Comcast 2010 Annual Report Download - page 119

Exhibit 10.6
COMCAST CORPORATION
2005 DEFERRED COMPENSATION PLAN
ARTICLE 1 – BACKGROUND AND COVERAGE OF PLAN
1.1. Background and Adoption of Plan .
1.1.1. Amendment and Restatement of the Plan . In recognition of the services provided by certain key employees and in
order to make additional retirement benefits and increased financial security available on a tax-favored basis to those individuals, the Board of
Directors of Comcast Corporation, a Pennsylvania corporation (the “Board”), hereby amends and restates the Comcast Corporation 2005
Deferred Compensation Plan (the “Plan”), effective December 15, 2010. The Plan has previously been amended and restated from time to time,
in light of the enactment of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) as part of the American Jobs Creation
Act of 2004, and the issuance of various Notices, Announcements, Proposed Regulations and Final Regulations thereunder (collectively,
“Section 409A”), and to make desirable changes to the rules of the Plan.
1.1.2. Prior Plan . Prior to the Effective Date, the Comcast Corporation 2002 Deferred Compensation Plan (the “Prior Plan”)
was in effect. In order to preserve the favorable tax treatment available to deferrals under the Prior Plan in light of the enactment of
Section 409A, the Board has prohibited future deferrals under the Prior Plan of amounts earned and vested on and after January 1, 2005.
Amounts earned and vested prior to January 1, 2005 are and will remain subject to the terms of the Prior Plan. Amounts earned and vested on
and after the Effective Date will be available to be deferred pursuant to the Plan, subject to its terms and conditions.
1.2. Reservation of Right to Amend to Comply with Section 409A . In addition to the powers reserved to the Board and the
Committee under Article 10 of the Plan, the Board and the Committee reserve the right to amend the Plan, either retroactively or prospectively,
in whatever respect is required to achieve and maintain compliance with the requirements of Section 409A.
1.3. Plan Unfunded and Limited to Outside Directors and Select Group of Management or Highly Compensated Employees . The
Plan is unfunded and is maintained primarily for the purpose of providing outside directors and a select group of management or highly
compensated employees the opportunity to defer the receipt of compensation otherwise payable to such outside directors and eligible employees
in accordance with the terms of the Plan.
ARTICLE 2 – DEFINITIONS
2.1. “ Account ” means the bookkeeping accounts established pursuant to Section 5.1 and maintained by the Administrator in the
names of the respective Participants, to which all amounts deferred and earnings allocated under the Plan shall be credited, and from which all
amounts distributed pursuant to the Plan shall be debited.
2.2.
“
Active Participant
”
means: