Comcast 2010 Annual Report Download - page 160

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occurrence of a Vesting Date under any Award under the Plan or the distribution of a Grantee’s Account shall, to the extent
such liabilities cannot be satisfied in full by withholding cash payable in connection with such event, be satisfied by the
Company’
s withholding a portion of the Shares subject to such Award having a Fair Market Value approximately equal to the
minimum amount of taxes required to be withheld by the Company under applicable law, unless otherwise determined by the
Committee with respect to any Grantee. Notwithstanding the foregoing, the Committee may permit a Grantee to elect one or
both of the following: (A) to have taxes withheld in excess of the minimum amount required to be withheld by the Company
under applicable law; provided that the Grantee certifies in writing to the Company at the time of such election that the
Grantee owns Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value to be
withheld by the Company in payment of withholding taxes in excess of such minimum amount; and (B) to pay to the
Company in cash all or a portion of the taxes to be withheld in connection with such grant, Vesting Date or Account
distribution. In all cases, the Shares so withheld by the Company shall have a Fair Market Value that does not exceed the
amount of taxes to be withheld minus the cash payment, if any, made by the Grantee or withheld from an Account
distribution. Any election pursuant to this Paragraph 9(c)(ii) must be in writing made prior to the date specified by the
Committee, and in any event prior to the date the amount of tax to be withheld or paid is determined. An election pursuant to
this Paragraph 9(c)(ii) may be made only by a Grantee or, in the event of the Grantee’s death, by the Grantee’s legal
representative. Shares withheld pursuant to this Paragraph 9(c)(ii) shall be available for subsequent grants under the Plan. The
Committee may add such other requirements and limitations regarding elections pursuant to this Paragraph 9(c)(ii) as it deems
appropriate.
(iii) If, under the terms of an Award, a Grantee’s rights with respect to Restricted Stock Units become free of a substantial risk of
forfeiture as the result of the Grantee’s satisfaction of the age and service conditions for retirement eligibility, and, as a result
thereof, employment tax liabilities arise, then, pursuant to Paragraph 8(g)(iii), Shares subject to such Award shall be withheld
by the Company to the extent necessary to pay such employment tax liabilities (on a fully grossed-up basis to cover income
and other withholding tax liabilities that may arise in connection with such an event), notwithstanding that such Shares may
not yet have vested and become deliverable in accordance with the terms of the Award. Shares withheld pursuant to this
Paragraph 9(c)(iii) shall be deemed allocated and offset against the number of Restricted