Comcast 2009 Annual Report Download - page 104

(b) Limit on Grant of Options
. The maximum number of Shares for which Options may be granted to any single individual in any calendar
year, adjusted as provided in Paragraph 10, shall be 15,000,000 Shares.
(a) Subject to adjustment as provided in Paragraph 10, not more than 189 million Shares in the aggregate may be issued pursuant to the
Plan upon exercise of Options. Shares delivered pursuant to the exercise of an Option may, at the Sponsor’s option, be either treasury Shares or
Shares originally issued for such purpose.
(b) If an Option covering Shares terminates or expires without having been exercised in full, other Options may be granted covering the
Shares as to which the Option terminated or expired.
(c) For Options exercised after December 31, 2008, if (i) the Sponsor withholds Shares to satisfy its minimum tax withholding
requirements as provided in Paragraph 15(b) and Paragraph 15(c) or (ii) an Option covering Shares is exercised pursuant to the cashless exercise
provisions of Paragraph 7(d)(iv), other Options may not be granted covering the Shares so withheld to satisfy the Sponsor’s minimum tax
withholding requirements or covering the Shares that were subject to such Option but not delivered because of the application of such cashless
exercise provisions, as applicable. In addition, for the avoidance of doubt, Options may not be granted covering Shares repurchased by the
Sponsor on the open market with proceeds, if any, received by the Sponsor on account of the payment of the option price for an Option by
Optionees.
(a) Committee . The Plan shall be administered by the Compensation Committee of the Board or any other committee or subcommittee
designated by the Board, provided that the committee administering the Plan is composed of two or more non-employee members of the Board,
each of whom is an Outside Director.
(b) Delegation of Authority .
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4.
SHARES SUBJECT TO PLAN
5.
ADMINISTRATION OF PLAN
(i)
Named Executive Officers and Section 16(b) Officers
. All authority with respect to the grant, amendment, interpretation and
administration of Options with respect to any employee or officer of a Company who is either (x) a Named Executive Officer ( i.e. ,
an officer who is required to be listed in the Company’s Proxy Statement Compensation Table) or (y) is subject to the short-swing
profit recapture rules of section 16(b) of the 1934 Act, is reserved to the Committee.