Comcast 2014 Annual Report Download - page 362

financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of the Award would have been
less had the financial statements been correct. In addition, to the extent that the receipt of an Award subject to repayment under this Paragraph 9
(b) has been deferred pursuant to Paragraph 6 (or any other plan, program or arrangement that permits the deferral of receipt of an Award), such
Award (and any earnings credited with respect thereto) shall be forfeited in lieu of repayment.
10. Section 409A . Notwithstanding the above, to the extent that any Restricted Stock Units are determined by the Company to be
“nonqualified deferred compensation” under section 409A of the Code and its implementing regulations and guidance and Shares become
deliverable with respect to such Restricted Stock Units as a result of the Grantee’s termination of employment, such Shares will only be
delivered if such termination of employment constitutes a “separation from service” within the meaning of Treas. Reg. 1.409A-1(h) and, to the
extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under
Section 409A of the Code, Shares that would otherwise become deliverable upon the Grantee’s “separation from service” will be deferred
(without interest) and issued to the Grantee immediately following that six month period.
11. Award Not to Affect Employment . The Award granted hereunder shall not confer upon Grantee any right to continue in the
employment of the Company or any subsidiary or affiliate of the Company.
12. Miscellaneous .
(a) The Award granted hereunder is subject to the approval of the Plan by the shareholders of the Company to the extent that such
approval (i) is required pursuant to the By-Laws of the National Association of Securities Dealers, Inc., and the schedules thereto, in connection
with issuers whose securities are included in the NASDAQ National Market System, or (ii) is required to satisfy the conditions of Rule 16b-3.
(b) The address for Grantee to which notice, demands and other communications to be given or delivered under or by reason of the
provisions hereof shall be Grantee’s address as reflected in the Company’s personnel records.
(c) The validity, performance, construction and effect of this Award shall be governed by the laws of the Commonwealth of
Pennsylvania, without giving effect to principles of conflicts of law.
-9-
COMCAST CORPORATION
BY:
ATTEST: