Form of Restricted Stock Unit award



 Exhibit 10.1 
 FORM OF COMCAST CORPORATION 
 RESTRICTED STOCK UNIT AWARD 

This is a Restricted Stock Unit Award (the “Award”) dated
[            ], [Year 1] from Comcast Corporation (the “Company”) to the Grantee. The vesting of Restricted Stock Units is conditioned on the Grantee’s continuation in
service from the Date of Grant through each applicable Vesting Date, and on the Company’s attainment of certain performance objectives, as further provided in this Award. The delivery of Shares under this Award is intended to constitute
performance-based compensation, within the meaning of section 162(m) of the Code, and Treasury Regulations issued under section 162(m) of the Code. 
 1. Definitions. Capitalized terms used herein are defined below or, if not defined below, have the meanings given to them in the Plan. 

(a) “Account” means an unfunded bookkeeping account established pursuant to Paragraph 5(d) and maintained by the
Committee in the name of Grantee (a) to which Deferred Stock Units are deemed credited and (b) to which an amount equal to the Fair Market Value of Deferred Stock Units with respect to which a Diversification Election has been made and
interest thereon are deemed credited, reduced by distributions in accordance with the Plan. 
 (b) “Award”
means the award of Restricted Stock Units hereby granted. 
 (c) “Board” means the Board of Directors of the
Company. 
 (d) “Cause” means (i) fraud; (ii) misappropriation; (iii) embezzlement;
(iv) gross negligence in the performance of duties; (v) self-dealing; (vi) dishonesty; (vii) misrepresentation; (viii) conviction of a crime of a felony; (ix) material violation of any Company policy; (x) material
violation of the Company’s Code of Conduct or, (xi) in the case of an employee of a Company who is a party to an employment agreement with a Company, material breach of such agreement; provided that as to items (ix), (x) and (xi), if
capable of being cured, such event or condition remains uncured following 30 days written notice thereof. 
 (e)
“Code” means the Internal Revenue Code of 1986, as amended. 
 (f) “Comcast Contributed
Assets” the businesses that were contributed to NBCUniversal as part of the NBCUniversal Transaction, including but not limited to the Regional Sports Networks, the Comcast Programming Division, Daily Candy and Fandango. 

(g) “Committee” means the Compensation Committee of the Board or its delegate. 

(h) “Date of Grant” means the date first set forth above, on which the Company awarded the Restricted Stock Units.

 (i) “Deferred Stock Units” means the number of hypothetical Shares subject to an Election. 







 (j) “Disabled Grantee” means 

(1) Grantee, if Grantee’s employment by a Participating Company is terminated by reason of Disability; or

 (2) Grantee’s duly-appointed legal guardian following Grantee’s termination of employment by
reason of Disability, acting on Grantee’s behalf. 
 (k) “Employer” means the Company or
the subsidiary or affiliate of the Company for which Grantee is performing services on the Vesting Date. 
 (l) “Free
Cash Flow.” 
 (1) In General. In general, the term “Free Cash Flow” means the Company’s
“Net Cash Provided by Operating Activities” (as stated in the Company’s Consolidated Statement of Cash Flows) reduced by capital expenditures and cash paid for intangible assets; and adjusted for any payments and receipts related to
certain non-operating items, net of estimated tax benefits (such as income taxes on investment sales, and nonrecurring payments related to income tax and litigation contingencies of acquired companies), provided that adjustments to “Net Cash
Provided by Operating Activities” applied to determine “Free Cash Flow” for each year shall be determined consistently with prior year reconciliations of “Free Cash Flow” to the Company’s “Net Cash Provided by
Operating Activities” to ensure comparability between amounts in the prior calendar year and the year to which the performance condition applies (and without regard to extraordinary items or items unrelated to the Company’s operations).

 (2) Adjustments to Free Cash Flow Relating to NBCUniversal Transaction. For purposes of determining whether a
Performance Goal is satisfied: 
 (a) Free Cash Flow for 2011 shall be adjusted to include the operating
results of NBCUniversal as if: (i) the NBCUniversal Transaction closed on January 1, 2011 and (ii) the Universal Orlando Transaction closed on January 1, 2011. 

