COMCAST CORPORATION 2003 CABLE DIVISION ADVERTISING/SALES GROUP
Exhibit 10.11
COMCAST CORPORATION
2003 CABLE DIVISION ADVERTISING/SALES GROUP
LONG TERM INCENTIVE PLAN
(AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 2007)
1. ADOPTION AND PURPOSE. Comcast Corporation, a Pennsylvania corporation, hereby amends and restates the Comcast Corporation Cable Division Advertising/Sales Group Long Term Incentive Plan (the Plan). Except as otherwise provided in the Plan, the amendment and restatement of the Plan shall be effective as of January 1, 2007. The Plan was originally effective as of January 1, 2003 and was subsequently amended and restated effective January 1, 2006. The purpose of the Plan is to promote the ability of the Company to retain and recruit advertising/sales executives and to enhance the growth and profitability of the Company by providing to such executives long-term cash bonus awards for continued employment and the attainment of performance objectives pursuant to the Plan.
2. DEFINITIONS. Capitalized terms used herein will have the meanings defined in this Paragraph 2.
a. Accrued Bonuses means, with respect to a specified Participant and a specified Award Cycle, the sum of all bonuses accrued by that Participant with respect to all Plan Years within that Award Cycle, plus interest credited on such amounts in accordance with Paragraph 4(d).
b. Achievement Percentage means, the actual Operating Cash Flow amount for the Combined Ad Sales Division for any Plan Year divided by the Annual OCF Budget established by the Company for the Combined Ad Sales Division for the respective Plan Year.
c. Ad Sales Expenses means, with respect to any Plan Year, the expenses of the Combined Ad Sales Division for that year, as reflected in the Companys operating results.
d. Ad Sales Revenues means, with respect to any Plan Year, the revenues of the Combined Ad Sales Division for that year, as reflected in the Companys operating results.
e. Affiliate means, with respect to any Person, any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, the term control, including its correlative terms controlled by and under common control with, mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
f. Annual OCF Budget means the operating cash flow budget target established annually by the Company for the Combined Ad Sales Division.
g. Award Cycle means a period of one or more Plan Years as determined by the Committee. The first Award Cycle under this Plan began on January 1, 2003 and ended on December 31, 2005. The second Award Cycle under this Plan will begin on January 1, 2006 and end on December 31, 2009. Additional Award Cycles may be established until this Plan is terminated and shall have a duration as determined by the Committee.
h. Board means the Board of Directors of the Company.
i. Cause means (1) fraud; (2) misappropriation; (3) embezzlement; (4) gross negligence in the performance of duties; (5) self-dealing; (6) dishonesty; (7) misrepresentation; (8) conviction of a felony; (9) material violation of any Company policy; (10) material violation of the Companys Code of Ethics and Business Conduct or, (11) in the case of an employee of a Company who is a party to an employment agreement with a Company, material breach of such agreement; provided that as to items (9), (10) and (11), if capable of being cured, such event or condition remains uncured following 30 days written notice thereof.
j. Change of Control means any transaction or series of transactions as a result of which any Person who was a Third Party immediately before such transaction or series of transactions owns then-outstanding securities of the Company such that such Person has the ability to direct the management of the Company, as determined by the Board in its discretion. The Board may also determine that a Change of Control shall occur upon the completion of one or more proposed transactions. The Boards determination shall be final and binding.
k. Combined Ad Sales Division means all the advertising sales divisions or activities reporting to the PresidentAdvertising Sales of the Cable Division, including the activities of the Southern, NorthCentral, East, West and Midwest advertising sales divisions, Strata Marketing, Inc, Hits Sales Rep Operations and Ad Sales Division headquarters operating expenses.
l. Committee means the Compensation Committee of the Board or other committee of the Board assigned by the Board to administer this Plan.
m. Company means Comcast Corporation, including any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.
n. Disability means a condition entitling a Participant to benefits under the Company-sponsored long-term disability plan or program applicable to that Participant.
