Comcast 2009 Annual Report Download - page 113

The Committee shall have the power to interpret the Plan and to make and amend rules for putting it into effect and administering it. It is
intended that the Incentive Stock Options granted under the Plan shall constitute incentive stock options within the meaning of section 422 of the
Code, and that Shares transferred pursuant to the exercise of Non-Qualified Options shall constitute property subject to federal income tax
pursuant to the provisions of section 83 of the Code. The provisions of the Plan shall be interpreted and applied insofar as possible to carry out
such intent.
(a) In General . The Board or the Committee may amend the Plan from time to time in such manner as it may deem advisable.
Nevertheless, neither the Board nor the Committee may, without obtaining approval within twelve months before or after such action by such
vote of the Sponsor’s shareholders as may be required by Pennsylvania law for any action requiring shareholder approval, or by a majority of
votes cast at a duly held shareholders’ meeting at which a majority of all voting stock is present and voting on such amendment, either in person
or in proxy (but not, in any event, less than the vote required pursuant to Rule 16b-3(b) under the 1934 Act) change the class of individuals
eligible to receive an Incentive Stock Option, extend the expiration date of the Plan, decrease the minimum option price of an Incentive Stock
Option granted under the Plan or increase the maximum number of shares as to which Options may be granted, except as provided in Paragraph
10 hereof.
(b) Repricing of Options . Notwithstanding any provision in the Plan to the contrary, neither the Board nor the Committee may, without
obtaining prior approval by the Sponsor’s shareholders, reduce the option price of any issued and outstanding Option granted under the Plan at
any time during the term of such option (other than by adjustment pursuant to Paragraph 10 relating to Changes in Capitalization). This
Paragraph 13(b) may not be repealed, modified or amended without the prior approval of the Sponsor’s shareholders.
(a) In General . The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the 1933 Act or the 1934 Act, including Rule 16b-3 (or any similar rule) of the
Securities and Exchange Commission.
(b) Acknowledgment of Securities Law Restrictions on Exercise
. To the extent required by the Committee, unless the Shares subject to the
Option are covered by a then current registration statement or a Notification under Regulation A under the 1933 Act, each notice of exercise of
an Option shall contain the Optionee’s acknowledgment in form and substance satisfactory to the Committee that:
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12.
INTERPRETATION
13.
AMENDMENTS
14.
SECURITIES LAW
(i)
the Shares subject to the Option are being purchased for investment and not for distribution or resale (other than a distribution or
resale which, in the opinion of counsel satisfactory to the Sponsor, may be made without violating the registration provisions of the
Act);