(b) To the extent that the operating results of Comcast Contributed Assets are included in Free Cash Flow for 2011
pursuant to Paragraph 1(l)(2)(a), Free Cash Flow for 2011 shall be adjusted to exclude such operating results to the extent necessary to avoid double counting. 
 In each case, after-cash taxes, interest, distributions to non-controlling interests and all other relevant factors shall be adjusted to ensure comparability of Free Cash Flow for a calendar year to Free
Cash Flow for the immediately preceding calendar year. 
 (3) Comparability of Free Cash Flow Between
Calendar Years. With respect to any Performance Goal applicable to this Award, in the event there is a significant acquisition or disposition of any assets, business division, company or other business operations of the Company that is
reasonably expected to have an effect on Free Cash Flow (other than a transaction that would affect amounts excluded from the determination of Free Cash Flow pursuant to Paragraph 1(l)(2)), the Committee shall adjust the Free Cash Flow for the


  
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prior calendar year and the year to which the performance condition applies to take into account the impact of such acquisition or disposition on a pro forma basis such that the measurement of
Free Cash Flow for the year to which the performance condition applies is comparable to that for the prior calendar year. Such adjustment shall be based upon the historical equivalent of Free Cash Flow of the assets so acquired or disposed of for
the prior calendar year, 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 calendar year and
the year to which the performance condition applies. 
 (m) “Grantee” means the individual to whom this Award
has been granted as identified on the attached Long-Term Incentive Awards Summary Schedule. 
 (n) “HSR Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 
 (o) “Long-Term Incentive Awards Summary
Schedule” means the schedule attached hereto, which sets forth specific information relating to the grant and vesting of this Award. 
 (p) “NBCUniversal” means NBCUniversal, LLC, a Delaware limited liability company, and its controlled Affiliates. 
 (q) “NBCUniversal Transaction” means the Company’s acquisition of a controlling interest in NBCUniversal. 
 (r) “Normal Retirement” means 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. 
 (s) “Performance Goal” means Free Cash Flow for a calendar year that exceeds Free
Cash Flow for the immediately preceding calendar year. Accordingly: 
 [OPTION A: 

(1) The “First Performance Goal” will be satisfied if Free Cash Flow for [Year 1] exceeds Free Cash Flow
for [Year 0]; 
 (2) The “Second Performance Goal” will be satisfied if Free Cash Flow for
[Year 2] exceeds Free Cash Flow for [Year 1]; 
 (3) The “Third Performance Goal” will be
satisfied if Free Cash Flow for [Year 3] exceeds Free Cash Flow for [Year 2]; 
 (4) The “Fourth
Performance Goal” will be satisfied if Free Cash Flow for [Year 4] exceeds Free Cash Flow for [Year 3]; and 
 (5) The “Fifth Performance Goal” will be satisfied if Free Cash Flow for [Year 5] exceeds Free Cash Flow for [Year 4].] 

[OPTION B: the Performance Goal will be satisfied if Free Cash Flow for [Year 1] exceeds Free Cash Flow for [Year 0].]


  
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 (t) “Plan” means the Comcast Corporation 2002 Restricted
Stock Plan, incorporated herein by reference. 
 (u) “Restricted Period” means, with respect
to each Restricted Stock Unit, the period beginning on the Date of Grant and ending on the Vesting Date. 
 (v)
“Restricted Stock Units” means the total number of restricted stock units granted to Grantee pursuant to this Award as set forth on the attached Long-Term Incentive Awards Summary Schedule. Each Restricted Stock Unit entitles
Grantee, upon the Vesting Date of such Restricted Stock Unit, to receive one Share. 
 (w) “Retired
Grantee” means Grantee, following Grantee’s termination of employment pursuant to a Normal Retirement. 
 (x) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time. 

(y) “Shares” mean shares of the Company’s Class A Common Stock, par value $.01 per share.

 (z) “Universal Orlando Transaction” means NBCUniversal’s acquisition of a controlling
interest in Universal City Development Partners, Ltd. 
 (aa) “Vesting Date” means the date(s)
on which Grantee vests in all or a portion of the Restricted Stock Units, as set forth on the attached Long-Term Incentive Awards Summary Schedule. 
 (bb) “1934 Act” means the Securities Exchange Act of 1934, as amended. 
 2. Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Stock Units. 

3. Vesting of Restricted Stock Units. 

(a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest in the Restricted Stock
Units on the Vesting Dates set forth on the attached Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Stock Units; provided, however, that on the
Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary Company during the Restricted Period, provided further that the applicable Performance Goal as set forth on the attached Long-Term
Incentive Awards Summary Schedule has been satisfied, and provided further that Grantee has complied with all applicable provisions of the HSR Act. 
 (b) Notwithstanding Paragraph 3(a) to the contrary, if Grantee terminates employment with the Company or a Subsidiary Company during the Restricted Period due to (i) Grantee’s death or
(ii) Grantee becoming a Disabled Grantee within the meaning of 

