Comcast 2013 Annual Report Download - page 206

pursuant to Section 3.1(a), Comcast Corporation Class A Common Stock, par value $0.01, including a fractional share, and such other securities
issued by Comcast Corporation as may be subject to adjustment in the event that shares of either class of Company Stock are changed into, or
exchanged for, a different number or kind of shares of stock or other securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split-up or other substitution of securities of the Company. In such event, the Committee
shall make appropriate equitable anti-dilution adjustments to the number and class of hypothetical shares of Company Stock credited to
Participants’ Accounts under the Company Stock Fund. Any reference to the term “Company Stock” in the Plan shall be a reference to the
appropriate number and class of shares of stock as adjusted pursuant to this Section 2.13. The Committee’s adjustment shall be effective and
binding for all purposes of the Plan.
2.14. “ Company Stock Fund ” means a hypothetical investment fund pursuant to which income, gains and losses are credited to a
Participant’s Account as if the Account, to the extent deemed invested in the Company Stock Fund, were invested in hypothetical shares of
Company Stock, and all dividends and other distributions paid with respect to Company Stock were held uninvested in cash, and reinvested in
additional hypothetical shares of Company Stock as of the next succeeding December 31, based on the Fair Market Value of the Company Stock
for such December 31, provided that dividends and other distributions paid with respect to Company Stock after December 31, 2007 shall be
deemed to be reinvested in additional hypothetical shares of Company Stock as of the payment date for such dividends and other distributions,
based on the Fair Market Value of Company Stock as of such payment date, and provided further that dividends and other distributions paid with
respect to Company Stock after May 30, 2012 shall be credited to the Income Fund.
2.15. “ Compensation ” means:
(a) In the case of an Outside Director, the total remuneration payable in cash or payable in Company Stock (as elected by an Outside
Director pursuant to the Comcast Corporation 2002 Non-Employee Director Compensation Plan) for services as a member of the Board and as a
member of any Committee of the Board and in the case of a Director Emeritus, the total remuneration payable in cash for services to the Board.
(b) In the case of an Eligible Employee, the total cash remuneration for services payable by a Participating Company, excluding
(i) Severance Pay, (ii) sales commissions or other similar payments or awards other than cash bonus arrangements described in Section 2.15(c),
(iii) bonuses earned under any program designated by the Company’s Programming Division as a “long-term incentive plan” and (iv) cash
bonuses earned under any long-term incentive plan for employees of NBCUniversal.
(c) Except as otherwise provided by the Administrator, with respect to any Eligible Employee who is employed by NBCUniversal or
any cash bonus arrangement maintained for the benefit of employees of NBCUniversal under which there is a defined sales incentive target goal
and target payout that provides for payment on a quarterly, semi-annual or annual basis, the term “Compensation” shall include cash bonuses
earned under any such sales incentive arrangement for employees of NBCUniversal, provided that such cash bonus arrangement is the exclusive
cash bonus arrangement in which such Eligible Employee is eligible to participate.
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