Comcast 2014 Annual Report Download - page 234

(b) Taxes . Subject to the rules of Paragraph 9(c), the Company shall be entitled, if necessary or desirable, to withhold the amount of any
tax, charge or assessment attributable to the grant of any Award or the occurrence of a Vesting Date with respect to any Award, or distribution of
all or any part of a Grantee’s Account. The Company shall not be required to deliver Shares pursuant to any Award or distribute a Grantee’s
Account until it has been indemnified to its satisfaction for any such tax, charge or assessment.
(c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to Satisfy Tax Liability .
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(i) In connection with the grant of any Award, the occurrence of a Vesting Date under any Award or the distribution of a
Grantee’s Account, or if, under the terms of an Award, a Grantee’s rights with respect to Restricted Stock Units become free
of a substantial risk of forfeiture as the result of the Grantee’s satisfaction of the age and service conditions for retirement
eligibility, and, as a result thereof, employment tax liabilities arise, the Company shall have the right to (A) require the
Grantee to remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements,
or (B) take any action whatever that it deems necessary to protect its interests with respect to tax liabilities. The Company’s
obligation to make any delivery or transfer of Shares shall be conditioned on the Grantee’s compliance, to the Company’s
satisfaction, with any withholding requirement.
(ii) Except as otherwise provided in this Paragraph 9(c)(ii), any tax withholding obligations incurred in connection with the grant
of any Award, the occurrence of a Vesting Date under any Award under the Plan that is not subject to an Initial Election, or
the distribution of the portion of a Grantee’s Account that is credited to the Company Stock Fund, shall be satisfied by the
Company’
s withholding a portion of the Shares subject to such Award having a Fair Market Value approximately equal to the
minimum amount of taxes required to be withheld by the Company under applicable law, unless otherwise determined by the
Committee with respect to any Grantee. Notwithstanding the foregoing, the Committee may permit a Grantee to elect one or
both of the following to satisfy tax withholding obligations with respect to any Award under the Plan that is not subject to an
Initial Election: (A) to have taxes withheld in excess of the minimum amount required to be withheld by the Company under
applicable law; provided that the Grantee certifies in writing to the Company at the time of such election that the Grantee
owns Other Available Shares having a Fair Market Value that is at least equal to the Fair Market Value to be withheld by the
Company in payment of withholding taxes in excess of such