Comcast 2010 Annual Report Download - page 246

and necessary out-of-
pocket expenses incurred by the Members on behalf of the Company but only if such expenses were authorized by or under
the authority of the Board. Such reimbursement shall not be deemed to constitute a distribution or return of capital to any Member.
Section 4.12. Partition . Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s
property.
Section 4.13. Liability . Except as otherwise set forth herein or in the Master Agreement, or as required by the Act, the debts, obligations
and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company,
and no Member, Director or Company officer shall be obligated personally for any such debt, obligation or liability of the Company or for any
losses of the Company solely by reason of being a Member or acting as a Director or Company officer.
ARTICLE 5
B
OARD AND O FFICERS
Section 5.01. Board . (a) The property, affairs and business of the Company shall be managed by or under the direction of the Board,
except as otherwise expressly provided in this Agreement. The Board shall be made up of the number of individuals (who need not be Members)
(each, a “ Director ”) as specified in this Agreement. Each Director shall be a “manager” (as such term is defined in the Act) of the Company
but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this
Agreement.
(b) Prior to an IPO, the Board shall be made up of five Directors and:
(i) the GE Members shall collectively have the right to designate a number of Directors equal to (x) for so long as GE’s Percentage
Interest is at least 20%, two Directors and (y) for so long as GE’s Percentage Interest is at least 10% but less than 20%, one Director; and
(ii) the Comcast Members shall collectively have the right to designate the remaining Directors.
(c) Following an IPO, the Board shall consist of the number of Directors determined by the Board from time to time. Following an IPO, for
so long as the Comcast Members’ aggregate Percentage Interests are greater than GE’s Percentage Interest, each of GE and each of the Comcast
Members agrees to vote, or cause to be voted, its shares of Common Stock and any shares of Common Stock held by any of its Subsidiaries in
any election of Directors in favor of any slate of Directors proposed by the Company consisting of:
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