Comcast Corporation 2006 Cash Bonus Plan as Amended



 Exhibit 10.9 
 COMCAST CORPORATION 
 2006 CASH BONUS PLAN

 (Amended and Restated, Effective October 27, 2009) 
  

	 	1.	BACKGROUND AND PURPOSE 

 Comcast Corporation, a Pennsylvania corporation, hereby amends and restates the Comcast Corporation 2006 Cash Bonus Plan (the “Plan”), effective as of October 27, 2009. The Plan was originally adopted effective
January 1, 2006. The Plan is the successor to the Comcast Corporation 2002 Cash Bonus Plan (the “2002 CB Plan”), the Comcast Corporation 2002 Executive Cash Bonus Plan (the “Executive Plan”), the Comcast Corporation 2002
Supplemental Cash Bonus Plan (the “Supplemental Plan”) and the Comcast Corporation 2004 Management Achievement Plan (the “MAP”). The purpose of the Plan is to provide management employees of Comcast Corporation (the
“Company”) and the Company’s Affiliates (as defined below) with an incentive to accomplish such business objectives as from time to time may be determined by the Committee. 
  

	 	2.	DEFINITIONS 

 (a)
“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. 
 (b)
“Award” means a cash bonus award granted under the Plan. An Award shall be expressed as the percentage of a Grantee’s base salary payable for a Plan Year that shall become payable if the Targets established by the Committee are
satisfied. The portion of an Award that shall be payable to a Grantee shall be determined by the Committee in accordance with the rules established for the Award for each Plan Year. 
 (c) “Board” means the Board of Directors of the Company. 
 (d) “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 owns then-outstanding securities of the Company such that such Person has the ability to direct the management of the Company, as determined by the Board in its discretion. The
Board may also determine that a Change of Control shall occur upon the completion of one or more proposed transactions. The Board’s determination shall be final and binding. 







 (e) “Committee” means the Compensation Committee of the Board or such other
committee of the Board assigned by the Board to administer the Plan. 
 (f) “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. 
 (g) “Date of Grant” means the date on which an Award is granted. 
 (h) “Disability” means: 
 (i) A Grantee’s substantially inability to perform the Grantee’s employment duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other
health-related cause for a period of twelve (12) consecutive months or for a cumulative period of fifty-two (52) weeks in any twenty-four (24) consectutive-month period; or 
 (ii) If more favorable to the Grantee, “Disability” as it may be defined in such Grantee’s employment
agreement between the Grantee and the Company or an Affiliate, if any. 
 (i) “Eligible Employee” means an
employee of the Company or an Affiliate, as determined by the Committee. 
 (j) “Grantee” means an Eligible
Employee who is granted an Award. 
 (k) “Person” means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization. 
 (l) “Plan” means the Comcast Corporation 2006 Cash
Bonus Plan as set forth herein, and as amended from time to time. 
 (m) “Plan Year” means the calendar year.

 (n) “Qualitative Performance Standards” means performance standards other than Quantitative Performance
Standards, including but not limited to customer service, management effectiveness, workforce diversity and other Qualitative Performance Standards relevant to the Company’s business, as may be established by the Committee, and the achievement
of which shall be determined in the discretion of the Committee. 
 (o) “Quantitative Performance Standards”
means performance standards such as income, expense, operating cash flow, capital spending, numbers of customers of or subscribers for various services and products offered by the Company or a division, customer service measurements and other
objective financial or service-based standards relevant to the Company’s business as may be established by the Committee. 
 (p) “Retirement” means termination of employment with the Company and its Affiliates after reaching age 57 and completing 10 or more years of service. 
  

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 (q) “Section 16(b) Officer” means an officer of the Company who is subject
to the short-swing profit recapture rules of section 16(b) of the 1934 Act. 
 (r) “Section 162(m) Award” means
an Award granted to an individual who, at the Date of Grant, is a “covered employee” within the meaning of section 162(m)(3) of the Code. 
 (s) “Target” means, for any Plan Year, the Qualitative Performance Standards and the Quantitative Performance Standards established by the Committee, in its discretion. Qualitative
Performance Standards, Quantitative Performance Standards and the weighting of such Standards may differ from Plan Year to Plan Year, and within a Plan Year, may differ among Grantees or classes of Grantees. 
 (t) “Terminating Event” means any of the following events: 
 (i) the liquidation of the Company; or 
 (ii) a Change of Control. 
 (u) “Third Party” means any Person, together with such Person’s Affiliates, provided that the term “Third Party” shall not include the Company or an Affiliate of the
Company. 
  