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o. Operating Cash Flow means Ad Sales Revenues less Ad Sales Expenses. For purposes of this calculation, Ad Sales actual and budgeted expenses for any Plan Year shall be (1) reduced by costs associated with LTIP Accrued Bonuses and other costs associated with this Plan and included in Ad Sales Expenses and (2) increased by the annual increase in cash compensation, other than amounts payable pursuant to this Plan, for Ad Sales Division executives, to the extent such costs are not included in Ad Sales Expenses. For each Plan Year, the Achievement Percentage will be determined by the Committee
p. Participant means a key employee of the Combined Ad Sales Division of the Cable Division of the Company selected by the Committee to participate in this Plan.
q. Person means an individual, a corporation, a partnership, an association, a trust or any other entity or organization.
r. Plan means this Comcast Corporation 2003 Cable Division Advertising/Sales Group Long Term Incentive Plan, as set forth herein and as amended from time to time.
s. Plan Year means the calendar year.
t. Retirement means, with respect to a specified Participant, voluntary resignation with the consent of the Company after attaining age 55 and completing a 10 year period of continuous, active employment with the Company and/or any Affiliate.
u. Third Party means any Person, together with such Persons Affiliates, provided that the term Third Party shall not include the Company or an Affiliate of the Company.
v. Special Payment Event means, with respect to a specified Participant, termination of employment due to death, Disability or Retirement.
w. Target Bonus means the target bonus, as determined by the Committee. Unless otherwise determined by the Committee, the term Target Bonus means:
(1) with respect to Class A Participants, $750,000;
(2) with respect to Class B Participants, $425,000;
(3) with respect to Class C Participants, $200,000, $125,000, $100,000, $75,000, $50,000, $40,000, $25,000, $15,000, or such other amount as shall be determined by the Committee for each Plan Year, as specified by the Committee in accordance with Paragraph 4(b).
3. ADMINISTRATION OF THE PLAN.
a. In General. The Plan shall be administered by the Committee. The Committee shall have the power, from time to time, to:
(1) select Participants;
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(2) designate (or re-designate) the classification (and, if applicable within that classification, the Target Bonus) of each Participant, and add or eliminate classifications;
(3) measure the achievement of the Annual OCF Budget for each Plan Year and make adjustments to the measurement of the achievement of the Annual OCF Budget in accordance with Paragraph 4:
(4) determine the extent to which bonuses will be paid upon the achievement of the Annual OCF Budget or of performance levels below and above budget, provided that such scale is definitively established for each Plan Year by February 28th of such Plan Year and provided further, that unless the Committee revises the scale for a Plan Year by February 28th of such Plan Year, the scale as in effect for the immediately preceding Plan Year shall continue in effect;
(5) determine the actual amount of bonuses to be accrued hereunder by each Participant for each Plan Year;
(6) calculate the interest to be credited on Accrued Bonuses;
(7) supply omissions, reconcile inconsistencies and otherwise interpret this document;
(8) prescribe, amend and rescind rules and regulations for the administration of this Plan;
(9) determine whether all of the conditions to any payment under the Plan have been satisfied; and
(10) make all other determinations necessary or desirable for the operation of the Plan.
The determination of the Committee in all matters shall be conclusive.
b. Delegation of Authority.
(i) Named Executive Officers and Section 16(b) Officers. All authority with respect to the grant, amendment, interpretation and administration of awards with respect to any Participant who is either (x) a Named Executive Officer (i.e., an officer who is required to be listed in the Companys Proxy Statement Compensation Table) or (y) is subject to the short-swing profit recapture rules of section 16(b) of the 1934 Act, is reserved to the Committee.
(ii) Senior Officers and Highly Compensated Employees. The Committee may delegate to a committee consisting of the Chairman of the Committee and one or more officers of the Company designated by the Committee, discretion under the Plan to grant, amend, interpret and administer awards with respect to any Participant who (x) holds a position with Comcast Corporation of Senior Vice President or a position of higher rank than Senior Vice President or (y) has a base salary of $500,000 or more.
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(iii) Other Employees. The Committee may delegate to an officer of the Company, or a committee of two or more officers of the Company, discretion under the Plan to grant, amend, interpret and administer awards with respect to any Participant other than a Participant described in Paragraph 3(b)(i) or Paragraph 3(b)(ii).
(iv) Termination of Delegation of Authority. Delegation of authority as provided under this Paragraph 3(b) shall continue in effect until the earliest of:
(x) such time as the Committee shall, in its discretion, revoke such delegation of authority;
(y) in the case of delegation under Paragraph 3(b)(ii), the delegate shall cease to serve as Chairman of the Committee or serve as an employee of the Company for any reason, as the case may be and in the case of delegation under Paragraph 3(b)(iii), the delegate shall cease to serve as an employee of the Company for any reason; or
(z) the delegate shall notify the Committee that he declines to continue exercise such authority.
