. COMCAST CORPORATION, a Pennsylvania corporation,
hereby amends and restates the Comcast Corporation 1996 Deferred Compensation
Plan (the "Plan"), effective December 19, 2000. The Plan was initially adopted
effective February 12, 1974 and was amended and restated effective August 15,
1996, and was further amended and restated effective June 21, 1999.
1.2. Plan Unfunded and Limited to Outside Directors and Select Group of
Management or Highly Compensated Employees. The Plan is unfunded and is
maintained primarily for the purpose of providing outside directors and a select
group of management or highly compensated employees the opportunity to defer the
receipt of compensation otherwise payable to such outside directors and eligible
employees in accordance with the terms of the Plan.
ARTICLE 2 - DEFINITIONS
2.1. "Account" means the bookkeeping accounts established pursuant to
Section 5.1 and maintained by the Administrator in the names of the respective
Participants, to which all amounts deferred and earnings allocated under the
Plan shall be credited, and from which all amounts distributed pursuant to the
Plan shall be debited.
2.2. "Active Participant" means:
(a) Each Participant who is in active service as an Outside Director;
and
(b) Each Participant who is actively employed by a Participating
Company as an Eligible Employee.
2.3. "Administrator" means the Committee.
2.4. "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.
2.5. "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.
2.6. "Applicable Interest Rate" means:
(a) Except as otherwise provided in Section 2.6(b), the Applicable
Interest Rate means 12% per annum, compounded annually as of the last day of the
calendar year.
(b) Except to the extent otherwise required by Section 10.2, effective
for the period extending from a Participant's employment termination date to the
date the Participant's Account is distributed in full, the Administrator, in its
sole discretion, may designate the term "Applicable Interest Rate" for such
Participant's Account to mean the lesser of (i) the rate in effect under Section
2.6(a) or (ii) the Prime Rate plus one percent, compounded annually as of the
last day of the calendar year. Notwithstanding the foregoing, the Administrator
may delegate its authority to determine the Applicable Interest Rate under this
Section 2.6(b) to an officer of the Company or committee of two or more officers
of the Company.
2.7. "Beneficiary" means such person or persons or legal entity or
entities, including, but not limited to, an organization exempt from federal
income tax under section 501(c)(3) of the Code, designated by a Participant or
Beneficiary to receive benefits pursuant to the terms of the Plan after such
Participant's or Beneficiary's death. If no Beneficiary is designated by the
Participant or Beneficiary, or if no Beneficiary survives the Participant or
Beneficiary (as the case may be), the Participant's Beneficiary shall be the
Participant's Surviving Spouse if the Participant has a Surviving Spouse and
otherwise the Participant's estate, and the Beneficiary of a Beneficiary shall
be the Beneficiary's Surviving Spouse if the Beneficiary has a Surviving Spouse
and otherwise the Beneficiary's estate.
2.8. "Board" means the Board of Directors of the Company, or the Executive
Committee of the Board of Directors of the Company.
2.9. "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 directly or indirectly owns
then-outstanding securities of the Company having more than 50 percent of the
voting power for the election of directors of the Company.
2.10. "Code" means the Internal Revenue Code of 1986, as amended.
2.11. "Committee" means the Subcommittee on Performance Based Compensation
of the Compensation Committee of the Board of Directors of the Company.
2.12. "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.
2.13. "Company Stock" means Comcast Corporation Class A Special Common
Stock, par value, $1.00, including a fractional share, or such other securities
issued by Comcast Corporation as may be subject to adjustment in the event that
shares of Company Stock are changed into, or exchanged for, a different number
or kind of shares of stock or other securities of the Company, whether through
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split-up or other substitution of securities of the Company. In such event, the
Committee shall make appropriate equitable anti-dilution adjustments to the
number and class of
-2-
hypothetical shares of Company Stock credited to Participants' Accounts under
the Company Stock Fund. Any reference to the term "Company Stock" in the Plan
shall be a reference to the appropriate number and class of shares of stock as
adjusted pursuant to this Section 2.13. The Committee's adjustment shall be
effective and binding for all purposes of the Plan.
2.14. "Company Stock Fund" means a hypothetical investment fund pursuant to
which income, gains and losses are credited to a Participant's Account as if the
Account, to the extent deemed invested in the Company Stock Fund, were invested
in hypothetical shares of Company Stock, and all dividends and other
distributions paid with respect to Company Stock were held uninvested in cash,
and reinvested in additional hypothetical shares of Company Stock as of the next
succeeding December 31 (to the extent the Account continues to be deemed
invested in the Company Stock Fund through such December 31), based on the Fair
Market Value of the Company Stock for such December 31.
2.15. "Compensation" means:
(a) In the case of an Outside Director, the total cash remuneration
for services as a member of the Board and as a member of any Committee of the
Board; and
(b) In the case of an Eligible Employee, the total cash remuneration
for services payable by a Participating Company, excluding sales commissions or
other similar payments or awards.
2.16. "Death Tax Clearance Date" means the date upon which a Deceased
Participant's or a deceased Beneficiary's Personal Representative certifies to
the Administrator that (i) such Deceased Participant's or deceased Beneficiary's
Death Taxes have been finally determined, (ii) all of such Deceased
Participant's or deceased Beneficiary's Death Taxes apportioned against the
Deceased Participant's or deceased Beneficiary's Account have been paid in full
and (iii) all potential liability for Death Taxes with respect to the Deceased
Participant's or deceased Beneficiary's Account has been satisfied.
