Comcast 2010 Annual Report Download - page 147

(1) The number of such Shares owned by such Grantee or such Grantee’s Family Member for less than six months; plus
(2) The number of such Shares owned by such Grantee or such Grantee’
s Family Member that has, within the preceding
six months, been the subject of a withholding certification pursuant to Paragraph 9(c)(ii) or any similar withholding
certification under any other Comcast Plan; plus
(3) The number of such Shares owned by such Grantee or such Grantee’
s Family Member that has, within the preceding
six months, been received in exchange for Shares surrendered as payment, in full or in part, or as to which ownership was
attested to as payment, in full or in part, of the exercise price for an option to purchase any securities of the Company or an
Affiliate of the Company, under any Comcast Plan, but only to the extent of the number of Shares surrendered or attested to;
plus
(4) The number of such Shares owned by such Grantee or such Grantee’s Family Member as to which evidence of
ownership has, within the preceding six months, been provided to the Company in connection with the crediting of “Deferred
Stock Units” to such Grantee’s Account under the Comcast Corporation 2002 Deferred Stock Option Plan (as in effect from
time to time).
For purposes of this Paragraph 2(jj), a Share that is subject to an Election pursuant to Paragraph 8 or a deferral election pursuant to another
Comcast Plan shall not be treated as owned by a Grantee until all conditions to the delivery of such Share have lapsed. The number of Other
Available Shares shall be determined separately for Common Stock and Special Common Stock, provided that Shares of Common Stock or
Special Common Stock that otherwise qualify as “Other Available Shares” under this Paragraph 2(jj), or any combination thereof, shall be
permitted to support any attestation to ownership referenced in the Plan for any purpose for which attestation may be necessary or appropriate.
For purposes of determining the number of Other Available Shares, the term “Shares” shall also include the securities held by a Grantee or such
Grantee’s Family Member immediately before the consummation of the AT&T Broadband Transaction that became Shares as a result of the
AT&T Broadband Transaction.
(kk) “ Participating Company ” means the Company and each of the Subsidiary Companies.
(ll) “ Performance-Based Compensation ” means “Performance-Based Compensation” within the meaning of Section 409A.
(mm) “ Performance Period ” means a period of at least 12 months during which a Grantee may earn Performance-Based Compensation.
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8
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(
B)
The sum of: