Comcast 2009 Annual Report Download - page 161

Exhibit 10.7
COMCAST CORPORATION
2002 RESTRICTED STOCK PLAN
(As Amended And Restated, Effective October 27, 2009)
(a) Amendment and Restatement of Plan . COMCAST CORPORATION, a Pennsylvania corporation, hereby amends and restates the
Comcast Corporation 2002 Restricted Stock Plan (the “Plan”), effective October 27, 2009. The purpose of the Plan is to promote the ability of
Comcast Corporation to recruit and retain employees and enhance the growth and profitability of Comcast Corporation by providing the
incentive of long-term awards for continued employment and the attainment of performance objectives.
(b) Purpose of the Amendment; Credits Affected . The Plan was previously amended and restated, effective January 1, 2005 in order (i) to
preserve the favorable tax treatment available to amounts deferred pursuant to the Plan before January 1, 2005 and the earnings credited in
respect of such amounts (each a “Grandfathered Amount”) in light of the enactment of section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) as part of the American Jobs Creation Act of 2004, and the issuance of various Notices, Announcements, Proposed
Regulations and Final Regulations thereunder (collectively, “Section 409A”), and (ii) with respect to all other amounts eligible to be deferred
under the Plan, to comply with the requirements of Section 409A. Except as provided in Paragraph 2(ee) or Paragraph 8(i)(iii) of the Plan,
Grandfathered Amounts will continue to be subject to the terms and conditions of the Plan as in effect prior to January 1, 2005. All amounts
eligible to be deferred under the Plan other than Grandfathered Amounts will be subject to the terms of this amendment and restatement of the
Plan and Section 409A.
(c) Reservation of Right to Amend to Comply with Section 409A . In addition to the powers reserved to the Board and the Committee
under Paragraph 14 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.
(d) Deferral Provisions of Plan Unfunded and Limited to Select Group of Management or Highly Compensated Employees. Deferral
Eligible Grantees and Non-Employee Directors may elect to defer the receipt of Restricted Stock and Restricted Stock Units as provided in
Paragraph 8. The deferral provisions of Paragraph 8 and the other provisions of the Plan relating to the deferral of Restricted Stock and
Restricted Stock Units are unfunded and maintained primarily for the purpose of providing a select group of management or highly compensated
employees the opportunity to defer the receipt of compensation otherwise payable to such eligible employees in accordance with the terms of the
Plan.
1.
BACKGROUND AND PURPOSE