Comcast 2009 Annual Report Download - page 141

under the E! Non-Grandfathered Plan shall be subject to the terms and conditions of this Plan. An individual whose E! Non-Grandfathered
Plan Account is held under the Plan as a result of the merger of the E! Non-Grandfathered Plan with and into this Plan shall be a
participant in this Plan only for purposes of the such Account, unless such individual is otherwise eligible to participate in the Plan and an
Account under the Plan has been established for such individual’s benefit.
1.2. Reservation of Right to Amend to Comply with Section 409A . In addition to the powers reserved to the Board and the
Committee under Article 10 of the Plan, the Board and the Committee reserve the right to amend the Plan, either retroactively or prospectively,
in whatever respect is required to achieve and maintain compliance with the requirements of the Section 409A.
1.3. Plan Unfunded and Limited to Outside Directors and Select Group of Management or Highly Compensated Employees . The
Plan is unfunded and is maintained primarily for the purpose of providing outside directors and a select group of management or highly
compensated employees the opportunity to defer the receipt of compensation otherwise payable to such outside directors and eligible employees
in accordance with the terms of the Plan.
ARTICLE 2 – DEFINITIONS
2.1. “ Account ” means the bookkeeping accounts established pursuant to Section 5.1 and maintained by the Administrator in the
names of the respective Participants, to which all amounts deferred and earnings allocated under the Plan shall be credited, and from which all
amounts distributed pursuant to the Plan shall be debited.
2.2. “ Active Participant ” means:
(a) Each Participant who is in active service as an Outside Director; and
(b) Each Participant who is actively employed by a Participating Company as an Eligible Employee.
2.3. “ Administrator ” means the Committee.
2.4. “ Affiliate ”
means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition, the term “control,” including its correlative terms “controlled by” and
“under common control with,” mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
2.5. “ Annual Rate of Pay ” means, as of any date, an employee’s annualized base pay rate. An employee’s Annual Rate of Pay shall
not include sales commissions or other similar payments or awards.
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