Exhibit
10.2


 


COMCAST
CORPORATION


RESTRICTED
STOCK AWARD


This is a Restricted Stock
Award dated November 20, 200__ from Comcast Corporation (the “Company”) to                             
(the “Grantee”).


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 4.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 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.


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


h.             “Disabled
Grantee” means


(1)           Grantee,
if Grantee’s service on the Board is terminated by reason of Disability; or


(2)           Grantee’s
duly-appointed legal guardian following Grantee’s termination of service on the
Board by reason of Disability, acting on Grantee’s behalf.


i.              “Normal
Retirement” means Grantee’s termination of service that is treated by the
Board as a retirement under its policies and practices as in effect from time
to time.


j.              “Plan”
means the Comcast Corporation 2002 Restricted Stock Plan, incorporated herein
by reference.


 





















 


k.             “Retired
Grantee” means Grantee, following Grantee’s termination of service pursuant
to a Normal Retirement.


l.              “Rule
16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from
time to time.


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


n.             “Vesting
Date” means the date(s) on which Grantee vests in all or a portion of the
Shares, as provided in Paragraph 3.


o.             “1934
Act” means the Securities Exchange Act of 1934, as amended.


2.             Grant
of Restricted Stock.  Subject to the
terms and conditions set forth herein and in the Plan, the Company hereby
grants to Grantee [___________] Shares.


3.             Vesting of
Restricted Stock.  Subject to the
terms and conditions set forth herein and in the Plan, Grantee shall be fully
and immediately vested in the Shares on the Date of Grant and, except as
otherwise provided in Paragraph 4, shall be entitled to the delivery of Shares.


4.             Deferral
Elections.


Grantee may elect to defer the receipt of Shares otherwise issuable
under this Award, 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 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 hereby granted shall not be effective
unless it is filed with the Committee on or before December 31, 200__


(3)           Deferral
Period.  Subject to
Paragraph 4.b, all Shares issuable hereunder 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 6), on the date designated by
Grantee, which shall not be earlier than January 2 of the third calendar year
beginning after the Date of Grant, nor later than January 2 of the eleventh
calendar year beginning after the Date of Grant.


 


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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 Shares
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 4.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 4.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 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


 


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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 4, 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.


5.             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.


6.             Securities
Laws.  The Committee may from time to
time impose any conditions on the Shares 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.


7.             Delivery
of Shares.  Except as otherwise
provided in Paragraph 4, within ten (10) business days of the Date of Grant,
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 6, provided that no certificates for Shares will be delivered to
Grantee until appropriate arrangements have been made 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.


8.             Award
Not to Affect Service.  The Award
granted hereunder shall not confer upon Grantee any right to continue in
service to the Company as a director or to the Company or any subsidiary or
affiliate of the Company in any other capacity.


 


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9.             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

  
	
   

  	
   

  	
  Lawrence
  S. Smith

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ATTEST:

  	
  Arthur
  R. Block

  
	
   

  	
   

  	
  Arthur
  R. Block

  



 


 


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