Comcast 2009 Annual Report Download - page 191

(vi) For purposes of calculating whether any Quantitative Performance Standard has been met, in the event there is a significant
acquisition or disposition of any assets, business division, company or other business operations of the Company or such division or
business unit that is reasonably expected to have an effect on the Quantitative Performance Standard as otherwise determined under the
terms of the Plan, the relevant performance objectives shall be adjusted to take into account the impact of such acquisition or disposition by
increasing or decreasing such goals in the same proportion as the relevant performance measure of the Company or such division or
business unit would have been affected for the prior performance measurement period on a pro forma basis had such an acquisition or
disposition occurred on the same date during the prior performance measurement period; provided further that such adjustment shall be
based upon the historical equivalent of the relevant performance measure of the business or assets so acquired or disposed of for the prior
performance measurement period, as shown by such records as are available to the Company, as further adjusted to reflect any aspects of
the transaction that should be taken into account to ensure comparability between amounts in the prior performance measurement period
and the current performance measurement period.
(vii) Notwithstanding the determination of the amount of a Grantee’
s bonus payable with respect to any Plan Year under the Plan, the
Committee shall have the discretion to reduce or eliminate the bonus otherwise payable to a Grantee if it determines that such a reduction
or elimination of the bonus is in the best interests of the Company. The Committee may not waive, in whole or in part, any remaining
conditions to payment of a Section 162(m) Award.
(e) Transfer and Termination of Grantee’s Employment .
(1) Transfer of Employment . A transfer of an Eligible Employee between two employers, each of which is the Company or an
Affiliate of the Company (a “Transfer”), shall not be deemed a termination of employment. The Committee may grant Awards pursuant to
which the Committee reserves the right to modify the calculation of an Award in connection with a Transfer. In general, except as
otherwise provided by the Committee at the time an Award is granted or in connection with a Transfer, upon the Transfer of a Grantee
between divisions while an Award is outstanding and unexpired, the outstanding Award shall be treated as having terminated and expired,
and a new Award shall be treated as having been made, effective as of the effective date of the Transfer, for the portion of the Award
which had not expired or been paid, but subject to the performance and payment conditions applicable generally to Awards for Grantees
who are employees of the transferee division, all as shall be determined by the Committee in an equitable manner.
(2) Termination of Employment .
(i) Termination For Any Reason Other Than Death, Disability or Retirement . If a Grantee terminates employment with the
Company and its Affiliates for any reason other than death, Disability or Retirement, all Awards remaining subject to conditions to
payment shall be forfeited by the Grantee and deemed canceled by the Company.
(ii) Termination Because of Death . If a Grantee terminates employment with the Company and its Affiliates because of death,
the Company shall pay the Award to the Grantee’s estate as soon as practicable following the Grantee’s death, but
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