Comcast Corporation Restricted Stock Unit Award



 Exhibit 10.39 
 COMCAST CORPORATION 
 RESTRICTED STOCK UNIT AWARD 
 This is a Restricted Stock Unit Award (the “Award”) dated «Grant_Date» from Comcast Corporation (the “Company”) to
«Name» (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) “Cash Flow” means operating
income before depreciation and amortization for the Company and those of its affiliates which are included with the Company in its consolidated financial statements, as determined by the Committee. 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 Cash Flow, the Committee shall adjust the First Tier Goal and the Second Tier Goal to take into
account the impact of such acquisition or disposition by increasing or decreasing such goals in the same proportion as Cash Flow of the Company would have been affected for the prior calendar year on a pro forma basis had such an acquisition or
disposition occurred on the same date during the prior calendar year. Such adjustment shall be based upon the historical equivalent of 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.

 (e) “Code” means the Internal Revenue Code of 1986, as amended. 
 (f) “Committee” means the Compensation Committee of the Board or its delegate. 







 (g) “Date of Grant” means the date first set forth above, on which the
Company awarded the Restricted Stock Units. 
 (h) “Deferred Stock Units” means the number of hypothetical
Shares subject to an Election. 
 (i) “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. 
 (j) “Employer” means the Company or the subsidiary or affiliate of the Company for
which Grantee is performing services on the Vesting Date. 
 (k) “First Tier Goal” means the objective
performance goal established by the Committee for each of [Year 1], [Year 2], [Year 3], [Year 4] and [Year 5] on or before March 29 of each such calendar year and designated by the Committee as the First Tier Goal. 
 (l) “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. 
 (m) “Plan” means
the Comcast Corporation 2002 Restricted Stock Plan, incorporated herein by reference. 
 (n) “Restricted
Period” means, with respect to each Restricted Stock Unit, the period beginning on the Date of Grant and ending on the Vesting Date. 
 (o) “Restricted Stock Unit” means a unit that entitles Grantee, upon the Vesting Date set forth in an Award, to receive one Share. 
 (p) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time. 
 (q) “Retired Grantee” means Grantee, following Grantee’s termination of employment pursuant to a Normal Retirement.

 (r) “Second Tier Goal” means the objective performance goal established by the Committee for each of [Year
1], [Year 2], [Year 3], [Year 4] and [Year 5] on or before March 29 of each such calendar year and designated by the Committee as the Second Tier Goal. 
 (s) “Shares” mean shares of the Company’s Class A Common Stock, par value $.01 per share. 
  

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 (t) “Vesting Date” means the date(s) on which Grantee vests in all or a
portion of the Restricted Stock Units, as provided in Paragraph 3. 
 (u) “1934 Act” means the
Securities Exchange Act of 1934, as amended. 
 (v) “[Year 1] RSUs” means «Rvest_Year_1» of the
Restricted Stock Units described in Paragraph 2. 
 (w) “[Year 2] RSUs” means «Rvest_Year_2»
of the Restricted Stock Units described in Paragraph 2, plus any [Year 1] RSUs that fail to vest under Paragraph 3(b)(1). 
 (x) “[Year 3] RSUs” means «Rvest_Year_3» of the Restricted Stock Units described in Paragraph 2, plus any [Year 2] RSUs that fail to vest under Paragraph 3(b)(2) (including Restricted Stock Units that
failed to vest before [Year 3]). 
 (y) “[Year 4] RSUs” means «Rvest_Year_4» of the Restricted
Stock Units described in Paragraph 2, plus any [Year 3] RSUs that fail to vest under Paragraph 3(b)(3) (including Restricted Stock Units that failed to vest before [Year 4]). 
 (z) “[Year 5] RSUs” means «Rvest_Year_5» of the Restricted Stock Units described in Paragraph 2, plus
any [Year 4] RSUs that fail to vest under Paragraph 3(b)(4) (including Restricted Stock Units that failed to vest before [Year 5]). 
 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 «Total_RSU» 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 in Paragraph 3(b), 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, and provided further that the applicable performance conditions as set forth in Paragraph 3(b) have been satisfied. 
 (b) Subject to Paragraphs 3(a) and 3(c), a Vesting Date for Restricted Stock Units subject to the Award shall occur in accordance with the following schedule: 
 (1) [Year 1] RSUs. 
 A. As to two-thirds of the [Year 1] RSUs, April 28, [Year 2], provided that the First Tier Goal is satisfied for [Year 1]. 
 B. As to an additional one-third of the [Year 1] RSUs, April 28, [Year 2], provided that the Second Tier Goal is satisfied for [Year
1]. 
  