  
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Paragraph 1(j)(1), the Vesting Date for the Restricted Stock Units shall be accelerated so that a Vesting Date will be deemed to occur with respect to the Restricted Stock Units on the date
of such termination of employment; provided, however, that Grantee has complied with all applicable provisions of the HSR Act. 
 (c) Notwithstanding Paragraphs 3(a) to the contrary, and subject to the non-solicitation or non-competition obligations described in Paragraph 3(d), if Grantee terminates employment with the Company
or a Subsidiary Company during the Restricted Period for any reason other than (i) Grantee’s death, (ii) Grantee becoming a Disabled Grantee within the meaning of Paragraph 1(j)(1) or (iii) a Company-initiated termination for
Cause, after having attained age 62 and completing ten (10) or more years of service with the Company or a Subsidiary Company, the following shall apply, provided further that the applicable Performance Goal as set forth on the attached
Long-Term Incentive Awards Summary Schedule has been satisfied, and provided further that Grantee has complied with all applicable provisions of the HSR Act: 

(1) If, at the time of such termination of employment, Grantee has completed at least ten
(10) but less than fifteen (15) years of service with the Company or a Subsidiary Company, any Vesting Date for the Restricted Stock Units that would have occurred on or prior to the date that is the third (3rd) anniversary of such termination of employment shall continue
to occur in accordance with the Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date Grantee shall be entitled to the delivery of Shares with respect to such Restricted Stock Units. 

(2) If, at the time of such termination of employment, Grantee has completed at least fifteen
(15) but less than twenty (20) years of service with the Company or a Subsidiary Company, any Vesting Date for the Restricted Stock Units that would have occurred on or prior to the date that is the fourth (4th) anniversary of such termination of employment shall continue
to occur in accordance with the Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Stock Units. 

(3) If, at the time of such termination of employment, such Grantee has completed twenty
(20) or more years of services with the Company or a Subsidiary Company, any Vesting Date for the Restricted Stock Units that would have occurred on or prior to the date that is the fifth (5th) anniversary of such termination of employment shall continue
to occur in accordance with the Long-Term Incentive Awards Summary Schedule, and as of each Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Stock Units. 

(d) Notwithstanding Paragraph 3(c), the Restricted Stock Units will be subject to forfeiture by the Committee, in its
sole discretion, if Grantee breaches either of the following non-solicitation or non-competition obligations during the period following termination of employment and before the applicable Vesting Date: 

(1) Grantee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any customer,
employee, consultant, independent contractor, service provider or supplier of the Company to cease to do business or to terminate the employment or other relationship with the Company. 

  
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 (2) Grantee shall not, directly or indirectly, engage or be financially
interested in (as an agent, consultant, director, employee, independent contractor, officer, owner, partner, principal or otherwise), any activities for any business (whether conducted by an entity or individuals, including Grantee in
self-employment) that is engaged in competition, directly or indirectly through any entity controlling, controlled by or under common control with such business, with any of the business activities carried on by the Company, any of its subsidiaries
or any other business unit of the Company, or being planned by the Company, any of its subsidiaries or any other business unit of the Company with Grantee’s knowledge at the time of Grantee’s termination of employment. This restriction
shall apply in any geographical area of the United States in which the Company carries out business activities. Nothing herein shall prevent Grantee from owning for investment up to one percent (1%) of any class of equity security of an entity
whose securities are traded on a national securities exchange or market. 
 (e) If Restricted Stock Units would
have vested pursuant to the Long-Term Incentive Awards Summary Schedule or Paragraphs 3(b) or 3(c), but did not vest solely because Grantee was not in compliance with all applicable provisions of the HSR Act, the Vesting Date for such Restricted
Stock Units shall occur on the first date following the date on which they would have vested pursuant to the Long-Term Incentive Awards Summary Schedule or Paragraphs 3(b) or 3(c) on which Grantee has complied with all applicable provisions of the
HSR Act. 
 4. Forfeiture of Restricted Stock Units. 

(a) Subject to the terms and conditions set forth herein and in the Plan, if Grantee terminates employment with the
Company and all Subsidiaries during the Restricted Period, other than due to death or Disability and except as otherwise provided in Paragraph 3(c), Grantee shall forfeit the Restricted Stock Units as of such termination of employment. Upon a
forfeiture of the Restricted Stock Units as provided in this Paragraph 4, the Restricted Stock Units shall be deemed canceled. 
 (b) The provisions of this Paragraph 4 shall not apply to Shares issued in respect of Restricted Stock Units as to which a Vesting Date has occurred. 

5. Deferral Elections. 
 Grantee may elect to defer the receipt of Shares issuable with respect to Restricted Stock Units, consistent, however, with the following: 

(a) Deferral Elections. 