	 	3.	ADMINISTRATION OF THE PLAN 

 (a) Administration. The Plan shall be administered by the Committee. The Committee shall have the power and duty to do all things necessary or convenient to effect the intent and purposes of the Plan and not inconsistent with any of
the provisions hereof, whether or not such powers and duties are specifically set forth herein, and, by way of amplification and not limitation of the foregoing, the Committee shall have the power to: 
 (i) provide rules and regulations for the management, operation and administration of the Plan, and, from time to time, to
amend or supplement such rules and regulations; 
 (ii) construe the Plan, which construction, as long as made in
good faith, shall be final and conclusive upon all parties hereto; 
 (iii) correct any defect, supply any
omission, or reconcile any inconsistency in the Plan in such manner and to such extent as it shall deem expedient to carry the same into effect, and it shall be the sole and final judge of when such action shall be appropriate; and 
 (iv) determine whether the conditions to the payment of a cash bonus pursuant to an Award have been satisfied. 
  

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 The resolution of any questions with respect to payments and entitlements pursuant to the provisions of the
Plan shall be determined by the Committee, and all such determinations shall be final and conclusive. 
 (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 select those Eligible Employees to whom Awards shall be granted under the Plan, to determine the amount of cash to be paid
pursuant to each Award, and, pursuant to the provisions of the Plan, to determine the terms and conditions of each Award. 
 (c)
Delegation of Authority. 
 (i) Named Executive Officers and Section 16(b) Officers. All
authority with respect to the grant, amendment, interpretation and administration of Awards with respect to any Eligible Employee who is either (x) a Named Executive Officer (i.e., an officer who is required to be listed in the
Company’s Proxy Statement Compensation Table) or (y) is a Section 16(b) Officer is reserved to the Committee. 
 (ii) Senior Officers and Highly Compensated Employees. The Committee may delegate to a committee consisting of the Chairman of the Committee and one or more officers of the Company designated by
the Committee, discretion under the Plan to grant, amend, interpret and administer Awards with respect to any Eligible Employee who (x) holds a position with Comcast Corporation of Senior Vice President or a position of higher rank than Senior
Vice President or (y) has a base salary of $500,000 or more. 
 (iii) Other Employees. The Committee
may delegate to an officer of the Company, or a committee of two or more officers of the Company, discretion under the Plan to grant, amend, interpret and administer Awards with respect to any Eligible Employee other than an Eligible Employee
described in Paragraph 3(c)(i) or Paragraph 3(c)(ii). 
 (iv) Termination of Delegation of Authority.
Delegation of authority as provided under this Paragraph 3(c) shall continue in effect until the earliest of: 
 (x) such time as the Committee shall, in its discretion, revoke such delegation of authority; 
 (y) in
the case of delegation under Paragraph 5(c)(ii), the delegate shall cease to serve as Chairman of the Committee or serve as an employee of the Company for any reason, as the case may be and in the case of delegation under Paragraph 5(c)(iii), the
delegate shall cease to serve as an employee of the Company for any reason; or 
 (z) the delegate shall notify
the Committee that he declines to continue to exercise such authority. 
 (d) Grantee Information. The Company shall
furnish to the Committee in writing all information the Company deems appropriate for the Committee to exercise its powers and duties in administration of the Plan. Such information shall be conclusive for all purposes of the Plan and the Committee
shall be entitled to rely thereon without any investigation thereof; provided, however, that the Committee may correct any errors discovered in any such information. 
  

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	 	4.	ELIGIBILITY 

 Awards may
be granted only to Eligible Employees of the Company and its Affiliates, as determined by the Committee. No Awards shall be granted to an individual who is not an Eligible Employee of the Company or an Affiliate of the Company. 
  

	 	5.	AWARDS 

 The Committee may
grant Awards in accordance with the Plan. The terms and conditions of Awards shall be as determined from time to time by the Committee, consistent, however, with the following: 
 (a) Time of Grant. Awards may be granted at any time from the date of adoption of the Plan by the Board until the Plan is terminated
by the Board or the Committee. 
 (b) Non-uniformity of Awards. The provisions of Awards need not be the same with
respect to each Grantee. 
 (c) Establishment of Targets and Conditions to Payment of Awards. 
 (i) Awards shall be expressed as a percentage of a Grantee’s base salary. 
 (ii) The Committee shall establish such conditions on the payment of a bonus pursuant to an Award as it may, in its sole
discretion, deem appropriate. 
 (iii) The Award may provide for the payment of Awards in installments, or upon
the satisfaction of Qualitative Performance Standards or Quantitative Performance Standards, on an individual, divisional or Company-wide basis, as determined by the Committee. 
 (iv) For any Section 162(m) Award, the Committee shall establish the Targets for each Plan Year no later than 90 days
after the first day of the Plan Year, or, if sooner, within the first 25% of the Plan Year, provided, however, that the Committee must determine that, as of the date the Quantitative Performance Standards are established, it is substantially
uncertain whether the Quantitative Performance Standards will be achieved. 
 (v) Each Grantee shall be entitled
to receive payment of the Award for a Plan Year only after certification by the Committee that the Targets established by the Committee for such Plan Year have been satisfied. The Company shall pay the Awards under the Plan to each Grantee as soon
as reasonably practicable following the end of each Plan Year, but not later than 2-1/2 months following the close of such Plan Year. 
  

