Comcast 2009 Annual Report Download - page 171
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The determination of the Committee in all matters as stated above shall be conclusive.
(c) Meetings . The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority
of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts
of the Committee.
(d) Exculpation . No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take
any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has
breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the
Committee pursuant to any criminal statute.
(e) Indemnification . Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be
entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company’ s
Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the
Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee,
whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding.
(f) Delegation of Authority .
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(ii) interpret the Plan’s provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations
necessary or advisable for the administration of the Plan.
(i)
Named Executive Officers and Section 16(b) Officers
. All authority with respect to the grant, amendment, interpretation and
administration of grants and awards of restricted stock and restricted stock units with respect to any Eligible Employee who is either
(x) a Named Executive Officer ( i.e. , an officer who is required to be listed in the Company’s Proxy Statement Compensation Table)
or (y) is a Section 16(b) Officer, is reserved to the Committee.