(1) Initial Election. Grantee shall have the right to make an Initial Election to defer the receipt of all or a
portion of the Shares issuable with respect to Restricted Stock Units hereby granted by filing an Initial Election to defer the receipt of such Shares on the form provided by the Committee for this purpose. 

  
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 (2) Deadline for Deferral Election. An Initial Election to defer the
receipt of Shares issuable with respect to Restricted Stock Units hereby granted shall not be effective unless it is filed with the Committee on or before June 30, [Year 1]. 

(3) Deferral Period. Subject to Paragraph 5(b), all Shares issuable with respect to Restricted Stock Units
that are subject to an Initial Election under this Paragraph 5(a) shall be delivered to Grantee without any legend or restrictions (except those that may be imposed by the Committee, in its sole judgment, under Paragraph 7), on the date
designated by Grantee, which shall not be earlier than January 2 of the third calendar year beginning after the Vesting Date, nor later than January 2 of the eleventh calendar year beginning after the Vesting Date. 

(4) Effect of Failure of Vesting Date to Occur. An Initial Election shall be null and void if a Vesting Date does
not occur with respect to Restricted Stock Units identified in such Initial Election. 
 (b) Subsequent
Elections. No Subsequent Election shall be effective until 12 months after the date on which a Subsequent Election is filed with the Committee. 
 (1) If Grantee makes an Initial Election, or pursuant to this Paragraph 5(b)(1) makes a Subsequent Election, to defer the distribution date for Shares issuable with respect to some or all of the
Restricted Stock Units hereby granted, Grantee may elect to defer the distribution date for a minimum of five years and a maximum of ten additional years from the previously-elected distribution date by filing a Subsequent Election with the
Committee on or before the close of business at least one year before the date on which the distribution would otherwise be made. 
 (2) If Grantee dies before Shares subject to an Initial Election under Paragraph 5(a) are to be delivered, the estate or beneficiary to whom the right to delivery of such Shares shall have passed may
make a Subsequent Election to defer receipt of all or any portion of such Shares for five additional years from the date delivery of Shares would otherwise be made, provided that such Subsequent Election must be filed with the Committee at least one
year before the date on which the distribution would otherwise be made, as reflected on Grantee’s last Election. 
 (3) If Grantee becomes a Retired Grantee before Shares subject to an Initial Election under Paragraph 5(a) are to be delivered, Grantee may make a Subsequent Election to defer all or any portion of
such Shares for five additional years from the date delivery of Shares would otherwise be made. Such a Subsequent Election must be filed with the Committee at least one year before the date on which the distribution would otherwise be made.

 (c) Diversification Election. As provided in the Plan and as described in the prospectus for the
Plan, a Grantee with an Account may be eligible to make a Diversification Election on an election form supplied by the Committee for this purpose. 

  
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 (d) Book Accounts. An Account shall be established for each Grantee
who makes an Initial Election. Deferred Stock Units shall be credited to the Account as of the Date an Initial Election becomes effective. Each Deferred Stock Unit will represent a hypothetical Share credited to the Account in lieu of delivery of
the Shares to which an Initial Election, Subsequent Election or Acceleration Election applies. If an eligible Grantee makes a Diversification Election, then to the extent an Account is deemed invested in the Income Fund, the Committee shall credit
earnings with respect to such Account at the Applicable Interest Rate. 
 (e) Status of Deferred
Amounts. Grantee’s right to delivery of Shares subject to an Initial Election, Subsequent Election or Acceleration Election, or to amounts deemed invested in the Income Fund pursuant to a Diversification Election, shall at all times
represent the general obligation of the Company. Grantee shall be a general creditor of the Company with respect to this obligation, and shall not have a secured or preferred position with respect to such obligation. Nothing contained in the Plan or
an Award shall be deemed to create 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 5, 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. 
 6. 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. 
 7. 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. 
 8. Delivery of Shares; Repayment. 
 (a) Delivery of
Shares. Except as otherwise provided in Paragraph 5, 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 obligation to 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 7, provided that Shares will not be delivered to Grantee until appropriate arrangements have been made with the Employer for the withholding of any taxes which may be due with respect to such Shares. The Company may condition delivery
of certificates for Shares upon the 

  
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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 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 8(b) has been deferred pursuant to Paragraph 5 (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. 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 are 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. 
 10. 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. 

11. 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. 

  
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 (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. 
  

			
	 COMCAST CORPORATION

		
	 BY:
	 	
             




 
			
		
	 ATTEST:
	 	
             




  
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