Comcast 2014 Annual Report Download - page 361

an escrow, trust, custodial account or fiduciary relationship of any kind. Nothing contained in the Plan or an Award shall be construed to
eliminate any priority or preferred position of Grantee in a bankruptcy matter with respect to claims for wages.
(f) Non-Assignability, Etc. The right of Grantee to receive Shares subject to an Election under this Paragraph 6, or to amounts
deemed invested in the Income Fund pursuant to a Diversification Election, shall not be subject in any manner to attachment or other legal
process for the debts of Grantee; and no right to receive Shares or cash hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment or encumbrance.
7. Notices . Any notice to the Company under this Agreement shall be made in care of the Committee at the Company’s main office in
Philadelphia, Pennsylvania. All notices under this Agreement shall be deemed to have been given when hand-delivered or mailed, first class
postage prepaid, and shall be irrevocable once given.
8. Securities Laws . The Committee may from time to time impose any conditions on the Shares issuable with respect to Restricted Stock
Units as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in
compliance with the Securities Act of 1933, as amended.
9. Delivery of Shares; Repayment .
(a) Delivery of Shares . Except as otherwise provided in Paragraph 6, the Company shall notify Grantee that a Vesting Date with
respect to Restricted Stock Units has occurred. Within ten (10) business days of a Vesting Date, the Company shall, without payment from
Grantee, satisfy its obligations to (a) pay the Dividend Equivalent Amount (if any) and (b) deliver Shares issuable under the Plan either by
(i) delivery of a physical certificate for Shares issuable under the Plan or (ii) arranging for the recording of Grantee’s ownership of Shares
issuable under the Plan on a book entry recordkeeping system maintained on behalf of the Company, in either case without any legend or
restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 8, provided that the
Dividend Equivalent Amount (if any) will not be paid and/or Shares will not be delivered to Grantee until appropriate arrangements have been
made with the Company for the withholding of any taxes which may be due with respect to such payment and/or the Shares. The Company may
condition delivery of certificates for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to
assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares
shall be satisfied in cash, measured by the product of the fractional amount times the Fair Market Value of a Share on the Vesting Date, as
determined by the Committee.
(b) Repayment
. If it is determined by the Board that gross negligence, intentional misconduct or fraud by Grantee caused or partially
caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by
law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of Shares
delivered pursuant to the vesting of the Restricted Stock Units, or to effect the cancellation of unvested Restricted Stock Units, if (i) the vesting
of the Award was calculated based upon, or contingent on, the achievement of
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