Comcast 2010 Annual Report Download - page 189

“ Ancillary Agreements ” means the Tax Matters Agreement, the GE Transition Services Agreement, the Comcast Services Agreement,
the GE Intellectual Property Cross License Agreement, the Comcast Intellectual Property Cross License Agreement, the Comcast Universal
Trademark License Agreement, the Newco Operating Agreement, the Navy Holdco 2 Agreement, the GE Note, the Comcast Note and the
Organizational Documents.
“ Comcast Multiemployer Plans ” means Multiemployer Plans as to which the Contributed Comcast Subsidiaries have any Liabilities by
reason of contributions made with respect to Comcast Contributed Business Employees in the Contributed Comcast Businesses, but in the case
of any such plan for which contributions were made with respect to employees of the Comcast Transferors or their Affiliates (other than the
Contributed Comcast Subsidiaries) only to the extent of the Liabilities attributable to the Comcast Contributed Business Employees and their
Comcast Employee Beneficiaries or activities of the Contributed Comcast Business.
“ Contributed Comcast Businesses ” means (i) the businesses of Comcast and its Subsidiaries to the extent within the Business (as
defined in the Newco Operating Agreement), other than the Comcast Permitted Businesses (as defined in the Newco Operating Agreement), as
conducted prior to the date hereof, as of the date hereof, and as of the Closing, and (ii) the business of Comcast and its Subsidiaries that currently
sells all or a portion of the advertising impressions of certain Comcast-affiliated websites (for example, eonline.com, fandango.com, g4tv.com,
mystyle.com, movies.com and dailycandy.com), and certain other third party entertainment-related websites to national advertisers (either by
individual website or as part of a vertical ad network), and that provides ad operations and ad analytics support relating to the delivery of such
impressions, as conducted as of the Closing ( i.e. , the Comcast business unit commonly referred to as “
CIM National Sales and CIM Advertising
Strategy and Operations”), but excluding any portion of such business operated by the Comcast Spotlight business unit.
“ NBCU Multiemployer Plans ” means any Multiemployer Plans as to which the NBCU Entities have any Liabilities by reason of
contributions made with respect to NBCU Employees but in the case of any such plan for which contributions were made with respect to
employees of the NBCU Transferors or their Affiliates (other than the NBCU Entities) only to the extent of the Liabilities attributable to the
NBCU Employees and their NBCU Employee Beneficiaries or activities of the NBCU Businesses.
“ Tax Matters Agreement ” means the Tax Matters Agreement, dated December 3, 2009, made by and among GE, NBCU, Navy Holdco
2, Comcast and Newco, as amended.
23. Amendment to Exhibit B-1 . The parties hereby agree that the following sentence is hereby inserted at the end of Section 2(b) of the
NBCU Employee Matters Agreement:
In addition, in respect of clause 4 of this Section 2(b) , the Newco Group shall reimburse GE in an aggregate amount of $10 million in
respect of such outstanding stock options or other equity awards, payable on or before January 30, 2012.
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