Exhibit 10.26
SEE 5K
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EXECUTIVE EMPLOYMENT AGREEMENT
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This EXECUTIVE EMPLOYMENT AGREEMENT is made as of the ____ day of
_________, 2000, between COMCAST CORPORATION, a Pennsylvania corporation
(together with its subsidiaries and affiliates, collectively referred to as the
"Company"), and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual residing in and working for the
Company in Pennsylvania ("Employee").
BACKGROUND
Employee is currently employed as Executive Vice President of the
Company pursuant to an Employment Agreement dated January 1, 1995, as amended
August 16, 1996 (the "Prior Employment Agreement"). Employee has been advised by
the Company that Employee may continue to be employed pursuant to the terms of
the Prior Employment Agreement or may elect to be employed on the terms and
conditions contained in this Agreement. Employee has elected to have Employee's
relationship with the Company be governed by the terms and conditions of this
Agreement, which include increases in Employee's compensation and other material
changes and benefits favorable to the Employee. In return for such favorable
material changes, Employee is agreeing to the terms and conditions contained in
this Agreement which include other material changes favorable to the Company
which impose additional material obligations on Employee. Employee, however,
will retain all stock option, restricted stock and cash bonus plan grants made
in connection with the Prior Employment Agreement or made at any other time
prior to the date hereof.
AGREEMENT
Intending to be legally bound, the Company and Employee agree as
follows:
1. Position.
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(a) Employee shall serve and the Company shall employ Employee
as Executive Vice President of the Company. The specific duties of Employee are
set forth on Schedule 1 attached hereto. The Company reserves the right to
modify the duties and responsibilities of Employee from time to time (other than
by making a substantial diminution therein).
(b) Except as otherwise provided in this Agreement, throughout
the Term (as defined in Paragraph 2), Employee shall work full time and devote
Employee's best efforts to the affairs of the Company in a manner which will
further the business and interests of the Company. Without the prior written
consent of the Company, Employee shall not, directly or indirectly, do any work
for or on behalf of any person or business, other than the Company, during the
Term. Nothing herein shall restrict Employee from engaging in non-compensatory
civic and charitable activities with the consent of the Company, which consent
shall not be
unreasonably withheld. The Company, and its successors and assigns, in addition
to receiving the benefit of all of Employee's services, shall be entitled to
receive and own all of the results and proceeds of said services (including,
without limitation, inventions, patent rights, copyrights, trademark rights,
literary material and any other intellectual property) produced or created by
Employee during the Term. Employee will, at the request of the Company, execute
such assignments, certificates or other instruments as the Company may from time
to time deem necessary or desirable to evidence, establish, maintain, protect,
enforce or defend its right or title in or to any such material.
2. Term.
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The term of this Agreement (the "Term") shall be from the date first-above
written (the "Commencement Date") through the first to occur of: (i) the date
this Agreement is terminated by the Company in accordance with Paragraph 7; (ii)
employee's resignation from employment; or (iii) December 31, 2005.
Notwithstanding the end of the Term, certain provisions of this Agreement,
including, but not limited to, any payments to be made after the Term and the
covenants contained in ▇▇▇▇▇▇▇▇▇▇ ▇, ▇ ▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇ enforceable after the
end of the Term.
3. Compensation.
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(a) Base Salary.
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Employee's salary from the Commencement Date through December 31, 2000
shall be at the annual rate of Seven Hundred Sixty Five Thousand Seven Hundred
Sixty Nine Dollars ($756,769.00); commencing as of January 1, 2001, Employee's
salary shall be at the annual rate of Eight Hundred Twenty Five Thousand Dollars
($825,000.00) ("Base Salary"). Base Salary, less normal deductions, shall be
paid to Employee in accordance with the Company's regular executive payroll
practices in effect from time to time. The Base Salary shall be increased for
each calendar year in the Term subsequent to 2001 by the greater of (i) 5% of
the previous year's Base Salary or (ii) the percentage increase during the
previous year in the Consumer Price Index for all urban consumers published by
the U.S. Department of Labor or (if such index is discontinued) the nearest
equivalent index, up to a maximum of 10%.
(b) Executive Cash Bonus.
