Comcast 2009 Annual Report Download - page 98

Exhibit 10.3
COMCAST CORPORATION
2003 STOCK OPTION PLAN
(As Amended And Restated Effective October 27, 2009)
(a) Background . COMCAST CORPORATION, a Pennsylvania corporation hereby amends and restates the Comcast Corporation 2003
Stock Option Plan, (the “Plan”), effective October 27, 2009.
(b) Purpose . The purpose of the Plan is to assist the Sponsor and its Affiliates in retaining valued employees, officers and directors by
offering them a greater stake in the Sponsor’s success and a closer identity with it, and to aid in attracting individuals whose services would be
helpful to the Sponsor and would contribute to its success.
(a) “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, the term “control,” including its correlative terms “controlled by” and “under
common control with,” mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
(b) “ AT&T Broadband Transaction ” means the acquisition of AT&T Broadband Corp. (now known as Comcast Cable Communications
Holdings, Inc.) by the Sponsor.
(c) “ Board ” means the Board of Directors of the Sponsor.
(d) “ Cash Right ” means any right to receive cash in lieu of Shares granted under the Plan and described in Paragraph 3(a)(iii).
(e) “ Cause ” means (i) fraud; (ii) misappropriation; (iii) embezzlement; (iv) gross negligence in the performance of duties; (v) self-
dealing;
(vi) dishonesty; (vii) misrepresentation; (viii) conviction of a crime of a felony; (ix) material violation of any Company policy; (x) material
violation of the Company’s Code of Ethics and Business Conduct or, (xi) in the case of an employee of a Company who is a party to an
employment agreement with a Company, material breach of such agreement; provided that as to items (ix), (x) and (xi), if capable of being
cured, such event or condition remains uncured following 30 days written notice thereof.
(f) “ Change of Control ” means any transaction or series of transactions as a result of which any Person who was a Third Party
immediately before such transaction or series of transactions owns then
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outstanding securities of the Sponsor such that such
1.
BACKGROUND AND PURPOSE OF PLAN
2.
DEFINITIONS