Comcast 2010 Annual Report Download - page 247

(i) at least three Independent Directors (who shall be designated by the Board),
(ii) for so long as GE’s Percentage Interest is at least 10%, a number of Directors designated by GE equal to the product of GE’s
Percentage Interest multiplied by the number of Directors constituting the Whole Board (rounded up or down to the nearest whole number
of Directors but which number shall not be less than one), and
(iii) the remaining Directors designated collectively by the Comcast Members, which number of Directors shall not be fewer than the
minimum number of Directors necessary to constitute a majority of the Whole Board.
(d) The Comcast Members and the GE Members shall be entitled to select their respective designees to the Board in their discretion from
the management of their ultimate parent Affiliate. The Directors designated by the Comcast Members shall initially be Brian L. Roberts, Stephen
B. Burke and Michael J. Angelakis, and the Directors designated by the GE Members shall initially be Jeffrey R. Immelt and Keith Sherin.
(e) Each Director shall hold such position until his or her successor is appointed or elected or until his or her earlier death, disability,
resignation or removal.
(f) Subject to the consent rights set forth in Section 4.10(a), the Board, by taking action in accordance with this Article 5, shall have the
power, discretion and authority on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company
contemplated by this Agreement and to perform or authorize all acts which it may deem necessary or advisable in connection therewith. The
Members agree that, subject to the consent and other rights set forth in Sections 4.10(a), 10.02 and 10.06(h), all determinations, decisions and
actions made or taken by the Board shall be conclusive and absolutely binding upon the Company, the Members and their respective successors,
assigns and personal representatives (without requirement for further consent or other action by the Members). The voting and consent rights of
the Members are solely those set forth herein and the Members shall have no additional voting or consent rights under the Act.
(g) Each Director will serve without compensation. Each Director shall be entitled to reimbursement for reasonable and necessary out-of-
pocket expenses incurred by such Director during the course of conducting the Company’s business. Notwithstanding the foregoing, following
an IPO, the Board may authorize compensation for some or all Independent Directors.
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