4. BONUS ACCRUAL AND INTEREST CREDITING.
a. Performance Target.
(1) Generally. Bonuses will accrue under this Plan based on the success of the Combined Ad Sales Division in achieving the Annual OCF Budget.
(2) Adjustment of Performance Target. From time to time, the Committee may make adjustments to the measurement of the Achievement Percentage (or any component thereof) so that required departures from the Companys operating budget, changes in accounting principles, acquisitions, dispositions, mergers, consolidations and other similar transactions, and other factors influencing performance or its measurement do not affect the operation of this Plan in a manner inconsistent with its intended purpose. Except as otherwise provided by the Committee, for purposes of calculating the Achievement Percentage in the event there is a significant acquisition or disposition of any assets, business division or other business operations of the Ad Sales Division that is reasonably expected to have an effect on Operating Cash Flow (or any component thereof) as otherwise determined under the terms of the Plan, the Annual OCF Budget (or any component thereof) shall be adjusted to take into account the impact of such acquisition or disposition by increasing or decreasing such goal in the same proportion as Operating Cash Flow (or any component thereof) would have been affected for the prior performance measurement period on a pro forma basis had such an acquisition or disposition occurred on the same date during the prior performance measurement period; provided further than such adjustment shall be based upon the historical equivalent of cash flow of the assets so acquired or disposed of for the prior performance measurement period, as shown by such records
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as are available to the Company, as further adjusted to reflect any aspects of the transaction that should be taken into account to ensure comparability between amounts in the prior performance measurement period and the current performance measurement period.
b. Selection of Participants; Change in Participant Classification. Participants will be selected by the Committee from time to time. Except as otherwise provided by the Committee, at the time of selection, the Committee will designate each Participant as a Class A, Class B or Class C Participant. The Committee will further distinguish each Class C Participant by specifying whether his or her Target Bonus will be $200,000, $125,000, $100,000, $75,000, $50,000, $40,000, $25,000, $15,000 or such other amount as shall be determined by the Committee for each Plan Year. A Participant may be selected after the start of any Award Cycle but will not accrue any amount under this Plan with respect to a Plan Year completed prior to his or her selection as a Participant. In addition, the Committee may change a Participants classification (and, with respect to Class C Participants, his or her Target Bonus) and add or eliminate classifications at any time with respect to Plan Years beginning after the date of such change.
c. Measurement of Performance; Accrual of Bonus. Following the end of each Plan Year, the Committee will determine the Achievement Percentage with respect to that Plan Year. Based on the Achievement Percentage determined by the Committee with respect to that Plan Year, each Participant will accrue a bonus equal to the amount specified in the bonus chart adopted by the Committee (the Addendum) for each Award Cycle. If the precise Achievement Percentage is not specified in the Addendum, the actual bonus amounts accrued will be determined by interpolating (on a straight-line basis) between the bonus amounts corresponding to the closest two Achievement Percentages that are specified. For the Plan Year commencing January 1, 2007 (which is the second Plan Year in the Award Cycle that commenced January 1, 2006), the Addendum is included in Exhibit A to the Plan. The Addendum will continue to apply to the third and fourth Plan Years in the Award Cycle that commenced January 1, 2006, which commence January 1, 2008 and January 1, 2009, respectively, except to the extent the Addendum is modified by the Committee pursuant to Paragraph 3(a)(4).
d. Interest Crediting. Accrued Bonuses will be credited with interest at an annual rate equal to the rate generally applicable to deferrals by active employees under the Comcast Corporation 2002 Deferred Compensation Plan, as amended from time to time. For purposes of this calculation, the bonuses and additional bonuses accrued with respect to any Plan Year will be deemed to have accrued 90 days following the end of that Plan Year (or, with respect to an accrual described in Paragraph 5(c) or Paragraph 6(a), on the effective date of the termination of the Plan or termination of employment giving rise to such accrual).
5. PAYMENT.
a. Generally. Payment of Accrued Bonuses under the Plan as provided in this Paragraph 5 is subject to any election by the Participant under the Comcast Corporation 2002 Deferred Compensation Plan or the Comcast Corporation 2005 Deferred Compensation Plan to defer all or a portion of such payment.
