Unassociated Document


Exhibit 10.3




COMCAST
CORPORATION

RESTRICTED
STOCK UNIT AWARD







This is a
Restricted Stock Unit Award (the “Award”) dated [__________, 2005] 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 the performance objectives established under the Comcast
Corporation 2002 Executive Cash Bonus Plan (“the ECBP”), 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.   “Code” means
the Internal Revenue Code of 1986, as amended. 




e.   “Committee” means
the Compensation Committee of the Board or its delegate.




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




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




h.   “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.

 


 




















 

i.   “ECBP” means
the Comcast Corporation 2002 Executive Cash Bonus Plan, or any successor plan,
program or arrangement.




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 First Tier Goal established for a calendar year under the ECBP.




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 Second Tier goal established for a calendar year under the ECBP.





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




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.   “2005
RSUs” means
[______] of the Restricted Stock Units described in Paragraph 2. 




w.   “2006
RSUs” means
[______] of the Restricted Stock Units described in Paragraph 2, plus any 2005
RSUs that fail to vest under Paragraph 3.b(1).

 


 







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x.   “2007
RSUs” means
[_____] of the Restricted Stock Units described in Paragraph 2, plus any 2006
RSUs that fail to vest under Paragraph 3.b(2) (including Restricted Stock Units
that failed to vest before 2007).




y.   “2008
RSUs” means
[_____] of the Restricted Stock Units described in Paragraph 2, plus any 2007
RSUs that fail to vest under Paragraph 3.b(3) (including Restricted Stock Units
that failed to vest before 2008). 




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 _____ 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 Paragraph 3.a, a Vesting Date for Restricted Stock Units subject to the Award
shall occur in accordance with the following schedule:




(1) 2005
RSUs.




(a)   As to
[2/3rds] of the 2005 RSUs, [__________], 2006, provided that the First Tier Goal
is satisfied for 2005.




(b)   As to an
additional [1/3rd] of the 2005 RSUs, [__________], 2006, provided that the
Second Tier Goal is satisfied for 2005.




(2) 2006
RSUs.





(a)   As to
[2/3rds] of the 2006 RSUs, [__________], 2007, provided that the First Tier Goal
is satisfied for 2006. 




(b)   As to an
additional [1/3rd] of the 2006 RSUs, [__________], 2007, provided that the
Second Tier Goal is satisfied for 2006.




(3)   2007
RSUs.




(a)   As to
[2/3rds] of the 2007 RSUs, [__________], 2008, provided that the First Tier Goal
is satisfied for 2007. 




(b)   As to an
additional [1/3rd]
of the 2007 RSUs, [__________], 2008, provided that the Second Tier Goal is
satisfied for 2007.


 

 







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(4)   2008
RSUs.




(a)   As to
[2/3rds] of the 2008 RSUs, [__________], 2009, provided that the First Tier Goal
is satisfied for 2008. 




(b)   As to an
additional [1/3rd] of the 2008 RSUs, [__________], 2009, provided that the
Second Tier Goal is satisfied for 2008.




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 for any reason, 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 the following dates:




(a) With
respect to the 2005 RSUs, June 30, 2005;




(b) With
respect to the 2006 RSUs, June 30, 2006;




(c) With
respect to the 2007 RSUs, June 30, 2007; and




(d) With
respect to the 2008 RSUs, June 30, 2008




(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 

 

 







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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.




(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 by 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.

 

 







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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.




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. 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, deliver to Grantee a certificate for the Shares 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 no certificates for
Shares will 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 

 







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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.

 

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: 
	 
	 	 	
      LAWRENCE
      S. SMITH

	 	
      ATTEST: 
	 
	 	 	
      ARTHUR
      R. BLOCK











 

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