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(i) Employee shall be eligible to receive an annual
performance bonus ("Executive Cash Bonus") of up to 50% of Employee's then Base
Salary, payable in cash or in shares of the Company's Class A Special Common
Stock in the discretion of the Subcommittee on Performance-Based Compensation of
the Compensation Committee of the Board of Directors of the Company (the
"Subcommittee"). The Executive Cash Bonus shall be determined annually by the
Subcommittee based upon the performance of the Company and Employee during each
calendar year commencing for the year 2000 and through the year 2005. The
Executive Cash Bonus shall be paid within ninety (90) days after the end of each
applicable calendar year, except as provided in subparagraph (ii) below.
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(ii) If any part of the total compensation (including
the Executive Cash Bonus and any Deferred Bonus as defined in this subparagraph)
paid to Employee for the Company's taxable year in which such compensation would
be paid would not be deductible by the Company for federal income tax purposes
by reason of the limitation in Section 162(m) of the Internal Revenue Code of
1986, as amended, the compensation payable in such taxable year shall be paid
only to the extent so deductible, assuming that it was the last compensation
paid during such taxable year. The balance of the compensation shall be added to
an unfunded account maintained on behalf of Employee substantially equivalent to
those under the Company's Deferred Compensation Plan with respect to deferrals
made into the Income Fund thereunder, to be paid to Employee in a subsequent tax
year in accordance with the terms of the Deferred Compensation Plan (as if it
were an account maintained thereunder) and this subparagraph (ii). As used
herein "Deferred Bonus" means any amount so added to such account, and all
interest earned thereon (as if it were an account maintained thereunder). The
application or potential application of such Section 162(m) shall be determined
in good faith by the Company based on available information prior to the date on
which any compensation would otherwise be paid. The provisions of the
subparagraph (ii) may be waived from time to time, in whole or in part, with the
prior consent of the Company and the Subcommittee.
(c) Stock Options.
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As soon as practicable after the execution of this Employment Agreement,
the Subcommittee shall grant a stock option to purchase 800,000 shares of the
Company's Class A Special Common Stock under the Company's Stock Option Plan.
Such options shall have a term of ten (10) years and shall vest and become
exercisable as follows: 20% on the second anniversary date of the date of grant;
10% on each of the third to ninth anniversary dates of the date of grant; and
10% on the nine year and six month anniversary date of the date of grant.
(d) Withholding.
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All compensation under this Agreement is subject to applicable tax
withholding requirements.
4. Insurance.
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Employee shall be eligible to participate in the Company's group life,
medical and other insurance plans on the same terms and at the same cost to the
Company and Employee as the Company's other executives at Employee's level
receive from time to time, in accordance with the terms of such plans and
subject to the restrictions and limitations contained in the applicable
insurance agreement or agreements. Nothing in this Agreement shall limit the
Company's right to modify or discontinue any insurance coverages at any time.
5. Other Benefits.
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Employee shall be entitled to participate in the Company's Deferred
Compensation Plan, Deferred Stock Option Plan and other benefits and programs,
on the same terms and at the same cost to the Company and Employee as the
Company's other executives at Employee's level receive from time to time, in
accordance with the terms of such programs and subject to the restrictions and
limitations contained in the applicable program or programs. Nothing in this
Agreement shall limit the Company's right to modify or discontinue any benefits
or programs at any time. The provisions of this Paragraph 5 shall not apply to
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benefits and programs (including, without limitation, severance) addressed in
this Agreement, in which case the applicable terms of this Agreement shall
apply.
6. Business Expenses.
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The Company shall pay or reimburse Employee for reasonable travel,
entertainment and other expenses incurred by Employee in connection with the
performance of Employee's duties under this Agreement upon receipt of vouchers
therefor submitted to the Company on a timely basis and in accordance with the
Company's regular reimbursement procedures and practices in effect from time to
time.
7. Termination by the Company.
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The Company may terminate Employee's employment and the Company's
obligations or liabilities under this Agreement, excluding any obligations the
Company may have under Paragraph 8, in any of the following circumstances:
(a) Disability.
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In the event Employee becomes unable to perform Employee's duties
hereunder due to partial or total disability or incapacity resulting from a
mental or physical illness, injury or health-related cause ("Disability") for a
period of nine (9) consecutive months or for a cumulative period of forty-five
(45) weeks during the term of this Agreement. Employee acknowledges that given
Employee's role in the Company's operations, it would be an undue hardship for
the Company to accommodate such a Disability for a longer period.
