Exhibit
10.1


 


COMCAST
CORPORATION


RESTRICTED
STOCK AWARD


This is a Restricted Stock
Award dated November 20, 2005 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 the close of business on the 30th day following
approval of the amendments to the Plan to permit participation by the Company’s
Non-Employee Directors in the Plan.


(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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