Comcast 2010 Annual Report Download - page 190

24. Amendments to Exhibit B-2 .
(a) The parties hereby agree that the following paragraph is hereby inserted as Section 8(c) of the Comcast Employee Matters Agreement:
(c) Method of Ongoing Newco Reimbursement of Comcast Equity Awards to Comcast . In furtherance of Section 8(b)(ii) above,
Newco shall, or shall cause another member of the Newco Group to, make a cash payment to Comcast each fiscal quarter so that after
giving effect to such payment the aggregate amount of all payments made by members of the Newco Group to Comcast pursuant to this
sentence equals the aggregate amount of all accruals made by Comcast in its financial statements prepared in accordance with U.S. GAAP
as applied by Comcast with respect to the Comcast stock option or other equity award component of all grants made under any long-term
incentive plan; provided that if on any such quarterly payment date the aggregate amount of all such payments made by members of the
Newco Group exceeds the aggregate amount of all such accruals made by Comcast, Comcast shall instead pay NBCU an amount equal to
such excess.
(b) The parties hereby agree that the following paragraph is hereby inserted as Section 8(d) of the Comcast Employee Matters Agreement:
(d) Ongoing Newco Reimbursement of Newco CEO Compensation to Comcast . The compensation of the initial Chief Executive
Officer of Newco (the “ Newco CEO ”) shall be determined in the sole discretion of the board of directors and/or compensation committee
of the board of directors of Comcast; provided that 80% of any target level cash bonus of the Newco CEO shall be conditioned on the
achievement of performance objectives tied solely to the performance of the Newco Group. Newco shall cause the Newco Group to
reimburse the Comcast Group for compensation awarded to, earned by or paid to the Newco CEO by or from the Comcast Group,
determined by reference to the amount of the Newco CEO’s compensation (whether cash, equity or otherwise, including any interest on
deferred compensation) included in Comcast’s financial statements prepared in accordance with U.S. GAAP; provided that the Newco
Group’s reimbursement obligations shall only be with respect to (i) 100% of actual cash bonus awarded based on the achievement of
objectives tied to the performance of the Newco Group; (ii) no portion of actual cash bonus awarded based on other performance
objectives; and (iii) 80% of all other compensation. Newco’s reimbursement obligations shall begin with the Newco CEO’s compensation
for 2011 (in the case of compensation for 2011, prorated for the period starting on January 29, 2011 and ending on December 31, 2011,
inclusive). Such reimbursement shall occur in cash with respect to each year beginning with 2011. The amounts required to be reimbursed
by the Newco Group will be adjusted to the extent necessary to reflect the actual compensation awarded to, earned by or paid to the Newco
CEO by or from the Comcast Group, determined by reference to the amount of the Newco CEO’s compensation included in Comcast’s
financial statements prepared in accordance with U.S. GAAP. For the avoidance of doubt, the
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