2.17. "Death Taxes" means any and all estate, inheritance,
generation-skipping transfer, and other death taxes as well as any interest and
penalties thereon imposed by any governmental entity (a "taxing authority") as a
result of the death of the Participant or the Participant's Beneficiary.
2.18. "Deceased Participant" means a Participant whose employment, or, in
the case of a Participant who was an Outside Director, a Participant whose
service as an Outside Director, is terminated by death.
2.19. "Disabled Participant" means:
(a) A Participant whose employment or, in the case of a Participant
who is an Outside Director, a Participant whose service as an Outside Director,
is terminated by reason of disability;
(b) The duly-appointed legal guardian of an individual described in
Section 2.19(a) acting on behalf of such individual.
-3-
2.20. "Eligible Employee" means:
(a) Each employee of a Participating Company who, as of December 31,
1989, was eligible to participate in the Prior Plan;
(b) Each employee of a Participating Company who was, at any time
before January 1, 1995, eligible to participate in the Prior Plan and whose
Annual Rate of Pay is $90,000 or more as of both (i) the date on which an
Initial Election with respect to the deferral of Compensation is filed with the
Administrator and (ii) the first day of each calendar year beginning after
December 31, 1994.
(c) Each employee of a Participating Company whose Annual Rate of Pay
is $125,000 or more as of both (i) the date on which an Initial Election is
filed with the Administrator and (ii) the first day of the calendar year in
which such Initial Election is filed.
(d) Each employee of a Participating Company who has a title at or
above the level of vice president whose Annual Rate of Pay is $100,000 or more
as of both (i) the date on which an Initial Election is filed with the
Administrator and (ii) the first day of the calendar year in which such Initial
Election is filed.
(e) Each New Key Employee.
(f) Each other employee of a Participating Company who is designated
by the Committee, in its discretion, as an Eligible Employee.
2.21. "Fair Market Value"
(a) If shares of Company Stock 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 last trading
day prior to the date of determination; or
(b) If shares of Company Stock are not so listed, but trades of Shares
are reported on the Nasdaq National Market the last quoted sale price of a share
on the Nasdaq National Market on the last trading day prior to the date of
determination.
(c) If shares of Company Stock are not so listed nor trades of Shares
so reported, Fair Market Value shall be determined by the Committee in good
faith.
2.22. "Former Eligible Employee" means an employee of a Participating
Company who, as of any relevant date, does not satisfy the requirements of an
"Eligible Employee" but who previously met such requirements under the Plan or
the Prior Plan.
2.23. "Grandfathered Participant" means an Inactive Participant who, on or
before December 31, 1991, entered into a written agreement with the Company to
terminate service to the Company or gives written notice of intention to
terminate service to the Company, regardless of the actual date of termination
of service.
-4-
2.24. "Hardship" means a Participant's severe financial hardship due to an
unforeseeable emergency resulting from a sudden and unexpected illness or
accident of the Participant, or, a sudden and unexpected illness or accident of
a dependent (as defined by section 152(a) of the Code) of the Participant, or
loss of the Participant's property due to casualty, or other similar and
extraordinary unforeseeable circumstances arising as a result of events beyond
the control of the Participant. A need to send the Participant's child to
college or a desire to purchase a home is not an unforeseeable emergency. No
Hardship shall be deemed to exist to the extent that the financial hardship is
or may be relieved (a) through reimbursement or compensation by insurance or
otherwise, (b) by borrowing from commercial sources on reasonable commercial
terms to the extent that this borrowing would not itself cause a severe
financial hardship, (c) by cessation of deferrals under the Plan, or (d) by
liquidation of the Participant's other assets (including assets of the
Participant's spouse and minor children that are reasonably available to the
Participant) to the extent that this liquidation would not itself cause severe
financial hardship. For the purposes of the preceding sentence, the
Participant's resources shall be deemed to include those assets of his spouse
and minor children that are reasonably available to the Participant; however,
property held for the Participant's child under an irrevocable trust or under a
Uniform Gifts to Minors Act custodianship or Uniform Transfers to Minors Act
custodianship shall not be treated as a resource of the Participant. The Board
shall determine whether the circumstances of the Participant constitute an
unforeseeable emergency and thus a Hardship within the meaning of this Section.
Following a uniform procedure, the Board's determination shall consider any
facts or conditions deemed necessary or advisable by the Board, and the
Participant shall be required to submit any evidence of the Participant's
circumstances that the Board requires. The determination as to whether the
Participant'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 Section for
all Participants in similar circumstances.
2.25. "Inactive Participant" means each Participant (other than a Retired
Participant, Deceased Participant or Disabled Participant) who is not in active
service as an Outside Director and is not actively employed by a Participating
Company.
2.26. "Income Fund" means a hypothetical investment fund pursuant to which
income, gains and losses are credited to a Participant's Account as if the
Account, to the extent deemed invested in the Income Fund, were credited with
interest at the Applicable Interest Rate.
2.27. "Initial Election" means a written election on a form provided by the
Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which an Outside Director or an Eligible Employee may:
(a) Elect to defer all or any portion of the Compensation payable for
the performance of services as an Outside Director or as an Eligible Employee
following the time that such election is filed; and
(b) Designate the time of payment of the amount of deferred
Compensation to which the Initial Election relates.
