Looking for an agreement? Search from over 1 million agreements now.

Restricted Stock Plan

This is an actual contract by Comcast.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
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.


-1-


(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


-2-


(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.


-3-


(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.


-4-


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. Ac
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |