Comcast 2009 Annual Report Download - page 114

(c) Delay of Exercise Pending Registration of Securities
. Notwithstanding any provision in the Plan or an option document to the contrary,
if the Committee determines, in its sole discretion, that issuance of Shares pursuant to the exercise of an Option should be delayed pending
registration or qualification under federal or state securities laws or the receipt of a legal opinion that an appropriate exemption from the
application of federal or state securities laws is available, the Committee may defer exercise of any Option until such Shares are appropriately
registered or qualified or an appropriate legal opinion has been received, as applicable.
(a) Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of an Option, the Company
shall have the right to (i) require the recipient to remit to the Sponsor an amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (ii) take any action whatever that it deems
necessary to protect its interests with respect to tax liabilities. The Sponsor’s obligation to make any delivery or transfer of Shares on the
exercise of an Option shall be conditioned on the recipient’s compliance, to the Sponsor’s satisfaction, with any withholding requirement. In
addition, if the Committee grants Options or amends option documents to permit Options to be transferred during the life of the Optionee, the
Committee may include in such option documents such provisions as it determines are necessary or appropriate to permit the Company to deduct
compensation expenses recognized upon exercise of such Options for federal or state income tax purposes.
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(ii) the Optionee has been advised and understands that (A) the Shares subject to the Option have not been registered under the 1933 Act
and are “restricted securities” within the meaning of Rule 144 under the 1933 Act and are subject to restrictions on transfer and
(B) the Sponsor is under no obligation to register the Shares subject to the Option under the 1933 Act or to take any action which
would make available to the Optionee any exemption from such registration;
(iii)
the certificate evidencing the Shares may bear a restrictive legend; and
(iv)
the Shares subject to the Option may not be transferred without compliance with all applicable federal and state securities laws.
15.
WITHHOLDING OF TAXES ON EXERCISE OF OPTION