Director and Executive Officer Stock Ownership Policies

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Employee Stock Ownership Policy
Last Revised: February 25, 2014

It is Comcast Corporation’s policy (this “Policy”) to require that its Section 16 executive officers and non-executive employee directors each maintain a significant ownership position in Comcast’s shares of Class A, Class A Special or Class B common stock (collectively, “Comcast common stock”), as set forth in the applicable guidelines below.

In furtherance of this Policy, Comcast’s executive officers and non-executive employee directors are prohibited from using any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of Comcast common stock. Comcast’s executive officers and non-executive directors also may not hold Comcast common stock in margin accounts or pledge Comcast common stock as collateral for a loan, unless approved by the Chair of the Governance and Directors Nominating Committee of the Board of Directors or his or her designee, who shall consider such items as he or she deems relevant, including the amount of the pledge as compared to both the average daily trading volume with respect to the relevant class of common stock and the total value of Comcast common stock held by such person, as well as such person’s ability to repay any loans secured by Comcast common stock or to substitute other assets as collateral.

Ownership Guidelines

 
The Section 16 executive officers and non-executive employee directors will be expected to own Comcast common stock based on the following applicable guidelines (the “Ownership Guidelines”):

Position Guideline
Chief Executive Officer, President and Chairman of the Board of Directors At least 10 times base salary
Corporate Division Vice Chairman; Corporate Division Executive Vice Presidents; Non-executive employee directors At least 3 times base salary
All other Section 16 executive officers At least 1.5 times base salary

Additional employees or categories of employees may be designated as being subject to this Policy from time to time by the Governance and Directors Nominating Committee.

Ownership Defined

 

For purposes of meeting the applicable Ownership Guidelines, ownership will be determined by:

(1) adding the following amounts:

(i) 100% of the market value of Comcast common stock owned (x) directly by the employee or his or her spouse, (y) jointly by the employee and his or her spouse and/or his or her issue, and (z) indirectly by a trust, partnership, limited liability company or other entity for the benefit of the employee, his or her spouse and/or his or her issue;

(ii) 100% of the market value of the employee’s Deferred Stock Units under Comcast’s Deferred Stock Option Plan;

(iii) 100% of the market value of Comcast common stock credited to the employee’s account under any Employee Stock Purchase Plan;

(iv) 60% of the difference between the market price and the exercise price of the employee’s vested stock options under Comcast’s Stock Option Plans;

(v) 60% of the market value of Comcast common stock owned in Comcast’s Retirement-Investment (401(k)) Plan; and

(vi) 60% of the market value of Comcast common stock vested and deferred under Comcast’s Restricted Stock Plan; and

(2) subtracting any shares of Comcast common stock held in a margin account or pledged as collateral for a loan.

Valuation Date

 

Ownership as of any date for purposes of determining compliance with the Ownership Guidelines will be calculated based on the closing price of the applicable class of Comcast common stock as of the trading date prior to the date of determination. For this purpose, the closing price of the Class B Common Stock will be deemed to be the closing price of the Class A Common Stock or Class A Special Common Stock, whichever is lower.

Grace Period

 

A subject employee will be allowed a grace period to meet the Ownership Guidelines in full, from the date the employee first becomes subject to the Policy through the fifth December 31st thereafter, as set forth below (the “Grace Period”). The term “Base Year,” as used in the table below, is defined as the calendar year during which the subject employee first becomes subject to this Policy. The Grace Period may be extended, and the required minimum holdings percentage indicated below may be reduced, at the discretion of the Governance and Directors Nominating Committee.

Subject employees may satisfy the Ownership Guidelines in part over the course of the Grace Period, as follows:

Year(s) Required Minimum Holdings as a Percent of Guideline
Base Year and Following Calendar Year 0%
2nd Calendar Year Following Base Year 20%
3rd Calendar Year Following Base Year 30%
4th Calendar Year Following Base Year 50%
5th Calendar Year Following Base Year 70%
6th Calendar Year Following Base Year and thereafter 100%

Compliance

 

A subject employee will annually certify whether or not he or she is in compliance with this Policy both: (i) as of December 31 prior to the year of the year in which the certification is made; and (ii) as of each date (if any) during the year prior to the year in which the certification is made on which the employee sold or otherwise disposed of stock. Certifications will be provided to the Cable Division’s Vice President – Compensation and Benefits using the Comcast Corporation Employee Stock Ownership Policy Compliance Certification Form. A subject employee is not required to purchase or otherwise acquire shares to come in to compliance with this Policy. The Governance and Directors Nominating Committee may determine that a subject employee shall be deemed to be in compliance with this Policy in cases where any non-compliance occurs as a result: (a) solely or primarily of a decline of the market price of the stock; (b) of transactions made pursuant to hardship exceptions; (c) of a bona fide gift; and/or (d) of a diversification election made with respect to stock deferred under Comcast’s Restricted Stock Plan.

Non-Compliance

 

If a subject employee is not in compliance with the Ownership Guidelines, then he or she will not be permitted to sell or otherwise dispose of stock until his or her holdings meet the applicable minimum requirement, and then only to the extent that the employee’s remaining holdings do not fall below the applicable minimum holding requirement. Bona fide gifts and diversification elections made with respect to stock deferred under Comcast’s Restricted Stock Plans shall not be deemed to be dispositions hereunder.

Hardship Provision

 

Hardship exceptions to the Ownership Guidelines, upon the recommendation of senior management, may be made: (i) with respect to named executive officers, by the Chair of the Governance and Directors Nominating Committee; and (ii) with respect to all other subject employees, by the Corporate Division Executive Vice President having responsibility for administration.

Administration and Interpretation

 

The Governance and Directors Nominating Committee reserves the right to interpret, change, amend, modify or terminate this Policy at any time.

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Non-Employee Director Stock Ownership Policy
Last Revised: February 20, 2013

It is Comcast Corporation’s policy (this “Policy”) to require that its non-employee directors maintain a significant ownership position in Comcast’s shares of Class A or Class A Special common stock (together, “Comcast common stock”), as set forth in the applicable guidelines below.

In furtherance of this Policy, Comcast’s non-employee directors are prohibited from using any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of Comcast common stock. Comcast’s non-employee directors also may not hold Comcast common stock in margin accounts or pledge Comcast common stock as collateral for a loan, unless approved by the Chair1 of the Governance and Directors Nominating Committee of the Board of Directors or his or her designee, who shall consider such items as he or she deems relevant, including the amount of the pledge as compared to both the average daily trading volume with respect to the relevant class of common stock and the total value of Comcast common stock held by such person, as well as such person’s ability to repay any loans secured by Comcast common stock or to substitute other assets as collateral.

Ownership Guidelines

 

Non-employee directors are required to own Comcast Common Stock equal in value to at least five (5) times a director’s annual retainer (the “Ownership Guidelines”).

Ownership Defined

 

For purposes of meeting the applicable Ownership Guidelines, ownership will be determined by:

(1) adding the following amounts:

(i) 100% of the market value of Comcast common stock owned (x) directly by the non-employee director or his or her spouse, (y) jointly by the non-employee director and his or her spouse and/or his or her issue, and (z) indirectly by a trust, partnership, limited liability company or other entity for the benefit of the non-employee director, his or her spouse and/or his or her issue;

(ii) 100% of the market value of the non-employee director’s Deferred Stock Units under Comcast’s Deferred Stock Option Plan;

(iii) 60% of the difference between the market price and the exercise price of the non-employee director’s vested stock options under Comcast’s Stock Option Plans; and

(iv) 60% of the market value of Comcast common stock vested and deferred under Comcast’s Restricted Stock Plan; and

(2) subtracting any shares of Comcast common stock held in a margin account or pledged as collateral for a loan).

Valuation Date

 

Ownership as of any date for purposes of determining compliance with the Ownership Guidelines will be calculated based on the closing price of the applicable class of Comcast common stock as of the trading date prior to the date of determination.

Grace Period

 

A non-employee director will be allowed a grace period to meet the Ownership Guidelines in full, from the date of initial election or appointment to the Board of Directors through the fifth December 31st thereafter, as set forth below (the “Grace Period”). The term “Base Year,” as used in the table below, is defined as the calendar year during which such date occurs. The Grace Period may be extended, and the required minimum holdings percentage indicated below may be reduced, at the discretion of the Governance and Directors Nominating Committee.

Non-employee directors may satisfy the Ownership Guidelines in part over the course of the Grace Period, as follows:

Year(s) Required Minimum Holdings as a Percent of Guideline
Base Year 0%
1st Calendar Year Following Base Year 20%
2nd Calendar Year Following Base Year 40%
3rd Calendar Year Following Base Year 60%
4th Calendar Year Following Base Year 80%
5th Calendar Year Following Base Year and thereafter 100%


Compliance

 

A non-employee director will annually certify whether or not he or she is in compliance with this Policy both: (i) as of December 31 each year; and (ii) as of each date (if any) during each year on which the non-employee director sold or otherwise disposed of stock. Certifications will be provided to the Cable Division’s Vice President – Compensation and Benefits using the Comcast Corporation Non-Employee Director Stock Ownership Policy Compliance Certification Form. A non-employee director is not required to purchase or otherwise acquire shares to come in to compliance with this Policy. The Governance and Directors Nominating Committee may determine that a non-employee director shall be deemed to be in compliance with this Policy in cases where any non-compliance occurs as a result: (a) solely or primarily of a decline of the market price of the stock; (b) of transactions made pursuant to hardship exceptions; (c) of a bona fide gift; and/or (d) of a diversification election made with respect to stock deferred under Comcast’s Restricted Stock Plan.

Non-Compliance

 

If a non-employee director is not in compliance with the Ownership Guidelines, then he or she will not be permitted to sell or otherwise dispose of stock until his or her holdings meet the applicable minimum requirement, and then only to the extent that the director’s remaining holdings do not fall below the applicable minimum holding requirement. Bona fide gifts and diversification elections made with respect to stock deferred under Comcast’s Restricted Stock Plans shall not be deemed to be dispositions hereunder.

Hardship Provision

 

Hardship exceptions may be made at the discretion of the Chair of the Governance and Directors Nominating Committee, provided that any hardship exception with respect to the Chair shall be made by a majority of the remaining members of the Governance and Directors Nominating Committee.

Administration and Interpretation

 

The Governance and Directors Nominating Committee reserves the right to interpret, change, amend, modify or terminate this Policy at any time.

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1 Decisions concerning the Chair shall be made by a majority of the remaining members of the Governance and Directors Nominating Committee.

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