COMPENSATION AND DEFERRED COMPENSATION AGREEMENT
(as amended and restated effective August 31, 1998)
AGREEMENT amended and restated as of the 31st day of August, 1998 by and
between COMCAST CORPORATION, a Pennsylvania corporation (the "Company," as
further defined in Section 12), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇").
R E C I T A L S
WHEREAS, ▇▇▇▇▇▇▇ has been employed by the Company since he founded the
Company in 1969 and is currently Chairman of the Board of Directors; and
WHEREAS, ▇▇▇▇▇▇▇ and the Company entered into a Compensation and Deferred
Compensation Agreement and Stock Appreciation Bonus Plan, as of September 9,
1993, as amended and restated March 16, 1994 (the "1993 Agreement"), which was
approved by the Company's shareholders on June 22, 1994; and
WHEREAS, certain employment and compensation terms of the 1993 Agreement
expired on December 31, 1997; and
WHEREAS, the Company's Board of Directors (the "Board") as well as the
Board's Compensation Committee (the "Compensation Committee") and its
Subcommittee on Performance-Based Compensation (the "Subcommittee") recognize
that ▇▇▇▇▇▇▇' contribution to the growth and success of the Company has
continued to be substantial throughout the term of the 1993 Agreement and that
without his continued leadership and vision the Company would not have achieved
and maintained its current preeminent status in the cable television and
cellular communications industries nor would the Company have achieved its
performance levels or successfully consummated the many strategic transactions
that have closed during the term of the 1993 Agreement; and
WHEREAS, the Board desires to assure the Company of ▇▇▇▇▇▇▇' continued
employment in an executive or consultative capacity and to compensate him
therefor; and
WHEREAS, the Company's shareholders approved a 1996 Executive Cash Bonus
Plan on June 18, 1997 (the "Cash Bonus Plan"); and
WHEREAS, the Board has established the Subcommittee as a subcommittee of
its Compensation Committee comprised of two outside directors and which has the
responsibility for establishing the criteria for the payment of
performance-based compensation to ▇▇▇▇▇▇▇ and the Company's other senior
executive officers; and
WHEREAS, ▇▇▇▇▇▇▇ is currently a participant in the Company's 1992 Executive
Split Dollar Insurance Plan (the "1992 Split-Dollar Plan") and its 1994
Executive Split Dollar Insurance Plan (together, the "1992 and 1994 Split-Dollar
Plans"), each of which provides a death benefit to the ▇▇▇▇▇▇▇ family following
the death of the last survivor of ▇▇▇▇▇▇▇ and his spouse and a repayment of all
amounts advanced by the Company on behalf of ▇▇▇▇▇▇▇ and his spouse for the
purpose of assisting ▇▇▇▇▇▇▇ to maintain in force the life insurance policies
issued thereunder; and
WHEREAS, in accordance with the 1993 Agreement, the Company has increased
the life insurance protection provided for the ▇▇▇▇▇▇▇ family pursuant to the
1992 Split-Dollar Plan; and
WHEREAS, in the 1993 Agreement the Company also agreed to extend its
premium payment obligations under the 1992 Split-Dollar Plan until the death of
the survivor of ▇▇▇▇▇▇▇ and his spouse and to pay an additional annual bonus
until the death of their survivor in an amount that takes into account the
owner's share of the applicable insurance premiums and the income and gift taxes
attributable thereto; and
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WHEREAS, ▇▇▇▇▇▇▇ and the Company have entered into a 1996 Split-Dollar Life
Insurance Agreement (the "1996 Split-Dollar Agreement"), which provides a death
benefit to the ▇▇▇▇▇▇▇ family following ▇▇▇▇▇▇▇' death and a repayment of all
amounts advanced by the Company on behalf of ▇▇▇▇▇▇▇ for the purpose of
assisting ▇▇▇▇▇▇▇ to maintain in force the life insurance policies issued
thereunder; and
WHEREAS, ▇▇▇▇▇▇▇, in preference to other forms of compensation and
incentive compensation, wishes to provide additional life insurance protection
for his family following the death of the last survivor of ▇▇▇▇▇▇▇ and his
spouse and the Committee has determined that it would be in the Company's best
interests to provide such additional protection; and
WHEREAS, in order to provide this additional insurance protection ▇▇▇▇▇▇▇
and the Compensation Committee, upon receiving the advice of management
compensation consulting firms, have agreed that the Company will increase the
insurance protection for the ▇▇▇▇▇▇▇ family under a split-dollar arrangement
pursuant to which it will (a) continue its current practice of providing an
additional bonus to ▇▇▇▇▇▇▇ (and his surviving spouse, if any) with respect to
the portion of the premiums payable by the owner of the insurance policies and
(b) provide that such additional bonus shall also take into account the income
and gift taxes payable on such bonus; and
WHEREAS, ▇▇▇▇▇▇▇ and the Company desire to amend the 1993 Agreement in
order to replace certain tax gross-up bonuses contained therein (relating to
options owned by ▇▇▇▇▇▇▇ on Class B Common Stock of the Company) with a death
benefit in a fixed amount; and
WHEREAS, ▇▇▇▇▇▇▇ and the Company wish to confirm their other continuing
rights and obligations under all of their existing agreements, including the
1993 Agreement; and
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WHEREAS, ▇▇▇▇▇▇▇ is willing to commit himself to serve the Company on the
terms herein provided;
NOW THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:
1. Continued Service to the Company; Effect of Service Period Termination.
1.1 The Company hereby agrees to retain ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ hereby
agrees to continue to serve the Company, on the terms and conditions set forth
herein, for a term commencing on the date hereof and expiring on December 31,
2002 (unless ▇▇▇▇▇▇▇' services are sooner terminated as hereinafter set forth)
(the "Service Period").
1.2 Except as specifically provided herein, the termination of
▇▇▇▇▇▇▇' services under Section 4 shall not affect the parties' continuing
rights and obligations under this Agreement. As more specifically provided in
Sections 6, 13 and 23.1 hereof, the termination of ▇▇▇▇▇▇▇' services under
Section 4 also shall not affect the Company's continuing obligations under the
1993 Agreement and the other Pre-Existing Agreements (as defined in Section 6).
2. Position and Duties. During the Service Period:
2.1 ▇▇▇▇▇▇▇ shall serve as the Chairman of the Board, or such other
officer position as agreed to by ▇▇▇▇▇▇▇ and the Company (unless he chooses to
withdraw from such position in connection with his making a Consultant Election
described in Section 3.2), and, in such position, he shall have such powers and
duties as may from time to time be prescribed by the Board in accordance with
Section 4-6 of the Company's By-Laws.
2.2 As long as ▇▇▇▇▇▇▇ retains his executive status, he shall continue
to devote substantially all of his working time and effort to the business and
affairs of the Company. It is recognized that ▇▇▇▇▇▇▇ has outside interests,
including, but not limited to, serving as a director
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on the boards of other corporations and that ▇▇▇▇▇▇▇ may devote a reasonable
amount of time to such outside interests.
2.3 ▇▇▇▇▇▇▇ may at any time, upon thirty (30) days notice to the
Company, elect to change his position from that of an executive to that of
consultant to the Company, without any executive duties. Such an election shall
be referred to as the "Consultant Election." If ▇▇▇▇▇▇▇ makes the Consultant
Election, he shall thereafter devote such time as may be necessary for the
performance of those duties which are reasonably requested by the Company.
2.4 In connection with his service as an executive or a consultant to
the Company, ▇▇▇▇▇▇▇ shall be based at the Company's principal executive offices
in the Delaware Valley.
