Comcast 2014 Annual Report Download - page 225

The determination of the Committee in all matters as stated above shall be conclusive.
(c) Meetings . The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority
of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts
of the Committee.
(d) Exculpation . No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take
any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has
breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the
Committee pursuant to any criminal statute.
(e) Indemnification . Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be
entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company’s
Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the
Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee,
whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding.
(f) Delegation of Authority . The Committee may delegate its authority with respect to the grant, amendment, interpretation and
administration of grants and awards of restricted stock and restricted stock units to a person, persons or committee, in its sole and absolute
discretion. Actions taken by the Committee’s duly-authorized delegate shall have the same force and effect as actions taken by the Committee.
Any delegation of authority pursuant to this Paragraph 5(f) shall continue in effect until the earliest of:
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of Shares and/or Restricted Stock Units, as applicable, to be granted pursuant to each Award, and, pursuant to the provisions
of the Plan, to determine the terms and conditions of each Award, including the restrictions applicable to such Shares and the
conditions upon which a Vesting Date shall occur; and
(ii) interpret the Plan’s provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other
determinations necessary or advisable for the administration of the Plan.
(i)
such time as the Committee shall, in its sole and absolute discretion, revoke such delegation of authority;
(ii) in the case of delegation to a person that is conditioned on such person’
s continued service as an employee of the Company or
as a member of the Board, the date such delegate shall cease to serve in such capacity for any reason; or