Comcast 2013 Annual Report Download - page 193

Except (x) as authorized by the Committee and agreed to by an Optionee, or (y) for Options subject to the automatic exercise rules
described in Paragraph 7(h)(ii), with respect to Options granted before February 28, 2007, the payment methods described in Paragraph 7(d)(i),
(ii) and (iii) shall, to the extent so provided in an Option document, be the exclusive payment methods, provided that the Committee may, in its
sole discretion, and subject to the Optionee’s written consent on a form provided by the Committee, authorize Option documents covering
Options granted before February 28, 2007 to be amended to provide that the payment method described in Paragraph 7(d)(iv) shall be an
additional or the exclusive payment method.
(e) Issuance of Certificate Upon Exercise of Options; Payment of Cash . For purposes of the Plan, the Sponsor may satisfy its obligation to
deliver Shares following the exercise of Options either by (i) delivery of a physical certificate for Shares issuable on the exercise of Options or
(ii) arranging for the recording of Optionee’s ownership of Shares issuable on the exercise of Options on a book entry recordkeeping system
maintained on behalf of the Sponsor. Only whole Shares shall be issuable upon exercise of Options. No fractional Shares shall be issued. Any
right to a fractional Share shall be
-
11
-
in blank by the record holder of the Shares represented by such certificates; and if payment is made in whole or in part by
attestation of ownership, the Optionee shall attest to ownership of Shares representing Shares legally and beneficially owned
by such Optionee, free of all liens, claims and encumbrances of every kind and having a Fair Market Value on the date of
attestation that is equal to or greater than the aggregate option price for the Option Shares subject to payment by attestation of
Share ownership. The Committee may impose such limitations and prohibitions on attestation or ownership of Shares and the
use of Shares to exercise an Option as it deems appropriate; or
(iv) Via cashless exercise, such that subject to the other terms and conditions of the Plan, following the date of exercise, the
Company shall deliver to the Optionee Shares having a Fair Market Value at the time of exercise, equal to the excess, if any,
of (A) the Fair Market Value of such Shares at the time of exercise of the Option over (B) the sum of (1) the aggregate option
price for such Shares, plus (2) the applicable tax withholding amounts (as determined pursuant to Paragraph 15) for such
exercise; provided that in connection with such cashless exercise that would not result in the issuance of a whole number of
Shares, the Company shall withhold cash that would otherwise be payable to the Optionee from its regular payroll or the
Optionee shall deliver cash or a certified check payable to the order of the Company for the balance of the option price for a
whole Share to the extent necessary to avoid the issuance of a fractional Share or the payment of cash by the Company (as
provided in Paragraph 7(e)).