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 (vi) For purposes of calculating whether any Quantitative Performance
Standard has been met, in the event there is a significant acquisition or disposition of any assets, business division, company or other business operations of the Company or such division or business unit that is reasonably expected to have an
effect on the Quantitative Performance Standard as otherwise determined under the terms of the Plan, the relevant performance objectives shall be adjusted to take into account the impact of such acquisition or disposition by increasing or decreasing
such goals in the same proportion as the relevant performance measure of the Company or such division or business unit would have been affected for the prior performance measurement period on a pro forma basis had such an acquisition or disposition
occurred on the same date during the prior performance measurement period; provided further that such adjustment shall be based upon the historical equivalent of the relevant performance measure of the business or assets so acquired or disposed of
for the prior performance measurement period, as shown by such records as are available to the Company, as further adjusted to reflect any aspects of the transaction that should be taken into account to ensure comparability between amounts in the
prior performance measurement period and the current performance measurement period. 
 (vii) Notwithstanding the
determination of the amount of a Grantee’s bonus payable with respect to any Plan Year under the Plan, the Committee shall have the discretion to reduce or eliminate the bonus otherwise payable to a Grantee if it determines that such a
reduction or elimination of the bonus is in the best interests of the Company. The Committee may not waive, in whole or in part, any remaining conditions to payment of a Section 162(m) Award. 
 (e) Transfer and Termination of Grantee’s Employment. 
 (1) Transfer of Employment. A transfer of an Eligible Employee between two employers, each of which is the Company or
an Affiliate of the Company (a “Transfer”), shall not be deemed a termination of employment. The Committee may grant Awards pursuant to which the Committee reserves the right to modify the calculation of an Award in connection with a
Transfer. In general, except as otherwise provided by the Committee at the time an Award is granted or in connection with a Transfer, upon the Transfer of a Grantee between divisions while an Award is outstanding and unexpired, the outstanding Award
shall be treated as having terminated and expired, and a new Award shall be treated as having been made, effective as of the effective date of the Transfer, for the portion of the Award which had not expired or been paid, but subject to the
performance and payment conditions applicable generally to Awards for Grantees who are employees of the transferee division, all as shall be determined by the Committee in an equitable manner. 
 (2) Termination of Employment. 
 (i) Termination For Any Reason Other Than Death, Disability or Retirement. If a Grantee terminates employment with the
Company and its Affiliates for any reason other than death, Disability or Retirement, all Awards remaining subject to conditions to payment shall be forfeited by the Grantee and deemed canceled by the Company. 
 (ii) Termination Because of Death. If a Grantee terminates employment with the Company and its Affiliates because of
death, the Company shall pay the Award to the Grantee’s estate as soon as practicable following the Grantee’s death, but

  

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not later than the 15th day of the third month beginning after calendar year in which the Grantee dies. The Award shall be calculated based on the assumption that the applicable Targets were satisfied, and based on the
Grantee’s compensation earned through the date of the Grantee’s death. 
 (iii) Termination Because
of Disability or Retirement. If a Grantee terminates employment with the Company and its Affiliates because of Disability or Retirement, the Company shall pay the Award to the Grantee at the same time that Awards are payable to Grantees whose
employment has not terminated. The Award shall be calculated based on the extent to which the applicable Targets are actually satisfied for the calendar year in which the Grantee’s employment terminated, and based on the Grantee’s
compensation earned through the date of the Grantee’s termination of employment. 
 (f) Maximum Grant. In no event
shall the amount paid to any Grantee pursuant to an Award for any Plan Year exceed $12 million. 
 (g) Shareholder
Approval. The effectiveness of the grants of Section 162(m) Awards under the Plan relating to payments on the satisfaction of the Quantitative Performance Standards established by the Committee from time to time shall be conditioned on the
approval of the Plan by the Company’s shareholders. 
  