-5-
2.28. "Insider" means an Eligible Employee or Outside Director who is
subject to the short-swing profit recapture rules of section 16(b) of the
Securities Exchange Act of 1934, as amended.
2.29. "New Key Employee" means each employee of a Participating Company:
(a) Hired on or after August 15, 1996, whose Annual Rate of Pay on
such employee's date of hire is $125,000 or more;
(b) Hired on or after June 21, 1999, who has a title at or above the
level of vice president and whose Annual Rate of Pay on such employee's date of
hire is $100,000 or more; and
(c) Who first becomes an Eligible Employee as a result of the
amendment of the Plan effective June 21, 1999.
2.30. "Normal Retirement" means:
(a) For a Participant who is an employee of a Participating Company
immediately preceding his termination of employment, a 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; and
(b) For a Participant who is an Outside Director immediately preceding
his termination of service, his normal retirement from the Board.
2.31. "Outside Director" means a member of the Board, who is not an
employee of a Participating Company.
2.32. "Participant" means each individual who has made an Initial Election,
and who has an undistributed amount credited to an Account under the Plan,
including an Active Participant, a Deceased Participant and an Inactive
Participant.
2.33. "Participating Company" means:
(a) The Company;
(b) Comcast Cable Communications, Inc. and its subsidiaries;
(c) Comcast International Holdings, Inc.;
(d) Comcast Online Communications, Inc.;
(e) Comcast Business Communications, Inc.; and
(f) Any other entities identified in the discretion of the Committee.
2.34. "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization.
-6-
2.35. "Plan" means the Comcast Corporation 1996 Deferred Compensation Plan,
as set forth herein, and as amended from time to time.
2.36. "Prime Rate" means the annual rate of interest identified by PNC Bank
as its prime rate as of a Participant's employment termination date and as of
the first day of each calendar year beginning thereafter.
2.37. "Prior Plan" means the Comcast Corporation Deferred Compensation
Plan.
2.38. "Retired Participant" means a Participant who has terminated service
pursuant to a Normal Retirement.
2.39. "Roberts Family" means each of the following:
(a) Brian L. Roberts;
(b) A lineal descendant of Brian L. Roberts; or
(c) A trust established for the benefit of any of Brian L. Roberts
and/or a lineal descendant or descendants of Brian L. Roberts.
2.40. "Severance Pay" means any amount identified by a Participating
Company as severance-pay, or any amount which is payable on account of periods
beginning after the last date on which an employee (or former employee) is
required to report for work for a Participating Company.
2.41. "Subsequent Election" means a written election on a form provided by
the Administrator, filed with the Administrator in accordance with Article 3,
pursuant to which a Participant or Beneficiary may elect to defer (or, in
limited cases, accelerate) the time of payment or to change the manner of
payment of amounts previously deferred in accordance with the terms of a
previously made Initial Election or Subsequent Election.
2.42. "Surviving Spouse" means the widow or widower, as the case may be, of
a Deceased Participant or a Deceased Beneficiary (as applicable).
2.43. "Terminating Event" means either of the following events:
(a) The liquidation of the Company; or
(b) A Change of Control.
2.44. "Third Party" means any Person, together with such Person's
Affiliates, provided that the term "Third Party" shall not include the Company,
an Affiliate of the Company or any member or members of the Roberts Family.
-7-
ARTICLE 3 - INITIAL AND SUBSEQUENT ELECTIONS
3.1. Elections.
(a) Initial Elections. Each Outside Director and Eligible Employee
shall have the right to defer all or any portion of the Compensation (including
bonuses, if any) that he would otherwise be entitled to receive in a calendar
year by filing an Initial Election at the time and in the manner described in
this Article 3; provided that Severance Pay shall be included as "Compensation"
for purposes of this Section 3.1 only to the extent permitted by the
Administrator in its sole discretion. The Compensation of such Outside Director
or Eligible Employee for a calendar year shall be reduced in an amount equal to
the portion of the Compensation deferred by such Outside Director or Eligible
Employee for such calendar year pursuant to such Outside Director's or Eligible
Employee's Initial Election. Such reduction shall be effected on a pro rata
basis from each periodic installment payment of such Outside Director's or
Eligible Employee's Compensation for the calendar year (in accordance with the
general pay practices of the Participating Company), and credited, as a
bookkeeping entry, to such Outside Director's or Eligible Employee's Account in
accordance with Section 5.1.
(b) Subsequent Elections. Each Participant or Beneficiary shall have
the right to elect to defer (or, in limited cases, accelerate) the time of
payment or to change the manner of payment of amounts previously deferred in
accordance with the terms of a previously made Initial Election pursuant to the
terms of the Plan by filing a Subsequent Election at the time, to the extent,
and in the manner described in this Article 3.
3.2. Filing of Initial Election: General. An Initial Election shall be made
on the form provided by the Administrator for this purpose. Except as provided
in Section 3.3, no such Initial Election shall be effective unless it is filed
with the Administrator on or before December 31 of the calendar year preceding
the calendar year to which the Initial Election applies.
3.3. Filing of Initial Election by New Key Employees. Notwithstanding
Section 3.1 and Section 3.2, a New Key Employee may elect to defer all or any
portion of his Compensation to be earned in the calendar year in which the New
Key Employee was employed, beginning with the payroll period next following the
filing of an Initial Election with the Administrator and before the close of
such calendar year by making and filing the Initial Election with the
Administrator within 30 days of such New Key Employee's date of hire. Any
Initial Election by such New Key Employee for succeeding calendar years shall be
made in accordance with Section 3.1 and Section 3.2.
