Comcast 2009 Annual Report Download - page 105
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(c) Meetings . The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority
of the members of the Committee or acts approved by the unanimous consent of the members of the Committee shall be the valid acts of the
Committee.
(d) Exculpation . No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take
any action in connection with the administration of the Plan or the granting of Options thereunder unless (i) the member of the Committee has
breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however , that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the
Committee pursuant to any criminal statute.
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8
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(ii) Senior Officers and Highly Compensated Employees . The Committee may delegate to a committee consisting of the Chairman of
the Committee and one or more officers of the Company designated by the Committee, discretion under the Plan to grant, amend,
interpret and administer Options with respect to any employee or officer of a Company who (x) holds a position with Comcast
Corporation of Senior Vice President or a position of higher rank than Senior Vice President or (y) has a base salary of $500,000 or
more.
(iii)
Other Employees
. The Committee may delegate to an officer of the Company, or a committee of two or more officers of the
Company, discretion under the Plan to grant, amend, interpret and administer Options with respect to any employee or officer of a
Company other than an employee or officer described in Paragraph 5(b)(i) or Paragraph 5(b)(ii).
(iv) Termination of Delegation of Authority . Delegation of authority as provided under this Paragraph 5(b) shall continue in effect until
the earliest of:
(A)
such time as the Committee shall, in its discretion, revoke such delegation of authority;
(B) in the case of delegation under Paragraph 5(b)(ii), the delegate shall cease to serve as Chairman of the Committee or serve as
an employee of the Company for any reason, as the case may be and in the case of delegation under Paragraph 5(b)(iii), the
delegate shall cease to serve as an employee of the Company for any reason; or
(C)
the delegate shall notify the Committee that he declines to continue to exercise such authority.