Exhibit 10.2


Exhibit 10.2



COMCAST
CORPORATION

 

NON-QUALIFIED
OPTION

 




 

This is a
Non-Qualified Stock Option Award dated ________________, 200_ (“Award”) from
Comcast Corporation (the “Sponsor”) to ____________________ (the
“Optionee”).

 

1.  Definitions. As used
herein:

 

(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)  “AT&T
Broadband Transaction” means
the acquisition of Comcast Cable Communications Holdings, Inc. (formerly known
as AT&T Broadband Corp.) by the Company.

 

(c)  “Board” means
the board of directors of the Sponsor.

 

(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
Ethics and Business 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)  “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 Sponsor such that such Person has the
ability to direct the management of the Sponsor, 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.

 

(f)  “Closing” means
the closing of the acquisition and sale of the Shares as described in, and
subject to the provisions of, Paragraph 9 hereof.

 

(g)  “Closing
Date” means
the date of the Closing.

 

























 

(h)  “Code” means
the Internal Revenue Code of 1986, as amended.

 

(i)  “Comcast
Plan” means
any restricted stock, stock bonus, stock option or other compensation plan,
program or arrangement established or maintained by the Sponsor or an Affiliate
of the Sponsor, including but not limited to this Plan, the Comcast Corporation
2002 Stock Option Plan, the Comcast Corporation 2002 Restricted Stock Plan and
the Comcast Corporation 1987 Stock Option Plan and the AT&T Broadband Corp.
Adjustment Plan.

 

(j)  “Committee” means
those members of the Board who have been designated pursuant to the Plan to act
in that capacity.

 

(k)  “Common
Stock” means
the Sponsor’s Class A Common Stock, par value, $.01 per share. For purposes of
Paragraph 1(t) and Paragraph 5, the term “Common Stock” also means the Sponsor’s
Class A Special Common Stock, par value, $.01 per share.

 

(l)  “Company” means
the Sponsor and each of its Subsidiaries.

 

(m)  “Date
of Exercise” means
the date on which the notice required by Paragraph 6 hereof is hand-delivered,
placed in the United States mail postage prepaid, or delivered to a telegraph or
telex facility.

 

(n)  “Date
of Grant” means
the date hereof, the date on which the Sponsor awarded the Option.

 

(o)  “Disability” means a
disability within the meaning of section 22(e)(3) of the Code.

 

(p)  “Expiration
Date” means
the earliest of the following:

 

(1)  If the
Optionee’s Termination of Employment with the Company is due to any reason other
than death, Disability, Retirement or Cause the date three months following such
Termination of Employment;

 

(2)  If the
Optionee’s Termination of Employment with the Company occurs after qualifying
for Retirement, the date three months after the third anniversary of the date of
the Optionee’s Termination of Employment, subject to cancellation by the
Committee pursuant to Paragraph 3(b);

 

(3)  If the
Optionee’s Termination of Employment with the Company is for Cause, the date of
such Termination of Employment; or

 

(4)  The day
before the tenth anniversary of the Date of Grant.

 

(q)  “Fair
Market Value” means
the Fair Market Value of a Share, as determined pursuant to the
Plan.

 

(r)  “Option” means
the option hereby granted.

 








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(s)  “Option
Price” means
$_____ per Share, as calculated pursuant to the Plan.

 

(t)  “Other
Available Shares” means,
as of any date, the sum of:

 

(1)  the total
number of Shares owned by an Optionee that were not acquired by such Optionee
pursuant to a Comcast Plan or otherwise in connection with the performance of
services to the Sponsor or an Affiliate; plus

 

(2)  the
excess, if any of:

 

(a)  the total
number of Shares owned by an Optionee other than the Shares described in
Paragraph 1(t)(1); over

 

(b)  the sum
of:

 

i)  the
number of such Shares owned by such Optionee for less than six months;
plus

 

ii)  the
number of such Shares owned by such Optionee that has, within the preceding six
months, been the subject of a withholding certification pursuant to Paragraph
15(b) of the Plan or any similar withholding certification under any other
Comcast Plan; plus

 

iii)  the
number of such Shares owned by such Optionee that has, within the preceding six
months, been received in exchange for Shares surrendered as payment, in full or
in part, or as to which ownership was attested to as payment, in full or in
part, of the exercise price for an option to purchase any securities of the
Sponsor or an Affiliate of the Sponsor, under any Comcast Plan, but only to the
extent of the number of Shares surrendered or attested to; plus

 

iv)  the
number of such Shares owned by such Optionee 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 2002 Deferred Stock Option Plan (as in effect from time
to time).

