Comcast 2010 Annual Report Download - page 150

(a) Subject to adjustment as provided in Paragraph 10, not more than 74 million Shares in the aggregate may be issued under the Plan
pursuant to the grant of Awards. The Shares issued under the Plan may, at the Company’s option, be either Shares held in treasury or Shares
originally issued for such purpose.
(b) If (i) Restricted Stock or Restricted Stock Units are forfeited pursuant to the terms of an Award or (ii) with respect to Restricted Stock
Units, the Company withholds Shares to satisfy its minimum tax withholding requirements as provided in Paragraph 9(c), other Awards may be
granted covering the Shares that were forfeited, or covering the Shares so withheld to satisfy the Company’s minimum tax withholding
requirements, as applicable.
(a) Administration . The Plan shall be administered by the Committee, provided that with respect to Awards to Non-Employee Directors,
the rules of this Paragraph 5 shall apply so that all references in this Paragraph 5 to the Committee shall be treated as references to either the
Board or the Committee acting alone.
(b) Grants . Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to:
The determination of the Committee in all matters as stated above shall be conclusive.
(c) Meetings . The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority
of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts
of the Committee.
(d) Exculpation . No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take
any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has
breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or
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4.
SHARES SUBJECT TO THE PLAN
5.
ADMINISTRATION OF THE PLAN
(i) select those Employees and Non-Employee Directors to whom Awards shall be granted under the Plan, to determine the
number of Shares and/or Restricted Stock Units, as applicable, to be granted pursuant to each Award, and, pursuant to the
provisions of the Plan, to determine the terms and conditions of each Award, including the restrictions applicable to such
Shares and the conditions upon which a Vesting Date shall occur; and
(ii) interpret the Plan’s provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other
determinations necessary or advisable for the administration of the Plan.