(b) Death of Employee. In the event of Employee's death.
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(c) Discharge With Cause.
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In the event of "cause," which shall include: Employee's willful
misconduct; fraud; misappropriation; embezzlement; gross negligence in the
management of Company business; self-dealing; dishonesty; misrepresentation;
conviction of a crime of moral turpitude; material violation of any Company
policy; material violation of the Company's Code of Ethics and Business Conduct
as then in effect; or material breach of any provision of this Agreement (which
material breach shall be deemed to have occurred, without limitation, in the
event of: (i) failure by Employee to perform services consistent with this
Agreement after notice of such failure by the Company to Employee and a
reasonable opportunity, in light of the context of such failure, for Employee to
cure or otherwise remedy such failure; (ii) acceptance of employment with
another person or entity, or performing work or providing advice to another
person or entity as an employee, consultant or in any other capacity, during the
Term; or (iii) breach of the confidentiality provisions hereof) ("Discharge With
Cause").
(d) Discharge Without Cause.
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At any time, without "cause" ("Discharge Without Cause").
8. Payments Upon Termination by the Company.
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(a) Discharge Without Cause.
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If Employee is Discharged Without Cause:
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(i) Employee shall continue to receive Employee's
then-current Base Salary and all insurance, medical and other similar benefits
for two years from the date of the Discharge Without Cause, in exchange for a
release by Employee of the Company with respect to all matters relating to
Employee's employment. Employee shall also receive any accrued but unused
vacation time to the date of termination, and any amounts then due under the
Deferred Compensation Plan (or Employee may elect to continue to participate in
the Deferred Compensation Plan if such continued participation is authorized in
accordance with the terms of the Deferred Compensation Plan).
(ii) Employee shall receive that portion of the
Executive Cash Bonus and Deferred Bonus (if any) which would have vested within
a period of twelve (12) months from the date of Discharge Without Cause, had
there been no termination of Employee's employment.
(iii) Employee shall have no obligation to obtain
employment during the period in which Employee receives post-termination
payments from the Company under this Paragraph 8(a). However, the Company's
obligation for Base Salary under subparagraph (i) above shall be offset by any
compensation from employment earned by Employee with another employer during
such period, and its obligation to continue insurance, medical and other similar
benefits shall cease upon Employee's acceptance of other employment offering
substantially similar benefits.
(b) Death or Disability.
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Upon discharge due to death or Disability, Employee (or Employee's estate,
as applicable) will be entitled to payment of Employee's then-current unpaid
Base Salary for the period prior to termination and for the period of three (3)
months thereafter, amounts payable on account of death or Disability under any
insurance or benefit plans or policies maintained by the Company, any accrued
but unused vacation time, and any amounts then due under the Deferred
Compensation Plan.
(c) Discharge With Cause.
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If Employee is Discharged With Cause, Employee's sole entitlement shall be
the receipt of Employee's then-current unpaid Base Salary for any days worked
through the date of termination and any amounts payable to Employee at such time
under the Deferred Compensation Plan.
(d) COBRA Rights.
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Nothing herein shall constitute a waiver by Employee of "COBRA" rights
under federal law in connection with termination of employment.
(e) Notwithstanding anything to the contrary contained herein,
the Company shall not be liable for any payment under this Paragraph 8 in the
event Employee breaches Employee's obligations under Paragraph 9.
9. Non-Competition and Confidentiality.
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(a) During the Term and for a period of one year thereafter,
Employee shall not, directly or indirectly, solicit, induce, encourage, or
attempt to influence any client, customer, employee, consultant, independent
contractor, subscriber, service provider, salesman or supplier of Company to
cease to do business or to terminate the employment or other relationship with
the Company.
(b) During the Term and for a period of one year thereafter,
Employee shall not, directly or indirectly, purchase (other than for personal
use) goods, services or programming from material suppliers of Company similar
to those purchased by Company if the effect of any such purchase shall cause the
Company the denial of or delay in the receipt of such goods, services or
programming.
