Comcast 2010 Annual Report Download - page 301

shall deliver to GE in writing a list of five potential arbitrators meeting the requirements set forth in this Section 10.02(f) and, within five
Business Days of receipt of such list, GE shall select and appoint the arbitrator from such list. If GE does not select and appoint the arbitrator in
accordance with the immediately preceding sentence, Comcast shall select and appoint the arbitrator from such list within five Business Days of
the expiration of the period specified in the immediately preceding sentence.
(g) Within 30 calendar days of the selection of the arbitrator, the arbitrator shall determine the Arm’s Length Terms of the Related Party
Transaction. The arbitration shall be conducted in New York, New York under the Commercial Arbitration Rules of the American Arbitration
Association in effect at the time of the arbitration, except as they may be modified herein or by agreement of the parties. The decision of the
arbitrator as to the Arm’s Length Terms of the Ordinary Course Related Party Transaction shall be binding on the parties. All fees and
disbursements of the arbitrator shall be shared equally by Comcast and GE.
(h) After the determination of the arbitrator pursuant to Section 10.02(g), Comcast shall have the right to cause the Company or the
applicable Company Subsidiary to enter into the Ordinary Course Related Party Transaction on the terms determined by the arbitrator; provided
that Comcast may elect in its sole discretion not to enter into such Related Party Transaction on such terms.
(i) If GE does not believe an Ordinary Course Related Party Transaction that is not the subject of an RPT Notice is on Arm’s Length
Terms, GE shall have ten Business Days from the date GE obtains knowledge of the transaction to deliver an RPT Dispute Notice. In such case,
the provisions contained in Sections 10.02(d) through (h) shall apply mutatis mutandis ; provided that if the Ordinary Course Related Party
Transaction in question was entered into before GE delivered its RPT Dispute Notice, then (x) any provision permitting Comcast to cause the
Company or the applicable Company Subsidiary to enter into a Related Party Transaction on specific terms shall be deemed to permit the
Company or the applicable Company Subsidiary to continue such Related Party Transaction on such terms and (y) any provision prohibiting
Comcast from entering into a Related Party Transaction on specific terms shall be deemed to require Comcast to (A) terminate such Related
Party Transaction or (B) amend the terms of such Related Party Transaction such that it would be on Arms’ Length Terms.
(j) Except as expressly set forth in Sections 10.02(a) and 10.02(b), the provisions of this Section 10.02 shall terminate and cease to be of
further effect at such time as GE’s Percentage Interest is less than 10%.
Section 10.03. Non-Competition . (a) Except (i) with respect to their ownership of interests in the Company and (ii) as permitted by this
Section 10.03
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