Comcast 2013 Annual Report Download - page 189

(b) Limit on Grant of Options
. The maximum number of Shares for which Options may be granted to any single individual in any calendar
year, adjusted as provided in Paragraph 10, shall be 15,000,000 Shares.
(a) Subject to adjustment as provided in Paragraph 10, not more than 245 million Shares in the aggregate may be issued pursuant to the
Plan upon exercise of Options. Shares delivered pursuant to the exercise of an Option may, at the Sponsor’s option, be either treasury Shares or
Shares originally issued for such purpose.
(b) If an Option covering Shares terminates or expires without having been exercised in full, other Options may be granted covering the
Shares as to which the Option terminated or expired.
(c) For Options exercised after December 31, 2008, if (i) the Sponsor withholds Shares to satisfy its minimum tax withholding
requirements as provided in Paragraph 15(b) and Paragraph 15(c) or (ii) an Option covering Shares is exercised pursuant to the cashless exercise
provisions of Paragraph 7(d)(iv), other Options may not be granted covering the Shares so withheld to satisfy the Sponsor’s minimum tax
withholding requirements or covering the Shares that were subject to such Option but not delivered because of the application of such cashless
exercise provisions, as applicable. In addition, for the avoidance of doubt, Options may not be granted covering Shares repurchased by the
Sponsor on the open market with proceeds, if any, received by the Sponsor on account of the payment of the option price for an Option by
Optionees.
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(ii)
Non
-Qualified Options, which give the Optionee the right for a specified time period to purchase a specified number of
Shares for a price not less than the Fair Market Value on the Date of Grant; and
(iii) Cash Rights, which give an Optionee the right for a specified time period, and subject to such conditions, if any, as shall be
determined by the Committee and stated in the option document, to receive a cash payment of such amount per Share as shall
be determined by the Committee and stated in the option document, not to exceed the excess, if any, of the Fair Market Value
of a Share on the date of exercise of a Cash Right over the Fair Market Value of Share on the date of grant of a Cash Right, in
lieu of exercising a Non
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Qualified Option.
4.
SHARES SUBJECT TO PLAN