Comcast 2013 Annual Report Download - page 190

(a) Committee . The Plan shall be administered by the Compensation Committee of the Board or any other committee or subcommittee
designated by the Board, provided that the committee administering the Plan is composed of two or more non-employee members of the Board,
each of whom is an Outside Director.
(b) Delegation of Authority . The Committee may delegate its authority with respect to the grant, amendment, interpretation and
administration of Options to a person, persons or committee, in its sole and absolute discretion. Actions taken by the Committee’s duly-
authorized delegate shall have the same force and effect as actions taken by the Committee. Any delegation of authority pursuant to this
Paragraph 5(b) shall continue in effect until the earliest of:
(c) Meetings . The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority
of the members of the Committee or acts approved by the unanimous consent of the members of the Committee shall be the valid acts of the
Committee.
(d) Exculpation . No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take
any action in connection with the administration of the Plan or the granting of Options thereunder unless (i) the member of the Committee has
breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however , that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the
Committee pursuant to any criminal statute.
(e) Indemnification . Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be
entitled without further act on his part to indemnity from the Sponsor to the fullest extent provided by applicable law and the Sponsor’s By-laws
in connection with or arising out of any actions, suit or proceeding with respect to the administration of the Plan or the granting of Options
thereunder in which he may be involved by reasons of his being or having been a member of the Committee, whether or not he continues to be
such member of the Committee at the time of the action, suit or proceeding.
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5.
ADMINISTRATION OF PLAN
(i)
such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority;
(ii) in the case of delegation to a person that is conditioned on such person’
s continued service as an employee of the Company or
as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or
(iii)
the delegate shall notify the Committee that he or she declines to continue to exercise such authority.