3.4. Calendar Years to which Initial Election May Apply. A separate Initial
Election may be made for each calendar year as to which an Outside Director or
Eligible Employee desires to defer all or any portion of such Outside Director's
or Eligible Employee's Compensation. The failure of an Outside Director or
Eligible Employee to make an Initial Election for any calendar year shall not
affect such Outside Director's or Eligible Employee's right to make an Initial
Election for any other calendar year.
3.5. Initial Election of Distribution Date. Each Outside Director or
Eligible Employee shall, contemporaneously with an Initial Election, also elect
the time of payment of
-8-
the amount of the deferred Compensation to which such Initial Election relates;
provided, however, that, subject to acceleration pursuant to Section 3.6(d) or
(e), Section 3.7, Section 7.1, 7.2, or Article 8, no distribution may commence
earlier than January 2nd of the second calendar year beginning after the date
the Initial Election is filed with the Administrator, nor later than January 2nd
of the eleventh calendar year beginning after the date the Initial Election is
filed with the Administrator. Further, each Outside Director or Eligible
Employee may select with each Initial Election the manner of distribution in
accordance with Article 4.
3.6. Subsequent Elections.
(a) Active Participants. Each Active Participant, who has made an
Initial Election, or who has made a Subsequent Election, may elect to change the
manner of distribution or defer the time of payment of any part or all of such
Participant's Account for a minimum of two and a maximum of ten additional years
from the previously-elected payment date, by filing a Subsequent Election with
the Administrator on or before the close of business on June 30 of the calendar
year preceding the calendar year in which the lump-sum distribution or initial
installment payment would otherwise be made. The number of Subsequent Elections
under this Section 3.6(a) shall not be limited.
(b) Inactive Participants. The Committee may, in its sole and absolute
discretion, permit an Inactive Participant to make a Subsequent Election to
change the manner of distribution, or defer the time of payment of any part or
all of such Inactive Participant's Account for a minimum of two years and a
maximum of ten additional years from the previously-elected payment date, by
filing a Subsequent Election with the Administrator on or before the close of
business on June 30 of the calendar year preceding the calendar year in which
the lump-sum distribution or initial installment payment would otherwise be
made. The number of Subsequent Elections under this Section 3.6(b) shall be
determined by the Committee in its sole and absolute discretion.
(c) Surviving Spouses.
(i) General Rule. A Surviving Spouse who is a Deceased
Participant's Beneficiary may elect to change the manner of distribution, or
defer the time of payment, of any part or all of such Deceased Participant's
Account the payment of which would be made neither within six (6) months after,
nor within the calendar year of, the date of such election. Such election shall
be made by filing a Subsequent Election with the Administrator in which the
Surviving Spouse shall specify the change in the manner of distribution or the
change in the time of payment, which shall be no less than two nor more than ten
years from the previously-elected payment date, or such Surviving Spouse may
elect to defer payment until such Surviving Spouse's death. A Surviving Spouse
may make a total of two (2) Subsequent Elections under this Section 3.6(c)(i),
with respect to all or any part of the Deceased Participant's Account.
Subsequent Elections pursuant to this Section 3.6(c)(i) may specify different
changes with respect to different parts of the Deceased Participant's Account.
(ii) Exception. Notwithstanding the above Section 3.6(c)(i), a
Subsequent Election may be made by a Surviving Spouse within sixty (60) days of
the Deceased Participant's death; provided, however, such election may only be
made with respect to amounts
-9-
which would not be paid under the Deceased Participant's election as in effect
on the date of the Deceased Participant's death until a date which is at least
six (6) months from the Deceased Participant's date of death. Such election
shall be made by filing a Subsequent Election with the Administrator in which
the Surviving Spouse shall specify the change in the manner of distribution or
the change in the time of payment, which shall be no less than two (2) nor more
than ten (10) years from the previously-elected payment date, or such Surviving
Spouse may elect to defer payment until such Surviving Spouse's death. A
Surviving Spouse may only make one (1) Subsequent Election under this Section
3.6(c)(ii) with respect to all or any part of the Deceased Participant's
Account. Such Surviving Spouse may, however, make one additional Subsequent
Election under Section 3.6(c)(i) in accordance with the terms of Section
3.6(c)(i). The one (1) Subsequent Election permitted under this Section
3.6(c)(ii) may specify different changes for different parts of the Deceased
Participant's Account.
(d) Beneficiary of a Deceased Participant Other Than a Surviving
Spouse.
(i) General Rule. A Beneficiary of a Deceased Participant (other
than a Surviving Spouse) may elect to change the manner of distribution, or
defer the time of payment, of any part or all of such Deceased Participant's
Account the payment of which would be made neither within six (6) months after,
nor within the calendar year of, the date of such election. Such election shall
be made by filing a Subsequent Election with the Administrator in which the
Beneficiary shall specify the change in the manner of distribution or the change
in the time of payment, which shall be no less than two (2) nor more than ten
(10) years from the previously-elected payment date. A Beneficiary may make one
(1) Subsequent Election under this Section 3.6(d)(i), with respect to all or any
part of the Deceased Participant's Account. Subsequent Elections pursuant to
this Section 3.6(d)(i) may specify different changes for different parts of the
Deceased Participant's Account.
(ii) Exception. Notwithstanding the above Section 3.6(d)(i), a
Subsequent Election may be made by a Beneficiary within sixty (60) days of the
Deceased Participant's death; provided, however, such election may only be made
with respect to amounts which would not be paid under the Deceased Participant's
election as in effect on the date of the Deceased Participant's death until a
date which is at least six (6) months from the Deceased Participant's date of
death. Such election shall be made by filing a Subsequent Election with the
Administrator in which the Beneficiary shall specify the change in the manner of
distribution or the change in the time of payment, which shall be no less than
two (2) nor more than ten (10) years from the previously-elected payment date. A
Beneficiary may make one (1) Subsequent Election under this Section 3.6(d)(ii)
with respect to all or any part of the Deceased Participant's Account.
Subsequent Elections pursuant to this Section 3.6(d)(ii) may specify different
changes for different parts of the Deceased Participant's Account.
(e) Other Deferral and Acceleration by a Beneficiary. Any Beneficiary
(other than a Surviving Spouse who has made a Subsequent Election under Section
3.6(c) or a Beneficiary who has made a Subsequent Election under Section 3.6(d))
may elect to change the manner of distribution from the manner of distribution
in which payment of a Deceased Participant's Account would otherwise be made,
and
-10-
(i) Defer the time of payment of any part or all of the Deceased
Participant's Account or deceased Beneficiary's Account for one additional year
from the date a payment would otherwise be made or begin (provided that if a
Subsequent Election is made pursuant to this Section 3.6(e)(i), the Deceased
Participant's Account or deceased Beneficiary's Account shall be in all events
distributed in full on or before the fifth anniversary of the Deceased
Participant's or a deceased Beneficiary's death); or
(ii) Accelerate the time of payment of a Deceased Participant's
Account or deceased Beneficiary's Account from the date or dates that payment
would otherwise be made or begin to the date that is the later of (A) six (6)
months after the date of the Deceased Participant's or deceased Beneficiary's
death and (B) January 2nd of the calendar year beginning after the Deceased
Participant's or deceased Beneficiary's death, provided that if a Subsequent
Election is made pursuant to this Section 3.6(e)(ii), the Deceased Participant's
Account or deceased Beneficiary's Account shall be distributed in full on such
accelerated payment date.
A Subsequent Election pursuant to this Section 3.6(e) must be filed with the
Administrator within one hundred and twenty (120) days following the Deceased
Participant's or deceased Beneficiary's death. One and only one Subsequent
Election shall be permitted pursuant to this Section 3.6(e) with respect to a
Deceased Participant's Account or deceased Beneficiary's Account, although if
such Subsequent Election is filed pursuant to Section 3.6(e)(i), it may specify
different changes for different parts of the Account.
(f) Disabled Participant. A Disabled Participant (who has not been
permitted to make a Subsequent Election under Section 3.6(h)) may elect to
change the form of distribution from the form of distribution that the payment
of the Disabled Participant's Account would otherwise be made and may elect to
accelerate the time of payment of the Disabled Participant's Account from the
date payment would otherwise be made to January 2nd of the calendar year
beginning after the Participant became disabled. A Subsequent Election pursuant
to this Section 3.6(f) must be filed with the Administrator on or before the
close of business on the later of (i) the June 30 following the date the
Participant becomes a Disabled Participant if the Participant becomes a Disabled
Participant on or before May 1 of a calendar year; (ii) the 60th day following
the date the Participant becomes a Disabled Participant if the Participant
becomes a Disabled Participant after May 1 and before November 2 of a calendar
year or (iii) the December 31 following the date the Participant becomes a
Disabled Participant if the Participant becomes a Disabled Participant after
November 1 of a calendar year.
(g) Retired Participant. A Retired Participant (who has not been
permitted to make a Subsequent Election under Section 3.6(h)) may elect to
change the form of distribution from the form of distribution that payment of
the Retired Participant's Account would otherwise be made and may elect to defer
the time of payment of the Retired Participant's Account for a minimum of two
additional years from the date payment would otherwise be made (provided that if
a Subsequent Election is made pursuant to this Section 3.6(g), the Retired
Participant's Account shall be distributed in full on or before the fifth
anniversary of the Retired Participant's Normal Retirement). A Subsequent
Election pursuant to this Section 3.6(g) must be filed with the Administrator on
or before the close of business on the later of (i) the June 30 following the
Participant's Normal Retirement on or before May 1 or a calendar year, (ii) the
60th day following the Participant's Normal Retirement after May 1 and before
November 2 of a calendar
-11-
year or (iii) the December 31 following the Participant's Normal Retirement
after November 1 of a calendar year.
(h) Retired Participants and Disabled Participants. The Committee may,
in its sole and absolute discretion, permit a Retired Participant or a Disabled
Participant to make a Subsequent Election to change the form of distribution
that the payment of the Retired Participant's account would otherwise be made or
to defer the time of payment of any part or all of such Retired or Disabled
Participant's Account for a minimum of two years and a maximum of ten additional
years from the previously-elected payment date, by filing a Subsequent Election
with the Administrator on or before the close of business on June 30 of the
calendar year preceding the calendar year in which the lump-sum distribution or
initial installment payment would otherwise be made. The number of Subsequent
Elections under this Section 3.6(h) shall be determined by the Committee in its
sole and absolute discretion.
