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Comcast - Restricted Stock Plan
EXHIBIT 4.1
COMCAST CORPORATION
1990 RESTRICTED STOCK PLAN
(As Amended and Restated, Effective June 21, 1999)
1. PURPOSE
The purpose of the Plan is to promote the ability of Comcast Corporation (the "Company") to retain certain key employees and enhance the growth and profitability of the Company by providing the incentive of long-term awards for continued employment and the attainment of performance objectives.
2. DEFINITIONS
(a) "Active Grantee" means each Grantee who is actively employed by a Participating Company.
(b) "Affiliate" means, with respect to any Person, any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control," including its correlative terms "controlled by" and "under common control with," mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
(c) "Award" means an award of Restricted Stock granted under the Plan.
(d) "Board" means the Board of Directors of the Company.
(e) "Change of Control" means any transaction or series of transactions as a result of which any Person who was a Third Party immediately before such transaction or series of transactions directly or indirectly owns then-outstanding securities of the Company having more than 50 percent of the voting power for the election of directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended.
(g) "Comcast Plan" means any restricted stock, stock bonus, stock option or other compensation plan, program or arrangement established or maintained by the Company or an Affiliate, including but not limited to this Plan, the Comcast Corporation 1997 Deferred Stock Option Plan, the Comcast Corporation 1996 Stock Option Plan and the Comcast Corporation 1987 Stock Option Plan.
(h) "Committee" means the Subcommittee on Performance Based Compensation of the Compensation Committee of the Board.
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(i) "Company" means Comcast Corporation, a Pennsylvania corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.
(j) "Date of Grant" means the date on which an Award is granted.
(k) "Deceased Grantee" means:
(i) A Grantee whose employment by a Participating Company is
terminated by death; or
(ii) A Grantee who dies following termination of employment by a
Participating Company.
(l) "Disabled Grantee" means:
(i) A Grantee whose employment by a Participating Company is
terminated by reason of disability;
(ii) A Grantee who becomes disabled (as determined by the Committee)
following termination of employment by a Participating Company;
or
(iii) The duly-appointed legal guardian of an individual described in
Paragraph 2(l)(i) or 2(l)(ii) acting on behalf of such
individual.
(m) "Election" means a written election on a form provided by the Committee, filed with the Committee in accordance with Paragraph 8, pursuant to which a Grantee:
(i) Elects, within the time or times specified in Paragraph 8, to
defer the distribution date of Restricted Stock; and
(ii) Designates the distribution date of Restricted Stock.
(n) "Eligible Employee" means a management employee of a Participating Company, as determined by the Committee.
(o) "Grantee" means an Eligible Employee who is granted an Award.
(p) "Normal Retirement" means a Grantee's termination of employment that is treated by the Participating Company as a retirement under its employment policies and practices as in effect from time to time.
(q) "Other Available Shares" means, as of any date, the excess, if any of:
(i) the total number of Shares owned by a Grantee; over
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(ii) the sum of:
(1) the number of Shares owned by such Grantee for less than
six months; plus
(2) the number of Shares owned by such Grantee that has, within
the preceding six months, been the subject of a withholding
certification pursuant to Paragraph 9(c)(ii) or any similar
withholding certification under any other Comcast Plan;
plus
(3) the number of Shares owned by such Grantee that has, within
the preceding six months, been received in exchange for
Shares surrendered as payment, in full or in part, of the
exercise price for an option to purchase any securities of
the Company or an Affiliate under any Comcast Plan, but
only to the extent of the number of Shares surrendered;
plus
(4) The number of Shares owned by such Grantee as to which
evidence of ownership has, within the preceding six months,
been provided to the Company in connection with the
crediting of "Deferred Stock Units" to such Optionee's
Account under the Comcast Corporation 1997 Deferred Stock
Option Plan.
