Comcast 2010 Annual Report Download - page 159

(n) Required Suspension of Payment of Benefits . Notwithstanding any provision of the Plan or any Grantee’s election as to the date or
time of payment of any benefit payable under the Plan, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any
successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to the Grantee upon or
following his separation from service, then notwithstanding any other provision of this Plan, any such payments that are otherwise due within six
months following the Grantee’s separation from service will be deferred and paid to the Grantee in a lump sum immediately following that six
month period.
(a) Securities Laws . The Committee shall have the power to make each grant of Awards under the Plan subject to such conditions as it
deems necessary or appropriate to comply with the then-existing requirements of the 1933 Act and the 1934 Act, including Rule 16b-3. Such
conditions may include the delivery by the Grantee of an investment representation to the Company in connection with a Vesting Date occurring
with respect to Shares subject to an Award, or the execution of an agreement by the Grantee to refrain from selling or otherwise disposing of the
Shares acquired for a specified period of time or on specified terms.
(b) Taxes . Subject to the rules of Paragraph 9(c), the Company shall be entitled, if necessary or desirable, to withhold the amount of any
tax, charge or assessment attributable to the grant of any Award or the occurrence of a Vesting Date with respect to any Award, or distribution of
all or any part of a Grantee’s Account. The Company shall not be required to deliver Shares pursuant to any Award or distribute a Grantee’s
Account until it has been indemnified to its satisfaction for any such tax, charge or assessment.
(c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to Satisfy Tax Liability .
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9.
SECURITIES LAWS; TAXES
(i) In connection with the grant of any Award, the occurrence of a Vesting Date under any Award or the distribution of a
Grantee’
s Account, the Company shall have the right to (A) require the Grantee to remit to the Company an amount sufficient
to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or
certificates for Shares subject to such Award, or (B) take any action whatever that it deems necessary to protect its interests
with respect to tax liabilities. The Company’
s obligation to make any delivery or transfer of Shares shall be conditioned on the
Grantee
’
s compliance, to the Company
’
s satisfaction, with any withholding requirement.
(ii)
Except as otherwise provided in this Paragraph 9(c)(ii), any tax liabilities incurred in connection with grant of any Award, the