	 	6.	TERMINATING EVENTS 

 The
Committee shall give Grantees at least thirty (30) days’ notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated date of the consummation of a Terminating Event. The Committee may, in
its discretion, provide in such notice that upon the consummation of such Terminating Event, any remaining conditions to payment of a Grantee’s Award shall be waived, in whole or in part. 
  

	 	7.	AMENDMENT AND TERMINATION 

 No Awards shall be granted for any period commencing after December 31, 2015, provided that the effectiveness of the grants of Section 162(m) Awards under the Plan after December 31, 2010 relating to payments on the
satisfaction of the Quantitative Performance Standards established by the Committee from time to time shall be conditioned on the approval of the Plan by the Company’s shareholders. To the extent that awards are or have been made pursuant to
the terms of the 2002 CB Plan, the Executive Plan, the Supplemental Plan or the MAP, the Committee may, in its discretion, treat such awards as Awards under this Plan. The Plan may be terminated by the Board or the Committee at any time. The Plan
may be amended by the Board or the Committee at any time. No Award shall be affected by any such termination or amendment without the written consent of the Grantee. 
  

	 	8.	MISCELLANEOUS PROVISIONS 

 (a) Unsecured Creditor Status. A Grantee entitled to payment of an Award hereunder shall rely solely upon the unsecured promise of the Company, as set forth herein, for the payment thereof, and nothing herein contained shall be
construed to give to or vest

  

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in a Grantee or any other person now or at any time in the future, any right, title, interest, or claim in or to any specific asset, fund, reserve, account, insurance or annuity policy or
contract, or other property of any kind whatever owned by the Company, or in which the Company may have any right, title, or interest, nor or at any time in the future. 
 (b) Non-Assignment of Awards. The Grantee shall not be permitted to sell, transfer, pledge or assign any amount payable pursuant to the Plan or an Award, provided that the right to payment under an
Award may pass by will or the laws of descent and distribution. 
 (c) Other Company Plans. It is agreed and understood
that any benefits under this Plan are in addition to any and all benefits to which a Grantee may otherwise be entitled under any other contract, arrangement, or voluntary pension, profit sharing or other compensation plan of the Company, whether
funded or unfunded, and that this Plan shall not affect or impair the rights or obligations of the Company or a Grantee under any other such contract, arrangement, or voluntary pension, profit sharing or other compensation plan. 
 (d) Separability. If any term or condition of the Plan shall be invalid or unenforceable to any extent or in any application, then
the remainder of the Plan, with the exception of such invalid or unenforceable provision, shall not be affected thereby, and shall continue in effect and application to its fullest extent. 
 (e) Continued Employment. Neither the establishment of the Plan, any provisions of the Plan, nor any action of the Committee shall be
held or construed to confer upon any Grantee the right to a continuation of employment by the Company. The Company reserves the right to dismiss any employee (including a Grantee), or otherwise deal with any employee (including a Grantee) to the
same extent as though the Plan had not been adopted. 
 (f) Incapacity. If the Committee determines that a Grantee is
unable to care for his affairs because of illness or accident, any benefit due such Grantee under the Plan may be paid to his spouse, child, parent, or any other person deemed by the Committee to have incurred expense for such Grantee (including a
duly appointed guardian, committee, or other legal representative), and any such payment shall be a complete discharge of the Company’s obligation hereunder. 
 (g) Withholding. The Company shall withhold the amount of any federal, state, local or other tax, charge or assessment attributable to the grant of any Award or lapse of restrictions under any
Award as it may deem necessary or appropriate, in its sole discretion. 
 (h) Repayment. If it is determined by the Board
that gross negligence, intentional misconduct or fraud by a Section 16(b) Officer or a former Section 16(b) Officer 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 any Award (or a portion thereof) granted after February 28,
2007 to such Section 16(b) Officer or former Section 16(b) Officer if (i) the Award was calculated based upon, or

  

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contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the amount 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 8(h) has been deferred pursuant to the Comcast Corporation 2005 Deferred Compensation Plan (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. 
  

	 	9.	GOVERNING LAW 

 The Plan
and all determinations made and actions taken pursuant to the Plan shall be governed in accordance with Pennsylvania law. 
  

	 	10.	EFFECTIVE DATE 

 The
effective date of this amendment and restatement of the Plan is October 27, 2009. 
 Executed as of the
27th day of October, 2009 
  

			
	COMCAST CORPORATION
		
	BY:	 	/s/ David L. Cohen
		
	ATTEST:	 	/s/ Arthur R. Block


  

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