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 (2) [Year 2] RSUs. 
 A. As to two-thirds of the [Year 2] RSUs, March 28, [Year 3], provided that the First Tier Goal is satisfied for either [Year 1] or
[Year 2]. 
 B. As to an additional one-third of the [Year 2] RSUs, March 28, [Year 3], provided that the Second Tier
Goal is satisfied for either [Year 1] or [Year 2]. 
 (3) [Year 3] RSUs. 
 A. As to two-thirds of the [Year 3] RSUs, March 28, [Year 4], provided that the First Tier Goal is satisfied for any of [Year 1],
[Year 2] or [Year 3]. 
 B. As to an additional one-third of the [Year 3] RSUs, March 28, [Year 4], provided that the
Second Tier Goal is satisfied for any of [Year 1], [Year 2] or [Year 3]. 
 (4) [Year 4] RSUs. 
 A. As to two-thirds of the [Year 4] RSUs, March 28, [Year 5], provided that the First Tier Goal is satisfied for any of [Year 1],
[Year 2], [Year 3] or [Year 4]. 
 B. As to an additional one-third of the [Year 4] RSUs, March 28, [Year 5], provided
that the Second Tier Goal is satisfied for [Year 1], [Year 2], [Year 3] or [Year 4]. 
 (5) [Year 5] RSUs. 

A. As to two-thirds of the [Year 5] RSUs, March 28, [Year 6], provided that the First Tier Goal is satisfied for [Year 1], [Year
2], [Year 3], [Year 4] or [Year 5]. 
 B. As to an additional one-third of the [Year 5] RSUs, March 28, [Year 6],
provided that the Second Tier Goal is satisfied for [Year 1], [Year 2], [Year 3], [Year 4] or [Year 5]. 
 Notwithstanding anything herein to
the contrary, to the extent a Vesting Date for any [Year 5] RSUs has not occurred on or prior to March 28, [Year 6], such [Year 5] RSUs which have not vested and become nonforfeitable shall immediately and automatically, without any action on
the part of the Grantee or the Company, be forfeited by the Grantee and deemed canceled. 
 (c) Notwithstanding
Paragraphs 3(a) and 3(b) to the contrary, if Grantee terminates employment with the Company or a Subsidiary Company during the Restricted Period due to his death or due to Grantee becoming a Disabled Grantee within the meaning of
Paragraph 1(i)(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. 
  

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 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, 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. 
 (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/Acceleration Elections. No Subsequent Election shall be effective until 12 months after the date on which
a Subsequent Election is filed with the Committee. 
  

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 (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) In lieu of a Subsequent Election described in Paragraph 5(b)(2), the estate or beneficiary to whom the right to delivery of
Shares shall have passed may, as soon as practicable following the Grantee’s death, make an Acceleration Election to accelerate the delivery date of such Shares from the date delivery of such Shares would otherwise be made to a date that is as
soon as practicable following the Grantee’s death. 
 (4) If Grantee becomes a Disabled Grantee before the Shares subject
to an Initial Election under Paragraph 5(a) are to be delivered, Grantee may, as soon as practicable following the date on which Grantee becomes a Disabled Grantee, elect to accelerate the distribution date of such Shares from the date payment
would otherwise be made to a date that is as soon as practicable following the date the Disabled Grantee became disabled. 
 (5) 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. 
 (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. 
  

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 (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 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 

  

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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. 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. 
 10. 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. 
  

			
	COMCAST CORPORATION
		
	BY:	 	 
		 	
		
	 ATTEST:
	 	 
		 	


  

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