Comcast 2009 Annual Report Download - page 182

The aggregate number of Shares and class of Shares as to which Awards may be granted and the number of Shares covered by each
outstanding Award shall be appropriately adjusted in the event of a stock dividend, stock split, recapitalization or other change in the number or
class of issued and outstanding equity securities of the Company resulting from a subdivision or consolidation of the Shares and/or other
outstanding equity security or a recapitalization or other capital adjustment (not including the issuance of Shares and/or other outstanding equity
securities on the conversion of other securities of the Company which are convertible into Shares and/or other outstanding equity securities)
affecting the Shares which is effected without receipt of consideration by the Company. The Committee shall have authority to determine the
adjustments to be made under this Paragraph 10 and any such determination by the Committee shall be final, binding and conclusive.
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taxes required to be withheld by the Company under applicable law, unless otherwise determined by the Committee with respect to
any Grantee. Notwithstanding the foregoing, the Committee may permit a Grantee to elect one or both of the following: (A) to have
taxes withheld in excess of the minimum amount required to be withheld by the Company under applicable law; provided that the
Grantee certifies in writing to the Company at the time of such election that the Grantee owns Other Available Shares having a Fair
Market Value that is at least equal to the Fair Market Value to be withheld by the Company in payment of withholding taxes in
excess of such minimum amount; and (B) to pay to the Company in cash all or a portion of the taxes to be withheld in connection
with such grant, Vesting Date or Account distribution. In all cases, the Shares so withheld by the Company shall have a Fair Market
Value that does not exceed the amount of taxes to be withheld minus the cash payment, if any, made by the Grantee or withheld from
an Account distribution. Any election pursuant to this Paragraph 9(c)(ii) must be in writing made prior to the date specified by the
Committee, and in any event prior to the date the amount of tax to be withheld or paid is determined. An election pursuant to this
Paragraph 9(c)(ii) may be made only by a Grantee or, in the event of the Grantee’s death, by the Grantee’s legal representative.
Shares withheld pursuant to this Paragraph 9(c)(ii) shall be available for subsequent grants under the Plan. The Committee may add
such other requirements and limitations regarding elections pursuant to this Paragraph 9(c)(ii) as it deems appropriate.
10.
CHANGES IN CAPITALIZATION