Comcast 2012 Annual Report Download - page 144

or exchanged for, a different number or kind of shares of stock or other securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Company. In such event, the Committee
shall make appropriate equitable anti-dilution adjustments to the number and class of hypothetical shares of Company Stock credited to
Participants’ Accounts under the Company Stock Fund. Any reference to the term “Company Stock” in the Plan shall be a reference to the
appropriate number and class of shares of stock as adjusted pursuant to this Section 2.13. The Committee’s adjustment shall be effective and
binding for all purposes of the Plan.
2.14. “ Company Stock Fund ” means a hypothetical investment fund pursuant to which income, gains and losses are credited to a
Participant’s Account as if the Account, to the extent deemed invested in the Company Stock Fund, were invested in hypothetical shares of
Company Stock, and all dividends and other distributions paid with respect to Company Stock were held uninvested in cash, and reinvested in
additional hypothetical shares of Company Stock as of the next succeeding December 31, based on the Fair Market Value of the Company Stock
for such December 31, provided that dividends and other distributions paid with respect to Company Stock after December 31, 2007 shall be
deemed to be reinvested in additional hypothetical shares of Company Stock as of the payment date for such dividends and other distributions,
based on the Fair Market Value of Company Stock as of such payment date, and provided further that dividends and other distributions paid with
respect to Company Stock after May 30, 2012 shall be credited to the Income Fund.
2.15. “ Compensation ” means:
(a) In the case of an Outside Director, the total remuneration payable in cash or payable in Company Stock (as elected by an Outside
Director pursuant to the Comcast Corporation 2002 Non-Employee Director Compensation Plan) for services as a member of the Board and as a
member of any Committee of the Board and in the case of a Director Emeritus, the total remuneration payable in cash for services to the Board.
(b) In the case of an Eligible Employee, the total cash remuneration for services payable by a Participating Company, excluding
(i) Severance Pay, (ii) sales commissions or other similar payments or awards, including payments earned under any sales incentive arrangement
for employees of NBCUniversal, (iii) bonuses earned under any program designated by the Company’s Programming Division as a “long-term
incentive plan” and (iv) bonuses earned under any long-term incentive plan for employees of NBCUniversal.
2.16. “ Contribution Limit ” means the product of (a) seven (7) times (b) Total Compensation.
2.17. “ Death Tax Clearance Date ” means the date upon which a Deceased Participant’s or a deceased Beneficiary’s Personal
Representative certifies to the Administrator that (i) such Deceased Participant’s or deceased Beneficiary’s Death Taxes have been finally
determined, (ii) all of such Deceased Participant’s or deceased Beneficiary’s Death Taxes apportioned against the Deceased Participant’s or
deceased Beneficiary’s Account have been paid in full and (iii) all potential liability for Death Taxes with respect to the Deceased Participant’s or
deceased Beneficiary’s Account has been satisfied.
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