Comcast 2009 Annual Report Download - page 109

(e) Issuance of Certificate Upon Exercise of Options; Payment of Cash . For purposes of the Plan, the Sponsor may satisfy its obligation to
deliver Shares following the exercise of Options either by (i) delivery of a physical certificate for Shares issuable on the exercise of Options or
(ii) arranging for the recording of Optionee’s ownership of Shares issuable on the exercise of Options on a book entry recordkeeping system
maintained on behalf of the Sponsor. Only whole Shares shall be issuable upon exercise of Options. No fractional Shares shall be issued. Any
right to a fractional Share shall be satisfied in cash. Following the exercise of an Option and the satisfaction of the conditions of Paragraph 9, the
Sponsor shall deliver to the Optionee the number of whole Shares issuable on the exercise of an Option and a check for the Fair Market Value on
the date of exercise of any fractional Share to which the Optionee is entitled.
(f) Termination of Employment
. For purposes of the Plan, a transfer of an employee between two employers, each of which is a Company,
shall not be deemed a termination of employment. For purposes of Paragraph 7(g), an Optionee’s termination of employment shall be deemed to
occur on the date an Optionee ceases to have a regular obligation to perform services for a Company, without regard to whether (i) the Optionee
continues on the Company’s payroll for regular, severance or other pay or (ii) the Optionee continues to participate in one or more health and
welfare plans maintained by the Company on the same basis as active employees. Whether an Optionee ceases to have a regular obligation to
perform services for a Company shall be determined by the Committee in its sole discretion. Notwithstanding the foregoing, if an Optionee is a
party to an employment agreement or severance agreement with a Company which establishes the effective date of such Optionee’s termination
of employment for purposes of this Paragraph 7(f), that date shall apply. For an Optionee who is a Non-Employee Director, all references to any
termination of employment shall be treated as a termination of service to the Sponsor as a Non-Employee Director.
(g) Periods of Exercise of Options . An Option shall be exercisable in whole or in part at such time or times as may be determined by the
Committee and stated in the option document, provided, however, that if the grant of an Option would be subject to section 16(b) of the 1934
Act, unless the requirements for exemption therefrom in Rule 16b-3(c)(1), under such Act, or any successor provision, are met, the option
document for such Option shall provide that such Option is not exercisable until not less than six months have elapsed from the Date of Grant.
Except as otherwise provided by the Committee in its discretion, no Option shall first become exercisable following an Optionee’
s termination of
employment for any reason; provided further, that:
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(i)
In the event that an Optionee terminates employment with the Company for any reason other than death or Cause, any Option held by
such Optionee and which is then exercisable shall be exercisable for a period of 90 days following the date the Optionee terminates
employment with the Company (unless a longer period is established by the Committee); provided, however, that if such termination
of employment with the Company is due to the Disability of the Optionee, he shall have the right to exercise those