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(1) First Award Cycle. On the last day of the Award Cycle ending December 31, 2005, each Participant who is then actively employed by the Company will become entitled to payment of his or her Accrued Bonuses with respect to that Award Cycle. On or before March 15, 2006, the Company will make a lump sum cash payment to each such Participant equal to his or her Accrued Bonuses for that Award Cycle.
(2) Second Award Cycle. Effective for the Award Cycle commencing January 1, 2006, each Participant who is actively employed by the Company on December 31, 2007 will become entitled to payment of 75 percent of his or her Accrued Bonuses with respect to such Award Cycle. On or before March 15, 2008, the Company will make a lump sum cash payment to each such Participant equal to 75 percent of his or her Accrued Bonuses (as determined through December 31, 2007) for that Award Cycle. Each Participant who thereafter remains in continuous service to the Company and is actively employed by the Company on December 31, 2009 will become entitled to the balance of his or her Accrued Bonuses with respect to such Award Cycle. On or before March 15, 2010, the Company will make a lump sum cash payment to each such Participant equal to 25 percent of his or her Accrued Bonuses (as determined through December 31, 2007) and all of the remaining unpaid Accrued Bonuses (attributable to the Plan Years 2008 and 2009).
b. Effect of Termination of Employment.
(1) Generally. Except as otherwise provided above in Paragraph 5(a) with respect to Participants in the Second Award Cycle who continue in active service to the Company through December 31, 2007, and below in this Paragraph 5(b) or in Paragraph 6, a Participant whose employment with the Company terminates prior to the last day of any Award Cycle will forfeit his or her Accrued Bonuses for that Award Cycle. Forfeited amounts will not be subject to reinstatement, even if the Participant is reemployed prior to the end of the Award Cycle.
(2) Death; Disability; Retirement. If a Participant experiences a Special Payment Event, he or she will accrue a bonus for the Plan Year in which that Special Payment Event occurs equal to the product of (A) the bonus accrued by that Participant with respect to the preceding Plan Year (or his or her Target Bonus for the Plan Year in which the Special Payment Event occurs, if that year is the Participants first year of participation in the Plan or the first Plan Year of an Award Cycle), multiplied by (B) a fraction, the numerator of which will be the number of days in the Plan Year transpired prior to the Special Payment Event, and the denominator of which will be 365. In addition, that Participant will receive payment of his or her Accrued Bonuses (determined immediately after the accrual described in the preceding sentence) in a cash lump sum on or before March 15th following the end of the Plan Year in which the Special Payment Event occurs. Such payment will constitute a full and complete satisfaction of that Participants rights under this Plan.
(3) Transfer to Affiliate. If a Participants employment by the Company ceases due to a transfer of employment to an Affiliate, he or she will accrue a bonus for the Plan Year in which the transfer occurs equal to the product of (A) the bonus accrued by that Participant with respect to the preceding Plan Year (or his or her Target Bonus for the Plan Year in which the transfer occurs, if that year is the Participants first year of participation in the
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Plan or the first Plan Year of an Award Cycle), multiplied by (B) a fraction, the numerator of which will be the number of days in the Plan Year transpired prior to the cessation of employment, and the denominator of which will be 365. Thereafter, the Participant will accrue no further bonuses under this Plan, but will be entitled to a distribution of his Accrued Bonuses in accordance with Paragraph 5(a). Pending that distribution, the Participants Accrued Bonuses will continue to be credited with interest in accordance with Paragraph 4(e), so long as that Participant remains employed by an Affiliate.
c. Termination of the Plan. Upon the effective date of action taken by the Board or the Committee to terminate this Plan, each Participant then actively employed by the Company will accrue a bonus with respect to the Plan Year of termination equal to the product of (A) the bonus accrued by the Participant with respect to the preceding Plan Year (or his or her Target Bonus for the Plan Year in which the termination occurs, if that year is the Participants first year of participation in the Plan or the first Plan Year of an Award Cycle), multiplied by (B) a fraction, the numerator of which will be the number of days in the Plan Year transpired prior to the effective date of the termination, and the denominator of which will be 365. In addition, each such Participant will receive payment of his or her Accrued Bonuses (determined immediately after the accrual described in the preceding sentence) in a cash lump sum within 30 days following the effective date of the termination. Such payment will constitute a full and complete satisfaction of that Participants rights under this Plan. For this purpose, a change in the method pursuant to which amounts payable under the Plan are determined shall not be treated as a termination of the Plan.
