Exhibit 10.16
AMENDMENT TO
COMPENSATION AND DEFERRED COMPENSATION AGREEMENT
BETWEEN
COMCAST CORPORATION AND XXXXX X. XXXXXXX
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This Amendment is made this ______ day of _____________ , 2002, by and
between Comcast Corporation, a Pennsylvania corporation (the "Company") and
Xxxxx X. Xxxxxxx ("Xxxxxxx").
RECITALS
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WHEREAS, Xxxxxxx and the Company entered into an amended and restated
Compensation and Deferred Compensation Agreement effective August 31, 1998 (the
"Agreement"); and
WHEREAS, Xxxxxxx and the Company amended the Agreement by Amendment dated
as of August 19, 1999, and further amended the Agreement by Amendment dated as
of June 5, 2001 (the Agreement as thus amended by both Amendments being referred
to herein as the "Amended Agreement"); and
WHEREAS, the Company desires to further modify the provisions of the
Amended Agreement concerning the payment of bonuses in connection with certain
split-dollar life insurance arrangements between Xxxxxxx and the Company; and
WHEREAS, Xxxxxxx is agreeable to accepting the Company's proposed
modifications to the Amended Agreement;
NOW THEREFORE, in consideration of the foregoing and of the provisions set
forth herein, the parties agree as follows:
1.Section 7.1 of the Amended Agreement is modified by replacing clause (a)
of the first sentence thereof with the following new clause (a): "(a) pay the
bonuses described in Section 7.2 hereof; and".
2.Section 7.2.1 of the Amended Agreement is replaced with the following new
Section 7.2.1:
7.2.1 at least thirty (30) days before the beginning of each
policy year for an Insurance Policy during the joint lifetimes of
Xxxxxxx and his spouse and during the lifetime of the survivor of
them, the Company shall pay to Xxxxxxx if he is living, otherwise to
his spouse if she is living, as a bonus (a "Premium Bonus"), an amount
equal to the economic benefit of the insurance protection provided
under the Policy and the applicable Split-Dollar Arrangement for that
policy year on the life or lives of such as are then living of Xxxxxxx
and his spouse, regardless of whether or not the issuer of the Policy
requires that a premium be paid to such issuer for such policy year.
The economic benefit referred to in the preceding sentence shall be
the lesser of (i) the value of current life insurance protection as
determined using the P.S. 58 rates set forth by the Internal Revenue
Service in Revenue Ruling 55-747, 1955-2 C.B. 228, modified as
appropriate to reflect that such insurance protection is on the joint
lives of Xxxxxxx 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
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determined by reference to such issuer's current published premium
rate for initial issue one-year term life insurance protection
available to all standard risks; and"
3.Section 7.2.2 of the Amended Agreement is modified by inserting the
words, "to Xxxxxxx if he is then living, to his spouse if he is not then living
but she is then living, or to the personal representatives of the second-to-die
of them if neither of them is then living," after the words "the Company shall
pay" and before the words "an additional" in the second line thereof.
4.The parties hereby confirm that the terms "Split-Dollar Arrangement" and
"Split-Dollar Arrangements" as used in the Amended Agreement shall include all
those Split-Dollar Insurance Agreements which pertain to policies of insurance
which are owned by the following trusts: (a) the Trust of Xxxxx X. Xxxxxxx dated
November 30, 1976, (b) the Trust of Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx
dated June 10, 1992, (c) the 1994-2 Trust of Xxxxx X. Xxxxxxx and Xxxxxxx X.
Xxxxxxx dated July 22, 1994, (d) the Trust of Xxxxx X. Xxxxxxx dated December
19, 1995, and (e) the Trust of Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx dated
January 13, 1998.
5.Except as amended hereby, the Amended Agreement remains in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day
and year first above written.
Comcast Corporation
By: ___________________________
Title:
_______________________________
Xxxxx X. Xxxxxxx
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