2.5 The provisions of this Section 2 shall not prevent ▇▇▇▇▇▇▇ from
investing his assets in such form and manner as he chooses; provided, however,
that ▇▇▇▇▇▇▇ shall not have any personal interest, direct or indirect (other
than through the Company or its subsidiaries), financial or otherwise, in any
supplier to, buyer from, or competitor of the Company unless such interest is,
or arises solely from ownership of, less than two percent (2%) of the
outstanding capital stock of such supplier, buyer or competitor and such capital
stock is available to the general public through trading on any national,
regional or over-the-counter securities market.
3. Compensation and Related Matters.
3.1 Base Payment. For each full year included in the Service Period
the Company shall pay ▇▇▇▇▇▇▇ a base payment ("Base Payment") for all services
to be rendered each year by ▇▇▇▇▇▇▇ as an executive or a consultant hereunder of
One Million Dollars ($1,000,000) per annum (less appropriate deductions),
payable in installments at such times as the Company customarily pays its senior
executive officers (but in any event no less often than
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monthly). Effective as of each January 1 (beginning in 1999) or such other date
as may be determined by the Compensation Committee, the Compensation Committee
shall adjust ▇▇▇▇▇▇▇' Base Payment in order to reflect the greater of (i)
increases subsequent to 1997 in the Consumer Price Index for all urban consumers
published by the United States Department of Labor or (ii) the average
percentage increase in the base compensation of the five (5) employees of the
Company having the highest base compensation (other than ▇▇▇▇▇▇▇) for the
preceding year. Once established at an increased annual rate, ▇▇▇▇▇▇▇' Base
Payment hereunder shall not thereafter be reduced unless such reduction is
pursuant to an overall plan to reduce the salaries of all the senior executive
officers of the Company.
3.2 Performance-Based Compensation under Cash Bonus Plan. For each
full year in the Service Period during which ▇▇▇▇▇▇▇ remains an executive of the
Company, he shall be entitled to an annual performance-based cash bonus ("Cash
Bonus") of up to fifty percent (50%) of the Base Payment, determined in
accordance with, and upon satisfaction of, the performance-based standards
contained in the Cash Bonus Plan.
3.3 Expenses. During the Service Period, ▇▇▇▇▇▇▇ shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by him (in
accordance with the policies and procedures established from time to time by the
Board for its senior executive officers) in performing services hereunder,
provided that ▇▇▇▇▇▇▇ properly accounts therefor in accordance with Company
policy.
3.4 1997/1998 Split-Dollar Agreement. The Company shall assist in
providing additional survivorship life insurance protection for the benefit of
the ▇▇▇▇▇▇▇ family in accordance with the terms of a separate split-dollar
insurance agreement executed by the Company and ▇▇▇▇▇▇▇ (the "1997/1998
Split-Dollar Agreement"), which in all material respects
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is similar to the form of agreement attached hereto as Appendix A. The
additional insurance shall provide the survivorship life insurance protection to
the ▇▇▇▇▇▇▇ family which is shown on Schedule A attached to the form of
agreement. This increase in insurance protection shall in no way affect the
obligation to repay to the Company all loans which it has advanced and will
advance in the future pursuant to the Split-Dollar Arrangements (as defined in
Section 3.10.1(i)). In the event the additional insurance required hereunder is
unavailable, or in the event the terms on which it may be available become too
onerous, in the mutual determination of the Company and ▇▇▇▇▇▇▇, the Company
shall satisfy the obligations contained in this Section 3.4 by providing cash
benefits or other valuable consideration, acceptable in amount and form to
▇▇▇▇▇▇▇.
3.5 Other Benefits. Except as otherwise specifically provided herein,
▇▇▇▇▇▇▇ shall continue to be eligible to participate in all employee benefit
plans and arrangements in effect on the date of this Agreement and shall
continue to obtain benefits thereunder, including, without limitation, each plan
or program for key executives, each bonus plan, savings and profit sharing plan,
supplemental pension and retirement plan, stock ownership plan, stock purchase
plan, stock option plan, life insurance plan, medical insurance plan, disability
plan, dental plan and health-and-accident plan. Except as otherwise provided
herein or as required by law, the Company shall not make any changes in any such
employee benefit plans or arrangements which would adversely affect ▇▇▇▇▇▇▇'
rights or benefits thereunder, unless such change occurs pursuant to a program
applicable to all executives of the Company and does not result in a
proportionately greater reduction in the rights of or benefits to ▇▇▇▇▇▇▇ as
compared with any executive of the Company. ▇▇▇▇▇▇▇ shall be entitled to
participate in or receive benefits under any employee benefit plan or
arrangement made available by the Company in the future to its most senior
executives and key management employees, subject to and on a basis consistent
with the terms,
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conditions and overall administration of such plan or arrangement. No amount
paid to ▇▇▇▇▇▇▇ under any plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the annual Base Payment
payable to ▇▇▇▇▇▇▇ pursuant to Section 3.1. In the event any benefit provided
for in this Section 3.5 is not able to be granted to ▇▇▇▇▇▇▇ because he has
become a consultant to the Company, the Company will provide ▇▇▇▇▇▇▇ with
benefits having comparable benefits and value on an after-tax basis.
3.6 Vacations. ▇▇▇▇▇▇▇ shall be entitled to not fewer than the same
number of paid vacation days in each calendar year as he is currently entitled.
▇▇▇▇▇▇▇ shall also be entitled to all paid holidays given by the Company to its
senior executive officers.
3.7 Perquisites. So long as he serves as Chairman of the Board or
other officer position, ▇▇▇▇▇▇▇ shall be entitled to continue to receive the
perquisites and fringe benefits appertaining to the office of the Chairman of
the Board in accordance with the Company's present practice.
3.8 Deferred Compensation. As long as ▇▇▇▇▇▇▇ and the Company so agree
in writing prior to December 31 of any calendar year (or such earlier date as
may be required by the Company's 1996 Deferred Compensation Plan), and to the
extent so agreed, the payment of all or any portion of the compensation payable
to ▇▇▇▇▇▇▇ in the next following calendar year (including, without limitation,
(i) any tax grossed-up bonus payable to ▇▇▇▇▇▇▇ to cover the owner's share of
the life insurance premiums subject to the Split-Dollar Arrangements (as defined
in Section 3.10.1(i)), and (ii) any compensation payable in such year by reason
of having been deferred from a prior year pursuant to an election made prior to
June 30 of the year prior to the year of distribution in accordance with Section
3.6.2 of the 1996 Deferred Compensation Plan) shall be deferred to a subsequent
calendar year selected by ▇▇▇▇▇▇▇ and agreed to by the
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Company. Once a deferral has been agreed to pursuant to this Section 3.8, the
deferred amount shall be subject to the same terms and conditions as apply to
deferrals under the Company's 1996 Deferred Compensation Plan, including,
without limitation, the crediting of interest.
3.9 Supplemental Executive Retirement Plan. In lieu of the Cash Bonus
provided in Section 3.2, if ▇▇▇▇▇▇▇ becomes a consultant to the Company, his
employment with the Company will terminate on the day before becoming a
consultant for purposes of determining his entitlement to a Normal Retirement
Pension under Article III of the Company's Supplemental Executive Retirement
Plan adopted by the Company on July 31, 1989 (the "SERP"). Each year thereafter
the amount of ▇▇▇▇▇▇▇' Normal Retirement Pension shall be recalculated by
adjusting the amount of his final average compensation to take into account one
hundred fifty percent (150%) of the amount he has received from the Company for
the year as compensation for performing his duties as a consultant under Section
2 of this Agreement; provided, however, that the benefit payable under the SERP
for any calendar year shall not exceed the maximum Cash Bonus that ▇▇▇▇▇▇▇ could
have received for that year if he had remained an executive for the entire year.