(c) DURING THE TERM AND FOR A PERIOD OF ONE YEAR THEREAFTER,
EMPLOYEE SHALL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN (AS A PRINCIPAL, PARTNER,
DIRECTOR, OFFICER, AGENT, EMPLOYEE, CONSULTANT, OWNER, INDEPENDENT CONTRACTOR OR
OTHERWISE) OR BE FINANCIALLY INTERESTED IN: (i) ANY BUSINESS IN COMPETITION WITH
THE BUSINESS ACTIVITIES CARRIED ON BY THE COMPANY IN ANY AREA, OR BEING PLANNED
BY THE COMPANY (WITH EMPLOYEE'S KNOWLEDGE) AT THE TIME OF SUCH TERMINATION OF
EMPLOYMENT; OR (ii) ANY BUSINESS DESCRIBED ON SCHEDULE 2 ATTACHED HERETO
(SUBPARAGRAPHS (c)(i) AND (c)(ii) TOGETHER REFERRED TO AS "COMPETITIVE
ACTIVITIES"); PROVIDED, HOWEVER, THAT IN THE EVENT TERMINATION OCCURS BY THE
COMPANY PURSUANT TO PARAGRAPH 7(d) OR AS A RESULT OF THE EXPIRATION OF THE TERM
ON DECEMBER 31, 2005, THEN SUBPARAGRAPH (c)(ii) SHALL NOT APPLY. NOTHING HEREIN
SHALL PREVENT EMPLOYEE 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.
(d) During the term and for a period of one year thereafter,
Employee shall not, directly or indirectly, use for Employee's personal benefit,
or disclose, communicate or divulge to, or use for the direct or indirect
benefit of, anyone other than the Company (except as may be required within the
scope of Employee's duties hereunder), any confidential information of the
Company which Employee acquires in the course of Employee's employment, which is
not otherwise lawfully known by and readily available to the general public.
This confidential information includes, but is not limited to: business,
marketing, legal or accounting methods, policies, plans, procedures, strategies
or techniques; research or development projects or results; software and
firmware; trade secrets or other knowledge or processes of or developed by the
Company; names and addresses of employees, suppliers or customers; and any data
on or relating to past, present or prospective customers, including customer
lists. Employee confirms that such information is confidential and constitutes
the
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exclusive property of the Company, and agrees that, immediately upon Employee's
termination, whether such termination occurs by expiration of this Agreement, by
a breach of this Agreement by Employee or by the Company, Employee shall deliver
to the Company all correspondence, documents, books, records, lists and other
materials relating to the Company's business, regardless of the medium in which
such materials are maintained; and Employee shall retain no copies in any
medium, regardless of where or by whom such materials were kept or prepared.
Nothing herein shall prevent Employee from complying with a valid subpoena or
other legal requirement for disclosure of information; provided that Employee
shall notify the Company promptly and in advance of disclosure if Employee
believes Employee is under a legal requirement to disclose confidential
information.
(e) Employee acknowledges that the restrictions contained in
this Paragraph 9, in view of the nature of the business in which the Company is
engaged and Employee's position with the Company, are reasonable and necessary
to protect the legitimate interests of the Company, and that any violation of
these restrictions would result in irreparable injury to the Company. Employee
therefore agrees that, in the event of Employee's violation of any of these
restrictions, the Company shall be entitled to obtain from any court of
competent jurisdiction: (i) preliminary and permanent injunctive relief against
Employee; (ii) damages from Employee; and (iii) an equitable accounting of all
compensation, commissions, earnings, profits and other benefits to Employee
arising from such violation (including legal fees and other costs and expenses
of defending Employee in any legal proceedings relating to this Agreement
("Legal Fees")), all of which rights shall be cumulative and in addition to any
other rights and remedies to which the Company may be entitled as set forth
herein or as a matter of law.
(f) Employee agrees that if any portion of the restrictions
contained in this Paragraph 9, or the application thereof, is construed to be
invalid or unenforceable, the remainder of such restriction or restrictions or
the application thereof shall not be affected and the remaining restriction or
restrictions will then be given full force and effect without regard to the
invalid or unenforceable portions. If any restriction is held to be
unenforceable because of the area covered, the duration thereof or the scope
thereof, Employee agrees that the court making such determination shall have the
power to reduce the area and/or the duration, and/or limit the scope thereof,
and the restriction shall then be enforceable in its reduced form. If Employee
violates any such restrictions, the period of such violation (from the
commencement of any such violation until such time as such violation shall be
cured by Employee to the satisfaction of the Company) shall not count toward or
be included in the restrictive period contained in the applicable subparagraph
above.
