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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