(i) Most Recently Filed Initial Election or Subsequent Election
Controlling. Subject to acceleration pursuant to Section 3.6(e) or 3.6(f),
Section 3.7 or Section 7.1, no distribution of the amounts deferred by a
Participant for any calendar year shall be made before the payment date
designated by the Participant or Beneficiary on the most recently filed Initial
Election or Subsequent Election with respect to each deferred amount.
3.7. Distribution in Full Upon Terminating Event. The Company shall give
Participants at least thirty (30) days notice (or, if not practicable, such
shorter notice as may be reasonably practicable) prior to the anticipated date
of the consummation of a Terminating Event. The Committee may, in its
discretion, provide in such notice that notwithstanding any other provision of
the Plan or the terms of any Initial Election or Subsequent Election, upon the
consummation of a Terminating Event, the Account balance of each Participant
shall be distributed in full and any outstanding Initial Elections or Subsequent
Elections shall be revoked.
3.8. Withholding and Payment of Death Taxes.
(a) Notwithstanding any other provisions of this Plan to the contrary,
including but not limited to the provisions of Article 3 and Article 7, or any
Initial or Subsequent Election filed by a Deceased Participant or a Deceased
Participant's Beneficiary (for purposes of this Section, the "Decedent"), the
Administrator shall apply the terms of Section 3.8(b) to the Decedent's Account
unless the Decedent affirmatively has elected, in writing, filed with the
Administrator, to waive the application of Section 3.8(b).
(b) Unless the Decedent affirmatively has elected, pursuant to Section
3.8(a), that the terms of this Section 3.8(b) not apply:
(i) The Administrator shall prohibit the Decedent's Beneficiary
from taking any action under any of the provisions of the Plan with regard to
the Decedent's Account other than the Beneficiary's making of a Subsequent
Election pursuant to Section 3.6;
(ii) The Administrator shall defer payment of the Decedent's
Account until the later of the Death Tax Clearance Date and the payment date
designated in the Decedent's Initial Election or Subsequent Election;
-12-
(iii) The Administrator shall withdraw from the Decedent's Account
such amount or amounts as the Decedent's Personal Representative shall certify
to the Administrator as being necessary to pay the Death Taxes apportioned
against the Decedent's Account; the Administrator shall remit the amounts so
withdrawn to the Personal Representative, who shall apply the same to the
payment of the Decedent's Death Taxes, or the Administrator may pay such amounts
directly to any taxing authority as payment on account of Decedent's Death
Taxes, as the Administrator elects;
(iv) If the Administrator makes a withdrawal from the Decedent's
Account to pay the Decedent's Death Taxes and such withdrawal causes the
recognition of income to the Beneficiary, the Administrator shall pay to the
Beneficiary from the Decedent's Account, within thirty (30) days of the
Beneficiary's request, the amount necessary to enable the Beneficiary to pay the
Beneficiary's income tax liability resulting from such recognition of income;
additionally, the Administrator shall pay to the Beneficiary from the Decedent's
Account, within thirty (30) days of the Beneficiary's request, such additional
amounts as are required to enable the Beneficiary to pay the Beneficiary's
income tax liability attributable to the Beneficiary's recognition of income
resulting from a distribution from the Decedent's Account pursuant to this
Section 3.8(b)(iv);
(v) Amounts withdrawn from the Decedent's Account by the
Administrator pursuant to Sections 3.8(b)(iii) and 3.8(b)(iv) shall be withdrawn
from the portions of Decedent's Account having the earliest distribution dates
as specified in Decedent's Initial Election or Subsequent Election; and
(vi) Within a reasonable time after the later to occur of the
Death Tax Clearance Date and the payment date designated in the Decedent's
Initial Election or Subsequent Election, the Administrator shall pay the
Decedent's Account to the Beneficiary.
ARTICLE 4 - MANNER OF DISTRIBUTION
4.1. Manner of Distribution. Amounts credited to an Account shall be
distributed, pursuant to an Initial Election or Subsequent Election in either
(a) a lump sum payment or (b) substantially equal annual installments over a
five (5), ten (10) or fifteen (15) year period or (c) substantially equal
monthly installments over a period not exceeding fifteen (15) years.
Notwithstanding any Initial Election or Subsequent Election to the contrary,
distributions pursuant to Initial Elections or Subsequent Elections made after
December 10, 1996 shall be made in one lump sum payment unless the portion of a
Participant's Account subject to distribution, as of both the date of the
Initial Election or Subsequent Election and the benefit commencement date, is
more than $10,000.
4.2. Determination of Account Balances for Purposes of Distribution. The
amount of any distribution made pursuant to Section 4.1 shall be based on the
balances in the Participant's Account on the date of distribution. For this
purpose, the balance in a Participant's Account shall be calculated by crediting
income, gains and losses under the Company Stock Fund and Income Fund, as
applicable, through the date immediately preceding the date of distribution.
-13-
ARTICLE 5 - BOOK ACCOUNTS
5.1. Deferred Compensation Account. A deferred Compensation Account shall
be established for each Outside Director and Eligible Employee when such Outside
Director or Eligible Employee becomes a Participant. The balance of each
Participant's Account as of January 1, 1997 shall include the balance of such
Participant's account under the Prior Plan as of December 31, 1996. Compensation
deferred pursuant to the Plan shall be credited to the Account on the date such
Compensation would otherwise have been payable to the Participant. Income, gains
and losses on the balance of the Account shall be credited to the Account as
provided in Section 5.2.
