Comcast 2009 Annual Report Download - page 143

consolidation, reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Company. In such event,
the Committee shall make appropriate equitable anti-dilution adjustments to the number and class of hypothetical shares of Company Stock
credited to Participants’ Accounts under the Company Stock Fund. Any reference to the term “Company Stock” in the Plan shall be a reference
to the appropriate number and class of shares of stock as adjusted pursuant to this Section 2.13. The Committee’s adjustment shall be effective
and binding for all purposes of the Plan.
2.14. “ Company Stock Fund ” means a hypothetical investment fund pursuant to which income, gains and losses are credited to a
Participant’s Account as if the Account, to the extent deemed invested in the Company Stock Fund, were invested in hypothetical shares of
Company Stock, and all dividends and other distributions paid with respect to Company Stock were held uninvested in cash, and reinvested in
additional hypothetical shares of Company Stock as of the next succeeding December 31, based on the Fair Market Value of the Company Stock
for such December 31, provided that dividends and other distributions paid with respect to Company Stock after December 31, 2007 shall be
deemed to be reinvested in additional hypothetical shares of Company Stock as of the payment date for such dividends and other distributions,
based on the Fair Market Value of Company Stock as of such payment date.
2.15. “ Compensation ” means:
(a) In the case of an Outside Director, the total remuneration payable in cash or payable in Company Stock (as elected by the Outside
Director pursuant to the Comcast Corporation 2002 Director Compensation Plan) for services as a member of the Board and as a member
of any Committee of the Board; and
(b) In the case of an Eligible Employee, the total cash remuneration for services payable by a Participating Company, excluding
(i) Severance Pay, (ii) sales commissions or other similar payments or awards and (iii) bonuses earned under any program designated by
the Company’s Programming Division as a “long-term incentive plan.”
2.16. “ Death Tax Clearance Date ” means the date upon which a Deceased Participant’s or a deceased Beneficiary’s Personal
Representative certifies to the Administrator that (i) such Deceased Participant’s or deceased Beneficiary’s Death Taxes have been finally
determined, (ii) all of such Deceased Participant’s or deceased Beneficiary’s Death Taxes apportioned against the Deceased Participant’s or
deceased Beneficiary’s Account have been paid in full and (iii) all potential liability for Death Taxes with respect to the Deceased Participant’s
or deceased Beneficiary’s Account has been satisfied.
2.17. “ Death Taxes ” means any and all estate, inheritance, generation-
skipping transfer, and other death taxes as well as any interest
and penalties thereon imposed by any governmental entity (a “taxing authority”) as a result of the death of the Participant or the Participant’s
Beneficiary.
2.18. “ Deceased Participant ”
means a Participant whose employment, or, in the case of a Participant who was an Outside Director, a
Participant whose service as an Outside Director, is terminated by death.
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