Comcast 2014 Annual Report Download - page 357

2. Grant of Restricted Stock Units . Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to
Grantee the Restricted Stock Units.
3. Dividend Equivalents .
(a) The Restricted Stock Units are granted with dividend equivalent rights. If the Company declares a cash dividend on the Shares, an
amount equivalent to such dividend will be credited to an unfunded bookkeeping account with respect to each outstanding and unvested
Restricted Stock Unit (the “ Dividend Equivalent Amount ”) on the record date of such dividend.
(b) The Dividend Equivalent Amount will be credited as cash, without interest, and will not be converted to Shares. The Dividend
Equivalent Amount will be payable in cash, but only upon the applicable Vesting Date(s) of the underlying Restricted Stock Units as determined
in accordance with Paragraph 4 below, and will be cancelled and forfeited if the underlying Restricted Stock Units are cancelled or forfeited as
determined in accordance with Paragraph 5 below.
4. Vesting of Restricted Stock Units .
(a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest in the Restricted Stock Units on the Vesting
Dates set forth on the attached Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall be entitled to the delivery of
Shares with respect to such Restricted Stock Units; provided, however, that on the Vesting Date, Grantee is, and has from the Date of Grant
continuously been, an employee of the Company or a Subsidiary Company during the Restricted Period, provided further that the applicable
Performance Goal as set forth on the attached Long-Term Incentive Awards Summary Schedule has been satisfied, and provided further that
Grantee has complied with all applicable provisions of the HSR Act.
(b) Notwithstanding Paragraph 4(a) to the contrary, if Grantee terminates employment with the Company or a Subsidiary Company
during the Restricted Period due to (i) Grantee’s death or (ii) Grantee becoming a Disabled Grantee within the meaning of Paragraph 1(i)(1), the
Vesting Date for the Restricted Stock Units shall be accelerated so that a Vesting Date will be deemed to occur with respect to the Restricted
Stock Units on the date of such termination of employment; provided, however, that Grantee has complied with all applicable provisions of the
HSR Act.
(c) Notwithstanding Paragraphs 4(a) to the contrary, and subject to the non-solicitation or non-competition obligations described in
Paragraph 4(d), if Grantee terminates employment with the Company or a Subsidiary Company during the Restricted Period for any reason other
than (i) Grantee’s death, (ii) Grantee becoming a Disabled Grantee within the meaning of Paragraph 1(i)(1) or (iii) a Company-initiated
termination for Cause, after having attained age 62 and completing ten (10) or more years of service with the Company or a Subsidiary
Company, the following shall apply, provided further that the applicable Performance
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