Comcast 2013 Annual Report Download - page 217

2.54. “ Third Party ” means any Person, together with such Person’s Affiliates, provided that the term “Third Party” shall not include the
Company or an Affiliate of the Company.
2.55. “ Total Compensation ” means:
(a) For Plan Years beginning before 2015, the sum of an Eligible Employee’s Annual Rate of Pay, plus Company Credits described
in Section 3.8, plus any target bonus amount under a cash bonus award that is includible as “Compensation” under Section 2.15, plus the grant
date value (for Eligible Comcast Employees) or the target value (for Eligible NBCU Employees) of any annual long-term incentive award
granted in the immediately preceding Plan Year, all as determined by the Administrator in its sole discretion, as of the September 30th
immediately preceding the Plan Year.
(b) For Plan Years beginning after 2014, the sum of an Eligible Employee’s Annual Rate of Pay, plus Company Credits described in
Section 3.8, plus any target bonus amount under a cash bonus award that is includible as “Compensation” under Section 2.15, plus the grant date
value of any annual long-
term incentive award granted in the immediately preceding Plan Year, all as determined by the Administrator in its sole
discretion, as of the September 30th immediately preceding the Plan Year.
(c) For the purpose of determining Total Compensation under the Plan, the Administrator, in its sole discretion, may determine the
applicable value of an Eligible Employee’s annual long-term incentive award in appropriate circumstances, such as where the Eligible
Employee’s actual annual long-term incentive award (if any) reflects a new hire’s short period of service, or other similar circumstances.
ARTICLE 3 – INITIAL AND SUBSEQUENT ELECTIONS
3.1. Elections .
(a) Initial Elections . Subject to any applicable limitations or restrictions on Initial Elections, each Outside Director, Director
Emeritus and Eligible Employee shall have the right to defer Compensation by filing an Initial Election with respect to Compensation that he
would otherwise be entitled to receive for a calendar year at the time and in the manner described in this Article 3. Notwithstanding the
foregoing, an individual who is expected to become a New Key Employee on a specific date shall be treated as an “Eligible Employee” for
purposes of this Section 3.1(a) and may file an Initial Election before the date on which such individual becomes a New Key Employee. The
Compensation of such Outside Director, Director Emeritus or Eligible Employee for a calendar year shall be reduced in an amount equal to the
portion of the Compensation deferred by such Outside Director, Director Emeritus or Eligible Employee for such calendar year pursuant to such
Outside Director’s, Director Emeritus’s or Eligible Employee’s Initial Election. Such reduction shall be effected on a pro rata basis from each
periodic installment payment of such Outside Director’s, Director Emeritus’s or Eligible Employee’s Compensation for the calendar year (in
accordance with the general pay practices of the Participating Company), and credited, as a bookkeeping entry, to such Outside Director’s,
Director Emeritus’s or Eligible Employee’s Account in accordance with
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