10. Certain Acknowledgements and Agreements.
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(a) Employee acknowledges and agrees as follows:
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(i) Employee possesses sufficient knowledge, skill and
experience to permit him to earn a living by working in an industry not
described in Paragraph 9(c) and Schedule 2 for a period of one year as therein
provided.
(ii) Employee's level of skill and experience is rare
and unique in the industries in which the Company participates, and that it
would be difficult or impossible for the Company to replace Employee within a
reasonable period of time.
(iii) Employee's decision to work for or otherwise serve
any other business in the industries in which Company participates would cause
competitive and other harm and significant hardship to Company, and that to do
so would be inconsistent with the benefits provided to Employee under this
Agreement or in connection with its execution.
(iv) Employee's compensation provided under this
Agreement is fair compensation in consideration of the restrictions contained
herein.
(v) A RESIGNATION BY EMPLOYEE FROM EMPLOYMENT BY THE
COMPANY (OTHER THAN IN CONNECTION WITH A BONA FIDE RETIREMENT AS AGREED WITH THE
COMPANY) MAY BE TREATED BY THE COMPANY AS A MATERIAL BREACH OF THIS AGREEMENT
AND, AS A CONSEQUENCE, THE COMPANY MAY AVAIL ITSELF OF ALL RIGHTS AND REMEDIES
SET FORTH HEREIN OR AVAILABLE TO IT AS A MATTER OF LAW. In the event of such
breach, the Company shall not be liable for any payments or benefits to Employee
hereunder.
(b) Employee acknowledges that Employee had the opportunity to
retain and consult with legal counsel and tax advisors of Employee's choice
regarding the terms of this Agreement. Employee represents that this Agreement
is enforceable against Employee in accordance with its terms.
11. Special Remedies.
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(a) In the event the Company commits a material breach of this
Agreement and such breach is not cured to Employee's satisfaction within thirty
(30) days after written demand for such cure, then Employee may terminate this
Agreement, and such termination shall be construed as a Discharge Without Cause.
A substantial diminution in Employee's duties and responsibilities shall
constitute a material breach of this Agreement. In all such events, Employee's
rights shall be as provided in Paragraph 8(a).
(b) If, following Employee's resignation from employment by
the Company, Employee provides services or otherwise performs any work for or on
behalf of any person or business engaged in Competitive Activities at any time
through December 31, 2005, then Employee shall pay, or cause to be paid to the
Company, on a current basis, all cash and non-
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cash compensation, bonuses, commissions, earnings, profits and other benefits of
Employee received, vested or earned through such date (including Legal Fees but
excluding any health and welfare benefits available generally to all employees
of such person or business), to the extent the value of the total amount thereof
exceeds the amount Employee would have received from the Company as Base Salary
through such date had Employee not so resigned.
(c) Employee acknowledges that Employee's agreement to the
terms of Paragraph 9 is necessary consideration for the stock option grants,
Executive Cash Bonus, Deferred Bonus and other benefits granted to or received
by Employee in connection with the execution of this Agreement and during the
Term (collectively, the "Additional Compensation"). In the event Employee
commits a breach of Paragraph 9, and such breach is not promptly cured to the
Company's satisfaction within ten (10) days after demand for such cure, then the
Company may rescind any such Additional Compensation paid to Employee within
three (3) months prior to the first day on which such breach occurred. Upon
Company's demand therefore, Employee shall: (i) return to the Company (properly
endorsed for transfer to the Company to the extent represented by certificates)
all shares of stock issued upon exercise of any such options (or the same number
of shares of such stock if such shares are not then owned by Employee), within
such three-month period (in each case together with all shares of stock or other
securities issued with respect to such shares in any dividend or
recapitalization subsequent to such exercise), and upon receipt thereof the
Company shall repay to Employee the exercise price paid in connection with the
exercise of any such option; and (ii) repay to the Company the amount of any
other Additional Compensation received by Employee within such three-month
period. Employee acknowledges that this Paragraph 11(c) may cause shares of
stock received upon exercise of an option to be "substantially nonvested" within
the meaning of Section 83 of the Internal Revenue Code of 1986, as amended, and
that Employee may be required to file an election under Section 83(b) at the
time of exercise of any such option in order to avoid potential adverse tax
consequences. The remedies provided by this Paragraph 11(c) are in addition to
and not in limitation of any other remedies available to the Company under this
Agreement or applicable law.