5.2. Crediting of Income, Gains and Losses on Accounts.
(a) In General. Except as otherwise provided in this Section 5.2, the
Administrator shall credit income, gains and losses with respect to each
Participant's Account as if it were invested in the Income Fund.
(b) Investment Fund Elections.
(i) Each Active Participant, other than an Active Participant who
is an Insider, may elect to have all or any portion of his Account (to the
extent credited through the December 31 preceding the effective date of such
election) credited with income, gains and losses as if it were invested in the
Company Stock Fund or the Income Fund.
(ii) An investment fund election shall continue in effect until
revoked or superseded, provided that notwithstanding any investment fund
election to the contrary, as of the valuation date (as determined under Section
4.2) for the distribution of all or any portion of a Participant's Account that
is subject to distribution in the form of installments described in Section
4.1(b) or (c), such Account, or portion thereof, shall be deemed invested in the
Income Fund (and transferred from the Company Stock Fund to the Income Fund, to
the extent necessary) until such Account, or portion thereof, is distributed in
full.
(iii) In the absence of an effective election, a Participant shall
be deemed to have elected to have the Account credited with income, gains and
losses as if it were invested in the Income Fund.
(iv) Investment fund elections under this Section 5.2(b) shall be
effective as of the first day of each calendar year beginning on and after
January 1, 1997, provided that the election is filed with the Committee on or
before the close of business on December 31 of the calendar year preceding such
calendar year. An Active Participant may only make an investment fund election
with respect to the Participant's accumulated Account as of December 31, and not
with respect to Compensation to be deferred for a calendar year.
(v) If an Active Participant who was not an Insider becomes an
Insider, then, notwithstanding the foregoing, such Active Participant may elect
to transfer the portion of his Account, if any, deemed invested in the Company
Stock Fund to be deemed invested in the Income Fund, effective as of the first
day of any calendar month beginning after such Active Participant becomes an
Insider.
-14-
(vi) If a Participant ceases to continue in service as an Active
Participant, then, notwithstanding any election to the contrary, such
Participant's Account shall be deemed invested in the Income Fund, effective as
of the first day of any calendar year beginning after such Participant ceases to
continue in service as an Active Participant.
(c) Timing of Credits. Compensation deferred pursuant to the Plan
shall be deemed invested in the Income Fund on the date such Compensation would
otherwise have been payable to the Participant. Accumulated Account balances
subject to an investment fund election under Section 5.2(b) shall be deemed
invested in the applicable investment fund as of the effective date of such
election. The value of amounts deemed invested in the Company Stock Fund shall
be based on hypothetical purchases and sales of Company Stock at Fair Market
Value as of the effective date of an investment election.
5.3. Status of Deferred Amounts. Regardless of whether or not the Company
is a Participant's employer, all Compensation deferred under this Plan shall
continue for all purposes to be a part of the general funds of the Company.
5.4. Participants' Status as General Creditors. Regardless of whether or
not the Company is a Participant's employer, an Account shall at all times
represent a general obligation of the Company. The Participant 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 the Participant's Accounts.
Nothing contained herein shall be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind. Nothing contained herein shall be
construed to eliminate any priority or preferred position of a Participant in a
bankruptcy matter with respect to claims for wages.
ARTICLE 6 - NONALIENATION OF BENEFITS
Except as otherwise required by applicable law, the right of any
Participant or Beneficiary to any benefit or interest under any of the
provisions of this Plan shall not be subject to encumbrance, attachment,
execution, garnishment, assignment, pledge, alienation, sale, transfer, or
anticipation, either by the voluntary or involuntary act of any Participant or
any Participant's Beneficiary or by operation of law, nor shall such payment,
right, or interest be subject to any other legal or equitable process.
ARTICLE 7 - DEATH OF PARTICIPANT
7.1. Death of Participant. A Deceased Participant's Account shall be
distributed in accordance with the last Initial Election or Subsequent Election
made by the Deceased Participant before the Deceased Participant's death, unless
the Deceased Participant's Surviving Spouse or other Beneficiary timely elects
to accelerate or defer the time or change the manner of payment pursuant to
Section 3.6.
7.2. Designation of Beneficiaries. Each Participant and Beneficiary shall
have the right to designate one or more Beneficiaries to receive distributions
in the event of the Participant's or Beneficiary's death by filing with the
Administrator a Beneficiary designation on the form provided by the
Administrator for such purpose. The designation of a Beneficiary or
Beneficiaries may be changed by a Participant or Beneficiary at any time prior
to such
-15-
Participant's or Beneficiary's death by the delivery to the Administrator of a
new Beneficiary designation form.
ARTICLE 8 - HARDSHIP DISTRIBUTIONS
Notwithstanding the terms of an Initial Election or Subsequent Election,
if, at the Participant's request, the Board determines that the Participant has
incurred a Hardship, the Board may, in its discretion, authorize the immediate
distribution of all or any portion of the Participant's Account.
ARTICLE 9 - INTERPRETATION
9.1. Authority of Committee. The Committee shall have full and exclusive
authority to construe, interpret and administer this Plan and the Committee's
construction and interpretation thereof shall be binding and conclusive on all
persons for all purposes.