For purposes of the definition of final average compensation in Section 2.8 of
the SERP, the date on which ▇▇▇▇▇▇▇ ceases to perform any duties as an executive
or a consultant under Section 2 of this Agreement shall be considered his
termination of employment date. In the event ▇▇▇▇▇▇▇ dies while a consultant for
the Company: (i) his surviving spouse shall be entitled to receive an annual
death benefit for her lifetime equal to one hundred percent (100%) of the annual
pension ▇▇▇▇▇▇▇ was receiving immediately prior to his death; and (ii) for
purposes of Sections 7.2 and 7.4 (relating to the payment of benefits to an
executive's surviving spouse, ▇▇▇▇▇▇▇' death shall be treated as having occurred
before the
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commencement of his Normal Retirement Pension (as defined therein) while
employed by the Company.
3.10 Funding of Trust.
3.10.1 Prior to the occurrence of a "Change of Control" (as
hereinafter defined), the Company shall establish a grantor trust (the "Trust"),
the terms of which shall be consistent with the requirements applicable under
the Code in order to avoid the constructive receipt of the assets held in the
Trust by ▇▇▇▇▇▇▇ or his family. The trust document for the Trust shall be in a
form that is satisfactory to both the Company and ▇▇▇▇▇▇▇, and may, but need
not, be in substantially the same form as the model trust agreement published by
the Internal Revenue Service in Revenue Procedure 92-64. The trustee of the
Trust shall be such person or institution acceptable both to the Company and
▇▇▇▇▇▇▇. The Company shall contribute such amounts in cash or such assets as it
deems appropriate for the purpose of funding the deferred compensation and/or
death benefits payable under the terms of this Agreement and such other deferred
compensation or insurance plans or arrangements that may be in effect. Upon the
occurrence of a Change of Control, the Trust, if not already irrevocable, shall
become irrevocable. In addition, upon the occurrence of a Change of Control, the
Company shall be required to contribute to the Trust an amount equal to the
present value of:
(i) the portion of the remaining premiums that the Company is
obligated to pay until the death of the survivor of ▇▇▇▇▇▇▇ and his spouse to
each insurance company that has issued a policy providing a death benefit to the
▇▇▇▇▇▇▇ family in connection with a split dollar insurance plan or agreement
between the Company and ▇▇▇▇▇▇▇, including but not limited to the 1992 and 1994
Split-Dollar Plans, the applicable provisions of the 1993 Agreement, the 1996
Split-Dollar Agreement, the 1997/1998 Split-Dollar Agreement and this
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Agreement, including Section 7 hereof (individually, a "Split-Dollar
Arrangement"; collectively, the "Split-Dollar Arrangements");
(ii) the bonuses and tax grossed-up amounts that the Company is
obligated to pay to ▇▇▇▇▇▇▇ or his surviving spouse pursuant to the split dollar
insurance plans and agreements between the Company and ▇▇▇▇▇▇▇, including but
not limited to the Split-Dollar Arrangements; and
(iii) all deferred compensation benefits payable to ▇▇▇▇▇▇▇ under
the terms of any nonqualified deferred compensation arrangement in which ▇▇▇▇▇▇▇
is a participant, including, but not limited to, the Company's 1996 Deferred
Compensation Plan, the SERP and this Agreement, including Sections 3.4 (in the
event additional insurance is unavailable), 3.8 and 3.9 hereof (collectively,
the "Deferred Compensation Arrangements"); and
(iv) the Death Benefit provided in Section 3.11 hereof; where for
this purpose the present value shall be calculated using the actuarial lives
provided under standard mortality tables and a discount factor equal to the then
current yield to maturity on ten (10) year obligations of the Treasury of the
United States.
3.10.2 In addition, the Company shall have the further obligation
following a Change of Control to make such additional contributions to the
Trust, from time to time (but determined no less than annually), as may become
necessary to fully fund the benefits described above, determined in the same
manner as the initial funding obligation is determined. The assets contributed
to the Trust shall, except to the extent otherwise provided in the trust
agreement in the case of the bankruptcy or insolvency of the Company, be used
exclusively for the purpose of providing the benefits described above until all
such benefits have been fully paid, at which time the Trust may be terminated
and any remaining assets revert back to the Company.
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Notwithstanding the foregoing, to the extent benefits are paid by the Company
rather than out of assets held in the Trust, the trustee may reimburse the
Company out of the Trust such amounts as have been properly paid as benefits by
the Company, but only to the extent that such reimbursement does not cause the
Trust to be less than fully funded, determined in the same manner as the initial
funding obligation is determined.
3.10.3 For purposes of this Agreement, a "Change of Control"
shall be deemed to have occurred on the date that persons other than ▇▇▇▇▇▇▇ and
members of his immediate family (or trusts for their benefit) first acquire more
than fifty percent (50%) of the voting power over all outstanding voting shares
of the Company.
3.11 Supplemental Death Benefit. In addition to the other payments
provided or referred to herein, in the event of ▇▇▇▇▇▇▇' death during the term
of this Agreement or thereafter the Company shall pay a supplemental death
benefit of Thirty Million Dollars ($30,000,000) to ▇▇▇▇▇▇▇' personal
representatives within six (6) months following ▇▇▇▇▇▇▇' date of death (the
"Death Benefit").
4. Termination. ▇▇▇▇▇▇▇' services hereunder may be terminated without any
breach of this Agreement only under the following circumstances:
4.1 Death. ▇▇▇▇▇▇▇' services hereunder shall terminate upon his death.
4.2 Disability. If, as a result of ▇▇▇▇▇▇▇' incapacity due to physical
or mental illness, ▇▇▇▇▇▇▇ shall have been absent from his duties hereunder for
one hundred eighty (180) consecutive calendar days, and within thirty (30) days
after written notice of termination is given (which may occur before or after
the end of such 180 day period), shall not have returned to the performance of
his duties hereunder on the basis provided for in Sections 1 and 2 hereof, the
Company may terminate ▇▇▇▇▇▇▇' services hereunder.
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4.3 Cause. The Company may terminate ▇▇▇▇▇▇▇' services hereunder for Cause.
For purposes of this Agreement, the Company shall have "Cause" to terminate
▇▇▇▇▇▇▇' services hereunder at any time prior to, but not after, a Change of
Control, as defined in Section 3.10.3, upon (A) the willful and continued
failure by ▇▇▇▇▇▇▇ to substantially perform his duties hereunder or to comply
with the provisions of the Company's Code of Ethics and Business Conduct (other
than a failure resulting from ▇▇▇▇▇▇▇' incapacity due to physical or mental
illness) for a period of sixty (60) days after demand for substantial
performance or compliance is delivered by the Company specifically identifying
the manner in which the Company believes ▇▇▇▇▇▇▇ has not substantially performed
his duties or has not complied, or (B) the willful engaging by ▇▇▇▇▇▇▇ in
misconduct which is materially injurious to the Company, monetarily or
otherwise, or (C) the willful breach by ▇▇▇▇▇▇▇ either during or after the
Service Period of any material provision of this Agreement, including, but not
limited to, Sections 8, 9 and 10 hereof. For purposes of this paragraph, no act,
or failure to act, on ▇▇▇▇▇▇▇' part shall be considered "willful" unless done,
or omitted to be done, by him not in good faith and without reasonable belief
that his action or omission was in the best interest of the Company.
Notwithstanding the foregoing, ▇▇▇▇▇▇▇ shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to ▇▇▇▇▇▇▇
a copy of a resolution, duly adopted by the affirmative vote of not less than
two-thirds of the entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice to ▇▇▇▇▇▇▇ and an
opportunity for him, together with his counsel, to be heard before the Board),
finding that in the good faith opinion of the Board ▇▇▇▇▇▇▇ was guilty of
conduct set forth above in clause (A), (B), or (C) of the preceding sentence,
and specifying the particulars thereof in detail.
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4.4 Notice of Termination. Any termination of ▇▇▇▇▇▇▇' services by the
Company shall be communicated by written Notice of Termination to ▇▇▇▇▇▇▇. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of ▇▇▇▇▇▇▇' services under the provision so
indicated.
4.5 Date of Termination. "Date of Termination" shall mean (i) if
▇▇▇▇▇▇▇' services are terminated by his death, the date of his death, (ii) if
▇▇▇▇▇▇▇' services are terminated pursuant to Section 4.2, hereof, thirty (30)
days after Notice of Termination is given (provided that ▇▇▇▇▇▇▇ shall not have
returned to the performance of his duties on the basis provided for in Section 2
hereof during such thirty (30) day period) or (iii) if ▇▇▇▇▇▇▇' services are
terminated pursuant to Section 4.3 hereof, the date specified in the Notice of
Termination; provided that if within thirty (30) days after a Notice of
Termination is given the party receiving such Notice of Termination notifies the
other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding and final arbitration
award or by a final judgment, order or decree of a court of competent
jurisdiction (the time of appeal therefrom having expired and no appeal having
been perfected).
5. Compensation Upon Termination Due to Death or During Disability.
5.1 If during the Service Period ▇▇▇▇▇▇▇' services as an executive or
a consultant shall be terminated by reason of his death, the Company shall
continue to pay to ▇▇▇▇▇▇▇' surviving spouse, if any, ▇▇▇▇▇▇▇' then Base
Payment, on a monthly basis for a period of five (5) years, provided that the
payments to ▇▇▇▇▇▇▇' surviving spouse shall cease with the
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payment due immediately following her death. This death benefit shall be in
addition to (x) the Company's obligation to provide to ▇▇▇▇▇▇▇' spouse during
her lifetime all health plan benefits which are available from time to time to
the Company's highest paid employee, and (y) any other payments ▇▇▇▇▇▇▇' spouse,
beneficiaries or estate may be entitled to receive pursuant to this Agreement
(including, but not limited to, ▇▇▇▇▇▇▇' Cash Bonus with respect to any period
then ended which would have accrued to him on the basis of the Company's
performance but which has not yet been paid (the "Accrued Cash Bonus") and the
Death Benefit provided in Section 3.11), as well as under any Deferred
Compensation Arrangements, Split-Dollar Arrangements or any other pension or
employee benefit plans (collectively these arrangements and plans shall be
referred to herein as the "Benefit Plans").
5.2 During any period that ▇▇▇▇▇▇▇ fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness, ▇▇▇▇▇▇▇
shall continue to receive his Base Payment until his services are terminated
pursuant to Section 4.2 hereof or until the end of the Service Period, whichever
occurs first, as well as any other payments he may be entitled to receive
pursuant to this Agreement (including, but not limited to, his Accrued Cash
Bonus) or any Benefit Plans. After termination pursuant to Section 4.2 hereof,
▇▇▇▇▇▇▇ shall be paid for five (5) years, on a monthly basis, an annual amount
equal to his Base Payment at the rate in effect at the time the Notice of
Termination is given, as well as any other amounts he may be entitled to receive
pursuant to this Agreement or any Benefit Plans. In the event ▇▇▇▇▇▇▇ dies
before the end of the five (5) year payment period, his surviving spouse, if
any, shall be entitled to receive (i) the remaining payments for the period as a
death benefit, provided that these payments shall cease with the payment due
immediately following her death; and (ii) all benefits described in the last
sentence of Section 5.1 hereof, as if ▇▇▇▇▇▇▇' services had been terminated
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by reason of his death. The provisions of the preceding sentence shall not alter
or detract from any other payments that ▇▇▇▇▇▇▇' surviving spouse, beneficiaries
or estate may be entitled to receive pursuant to this Agreement (including, but
not limited to, the Death Benefit provided in Section 3.11) or any Benefit
Plans.
5.3 If ▇▇▇▇▇▇▇' services shall be terminated for Cause, the Company
shall pay ▇▇▇▇▇▇▇ his Base Payment due through the Date of Termination at the
rate in effect at the time the Notice of Termination is given and the Company
shall have no further obligation to ▇▇▇▇▇▇▇ under this Agreement, including, but
not limited to, the obligation to make the payments provided for in Sections 3
and 7 hereof.
5.4 If, in breach of this Agreement, the Company shall terminate
▇▇▇▇▇▇▇' services other than pursuant to Section 4.2 or 4.3 hereof (it being
understood that a purported termination pursuant to Section 4.2 or 4.3 hereof
which is disputed and finally determined not to have been proper shall be a
termination by the Company in breach of this Agreement), then,
(i) the Company shall pay ▇▇▇▇▇▇▇ his Base Payment through the
Date of Termination at the rate in effect at the time the Notice of Termination
is given as well as any other amount, including his Cash Bonus, with respect to
any period then ended which would have accrued to ▇▇▇▇▇▇▇ on the basis of the
Company's performance but which has not yet been paid to him;
(ii) subsequent to the Date of Termination, the Company shall pay
as severance pay to ▇▇▇▇▇▇▇ on a monthly basis (or, in the case of his Cash
Bonus, on the basis provided in the Cash Bonus Plan) for the remaining Service
Period an annual amount equal to ▇▇▇▇▇▇▇' Base Payment at the highest annual
rate in effect at any time during the portion of the Service Period immediately
preceding the Date of Termination and his Cash Bonus; provided
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that: (x) should ▇▇▇▇▇▇▇ die before the end of the Service Period, ▇▇▇▇▇▇▇'
surviving spouse shall be entitled to the death benefit provided in Section 5.1
hereof, and all benefits described in the last sentence of Section 5.1 hereof,
as if ▇▇▇▇▇▇▇' services had been terminated by reason of his death; and (y) the
provision of this survivor's benefit shall not alter or detract from any other
payments that ▇▇▇▇▇▇▇' surviving spouse, beneficiaries or estate may be entitled
to receive pursuant to this Agreement (including, but not limited to, the Death
Benefit provided in Section 3.11) or any Benefit Plans; and
(iii) the Company shall maintain in full force and effect for the
continued benefit of ▇▇▇▇▇▇▇ (and for his surviving spouse, as provided in
paragraph (ii) above) for the remaining Service Period all (x) health plan
benefits available from time to time to the Company's highest paid employee, and
(y) employee benefit plans and programs in which ▇▇▇▇▇▇▇ was entitled to
participate immediately prior to the Date of Termination, including, without
limitation, the Benefit Plans.
5.5 ▇▇▇▇▇▇▇ shall not be required to mitigate the amount of any
payment provided for in this Section 5 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 5 be reduced by
any compensation earned by ▇▇▇▇▇▇▇ as a result of employment by another employer
after the Date of Termination, or otherwise.
5.6 Notwithstanding anything herein to the contrary, in the event
▇▇▇▇▇▇▇' services are terminated on or after the occurrence of a Change of
Control, as defined in Section 3.10, such termination shall in no circumstances
be treated under the terms of this Agreement as a termination for Cause, and
▇▇▇▇▇▇▇ shall be entitled to the same benefits as are payable with respect to a
termination of ▇▇▇▇▇▇▇' services subject to the provisions of Section 5.4.
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6. Pre-Existing Agreements. ▇▇▇▇▇▇▇ has entered into certain agreements
with the Company providing for the deferral of income and the maintenance of
life insurance protection for the ▇▇▇▇▇▇▇ family, and he is a participant in a
supplemental retirement plan and several split-dollar life insurance plans
maintained by the Company. Each of these agreements and plans (the "Pre-Existing
Agreements") pre-date this Agreement. The parties hereto intend that the
Pre-Existing Agreements shall remain in full force and effect and, except as
expressly provided in this Agreement, the Company's obligations and liabilities
thereunder shall not be affected in any way by the Company and ▇▇▇▇▇▇▇ entering
into this Agreement or by the termination of the Service Period.
7. Split-Dollar Arrangements.
7.1 Except as otherwise provided in Section 5.3 (relating to a
termination for Cause), during the term of this Agreement and thereafter the
Company shall both: (a) pay to ▇▇▇▇▇▇▇ (or his spouse, if she survives him) the
bonuses described in Section 7.2 hereof, until the death of the last survivor of
▇▇▇▇▇▇▇ and his spouse; and (b) satisfy its obligations under the Split-Dollar
Arrangements for all benefits granted to ▇▇▇▇▇▇▇ to date or hereunder,
cumulatively, including, but not limited to, advancing its share of the annual
premiums to the issuers of the insurance policies subject to the Split-Dollar
Arrangements (individually, an "Insurance Policy"; collectively, the "Insurance
Policies"). The form and amount of death benefit and the method of financing the
payment of premiums available to ▇▇▇▇▇▇▇ and his family under the 1992 and 1994
Split-Dollar Plans shall be continued by the Company in a substantially similar
manner even if the Company terminates the 1992 and 1994 Split-Dollar Plans with
respect to its other senior executive officers.
7.2 The bonus payments referred to in Section 7.1 hereof shall be as
follows:
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7.2.1 at least thirty (30) days before the annual premium is due
for an Insurance Policy (the "Premium") the Company shall pay to ▇▇▇▇▇▇▇ if he
is living, otherwise to his spouse if she is living, as a bonus (a "Premium
Bonus") an amount equal to that portion of the Premium which equals the economic
benefit of the insurance protection then provided to the owner of the Policy
under the Policy and the applicable Split-Dollar Arrangement on the life or
lives of such as are then living of ▇▇▇▇▇▇▇ and his spouse. The economic benefit
referred to in the preceding sentence shall be the lesser of (i) the P.S. 58
cost for the insurance protection referred to therein (as determined under
tables published by the Internal Revenue Service) and modified as appropriate
(or, if applicable, as specifically prescribed by the Internal Revenue Service)
to reflect that such insurance protection is on the joint lives of ▇▇▇▇▇▇▇ and
his spouse and that the death benefit under the Policy is payable only upon the
death of the second to die of them, and (ii) if such insurance protection is
available from the issuer of the Policy as term insurance, the premium for such
insurance protection as determined by reference to such issuer's current
published premium rate for one-year term life insurance protection available to
all standard risks; and
7.2.2 if the Company pays at least one Premium Bonus during a
calendar year, then on or before March 15th of the following year the Company
shall pay an additional bonus equal to the sum of (x) and (y), where:
(x) equals (i) the product of the aggregate Premium Bonuses
paid during such calendar year and the highest marginal income tax rate, (ii)
divided by one minus the highest marginal income tax rate, where the term
"highest marginal income tax rate" means the sum of the highest marginal
combined local, state and federal personal income tax rates (including any state
unemployment compensation tax rate, any surtax rate as well as the
-19-
Medicare hospital insurance tax rate imposed on employees under the Federal
Insurance Contributions Act), as in effect for the calendar year as to which the
Premium Bonuses relate, provided that in determining such tax rate the highest
marginal state and local income tax rates shall be reduced by such number of
percentage points as will give effect to the tax benefit obtained by ▇▇▇▇▇▇▇ (or
his surviving spouse, if applicable) in connection with the deduction of state
and local income taxes for federal income tax purposes; and
(y) equals (i) the product of the aggregate Premium Bonuses
paid during the calendar year and the highest marginal gift tax rate, (ii)
divided by one minus the highest marginal income tax rate; provided that for
this purpose the term "highest marginal gift tax rate" shall mean the highest
tax rate (including any surtax) imposed under Section 2001(c) of the Internal
Revenue Code of 1986, as amended (or any successor provision) as applied to
gifts made in the calendar year to which the Premium Bonuses relate.
8. Confidential Information. The Company, pursuant to ▇▇▇▇▇▇▇' employment
hereunder, provides him access to and confides in him business methods and
systems, techniques and methods of operation developed at great expense by the
Company ("Trade Secrets") and which ▇▇▇▇▇▇▇ recognizes to be unique assets of
the Company's business. ▇▇▇▇▇▇▇ shall not, during or at any time after the
Service Period, directly or indirectly, in any manner utilize or disclose to any
person, firm, corporation, association or other entity, except (i) where
required by law, (ii) to directors, consultants or employees of the Company in
the ordinary course of his duties or (iii) during his employment and in the
ordinary course of his services as Chairman of the Board for such use and
disclosure as he shall reasonably determine to be in the best interest of the
Company: (a) any such Trade Secrets, (b) any sales prospects, customer lists,
products, research or data of any kind, or (c) any information relating to
strategic plans, sales, costs, profits
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or the financial condition of the Company or any of its customers or prospective
customers, which are not generally known to the public or recognized as standard
practice in the industry in which the Company shall be engaged. ▇▇▇▇▇▇▇ further
covenants and agrees that he will promptly deliver to the Company all tangible
evidence of the knowledge and information described in (a), (b) and (c), above,
prior to or at the termination of ▇▇▇▇▇▇▇' employment.
9. Prohibited Public Statements and Promotion of Goodwill.
9.1 ▇▇▇▇▇▇▇ shall not, either during or at any time after the
termination of his employment, make any public statement (including a private
statement reasonably likely to be repeated publicly) reflecting adversely on the
Company and its business prospects, except for such statements which during
▇▇▇▇▇▇▇' employment he may be required to make in the ordinary course of his
service as Chairman of the Board.
9.2 For a period of five (5) years following the Service Period or
following any termination of ▇▇▇▇▇▇▇' service hereunder ▇▇▇▇▇▇▇ agrees, that
while he is alive and not disabled, he will perform such reasonable ceremonial
functions as the Company may request, and will promote the interests and
goodwill of the Company in such manner as the Company may reasonably request.
▇▇▇▇▇▇▇ shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him in performing such functions or duties provided that
▇▇▇▇▇▇▇ properly accounts for such expenses.
10. Noncompetition, Noninterference and Nonsolicitation.
10.1 Subject to the geographic limitation of Section 10.2 hereof,
▇▇▇▇▇▇▇ during the Service Period and for a period of five (5) years following
termination of his service in accordance with this Agreement shall not, directly
or indirectly, on his behalf or on behalf of any other person, firm,
corporation, association or other entity, as an employee or otherwise, engage
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in, or in any way be concerned with or negotiate for, or acquire or maintain any
ownership interest in any business or activity which is the same as or
competitive with that conducted by the Company at the termination of his
service, or which was engaged in or developed by the Company at any time during
the Service Period for specific implementation in the immediate future by the
Company.
10.2 ▇▇▇▇▇▇▇ acknowledges that the Company is engaged in business
throughout the United States and in various foreign countries and that the
Company intends to expand the geographic scope of its activities. Accordingly
and in view of the nature of his position and responsibilities, ▇▇▇▇▇▇▇ agrees
that the provisions of this Section shall be applicable to each state and each
foreign country, possession or territory in which the Company may be engaged in
business during the Service Period, or, with respect to ▇▇▇▇▇▇▇' obligations
following termination of his service, at the termination of his service or at
any time within the twelve-month period following the effective date of his
termination of service.