 

For
purposes of this Paragraph 1(t), a Share that is subject to a deferral election
pursuant to another Comcast Plan shall not be treated as owned by an Optionee
until all conditions to the delivery of such Share have lapsed. For purposes of
determining the number of Other Available Shares, the term “Shares” shall also
include the securities held by a Participant immediately before the consummation
of the AT&T Broadband Transaction that became Common Stock as a result of
the AT&T Broadband Transaction.

 

(u)  “Person” means
an individual, a corporation, a partnership, an association, a trust or any
other entity or organization.

 








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(v)  “Plan” means
the Comcast Corporation 2003 Stock Option Plan, incorporated herein by
reference.

 

(w)  “Retirement.” An
Optionee will be qualified for Retirement after reaching age 62 and completing
10 or more years of service with the Company.

 

(x)  “Shares” means
the _____ shares of Common Stock, which are the subject of the Option hereby
granted.

 

(y)  “Sponsor” means
Comcast Corporation, a Pennsylvania corporation, as successor to Comcast
Holdings Corporation (formerly known as Comcast Corporation), including any
successor thereto by merger, consolidation, acquisition of all or substantially
all the assets thereof, or otherwise.

 

(z)  “Subsidiary” means
any business entity that, at the time in question, is a subsidiary of the
Sponsor within the meaning of section 424(f) of the Code.

 

(aa)  “Ten
Percent Shareholder” means a
person who on the Date of Grant owns, either directly or within the meaning of
the attribution rules contained in section 424(d) of the Code, stock possessing
more than 10% of the total combined voting power of all classes of stock of his
employer corporation or of its parent or subsidiary corporations, as defined
respectively in sections 424(e) and (f) of the Code, provided
that the
employer corporation is the Sponsor or a Subsidiary.

 

(bb)  “Terminating
Event” means
any of the following events:

 

(1)  the
liquidation of the Sponsor; or

 

(2)  a Change
of Control.

 

(cc)  “Termination
of Employment” means
the Optionee’s termination of employment. For purposes of the Plan and this
Award, the Optionee’s Termination of Employment occurs on the date the Optionee
ceases to have a regular obligation to perform services for the Company, without
regard to whether (i) the Optionee continues on the Company’s payroll for
regular, severance or other pay or (ii) the Optionee continues to participate in
one or more health and welfare plans maintained by the Company on the same basis
as active employees. Whether the Optionee ceases to have a regular obligation to
perform services for the Company shall be determined by the Committee in its
sole discretion. Notwithstanding the foregoing, if the Optionee is a party to an
employment agreement or severance agreement with the Company which establishes
the effective date of the Optionee’s termination of employment for purposes of
this Award, that date shall apply.

 

(dd)  “Third
Party” means
any Person other than a Company, together with such Person’s Affiliates,
provided that the term “Third Party” shall not include the Sponsor or an
Affiliate of the Sponsor.

 

(ee)  “1933
Act” means
the Securities Act of 1933, as amended.

 








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(ff)  “1934
Act” means
the Securities Exchange Act of 1934, as amended.

 

2.  Grant
of Option. Subject
to the terms and conditions set forth herein and in the Plan, the Sponsor hereby
grants to the Optionee the Option to purchase any or all of the
Shares.

 

3.  Time
of Exercise of Options.

 

(a)  Except as
provided in Paragraphs 3(b) or 4, the Option may be exercised after such time or
times as set forth below, and shall remain exercisable until the Expiration
Date, when the right to exercise shall terminate absolutely:

 

[__________] of the
Shares subject to the Option may be exercised following the second anniversary
of the Date of Grant.

 

[__________] of the
Shares subject to the Option may be exercised following the third anniversary of
the Date of Grant.

 

[__________] of the
Shares subject to the Option may be exercised following the fourth anniversary
of the Date of Grant.

 

[__________] of the
Shares subject to the Option may be exercised following the fifth anniversary of
the Date of Grant.]

