Comcast 2014 Annual Report Download - page 235

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minimum amount; and (B) to pay to the Company in cash all or a portion of the taxes to be withheld in connection with such
grant, Vesting Date or Account distribution. 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 Grantee or
withheld from an Account distribution. Any election pursuant to this Paragraph 9(c)(ii) must be in writing made prior to the
date specified by the Committee, and in any event prior to the date the amount of tax to be withheld or paid is determined. An
election pursuant to this Paragraph 9(c)(ii) may be made only by a Grantee or, in the event of the Grantee’s death, by the
Grantee’s legal representative. Shares withheld pursuant to this Paragraph 9(c)(ii) shall be available for subsequent grants
under the Plan. The Committee may add such other requirements and limitations regarding elections pursuant to this
Paragraph 9(c)(ii) as it deems appropriate.
(iii) If part of a Grantee’s Award is subject to an Initial Election or, 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 satisfaction of a performance or
service condition, or the Grantee’s satisfaction of the age and service conditions for retirement eligibility, and, as a result
thereof, employment tax liabilities arise, then, except to the extent the Grantee affirmatively elects otherwise as part of the
Initial Election, the Grantee shall be required to remit to the Company an amount sufficient to satisfy any federal, state and/or
local withholding tax requirements. As part of the Grantee’
s Initial Election, the Grantee may elect that Shares subject to such
Award be withheld by the Company to the extent necessary to pay such employment tax liabilities (on a fully grossed-up
basis to cover income and other withholding tax liabilities that may arise in connection with such an event), notwithstanding
that such Shares may not yet have vested and become deliverable in accordance with the terms of the Award. Shares withheld
pursuant to this Paragraph 9(c)(iii) shall be deemed allocated and offset against the number of Restricted Stock Units that may
become subject to vesting under the terms of the Award on a basis pro rata to the Restricted Stock Units that give rise to the
employment tax liabilities. With respect to any Grantee under the Plan who is subject to the short-swing profit recapture rules
of section 16(b) of the 1934 Act, the requirement to withhold Shares pursuant to this Paragraph 9(c)(iii) is intended to permit
such Grantees to obtain the benefit of section 16(b)(3)(e) of the 1934 Act.