Comcast 2010 Annual Report Download - page 121

2.9. “ Change of Control ” means any transaction or series of transactions that constitutes a change in the ownership or effective
control or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A.
2.10. “ Code ” means the Internal Revenue Code of 1986, as amended.
2.11. “ Committee ” means the Compensation Committee of the Board of Directors of the Company.
2.12. “ Company ” means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by merger,
consolidation, acquisition of all or substantially all the assets thereof, or otherwise.
2.13. “ Company Stock ” means with respect to amounts credited to the Company Stock Fund pursuant to deferral elections by
Outside Directors made pursuant to Section 3.1(a), Comcast Corporation Class A Common Stock, par value $0.01, including a fractional share,
and such other securities issued by Comcast Corporation as may be subject to adjustment in the event that shares of either class of Company
Stock are changed into, or exchanged for, a different number or kind of shares of stock or other securities of the Company, whether through
merger, consolidation, reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Company. In such
event, the Committee shall make appropriate equitable anti-dilution adjustments to the number and class of hypothetical shares of Company
Stock credited to Participants’ Accounts under the Company Stock Fund. Any reference to the term “Company Stock” in the Plan shall be a
reference to the appropriate number and class of shares of stock as adjusted pursuant to this Section 2.13. The Committee’s adjustment shall be
effective and binding for all purposes of the Plan.
2.14. “ Company Stock Fund ” means a hypothetical investment fund pursuant to which income, gains and losses are credited to a
Participant’s Account as if the Account, to the extent deemed invested in the Company Stock Fund, were invested in hypothetical shares of
Company Stock, and all dividends and other distributions paid with respect to Company Stock were held uninvested in cash, and reinvested in
additional hypothetical shares of Company Stock as of the next succeeding December 31, based on the Fair Market Value of the Company Stock
for such December 31, provided that dividends and other distributions paid with respect to Company Stock after December 31, 2007 shall be
deemed to be reinvested in additional hypothetical shares of Company Stock as of the payment date for such dividends and other distributions,
based on the Fair Market Value of Company Stock as of such payment date.
2.15. “ Compensation ” means:
(a) In the case of an Outside Director, the total remuneration payable in cash or payable in Company Stock (as elected by the
Outside Director pursuant to the Comcast Corporation 2002 Director Compensation Plan) for services as a member of the Board and as a
member of any Committee of the Board; and
(b) In the case of an Eligible Employee, the total cash remuneration for services payable by a Participating Company,
excluding (i) Severance Pay, (ii) sales
-
3
-