 

(b)  No Shares
subject to the Option shall first become exercisable following the Optionee’s
Termination of Employment for any reason other than death or Disability or after
qualifying for Retirement. All Shares subject to the Option shall vest and
become exercisable upon the Optionee’s Termination of Employment because of
death or Disability. Furthermore, the Option shall continue to vest and become
exercisable in accordance with Paragraph 3(a) for a period of three years
following the Optionee’s Termination of Employment after qualifying for
Retirement; provided, however, that the Option will be subject to cancellation
by the Committee, in its sole discretion, if the Optionee breaches either of the
following non-solicitation or non-competition obligations during the 39-month
period following such Termination of Employment:

 

(1)  The
Optionee 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.

 

(2)  The
Optionee 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 the Optionee
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 or any
business unit of the Company, or being planned by the Company or business


 








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unit with
the Optionee’s knowledge at the time of the Optionee’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 the Optionee from owning for investment up to five percent (5%) of
any class of equity security of an entity whose securities are traded on a
national securities exchange or market.

 

.

 

4.  Terminating
Event.

 

(a)  The
Sponsor shall give the Optionee 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. Upon receipt of
such notice, and for a period of ten (10) days thereafter (or such shorter
period as the Board shall reasonably determine and so notify the Optionee), the
Optionee shall be permitted to exercise the Option to the extent the Option is
then exercisable; provided
that, the
Sponsor may, by similar notice, require the Optionee to exercise the Option, to
the extent the Option is then exercisable, or to forfeit the Option (or portion
thereof, as applicable). The Committee may, in its discretion, provide that upon
the Optionee’s receipt of the notice of a Terminating Event under this
Paragraph 4(a), the entire number of Shares covered by Options shall become
immediately exercisable. Upon the close of the period described in this
Paragraph 4(a) during which an Option may be exercised in connection with a
Terminating Event, such Option (including such portion thereof that is not
exercisable) shall terminate to the extent that such Option has not theretofore
been exercised.

 

(b)  Notwithstanding
Paragraph 4(a), in the event the Terminating Event is not consummated, the
Option shall be deemed not to have been exercised and shall be exercisable
thereafter to the extent it would have been exercisable if no such notice had
been given.

 

5.  Payment
for Shares. Full
payment for Shares purchased upon the exercise of an Option shall be made in
cash or, at the election of the Optionee and as the Committee may, in its sole
discretion, approve, by surrendering or attesting to ownership of shares of
Common Stock with an aggregate Fair Market Value equal to the aggregate option
price, or by attesting to ownership and delivering such combination of shares
and cash as the Committee may, in its sole discretion, approve; provided
that
ownership of shares may be attested to and shares may be surrendered in
satisfaction of the option price only if the Optionee certifies in writing to
the Sponsor that the Optionee owns a number of Other Available Shares as of the
Date of Exercise that is at least equal to the number of shares as to which
ownership has been attested or the number of shares to be surrendered in
satisfaction of the Option Price, as applicable. If payment is made in whole or
part by attestation of ownership, the Optionee shall attest to ownership of
shares representing shares legally and beneficially owned by such Optionee, free
of all liens, claims and encumbrances of every kind and having a Fair Market
Value on the date of attestation that is not greater than the aggregate option
price.

 

6.  Manner
of Exercise. The
Option shall be exercised by giving written notice of exercise in accordance
with the manner prescribed by the Committee. Such notice shall 

 








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be deemed
to have been given when hand-delivered, telecopied or mailed, first class
postage prepaid, and shall be irrevocable once given.

 

7.  Nontransferability
of Option. The
Option may not be transferred or assigned by the Optionee otherwise than by will
or the laws of descent and distribution or be exercised during his life other
than by the Optionee or for his benefit by his attorney-in-fact or guardian. Any
attempt at assignment, transfer, pledge or disposition of the Option contrary to
the provisions hereof or the levy of any execution, attachment or similar
process upon the Option shall be null and void and without effect. Any exercise
of the Option by a person other than the Optionee shall be accompanied by
appropriate proofs of the right of such person to exercise the
Option.

