Exhibit 10.23
AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
COMCAST CORPORATION AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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This Amendment is made as of this 18th day of November, 2002, by and
between Comcast Corporation, a Pennsylvania corporation (the "Company"), and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇").
RECITALS
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WHEREAS, ▇▇▇▇▇▇▇ and the Company entered into an Employment Agreement dated
as of May 1, 2002 (the "Agreement"); and
WHEREAS, the Company desires to modify the provisions of the Agreement
concerning the establishment of a trust as provided therein and other matters;
and
WHEREAS, ▇▇▇▇▇▇▇ is agreeable to accepting the Company's proposed
modifications to the Agreement;
NOW THEREFORE, in consideration of the foregoing and of the provisions set
forth herein, the parties agree as follows:
1. The parties acknowledge that the occurrence of the merger (the "Merger")
between the Company and a subsidiary of AT&T Comcast Corporation ("AT&T
Comcast") (which, effective immediately following the consummation of the
Merger, is changing its name to "Comcast Corporation"), as contemplated by the
Agreement and Plan of Merger, dated as of December 19, 2001 (as amended from
time to time, the "Merger Agreement"), among the Company, AT&T Comcast, AT&T
Corp., and certain other related parties, will result in a Change of Control as
defined in the Agreement. Pursuant to Section 3.9 of the Agreement, the Company
is required, prior to the occurrence of a Change of Control, to establish the
Trust (as defined in the Agreement), and is further required, upon and after the
occurrence of a Change of
Control, to contribute certain assets to the Trust. ▇▇▇▇▇▇▇ hereby waives the
requirements that the Company so form and contribute assets to the Trust as a
result of the Merger; provided that (a) ▇▇▇▇▇▇▇ may at any time, by notice to
the Company, require the Company to form and contribute assets to the Trust and
(b) if ▇▇▇▇▇▇▇ gives such notice, the Company, as promptly as practicable (and
in any event within 30 days) thereafter, shall (i) form the Trust in accordance
with Section 3.9 of the Amended Agreement, (ii) contribute to the Trust the
funds and other assets which the Company would be required to contribute
pursuant to the Agreement if a Change of Control occurred on the date of such
notice, and (iii) thereafter contribute such additional assets as may be
required by the Agreement as if the waiver made hereby had not been made.
2. Section 8.3 of the Agreement is amended by adding the following at the
end thereof:
In any case where this Agreement provides for a determination to be
made or instruction to be given by ▇▇▇▇▇▇▇, such determination or
instruction made or given after his death shall be made or given by
the foregoing persons as their interests may appear; provided that, if
it is impractical to give effect to separate determinations or
instructions, the determination or instruction given by such of the
foregoing as shall then have the greatest interest, as determined by
the Company in its reasonable discretion, shall control.
3. As contemplated by Section 9.14 of the Merger Agreement, and pursuant to
Section 8 of the Agreement, upon consummation of the Merger, AT&T Comcast, as
the successor to the Company, will be bound by the Agreement, as amended hereby
(together, the
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"Amended Agreement"), and will perform the Amended Agreement, in the same manner
and to the same extent that the Company would be required to perform it if no
such succession had taken place. To give effect thereto, and as further
contemplated by Section 9.14 of the Merger Agreement, upon and following
consummation of the Merger: When used in the Amended Agreement to refer to a
period or action to be taken or other event occurring after consummation of the
Merger,
(a) the term "Company" shall be deemed to refer to AT&T Comcast (which
shall include, for all purposes of this Section 3, its successors as
provided in Section 8 of the Amended Agreement);
(b) the terms "Board" and "Committee" shall be deemed to refer,
respectively, to the Board of Directors of AT&T Comcast and the
Compensation Committee of such Board;
(c) the term "Subcommittee" shall be deemed to refer to the
Subcommittee on Performance-Based Compensation of the Compensation
Committee, if such Subcommittee exists, or, if such Subcommittee does not
exist, such other subcommittee of the Compensation Committee as shall
perform the functions heretofore performed by the Subcommittee on
Performance-Based Compensation of the Company's Compensation Committee, or,
if there is no such other subcommittee, the full Compensation Committee;
and
(d) by signing this Amendment where indicated below AT&T Comcast
hereby assumes the Company's obligations to ▇▇▇▇▇▇▇ under the Amended
Agreement.
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4. Except as amended hereby, the Amended Agreement remains in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written. Comcast Corporation
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Agreed to and acknowledged by:
AT&T Comcast Corporation
By:
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