9.2. Claims Procedure. An individual (hereinafter referred to as the
"Applicant," which reference shall include the legal representative, if any, of
the individual) does not receive timely payment of benefits to which the
Applicant believes he is entitled under the Plan, the Applicant may make a claim
for benefits in the manner hereinafter provided.
An Applicant may file a claim for benefits with the Administrator on a form
supplied by the Administrator. If the Administrator wholly or partially denies a
claim, the Administrator shall provide the Applicant with a written notice
stating:
(a) The specific reason or reasons for the denial;
(b) Specific reference to pertinent Plan provisions on which the
denial is based;
(c) A description of any additional material or information necessary
for the Applicant to perfect the claim and an explanation of why such material
or information is necessary; and
(d) Appropriate information as to the steps to be taken in order to
submit a claim for review.
Written notice of a denial of a claim shall be provided within 90 days of the
receipt of the claim, provided that if special circumstances require an
extension of time for processing the claim, the Administrator may notify the
Applicant in writing that an additional period of up to 90 days will be required
to process the claim.
If the Applicant's claim is denied, the Applicant shall have 60 days from
the date of receipt of written notice of the denial of the claim to request a
review of the denial of the claim by the Administrator. Request for review of
the denial of a claim must be submitted in writing. The Applicant shall have the
right to review pertinent documents and submit issues and comments to the
Administrator in writing. The Administrator shall provide a written decision
within 60 days of its receipt of the Applicant's request for review, provided
that if special
-16-
circumstances require an extension of time for processing the review of the
Applicant's claim, the Administrator may notify the Applicant in writing that an
additional period of up to 60 days shall be required to process the Applicant's
request for review.
It is intended that the claims procedures of this Plan be administered in
accordance with the claims procedure regulations of the Department of Labor set
forth in 29 CFR ss. 2560.503-1.
Claims for benefits under the Plan must be filed with the Administrator at
the following address:
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102
Attention: General Counsel
ARTICLE 10 - AMENDMENT OR TERMINATION
10.1. Amendment or Termination. Except as otherwise provided by Section
10.2, the Company, by action of the Board or by action of the Committee,
reserves the right at any time, or from time to time, to amend or modify this
Plan. The Company, by action of the Board, reserves the right at any time to
terminate this Plan.
10.2. Amendment of Rate of Credited Earnings. No amendment shall change the
Applicable Interest Rate with respect to the portion of a Participant's Account
that is attributable to an Initial Election or Subsequent Election made with
respect to Compensation earned in a calendar year and filed with the
Administrator before the date of adoption of such amendment by the Board. For
purposes of this Section 10.2, a Subsequent Election to defer the payment of
part or all of an Account for an additional period after a previously-elected
payment date (as described in Section 3.6) shall be treated as a separate
Subsequent Election from any previous Initial Election or Subsequent Election
with respect to such Account.
ARTICLE 11 - WITHHOLDING OF TAXES
Whenever the Participating Company is required to credit deferred
Compensation to the Account of a Participant, the Participating Company shall
have the right to require the Participant to remit to the Participating Company
an amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the date on which the deferred Compensation shall be
deemed credited to the Account of the Participant, or take any action whatever
that it deems necessary to protect its interests with respect to tax
liabilities. The Participating Company's obligation to credit deferred
Compensation to an Account shall be conditioned on the Participant's compliance,
to the Participating Company's satisfaction, with any withholding requirement.
To the maximum extent possible, the Participating Company shall satisfy all
applicable withholding tax requirements by withholding tax from other
Compensation payable by the Participating Company to the Participant, or by the
Participant's delivery of cash to the Participating Company in an amount equal
to the applicable withholding tax.
-17-
ARTICLE 12 - MISCELLANEOUS PROVISIONS
12.1. No Right to Continued Employment. Nothing contained herein shall be
construed as conferring upon any Participant the right to remain in service as
an Outside Director or in the employment of a Participating Company as an
executive or in any other capacity.
12.2. Expenses of Plan. All expenses of the Plan shall be paid by the
Participating Companies.
12.3. Gender and Number. Whenever any words are used herein in any specific
gender, they shall be construed as though they were also used in any other
applicable gender. The singular form, whenever used herein, shall mean or
include the plural form, and vice versa, as the context may require.
12.4. Law Governing Construction. The construction and administration of
the Plan and all questions pertaining thereto, shall be governed by the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and other
applicable federal law and, to the extent not governed by federal law, by the
laws of the Commonwealth of Pennsylvania.
12.5. Headings Not a Part Hereof. Any headings preceding the text of the
several Articles, Sections, subsections, or paragraphs hereof are inserted
solely for convenience of reference and shall not constitute a part of the Plan,
nor shall they affect its meaning, construction, or effect.
12.6. Severability of Provisions. If any provision of this Plan is
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provision determined to be void.
ARTICLE 13 - EFFECTIVE DATE
The effective date of this amendment and restatement of the Plan shall be
December 19, 2000.
IN WITNESS WHEREOF, COMCAST CORPORATION has caused this Plan to be executed
by its officers thereunto duly authorized, and its corporate seal to be affixed
hereto, as of the 19th day of December, 2000.
COMCAST CORPORATION
BY:
--------------------------------------
ATTEST:
-----------------------------------------
-18-
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950159-01-000150 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 27, 1:55:14.1am ET 
