Comcast 2013 Annual Report Download - page 199

required pursuant to Rule 16b-3(b) under the 1934 Act) change the class of individuals eligible to receive an Incentive Stock Option, extend the
expiration date of the Plan, decrease the minimum option price of an Incentive Stock Option granted under the Plan or increase the maximum
number of shares as to which Options may be granted, except as provided in Paragraph 10 hereof.
(b) Repricing of Options . Notwithstanding any provision in the Plan to the contrary, neither the Board nor the Committee may, without
obtaining prior approval by the Sponsor’s shareholders, reduce the option price of any issued and outstanding Option granted under the Plan at
any time during the term of such option (other than by adjustment pursuant to Paragraph 10 relating to Changes in Capitalization). This
Paragraph 13(b) may not be repealed, modified or amended without the prior approval of the Sponsor’s shareholders.
(a) In General . The Committee shall have the power to make each grant under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the 1933 Act or the 1934 Act, including Rule 16b-3 (or any similar rule) of the
Securities and Exchange Commission.
(b) Acknowledgment of Securities Law Restrictions on Exercise
. To the extent required by the Committee, unless the Shares subject to the
Option are covered by a then current registration statement or a Notification under Regulation A under the 1933 Act, each notice of exercise of
an Option shall contain the Optionee’s acknowledgment in form and substance satisfactory to the Committee that:
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SECURITIES LAW
(i)
the Shares subject to the Option are being purchased for investment and not for distribution or resale (other than a distribution
or resale which, in the opinion of counsel satisfactory to the Sponsor, may be made without violating the registration
provisions of the Act);
(ii) the Optionee has been advised and understands that (A) the Shares subject to the Option have not been registered under the
1933 Act and are “restricted securities” within the meaning of Rule 144 under the 1933 Act and are subject to restrictions on
transfer and (B) the Sponsor is under no obligation to register the Shares subject to the Option under the 1933 Act or to take
any action which would make available to the Optionee any exemption from such registration;
(iii)
the certificate evidencing the Shares may bear a restrictive legend; and
(iv) the Shares subject to the Option may not be transferred without compliance with all applicable federal and state securities
laws.