12. Acceleration Event.
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(a) The Company shall give Employee 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 an
Acceleration Event (as defined in subparagraph (ii) below). Upon receipt of such
notice, all stock options of Employee shall become immediately exercisable in
full, and until the day before such anticipated date of consummation (or such
shorter period as the Company shall reasonably determine and so notify
Employee), Employee shall be permitted to exercise all options with respect to
up to the entire number of shares of the Company's Class A Special Common Stock
covered thereby; provided that the shares received from the exercise of any
options so accelerated (and any shares, cash or other proceeds received in
exchange therefor in connection with the consummation of the Acceleration
Event), shall be held in escrow by the Company or its successor and shall be
delivered to Employee only in the event Employee remains in the employ of the
Company or its successor through the six-month anniversary of the
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date of consummation of the Acceleration Event. The Company may in such notice
require that upon the close of the period described above during which an option
may be so exercised such option shall terminate to the extent that it has not
theretofore been exercised. Notwithstanding the foregoing, in the event the
Acceleration Event which was the subject of such notice is not consummated,
options which were exercised shall be deemed not to have been exercised and
shall be exercisable thereafter (disregarding any acceleration of vesting as
provided for above, which shall then be of no effect) to the same extent they
would have been exercisable if no such notice had been given.
(b) "Acceleration Event" means any of the following events:
(i) the liquidation of the Company; or (ii) a Change of Control. "Change of
Control" means any transaction or series of transactions as a result of which
any natural person (other than a member or members of the ▇▇▇▇▇▇▇ Family)
beneficially owns securities of the Company or its successor as a result of such
transaction(s) or the entity which is the controlling entity of its successor as
a result of such transaction(s) having more than 50 percent of the voting power
in the election of directors or members of a similar body of the Company, such
successor or such other entity. "▇▇▇▇▇▇▇ Family" means (i) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇;
(ii) a lineal descendant of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (iii) a trust established for
the benefit of any of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and/or a lineal descendant or descendants
of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
13. Provisions Separable.
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No provision of this Agreement shall be affected or rendered invalid or
unenforceable if for any reason any other provision(s) may be invalid or
unenforceable in whole or in part.
14. Merger, Etc.
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(a) If the Company merges with, or transfers all or
substantially all of its assets to, another entity, such other entity shall be
deemed to be the successor to the Company hereunder, and the term "Company" as
used herein shall mean such other entity as is appropriate, and this Agreement
shall continue in full force and effect.
(b) If the Company transfers part of its assets to another
entity owned by the shareholders of the Company (or any substantial portion of
them), or distributes stock or other interests in a subsidiary or affiliate of
the Company to the shareholders of the Company (or any substantial portion of
them), and Employee works for the portion of the Company or the entity so
transferred, then such other entity shall be deemed the successor to the Company
hereunder, the term "Company" as used herein shall mean such other entity as is
appropriate, and this Agreement shall continue in full force and effect. In
addition, Paragraph 9 shall apply separately to Employee's employment with such
other entity and with the Company, and such other entity shall separately have
the rights of the "Company" under Paragraph 9, with respect to Employee's
employment with it without affecting or diminishing the rights of the Company
hereunder. Notwithstanding the foregoing, the Company shall not be restricted
from competing with any such entity.
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15. Other Rights.
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Nothing in this Agreement shall constitute a waiver by Employee of any
rights Employee may have to indemnification or the advancement of litigation
expenses under any applicable bylaws or insurance policies of the Company or any
applicable statute.
16. Jurisdiction; Governing Law.
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Litigation concerning this Agreement, if initiated by or on behalf of
Employee, shall be brought only in a state or federal court in the Eastern
District of Pennsylvania, or, if initiated by the Company, in such jurisdiction
or in the jurisdiction in which Employee then resides or works. Employee
consents to jurisdiction in the Eastern District of Pennsylvania without regard
to Employee's residence or place of business. Employee and the Company
irrevocably waive any objection, including any objection to the laying of venue
or based on the grounds of forum non conveniens, which Employee either may now
or hereafter have to the bringing of any action or proceeding in such
jurisdiction in respect of this Agreement or any transaction related hereto.