For purposes of this Paragraph 2(q), a Share that is subject to a deferral election pursuant to Paragraph 8 or another Comcast Plan shall not be treated as owned by a Grantee until all conditions to the delivery of such Share have lapsed. For purposes of Paragraph 9(c), the number of Other Available Shares shall be determined separately for the Company's Class A Special Common Stock, par value, $1.00, and for the Company's Class A Common Stock, par value, $1.00.
(r) "Parent Company" means all corporations that, at the time in question, are parent corporations of the Company within the meaning of section 424(e) of the Code.
(s) "Participating Company" means the Company and each of the Parent Companies and Subsidiary Companies.
(t) "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.
(u) "Plan" means the Comcast Corporation 1990 Restricted Stock Plan, as set forth herein, and as amended from time to time.
(v) "Plan Year" means the 365-day period (or the 366-day period) extending from January 3 to the next following January 2.
(w) "Restricted Stock" means Shares subject to restrictions as set forth in an Award.
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(x) "Retired Grantee" means a Grantee who has terminated employment pursuant to a Normal Retirement.
(y) "Roberts Family." Each of the following is a member of the Roberts Family:
(i) Brian L. Roberts;
(ii) a lineal descendant of Brian L. Roberts; or
(iii) a trust established for the benefit of any of Brian L. Roberts
and/or a lineal descendant or descendants of Brian L. Roberts.
(z) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.
(aa) "Share" or "Shares" means:
(i) for all purposes of the Plan, a share or shares of Class A
Special Common Stock, $1.00 par value, of the Company.
(ii) solely for purposes of Paragraphs 2(q) and 9(c), the term
"Share" or "Shares" also means a share or shares of the
Company's Class A Common Stock, par value, $1.00.
(bb) "Subsidiary Companies" means:
(i) all corporations that, at the time in question, are subsidiary
corporations of the Sponsor within the meaning of section 424(f)
of the Code; and
(ii) Jones Intercable, Inc. and all corporations that, at the time in
question, are subsidiary corporations of Jones Intercable, Inc.
within the meaning of section 424(f) of the Code.
(cc) "Terminating Event" means any of the following events:
(i) the liquidation of the Company; or
(ii) a Change of Control.
(dd) "Third Party" means any Person, together with such Person's Affiliates, provided that the term "Third Party" shall not include the Company, an Affiliate of the Company or any member or members of the Roberts Family.
(ee) "1933 Act" means the Securities Act of 1933, as amended.
(ff) "1934 Act" means the Securities Exchange Act of 1934, as amended.
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3. RIGHTS TO BE GRANTED
Rights that may be granted under the Plan are rights to Restricted Stock, which gives the Grantee ownership rights in the Shares subject to the Award, subject to a substantial risk of forfeiture, as set forth in Paragraph 7, and to deferred payment, as set forth in Paragraph 8.
4. SHARES SUBJECT TO THE PLAN
(a) Not more than 9,750,000 Shares in the aggregate may be issued under the Plan pursuant to the grant of Awards, subject to adjustment in accordance with Paragraph 10. The Shares issued under the Plan may, at the Company's option, be either Shares held in treasury or Shares originally issued for such purpose.
(b) If Restricted Stock is forfeited pursuant to the term of an Award, other Awards with respect to such Shares may be granted.
5. ADMINISTRATION OF THE PLAN
(a) Administration. The Plan shall be administered by the Committee.
(b) Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to:
(i) select those Employees to whom Awards shall be granted under the
Plan, to determine the number of Shares to be granted pursuant
to each Award, and, pursuant to the provisions of the Plan, to
determine the terms and conditions of each Award, including the
restrictions applicable to such Shares; and
(ii) interpret the Plan's provisions, prescribe, amend and rescind
rules and regulations for the Plan, and make all other
determinations necessary or advisable for the administration of
the Plan.
The determination of the Committee in all matters as stated above shall be conclusive.
(c) Meetings. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be the valid acts of the Committee.
(d) Exculpation. No member of the Committee shall be personally liable for monetary damages for any action taken or any failure to take any action in connection with the administration of the Plan or the granting of Awards thereunder unless (i) the member of the Committee has breached or failed to perform the duties of his office, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Paragraph 5(d) shall not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute.