10.3 ▇▇▇▇▇▇▇ agrees that for a period of five (5) years following
termination of service in accordance with this Agreement, ▇▇▇▇▇▇▇ will not,
directly or indirectly, for himself or on behalf of any third party at any time
in any manner, request or cause any of the Company's customers to cancel or
terminate any existing or continuing business relationship with the Company;
solicit, entice, persuade, induce, request or otherwise cause any employee,
officer or agent of the Company to refrain from rendering services to the
Company or to terminate his or her relationship, contractual or otherwise, with
the Company; induce or attempt to influence any supplier to cease or refrain
from doing business or to decline to do business with the Company; divert or
attempt to divert any supplier from the Company; or induce or attempt to
influence any
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supplier to decline to do business with any businesses of the Company as such
businesses are constituted immediately prior to the termination of service.
10.4 ▇▇▇▇▇▇▇ agrees that for a period of five (5) years following his
termination of service in accordance with this Agreement, ▇▇▇▇▇▇▇ will not
directly or indirectly, for himself or on behalf of any third party, solicit for
business, accept any business from or otherwise do, or contract to do, business
with any person or entity who, at the time of, or any time during the twelve
(12) months preceding such termination, was an active customer or was actively
solicited by the Company according to the books and records of the Company and
within the knowledge, actual or constructive of ▇▇▇▇▇▇▇.
11. Equitable Remedies. ▇▇▇▇▇▇▇ acknowledges that his compliance with the
covenants in Sections 8, 9 and 10 of this Agreement is necessary to protect the
good will and other proprietary interests of the Company and that, in the event
of any violation by ▇▇▇▇▇▇▇ of the provisions of Section 8, 9 or 10 of this
Agreement, the Company will sustain serious, irreparable and substantial harm to
its business, the extent of which will be difficult to determine and impossible
to remedy by an action at law for money damages. Accordingly, ▇▇▇▇▇▇▇ agrees
that, in the event of such violation or threatened violation by ▇▇▇▇▇▇▇, the
Company shall be entitled to any injunction before trial from any court of
competent jurisdiction as a matter of course and upon the posting of not more
than a nominal bond in addition to all such other legal and equitable remedies
as may be available to the Company. ▇▇▇▇▇▇▇ further agrees that, in the event
any of the provisions of Sections 8, 9 and 10 of this Agreement are determined
by a court of competent jurisdiction to be contrary to any applicable statute,
law or rule, or for any reason to be unenforceable as written, such court may
modify any of such provisions so as to permit enforcement thereof as thus
modified.
-23-
12. Successors; Related Companies; Binding Agreement.
12.1 The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to ▇▇▇▇▇▇▇, to expressly assume and agree to
perform this 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.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle
▇▇▇▇▇▇▇ to compensation from the Company in the same amount and on the same
terms as he would be entitled to hereunder pursuant to Section 5.4 hereof,
except that for purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Date of Termination. As
used in this Agreement, "Company" shall mean the Company and any successor to
its business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 12 or which otherwise becomes bound by
all the terms and provisions of this Agreement by operation of law.
12.2 For purposes of Sections 8, 9, 10 and 11 hereof the term
"Company" shall mean Comcast Corporation ("Comcast") as well as (i) each of its
more than fifty percent (50%) owned subsidiaries and (ii) each other entity in
which Comcast directly or indirectly has a greater than ten percent (10%) equity
interest, the fair market value of which interest is in excess of Fifty Million
Dollars ($50,000,000). In determining Comcast's equity interest for purposes of
this Section 12.2, any equity interest which Comcast has an option to purchase
shall be considered as owned by Comcast.
12.3 This Agreement and all rights of ▇▇▇▇▇▇▇ hereunder shall inure to
the benefit of and shall be binding upon ▇▇▇▇▇▇▇' personal or legal
representatives, executors,
-24-
administrators, successors, heirs, distributees, devisees and legatees. If
▇▇▇▇▇▇▇ should die while any amounts would still be payable to him hereunder if
he had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to ▇▇▇▇▇▇▇'
devisee, legatee, or other designee or, if there be no such designee, to
▇▇▇▇▇▇▇' estate.
13. Entire Agreement. This Agreement, the provisions of the 1993 Agreement
recited in Section 23 hereof, the Pre-Existing Agreements described in Section 6
hereof, and the 1997/1998 Split-Dollar Agreement constitute the full and
complete understanding and agreement of ▇▇▇▇▇▇▇ and the Company respecting the
subject matter hereof, and supersede all prior understandings and agreements,
oral or written, express or implied. This Agreement may not be modified or
amended orally but only by an agreement in writing, signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.
14. Headings. The section headings of this Agreement are for convenience of
reference only and are not to be considered in the interpretation of the terms
and conditions of this Agreement.
15. Actions by Board. The Company is governed by its Board and,
accordingly, all references in this Agreement to the actions and discretion of
the Company are meant and deemed to refer to the actions and discretion of the
Board.
16. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when sent
by certified mail, postage prepaid, addressed as follows:
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If to the Company:
35th Floor
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Corporate Secretary
If to ▇▇▇▇▇▇▇, at his last known personal residence.
Any party may change the persons and address to which notices or other
communications are to be sent by giving written notice of such change to the
other party in the manner provided herein for giving notice.
17. Waiver of Breach. No waiver by either party of any condition or of the
breach by the other of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition, or of the breach of any other term or covenant
set forth in this Agreement. Moreover, the failure of either party to exercise
any right hereunder shall not bar the later exercise thereof.
18. Nonalienation. ▇▇▇▇▇▇▇ shall not pledge, hypothecate, anticipate or in
any way create a lien upon any amounts provided under this Agreement. This
Agreement and the benefits payable hereunder shall not be assignable by either
party without the prior written consent of the other; provided, however, that
nothing in this Section shall preclude ▇▇▇▇▇▇▇ from designating a beneficiary to
receive any benefit payable hereunder upon his death, or the executors,
administrators or other legal representatives of ▇▇▇▇▇▇▇ or his estate from
assigning any rights hereunder to which they become entitled to the person or
persons entitled thereto.
19. Governing Law. This Agreement is entered into and shall be construed in
accordance with the internal laws of the Commonwealth of Pennsylvania.
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20. Continuation of Covenants. The covenants and agreements of ▇▇▇▇▇▇▇ set
forth in Sections 8, 9 and 10 hereof shall survive any termination of services,
shall continue thereafter, and shall not expire unless and except as may be
expressly set forth in Sections 8, 9 and 10 hereof.
21. Invalidity or Unenforceability. If any term or provision of this
Agreement is held to be invalid or unenforceable, for any reason, such
invalidity or enforceability shall not affect any other term or provision hereof
and this Agreement shall continue in full force and effect as if such invalid or
unenforceable term or provision (to the extent of the invalidity or
unenforceability) had not been contained herein.
22. Counterparts. This Agreement may be executed in on or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
23. Effect on 1993 Agreement and on Certain Conditions to 1996 Split-Dollar
Agreement.
23.1 1993 Agreement.
23.1.1 This Agreement is intended to replace and supersede the
1993 Agreement, except for Sections 3(b), 3(c), 3(e), 3(i), 5, 6, 7, 8
(including, as to Section 8, the definition of "Options" in the Recitals of the
1993 Agreement, which definition is hereby amended to include any and all
non-qualified options issued or to be issued subsequent to March 16, 1994) and
13 through 23 thereof, all of which provisions of the 1993 Agreement shall
remain in effect (except as amended by Section 23.1.2 below), as well as any
other provisions of the 1993 Agreement (to the extent not inconsistent with this
Agreement) which are necessary to remain in effect in order to effectuate any or
all of the above-referenced provisions.