 

8.  Securities
Laws. The
Committee may from time to time impose any conditions on the exercise of the
Option as it deems necessary or appropriate to comply with the then-existing
requirements of the 1933 Act or the 1934 Act, including Rule 16b-3 (or any
similar rule) of the Securities and Exchange Commission. If the listing,
registration or qualification of Shares issuable on the exercise of the Option
upon any securities exchange or under any federal or state law, or the consent
or approval of any governmental regulatory body is necessary as a condition of
or in connection with the purchase of such Shares, the Sponsor shall not be
obligated to issue or deliver the certificates representing the Shares otherwise
issuable on the exercise of the Option unless and until such listing,
registration, qualification, consent or approval shall have been effected or
obtained. If registration is considered unnecessary by the Sponsor or its
counsel, the Sponsor may cause a legend to be placed on such Shares calling
attention to the fact that they have been acquired for investment and have not
been registered.

 

9.  Issuance
of Certificate at Closing; Payment of Cash. Subject
to the provisions of this Paragraph 9, the Closing Date shall occur as promptly
as is feasible after the exercise of the Option. Subject to the provisions of
Paragraphs 8 and 10 hereof, a certificate for the Shares issuable on the
exercise of the Option shall be delivered to the Optionee or to his personal
representative, heir or legatee at the Closing, provided
that no
certificates for Shares will be delivered to the Optionee or to his personal
representative, heir or legatee unless the Option Price has been paid in
full.

 

10.  Rights
Prior to Exercise. The
Optionee shall not have any right as a stockholder with respect to any Shares
subject to his Options until the Option shall have been exercised in accordance
with the terms of the Plan and this Award and the Optionee shall have paid the
full purchase price for the number of Shares in respect of which the Option was
exercised, provided
that in the
event that the Optionee’s Termination of Employment with the Company is for
Cause, upon a determination by the Committee, the Optionee shall automatically
forfeit all Shares otherwise subject to delivery upon exercise of an Option but
for which the Sponsor has not yet delivered the Share certificates, upon refund
by the Sponsor of the Option Price.

 

11.  Status
of Option; Interpretation. The
Option is intended to be a non-qualified stock option. Accordingly, it is
intended that the transfer of property pursuant to the exercise of the Option be
subject to federal income tax in accordance with section 83 of the Code.
The Option is not intended to qualify as an incentive stock option within the
meaning of 

 








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section
422 of the Code. The interpretation and construction of any provision of this
Option or the Plan made by the Committee shall be final and conclusive and,
insofar as possible, shall be consistent with the intention expressed in this
Paragraph 11.

 

12.  Option
Not to Affect Employment. The
Option granted hereunder shall not confer upon the Optionee any right to
continue in service as an employee, officer or director of the Sponsor or any
subsidiary of the Sponsor.

 

13.  Miscellaneous.

 

(a)  The
address for the Optionee to which notice, demands and other communications to be
given or delivered under or by reason of the provisions hereof shall be the
address contained in the Company’s personnel records, or such other address as
the Optionee may provide to the Company by written notice.

 

(b)  This
Award may be executed in one or more counterparts all of which taken together
will constitute one and the same instrument.

 

(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.

 

(d)  The
Optionee hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania and of
the United States of America, in each case located in Philadelphia,
Pennsylvania, for any actions, suits or proceedings arising out of or relating
to this Award and the transactions contemplated hereby (“Litigation”) and agrees
not to commence any Litigation except in any such court, and further agrees that
service of process, summons, notice or document by U.S. registered mail to his
respective address shall be effective service of process for any Litigation
brought against him in any such court. Each party hereby irrevocably and
unconditionally waives any objection to the laying of venue of any Litigation in
the courts of the Commonwealth of Pennsylvania or of the United States of
America, in each case located in Philadelphia, Pennsylvania, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any Litigation brought in any such court has been brought in an
inconvenient forum.

 

14.  Withholding
of Taxes.
Whenever the Sponsor proposes or is required to deliver or transfer Shares in
connection with the exercise of the Option, the Sponsor shall have the right to
(a) require the Optionee to remit to the Sponsor an amount sufficient to satisfy
any federal, state and/or local withholding tax requirements prior to the
delivery or transfer of any certificate or certificates for such Shares or (b)
take whatever action it deems necessary to protect its interests with respect to
tax liabilities.

 

IN
WITNESS WHEREOF, the Sponsor has granted this Award on the day and year first
above written.

 


	 	
      COMCAST
      CORPORATION

	 	
       

       

      BY:_______________________________

      LAWRENCE
      S. SMITH

	 	
       

       

      ATTEST:__________________________

      ARTHUR
      R. BLOCK