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(e) Indemnification. Service on the Committee shall constitute service as a member of the Board. Each member of the Committee shall be entitled without further act on his part to indemnity from the Company to the fullest extent provided by applicable law and the Company' s Articles of Incorporation and By-laws in connection with or arising out of any action, suit or proceeding with respect to the administration of the Plan or the granting of Awards thereunder in which he may be involved by reason of his being or having been a member of the Committee, whether or not he continues to be such member of the Committee at the time of the action, suit or proceeding.
6. ELIGIBILITY
Awards may be granted only to Eligible Employees, as determined by the Committee. No Awards shall be granted to an individual who is not an employee of a Participating Company.
7. RESTRICTED STOCK AWARDS
The Committee may grant Awards in accordance with the Plan. The terms and conditions of Awards shall be set forth in writing as determined from time to time by the Committee, consistent, however, with the following:
(a) Time of Grant. All Awards shall be granted within ten (10) years from the date of adoption of the Plan by the Board.
(b) Shares Awarded. The provisions of Awards need not be the same with respect to each Grantee. No cash or other consideration shall be required to be paid by the Grantee in exchange for an Award.
(c) Awards and Agreements. A certificate shall be issued to each Grantee in respect of Shares subject to an Award. Such certificate shall be registered in the name of the Grantee and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. The Company may require that the certificate evidencing such Restricted Stock be held by the Company until all restrictions on such Restricted Stock have lapsed.
(d) Restrictions. Subject to the provisions of the Plan and the Award, during a period set by the Committee commencing with the Date of Grant, which, for Grantees who are subject to the short-swing profit recapture rules of section 16(b) of the 1934 Act by virtue of their position as either a director, officer or holder of more than 10 percent of any class of equity securities of the Company, shall extend for at least six (6) months from the Date of Grant, the Grantee shall not be permitted to sell, transfer, pledge or assign Restricted Stock awarded under the Plan.
(e) Lapse of Restrictions. Subject to the provisions of the Plan and the Award, restrictions upon Shares subject to an Award shall lapse at such time or times and on such terms and conditions as the Committee may determine and as are set forth in the Award; provided, however, that the restrictions upon such Shares shall lapse only if the Grantee on the date of such lapse is, and has been an employee of a Participating Company continuously from the Date of Grant. The Award may provide for the lapse of restrictions in installments, as determined by the
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Committee. The Committee may, in its sole discretion, waive, in whole or in part, any remaining restrictions with respect to such Grantee's Restricted Stock.
(f) Rights of the Grantee. Grantees may have such rights with respect to Shares subject to an Award as may be determined by the Committee and set forth in the Award, including the right to vote such Shares, and the right to receive dividends paid with respect to such Shares.
(g) Termination of Grantee's Employment. A transfer of an Eligible Employee between two employers, each of which is a Participating Company, shall not be deemed a termination of employment. In the event that a Grantee terminates employment with all Participating Companies, all Shares remaining subject to restrictions shall be forfeited by the Grantee and deemed canceled by the Company.
(h) Delivery of Shares. Except as otherwise provided by Paragraph 8, when the restrictions imposed on Restricted Stock lapse with respect to one or more Shares, the Company shall notify the Grantee that such restrictions no longer apply, and shall deliver to the Grantee (or the person to whom ownership rights may have passed by will or the laws of descent and distribution) a certificate for the number of Shares for which restrictions have lapsed without any legend or restrictions (except those that may be imposed by the Committee, in its sole judgment, under Paragraph 9(a)). The right to payment of any fractional Shares that may have accrued shall be satisfied in cash, measured by the product of the fractional amount times the fair market value of a Share at the time the applicable restrictions lapse, as determined by the Committee.
8. DEFERRAL ELECTIONS
Effective for Awards granted after September 16, 1997, a Grantee may elect to defer the receipt of Restricted Stock as to which restrictions have lapsed as provided by the Committee in the Award, consistent, however, with the f...
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