Comcast 2010 Annual Report Download - page 151

recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the
Committee pursuant to any criminal statute.
(e) Indemnification . Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be
entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company’ s
Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the
Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee,
whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding.
(f) Delegation of Authority .
-
12
-
(i)
Named Executive Officers and Section 16(b) Officers
. All authority with respect to the grant, amendment, interpretation and
administration of grants and awards of restricted stock and restricted stock units with respect to any Eligible Employee who is
either (x) a Named Executive Officer ( i.e. , an officer who is required to be listed in the Company’s Proxy Statement
Compensation Table) or (y) is a Section 16(b) Officer, is reserved to the Committee.
(ii) Senior Officers and Highly Compensated Employees . The Committee may delegate to a committee consisting of the
Chairman of the Committee and one or more officers of the Company designated by the Committee, discretion under the Plan
to grant, amend, interpret and administer grants of Restricted Stock and Restricted Stock Units with respect to any Eligible
Employee who (x) holds a position with Comcast Corporation of Senior Vice President or a position of higher rank than
Senior Vice President or (y) has a base salary of $500,000 or more.
(iii)
Other Employees
. The Committee may delegate to an officer of the Company, or a committee of two or more officers of the
Company, discretion under the Plan to grant, amend, interpret and administer grants of Restricted Stock and Restricted Stock
Units with respect to any Eligible Employee other than an Eligible Employee described in Paragraph 5(f)(i) or Paragraph 5(f)
(ii).
(iv)
Special Diversification Elections
. Notwithstanding Paragraph 5(f)(i) or Paragraph 5(f)(ii), the Committee may delegate to an
officer of the Company, or a committee of two or more officers of the Company, discretion under the Plan to authorize
Special Diversification Elections made after December 31, 2009.