6. CHANGE IN CONTROL. If a Change in Control occurs and a Participants employment thereafter ceases during the same Award Cycle (other than due to death, Disability, Retirement or transfer to an Affiliate), then notwithstanding any contrary provision of this Plan, that Participants rights will be determined in accordance with this Paragraph 6. Payment under this Paragraph 6 will constitute a full and complete satisfaction of a Participants rights under this Plan.
a. Termination Without Cause and Within One Year. If the cessation of employment is due to a termination by the Company without Cause and occurs within one year following the Change in Control, the Participant will accrue a bonus for the Plan Year of termination equal to the product of (A) the bonus accrued by the Participant with respect to the preceding Plan Year (or his or her Target Bonus for the Plan Year in which the termination occurs, if that year is the Participants first year of participation in the Plan or the first Plan Year of an Award Cycle), multiplied by (B) a fraction, the numerator of which will be the number of days in the Plan Year transpired prior to the termination, and the denominator of which will be 365. In addition, the Participant will receive payment of his or her Accrued Bonuses (determined immediately following the accrual described in the preceding sentence) in a cash lump sum within 30 days following the termination.
b. Termination Without Cause After One Year; Resignation or Termination for Cause. If the cessation of employment is due to a termination by the Company without Cause more than one year following the Change in Control, or if the cessation of employment is due to termination by the Company for Cause or resignation by the Participant (whether before or after the first anniversary of the Change in Control), the Participant will not
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accrue any bonus for the Plan Year of the cessation. Instead, the Participants Accrued Bonuses for the Award Cycle in which the cessation occurs (i) will be fixed as of the date of the cessation of employment, (ii) will not be credited with any further interest, and (iii) will otherwise be paid at the same time and in the same manner as specified above in Paragraph 5(a).
c. Other Terminations. This Paragraph 6 is not intended to alter the treatment of a cessation of employment due to death, Disability, Retirement or transfer to an Affiliate, whether before or after a Change in Control. Those events will in any case be governed by Paragraphs 5(b)(2) and (3), respectively.
7. AMENDMENT. This Plan may be amended by the Board or the Committee at any time; provided, however, that no amendment will reduce any Participants Accrued Bonuses without his or her consent.
8. TERMINATION. This Plan may be terminated by the Board at any time. Upon the adoption of a resolution by the Board to terminate this Plan, bonuses will accrue and be paid as specified above in Paragraph 5(c).
9. BENEFICIARIES. Each Participant may designate one or more beneficiaries to receive distributions in the event of the Participants death by filing with the Company a beneficiary designation on the form prescribed by the Committee for such purpose. The designation of a beneficiary (or beneficiaries) may be changed by the Participant at any time prior to his or her death by the delivery to the Company of a new beneficiary designation form. If no beneficiary is designated by the Participant, or if no beneficiary survives the Participant, the Participants beneficiary will be his or her estate.
10. MISCELLANEOUS.
a. Special Rules for Negotiated Agreements. The application of any provision of this Plan to a specified Participant may be varied or waived by written agreement between the Company and that Participant, in which case the terms of that written agreement will supersede the terms of this document (but only with respect to the specified Participant).
b. No Pledge or Assignment. A Participant may not sell, transfer, pledge or assign any amount payable under this Plan (provided that the right to payment may pass by will or the laws of descent and distribution).
c. Unfunded Arrangement. This Plan is intended to be unfunded. With respect to any payment not yet made to a Participant under this Plan, nothing will give such Participant any rights greater than those of a general creditor of the Company.
d. No Right to Continued Employment. This Plan does not confer upon any Participant any right to continue in employment or limit in any way the right of the Company or any Affiliate to discharge any Participant at any time, for any reason.
e. Tax Withholding. All amounts payable under this Plan will be subject to tax withholding in accordance with the Companys normal payroll practices, as in effect from time to time.
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f. Paragraph Headings. The paragraph headings in this Plan are for convenience only and are not intended to affect the interpretation of this Plan.
g. Governing Law. The Plan and all determinations made and actions taken pursuant to the Plan shall be governed in accordance with Pennsylvania law, without regard to the application of the principles of conflicts of laws.
Executed this 3rd day of October, 2007.
COMCAST CORPORATION | ||
BY: | /s/ David L. Cohen | |
ATTEST: | /s/ Arthur R. Block |
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