Comcast 2009 Annual Report Download - page 173

(b) Terms of Awards . The provisions of Awards need not be the same with respect to each Grantee. No cash or other consideration shall
be required to be paid by the Grantee in exchange for an Award.
(c) Awards and Agreements
. Each Grantee shall be provided with an agreement specifying the terms of an Award. In addition, a certificate
shall be issued to each Grantee in respect of Restricted Stock subject to an Award. Such certificate shall be registered in the name of the Grantee
and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. The Company may require that
the certificate evidencing such Restricted Stock be held by the Company until all restrictions on such Restricted Stock have lapsed.
(d) Restrictions . Subject to the provisions of the Plan and the Award, the Committee may establish a period commencing with the Date of
Grant during which the Grantee shall not be permitted to sell, transfer, pledge or assign Restricted Stock or Restricted Stock Units awarded
under the Plan.
(e) Vesting/Lapse of Restrictions . Subject to the provisions of the Plan and the Award, a Vesting Date for Restricted Stock or Restricted
Stock Units subject to an Award shall occur at such time or times and on such terms and conditions as the Committee may determine and as are
set forth in the Award; provided, however, that except as otherwise provided by the Committee, a Vesting Date shall occur only if the Grantee is
an employee of a Participating Company as of such Vesting Date, and has been an employee of a Participating Company continuously from the
Date of Grant. The Award may provide for Restricted Stock or Restricted Stock Units to vest in installments, as determined by the Committee.
The Committee may, in its sole discretion, waive, in whole or in part, any remaining conditions to vesting with respect to such Grantee’s
Restricted Stock or Restricted Stock Units, provided that for avoidance of doubt, such unilateral discretion shall not apply to any grant of rights
that is designated as intended to satisfy the rules for performance-based compensation under section 162(m) of the Code. All references to
Shares in Awards granted before the consummation of the AT&T Broadband Transaction as to which a Vesting Date has not occurred shall be
deemed to be references to Special Common Stock.
(f) Rights of the Grantee . Grantees may have such rights with respect to Shares subject to an Award as may be determined by the
Committee and set forth in the Award, including the right to vote such Shares, and the right to receive dividends paid with respect to such
Shares. A Grantee whose Award consists of Restricted Stock Units shall not have the right to vote or to receive dividend equivalents with respect
to such Restricted Stock Units.
(g) Termination of Grantee’s Employment . A transfer of an Eligible Employee between two employers, each of which is a Participating
Company, shall not be deemed a termination of employment. In the event that a Grantee terminates employment with all Participating
Companies, all Restricted Shares and/or Restricted Stock Units as to which a Vesting Date has not occurred shall be forfeited by the Grantee and
deemed canceled by the Company.
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