Comcast 2013 Annual Report Download - page 200

(c) Delay of Exercise Pending Registration of Securities
. Notwithstanding any provision in the Plan or an option document to the contrary,
if the Committee determines, in its sole discretion, that issuance of Shares pursuant to the exercise of an Option should be delayed pending
registration or qualification under federal or state securities laws or the receipt of a legal opinion that an appropriate exemption from the
application of federal or state securities laws is available, the Committee may defer exercise of any Option until such Shares are appropriately
registered or qualified or an appropriate legal opinion has been received, as applicable.
(a) Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of an Option, the Company
shall have the right to (i) require the recipient to remit to the Sponsor an amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (ii) take any action whatever that it deems
necessary to protect its interests with respect to tax liabilities. The Sponsor’s obligation to make any delivery or transfer of Shares on the
exercise of an Option shall be conditioned on the recipient’s compliance, to the Sponsor’s satisfaction, with any withholding requirement. In
addition, if the Committee grants Options or amends option documents to permit Options to be transferred during the life of the Optionee, the
Committee may include in such option documents such provisions as it determines are necessary or appropriate to permit the Company to deduct
compensation expenses recognized upon exercise of such Options for federal or state income tax purposes.
(b) Except as otherwise provided in this Paragraph 15(b), any tax liabilities incurred in connection with the exercise of an Option under the
Plan other than an Incentive Stock Option shall be satisfied by the Sponsor’
s withholding a portion of the Shares underlying the Option exercised
having a Fair Market Value approximately equal to the minimum amount of taxes required to be withheld by the Sponsor under applicable law,
unless otherwise determined by the Committee with respect to any Optionee. Notwithstanding the foregoing, except with respect to Options
subject to the automatic exercise provisions described in Paragraph 7(h)(ii), the Committee may permit an Optionee to elect one or both of the
following: (i) to have taxes withheld in excess of the minimum amount required to be withheld by the Sponsor under applicable law; provided
that the Optionee certifies in writing to the Sponsor that the Optionee owns a number of Other Available Shares having a Fair Market Value that
is at least equal to the Fair Market Value of Option Shares to be withheld by the Company for the then-current exercise on account of withheld
taxes in excess of such minimum amount, and (ii) to pay to the Sponsor in cash all or a portion of the taxes to be withheld upon the exercise of
an Option. In all cases, the Shares so withheld by the Company shall have a Fair Market Value that does not exceed the amount of taxes to be
withheld minus the cash payment, if any, made by the Optionee. Any election pursuant to this Paragraph 15(b) must be in
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15.
WITHHOLDING OF TAXES ON EXERCISE OF OPTION