Comcast 2010 Annual Report Download - page 248

(h) No Director (acting in his or her capacity as such) shall have any right or authority to act on behalf of or to bind the Company with
respect to any matter except pursuant to a resolution authorizing such action, which resolution is duly adopted by the Board by the affirmative
vote required for such matter pursuant to the terms of this Agreement.
(i) Each Director may authorize another individual (who may or may not be a Director) to act for such Director by proxy at any meeting of
the Board, or to express consent or dissent to a Company action in writing without a meeting. A writing authorizing a Person to act for such
Director as proxy, which has been executed by such Director and entered into the books and records of the Company, shall be a valid means by
which a Director may grant such authority.
(j) So long as GE’s Percentage Interest is at least 10% (calculated in accordance with Section 4.10(d)), the GE Members shall collectively
have the right to designate one non-voting observer to the Board; provided that prior to any such designation, such observer shall enter into a
confidentiality agreement with the Company on terms reasonably satisfactory to Comcast. Such observer shall be entitled to receive notice and
attend all meetings of the Board and shall receive the same information regarding the Company as is provided to the Directors. Such observer
shall be entitled to attend any committee meeting to which such observer is invited by any Director on such committee.
(k) So long as the Comcast Members’ aggregate Percentage Interests are at least 10%, the Comcast Members shall have the right to
designate one non-voting observer to the Board; provided that prior to any such designation, such observer shall enter into a confidentiality
agreement with the Company on terms reasonably satisfactory to the GE Members. Such observer shall be entitled to receive notice and attend
all meetings of the Board and shall receive the same information regarding the Company as is provided to the Directors. Such observer shall be
entitled to attend any committee meeting to which such observer is invited by any Director on such committee.
(l) Notwithstanding anything to the contrary in Section 5.01(j) or Section 5.01(k), upon the reasonable request of any Director, the Board
may determine to exclude the non-voting observers from any meeting of the Board or any committee thereof or any portion of either of the
foregoing. For the avoidance of doubt, if both the GE Members and the Comcast Members have designated a non-voting observer, then the
Board may only determine to simultaneously exclude both such non-voting observers.
Section 5.02. Required Board Actions . (a) Prior to a Qualifying Public Offering and for so long as GE’
s Percentage Interest is at least 10%
(calculated in accordance with Section 4.10(d)), the Company shall take no action (including any action by the Board or any committee of the
Board) after the date hereof with
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