Employee and the Company acknowledge and agree that any service of legal process
by mail constitutes proper legal service of process under applicable law in any
action or proceeding under or in respect of this Agreement. This Agreement shall
be interpreted and enforced in accordance with the substantive law of the
Commonwealth of Pennsylvania, without regard to any choice-of-law doctrine.
17. Notices.
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All notices referred to in this Agreement shall be made in writing and
shall be effective: (a) if given by facsimile, when transmitted to the telecopy
number specified in this subparagraph and the appropriate facsimile confirmation
is received; or (b) if given by any other means, when delivered at the following
address:
If to Company to:
Comcast Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
FAX: (▇▇▇) ▇▇▇-▇▇▇▇
If to Employee to:
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, in Philadelphia, Pennsylvania.
COMCAST CORPORATION
By:___________________________
EMPLOYEE:
______________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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SCHEDULE 1
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DUTIES OF EMPLOYEE
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Responsible for directing the Company's financial and administrative functions.
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SCHEDULE 2
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COMPETITIVE ACTIVITIES *
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A. The distribution of video programming to residential or commercial
subscribers by any technology, including, but not limited to, coaxial
or fiber optic cable, digital subscriber line, SMATV, satellite or
wireless distribution systems. The following companies and their
successors and assigns are deemed to be competitive video programming
distributors engaged in Competitive Activities: AT&T Corp. (AT&T
Broadband Services); Time Warner, Inc. (Time Warner Cable Division;
Time Warner Entertainment Company, L.P.; Time Warner
Entertainment-Advance ▇▇▇▇▇▇▇▇ Partnership); Charter Communications,
Inc. (Charter Cable TV); Adelphia Communications Corporation; ▇▇▇
Communications, Inc.; ▇▇▇▇▇▇ Electronics Corporation (DirectTV, Inc.);
Echostar Communications Corporation; RCN Corporation; Knology Holdings,
Inc.; and SBC Communications Inc. (Ameritech New Media, Inc., d/b/a
Americast). Other distributors of video programming either providing
services in areas (1) served by the Company or (2) serving in excess of
20,000 subscribers in the aggregate, are similarly deemed to be engaged
in Competitive Activities.
B. The transport of data to and/or from residential or commercial
subscribers by any technology, including, but not limited to, high
speed cable modem, digital subscriber line, wireless or satellite
system. The following companies and their successors and assigns are
deemed to be competitive data transport providers engaged in
Competitive Activities: Regional ▇▇▇▇ Operating Companies; Northpoint
Communications Group, Inc.; Covad Communications Group, Inc.; ▇▇▇▇▇▇
Electronics Corporation (DirectTV, Inc.); Echostar Communications
Corporation; Global Crossing Ltd.; Sprint Corporation (Sprint PCS
Group); MCI WorldCom, Inc.; At Home Corporation; ServiceCo LLC d/b/a
Road Runner. Other providers of data transport services providing
services in areas (1) served by the Company or (2) serving in excess of
25,000 subscribers in the aggregate, are similarly deemed to be engaged
in Competitive Activities.
C. The production of video programming for utilization by the technologies
set forth in Section A above, for exhibition at movie theaters, for use
on the internet, or for purchase by consumers for home viewing. A
company which is engaged in such production shall be deemed to be
engaged in Competitive Activities if greater than 10% of its gross
revenues are derived from such production activities.
14
SCHEDULE 2 (continued)
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D. The provision of residential or commercial local exchange, toll or long
distance telecommunications services; the provision of competitive
access, point-to-point and primary line services; and the delivery of
wide area municipal area and dark fiber network services. A company
that is engaged in any of these ventures shall be deemed to be engaged
in Competitive Activities if greater than 5% of its gross revenues are
derived from such activities.
_________
* A business or specific company listed on Schedule 2 may also be deemed
to be engaged in Competitive Activities under Paragraph 9(c)(i) if
such business or company is providing competitive products or services
in any area where the company is providing products or services.