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23.1.2 Notwithstanding anything to the contrary in Section 23.1.1
of this Agreement, Sections 3(b), 3(c), 8(b) and 8(c), as well as the
parenthetical clause in the first sentence of Section 3(i), of the 1993
Agreement shall be amended and replaced in full by the provisions of Section
3.11 of this Agreement. The parties hereby agree that the Company shall not pay
the Stock Appreciation Bonus provided in Section 3(b) of the 1993 Agreement or
the mandatory Tax Grossed-Up Bonus provided in Section 8(b) of the 1993
Agreement following the exercise of any of ▇▇▇▇▇▇▇' options to purchase shares
of Class B Common Stock of the Company.
23.2 Concurrent with approval of this Agreement by the Subcommittee on
December 16, 1997, the Subcommittee rescinded the resolutions adopted at its
meeting of April 15, 1996 relating to amendment of ▇▇▇▇▇▇▇' 1996 Split-Dollar
Agreement to condition entitlements thereunder on a performance test.
-28-
IN WITNESS WHEREOF, the parties have executed this amended and restated
Agreement on the dates set forth below.
Attest: COMCAST CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ August 31, 1998
Secretary Title: Executive V.P.
Witness:
/s/ ____________________ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ August 31, 1998
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Appendix A
1997/1998 SPLIT-DOLLAR LIFE
INSURANCE AGREEMENT
(as amended and restated effective August 31, 1998)
AGREEMENT amended and restated as of the 31st day of August, 1998, by and
among Comcast Corporation, a Pennsylvania corporation (the "Corporation"), ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇., an executive of the Corporation (the "Employee"), and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, Trustee U/T/A of ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, dated January 13,
1998 (the "Owner").
R E C I T A L S
WHEREAS, the Employee has rendered loyal and valuable service to the
Corporation; and
WHEREAS, the Employee and the Corporation have previously entered into
several split-dollar life insurance agreements in order to provide life
insurance protection for the Employee's family; and
WHEREAS, in the Compensation and Deferred Compensation Agreement as of
December 16, 1997, as amended and restated effective August 31, 1998 (the
"Compensation Agreement"), the Corporation agreed to provide additional life
insurance protection for the Employee's family by advancing a portion of the
annual premiums for such protection pursuant to a split-dollar life insurance
arrangement on the terms and conditions contained herein; and
WHEREAS, the Owner has applied for the additional policies insuring the
life of last survivor of the Employee and his spouse listed on Schedule A
attached to this Agreement (individually, a "Policy"; collectively, the
"Policies") and, upon their issuance, will possess all incidents of ownership in
and to the Policies; and
WHEREAS, the parties desire to enter into this split-dollar agreement with
respect to the Policies to provide that the Corporation will advance a portion
of the annual premiums due on the Policies on the terms and conditions
hereinafter set forth, the Owner will collaterally assign the Policies to the
Corporation to secure the repayment of the amounts advanced, and the Corporation
will have a security interest in the aggregate cash surrender value of the
Policies and in the proceeds thereof;
NOW THEREFORE, in consideration of the premises and the mutual promises
contained herein and intending to be legally bound, the parties hereby agree as
follows:
1. Policies. The parties have taken the actions necessary to cause each
insurance company identified on Schedule A (individually, an "Insurer") to issue
its Policy to the Owner, and shall take any further action that may be necessary
to cause each Policy to conform to the
provisions of this Agreement. The parties agree that each Policy shall be
subject to the terms and conditions of this Agreement and of the collateral
assignment filed with the Insurer relating to its Policy.
2. Ownership Rights. Except as otherwise provided herein, the Owner shall
be the sole and absolute owner of each Policy and may exercise all ownership
rights granted to the owner thereunder.
3. Payment of Annual Premiums.
3.1 The Owner shall pay each annual premium for a Policy (a "Premium")
on or before its due date or within the grace period provided therefor under the
Policy (the "Premium Due Date") as follows:
3.1.1 At least fifteen (15) days before the Premium Due Date, the
Owner shall pay the portion of the Premium that would be includable in the gross
income of the insured for federal income tax purposes if not paid by the insured
(the "Taxable Portion") and shall send evidence of its payment to the
Corporation.
3.1.2 Upon receipt of the Owner's evidence of payment, the
Corporation promptly shall advance to the Owner the remaining portion of the
Premium (the "Remaining Portion"), or in its discretion the Corporation may pay
its advance directly to the Insurer.
3.1.3 The obligation of the Corporation to advance the Remaining
Portion of a Premium under Section 3.1.2 is conditioned upon the Owner's payment
of the Taxable Portion of the Premium under Section 3.1.1.
3.2 The obligation of the Corporation to make the annual payments
provided in Section 3.1 hereof shall be governed by Compensation Agreement.
Accordingly, if it is determined that the Employee's services are terminated for
"Cause" (as defined in Section 4.3 of the Compensation Agreement), the
Corporation shall have no further obligation to make payments under Section 3.1
following the Employee's Date of Termination, as determined under Section 4.5 of
the Compensation Agreement.
4. Proof of Payment of Advances. The Corporation shall, upon request,
promptly furnish the Owner evidence of timely payment of each advance paid
directly to the Insurer under Section 3.1.2.
5. Collateral Assignment of Policies. To secure the repayment to the
Corporation of the amounts it advances to the Owner under Section 3.1.2, the
Owner has, contemporaneously herewith, assigned each Policy to the Corporation
as collateral, under instruments which in all material respects are the same as
the form attached hereto as Addendum A. The collateral assignment of a Policy to
the Corporation hereunder shall not be terminated, altered or amended by the
Owner, without the express written consent of the Corporation. The parties
hereto agree to take all action necessary to cause each collateral assignment to
conform to the provisions of
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this Agreement. In the event of any inconsistency between the terms of this
Agreement and the terms of a collateral assignment, the terms of this Agreement
shall control.
6. Limitation on Policy Disposition. During the period that a collateral
assignment of a Policy is in effect, the Owner shall not borrow from, pledge,
transfer or assign the Policy and shall not sell, surrender or cancel the
Policy, change the beneficiary designation provision or terminate the dividend
election without the express written consent of the Corporation, which consent
shall not be unreasonably withheld.
7. Policy Proceeds.
7.1 Upon the death of the Employee (or his wife, if she survives him),
the Corporation and the Owner shall promptly take all action necessary to obtain
the death benefit provided under each Policy.
7.2 The Corporation shall have the unqualified right to receive a
portion of each Policy's death benefit equal to the total amount that it
advanced with respect to the Policy under Section 3.1.2. The balance of the
death benefit, if any, shall be paid directly to the beneficiary or
beneficiaries designated by the Owner, in the manner and the amount or amounts
provided in the beneficiary designation provision of the Policy. In no event
shall the amount payable to the Corporation hereunder with respect to a Policy
exceed the amount of the Policy's death benefit. The parties agree that the
beneficiary designation provision of each Policy shall conform to the provisions
hereof.
8. Termination.
8.1 This Agreement shall terminate, without notice, upon the surrender
of the Policies by the Owner with the written consent of the Corporation as
provided in Section 6.
8.2 In addition, either the Owner or the Employee may terminate this
Agreement by written notice to the other parties hereto at any time that the
cash surrender value of each Policy at least equals the total amount that the
Corporation has advanced with respect to the Policy under Section 3.1.2. Such
termination shall be effective as of the date of such notice. The Corporation
may not terminate this Agreement.
