Exhibit 10.1
INSURANCE PREMIUM TERMINATION AGREEMENT
This is an Insurance Premium Termination Agreement ("Agreement") by and
between Comcast Corporation ("Comcast") and Xxxxx X. Xxxxxxx (the "Employee"),
effective as of January 30, 2004.
WHEREAS, Comcast and the Employee are parties to a Compensation
Agreement in effect as of the date hereof, which requires that Comcast continue
to provide and to maintain the split-dollar life insurance provided to the
Employee under previous agreements, and in addition to provide additional
survivorship split-dollar life insurance to the Employee and his spouse
(collectively "Employee's split-dollar life insurance policies");
WHEREAS, because of concerns raised by the Xxxxxxxx-Xxxxx Act of 2002
relating to prohibitions on loans to executive officers, as of July 30, 2002,
Comcast ceased to pay that portion of the premiums associated with the
Employee's split-dollar life insurance policies which would have represented
Comcast's investment therein;
WHEREAS, Comcast has determined that based on reasonable interest and
mortality assumptions, Comcast will save $14,572,551 if it is relieved from its
obligation to pay that portion of the premiums associated with the Employee's
split-dollar life insurance policies which would represent Comcast's investment
therein retroactively to July 30, 2002, and prospectively, as hereinafter
provided;
WHEREAS, based on the closing price for Class A Common stock of Comcast
Corporation on January 30, 2004, 423,347 shares have a fair market value of
$14,572,551; and
WHEREAS, Comcast and the Employee wish to terminate Comcast's
contractual obligation to pay that portion of the premiums associated with the
Employee's split-dollar life insurance policies which would represent Comcast's
investment therein, effective as of July 30, 2002, subject to the following
terms and conditions;
NOW, THEREFORE, intending to be legally bound hereby, and in
consideration of the premises and of the mutual promises contained herein, the
parties hereto agree as follows:
1. Termination of Comcast Premium Payment Obligation. The Employee
waives and relinquishes his right to enforce Comcast's contractual obligation to
pay that portion of the premiums associated with the Employee's split-dollar
life insurance policies which would have represented Comcast's investment
therein for the period commencing on July 30, 2002 and ending on January 30,
2004, and Comcast's contractual obligation to pay that portion of the premiums
associated with the Employee's split-dollar life insurance policies which would
have represented Comcast's investment therein that Comcast would, but for this
Agreement, become contractually obligated to pay on and after January 30, 2004.
2. Consideration for Termination of Comcast Premium Payment Obligation.
In exchange for the Employee's waiver of Comcast's contractual obligations as
described in Paragraph 1, pursuant to the Comcast Corporation 2002 Restricted
Stock Plan (as amended and restated, effective January 30, 2004) (the
"Restricted Stock Plan") Comcast grants the Employee
423,347 Restricted Stock Units for the Class A Common Stock of Comcast
Corporation in the form of the Restricted Stock Unit Award attached as Exhibit A
to this Agreement.
3. Further Assurances. Comcast and the Employee agree to cooperate and
execute such other documents, if any, as may be reasonably necessary to effect
the transactions described in this agreement.
4. Agreement Not to Affect Employment. This Agreement shall not confer
upon the Employee any right to continue in the employment of Comcast or any
subsidiary or affiliate of Comcast.
5. Miscellaneous.
(a) This Agreement may be executed in one or more counterparts
all of which taken together will constitute one and the same instrument.
(b) The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania,
without giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, Comcast and the Employee have executed this
Agreement as of the date written below.
COMCAST CORPORATION
BY: /s/ Xxxxxxxx X. Xxxxx
---------------------------------------
ATTEST: /s/ Xxxxxx X. Block
-----------------------------------
1/30/2004
-------------------------------------------
[Date]
XXXXX X. XXXXXXX
-------------------------------------------
[Signature]
1/30/2004
-------------------------------------------
[Date]