9. Release of Policy Collateral.
9.1 For sixty (60) days after the earlier of the date of termination
of this Agreement or the date on which the Corporation's payment obligation
ceases under Section 3.2 hereof as a result of the termination of the Employee's
services for Cause, the Owner shall have the option of obtaining the release of
the collateral assignment of each Policy to the Corporation. To obtain such
release, the Owner shall pay or cause to be paid to the Corporation an amount
equal to the Policy's then cash surrender value. Upon receipt of that payment,
the Corporation promptly shall release the collateral assignment of the Policy.
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9.2 If the Owner fails to exercise such option within such sixty (60)
day period with respect to a Policy, then the Owner shall transfer the Policy to
the Corporation. Thereafter, neither the Owner, the Employee, his wife nor their
respective heirs, assigns or beneficiaries shall have any further interest in
and to the Policy, either under the terms thereof or under this Agreement.
10. Insurer. An Insurer shall be fully discharged from its obligations
under a Policy by payment of the Policy death benefit to the beneficiary or
beneficiaries named in the Policy, subject to the terms and conditions of the
Policy. In no event shall an Insurer be considered a party to this Agreement, or
any modification or amendment hereof. No provision of this Agreement, nor of any
modification or amendment hereof, shall in any way be construed as enlarging,
changing, varying, or in any other way affecting the obligations of an Insurer
as expressly provided in the Policy, except insofar as the provisions hereof are
made a part of the Policy by the collateral assignment executed by the Owner and
filed with the Insurer in connection herewith.
11. Amendment. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.
12. Succession. This Agreement shall be binding upon and shall inure to the
benefit of the Corporation and its successors and assigns, and the Employee, his
wife, the Owner and their respective successors, assigns, heirs, executors,
administrators and beneficiaries.
13. Notices. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement shall be in writing, and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address as shown on the
records of the Corporation. The date of such mailing shall be deemed the date of
notice, consent or demand.
14. Captions. The captions of the Sections herein are inserted as a matter
of convenience of reference only and in no way define, limit or describe the
scope of this Agreement or any provisions hereof.
15. Governing Law. This Agreement, and the rights of the parties hereunder,
shall be governed by and construed in accordance with the internal laws of the
Commonwealth of Pennsylvania and shall be enforced in the Commonwealth of
Pennsylvania.
16. Trust Agreement. Recognizing that the Owner is a trustee and that the
Policies are held in trust, the parties agree that the terms of this Agreement
shall control in the event of any inconsistencies between the terms of this
Agreement and the terms of any trust agreement.
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IN WITNESS WHEREOF, the Corporation has caused the amendment and
restatement of this Agreement to be executed by its duly authorized officers and
the Employee and the Owner have hereunto set their hands and seals on the dates
set forth below.
Attest: COMCAST CORPORATION
By: ___________, 1998
------------------------- ---------------------------
Secretary Title:
------------------------------ ___________, 1998
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
------------------------------ ___________, 1998
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee
U/T/A of ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, dated January 13, 1998
Schedule A
The following survivorship life insurance policies are subject to this
1997/1998 Split-Dollar Life Insurance Agreement:
Insurer Policy No. Initial Face Amount
Phoenix Home Life Mutual
Insurance Company 2 745 863 $ 5,000,000
Phoenix Home Life Mutual
Insurance Company 2 751 332 962,000
Phoenix Home Life Mutual
Insurance Company 2 751 655 750,000
Massachusetts Mutual Life
Insurance Company (formerly
Connecticut Mutual) 6,262,844 8,000,000
Massachusetts Mutual Life
Insurance Company (formerly
Connecticut Mutual) 6,277,777 3,000,000
▇▇▇▇ ▇▇▇▇▇▇▇ Life Insurance Co. 5700110 5,000,000
The New England Life Insurance
Company 1Z002938 8,000,000
Transamerica Occidental Life
Insurance Company 60026274 2,000,000
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Addendum A
COLLATERAL ASSIGNMENT
A. FOR VALUE RECEIVED the undersigned hereby assigns, transfers and sets
over to Comcast Corporation, a Pennsylvania corporation, its successors and
assigns (the "Assignee") Policy number policy~ issued by Insurer~ (the
"Insurer") and any supplementary contracts issued in connection therewith
(together, the "Policy"), upon the life of the survivor of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, residents of the Commonwealth of Pennsylvania, and all
claims, options, privileges, rights, titles and interests therein and thereunder
(except as provided in Paragraph B hereof), subject to all the terms and
conditions of the Policy and to all superior liens, if any, which the Insurer
may have against the Policy. The undersigned by this instrument agrees and the
Assignee by the acceptance of this assignment agrees to the conditions and
provisions herein set forth.
B. It is expressly understood and agreed that the Assignee shall have the
sole right to collect from the Insurer the net proceeds of the Policy when it
becomes a claim by death or maturity and that all other rights under the Policy,
including, by way of illustration and not limitation, the right to surrender the
Policy, the right to obtain loans or advances on the Policy, the right to
designate and change the beneficiary, and the right to elect and to receive
dividends, are reserved exclusively to the undersigned and are excluded from
this assignment and do not pass by virtue hereof and may be exercised by the
undersigned on its sole signature. Nothing herein shall affect funds, if any,
now or hereafter held by the Insurer for the purpose of paying premiums under
the Policy.
C. This assignment is made and the Policy is to be held as collateral
security for any and all liabilities of the undersigned to the Assignee, either
now existing or that may hereafter arise under the Insurance Agreement
(collectively, the "Liabilities").
D. The Assignee covenants and agrees with the undersigned as follows:
1. That any balance of sums received hereunder from the Insurer
remaining after payment of the then existing Liabilities, matured or unmatured,
shall be paid by the Assignee to the persons entitled thereto under the terms of
the Policy had this assignment not been executed; and
2. That the Assignee shall upon request forward without unreasonable
delay to the Insurer the Policy for endorsement for any designation or change of
beneficiary or any election of an optional mode of settlement.
E. The Insurer is hereby authorized to recognize the Assignee's claims to
rights hereunder without investigating the reason for any action taken by the
Assignee after the Policy becomes a claim by death or maturity, including the
application to be made by the Assignee of any amounts to be paid to the
Assignee. The sole signature of the Assignee shall be sufficient for the
exercise of the rights under the Policy assigned hereby and the sole receipt of
the Assignee for any sums received shall be a full discharge and release
therefor to the Insurer. Checks for all or any part of the sums payable under
the Policy and assigned herein, shall be drawn to the exclusive order of the
Assignee if, when, and in such amounts as may be, requested by the Assignee.
F. The exercise of any right, option, privilege or power given herein to
the Assignee shall be at the option of the Assignee; the Assignee may exercise
any such right, option, privilege, or power without notice to, or assent by, or
without affecting the liability of, or releasing any interest hereby assigned
by, the undersigned.
G. The Assignee may take or release other security, may release any party
primarily or secondarily liable for any of the Liabilities, may grant
extensions, renewals or indulgences with respect to the Liabilities, or may
apply to the Liabilities in such order as the Assignee shall determine, the
proceeds of the Policy hereby assigned or any amount received on account of the
Policy by the exercise of any right permitted under this assignment, without
resorting to other security.
H. The undersigned declares that no proceedings in bankruptcy are pending
against it and that its property is not subject to any assignment for the
benefit of creditors.
Signed and sealed as of the _____ day of _______.
Witness:
_________________________ _______________________
Owner
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustee,
U/T/A of ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
dated January 13, 1998
CORPORATION'S CONSENT
As of the ______ day of _________, Comcast Corporation, having reviewed the
foregoing collateral assignment, does hereby consent and agree to the terms and
conditions therein set forth.
Attest: COMCAST CORPORATION
By:______________________ By:______________________
Title: Secretary Title: