<PAGE>
As filed with the Securities and Exchange Commission on
July 22, 1996.
Registration Statement No. 333-
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
COMCAST CORPORATION
- --------------------------------------------------------------------------
(Exact name of issuer as specified in its charter)
PENNSYLVANIA 23-1709202
- --------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1500 Market Street, Philadelphia, PA 19102-2148
- --------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
COMCAST CORPORATION 1996 STOCK OPTION PLAN
- --------------------------------------------------------------------------
(Full Title of the Plan)
Arthur R. Block, Esquire
Vice President and Senior Deputy General Counsel
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
- --------------------------------------------------------------------------
(Name and address of agent for service)
(215) 665-1700
- --------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copies to:
Mark K. Kessler, Esquire
Wolf, Block, Schorr and Solis-Cohen
Twelfth Floor Packard Building
Philadelphia, PA 19102
(215) 977-2000
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
Registered Regis- Price Per Offering Registration
tered Share(1) Price(1) Fee(1)
- --------------------------------------------------------------------------
Class A Special 20,000,000 $15.00 $300,000,000 $103,449
Common Stock Shares(2)
$1.00 Par Value
- --------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the bid and asked prices of the Class A Special Common
Stock as reported on the Nasdaq National Market on July 16, 1996.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without the receipt of consideration.<PAGE>
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Comcast Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "1934 Act") are
incorporated into this registration statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
3. The Registrant's Current Reports on Form 8-K as filed on
February 12, 1996, April 10, 1996 and May 9, 1996.
4. The Registrant's Current Report on Form 8-K as filed on May
28, 1996, as amended by the Registrant's Current Report on Form 8-K/A as
filed on July 22, 1996.
5. The description of the Registrant's capital stock, including
its Class A Special Common Stock, $1.00 par value, contained in the
Registrant's Registration Statement on Form 8-A/A as filed on July 16, 1996.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the 1934 Act after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement contained
herein (or in any other subsequently filed document which also is incorporated
by reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Experts
- -------
The consolidated financial statements and the related financial
statement schedule of Comcast Corporation and its subsidiaries as of December
31, 1995 and 1994 and for each of the three years ended December 31, 1995,
incorporated in this registration statement by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995, have
II-1<PAGE>
<PAGE>
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The Registrant's consolidated financial statements include amounts
for QVC, Inc. and subsidiaries ("QVC"), Comcast International Holdings, Inc.
and subsidiaries ("Comcast International") and Garden State Cablevision L.P.
("Garden State"). Other auditors have audited the consolidated financial
statements of QVC as of December 31, 1995 and for the eleven-month period then
ended, the consolidated financial statements of Comcast International as of
December 31, 1994 and for the two years then ended, and the financial
statements of Garden State as of December 31, 1994 and for the two years then
ended. The reports of such auditors with respect to the financial statements
of QVC, Comcast International and Garden State were relied upon by Deloitte &
Touche LLP for the purpose of its report with respect to the consolidated
financial statements of the Registrant described above, insofar as such
report relates to amounts included in the Registrant's consolidated financial
statements for QVC, Comcast International and Garden State for the periods
specified in the Registrant's consolidated financial statements.
The combined financial statements of Scripps Cable as of
December 31, 1995 and 1994 and for each of the years ended December 31, 1995,
1994 and 1993, included in Amendment Number 5 dated July 18, 1996 to the Report
on Form 8-K of The E.W. Scripps Company dated December 28, 1995 and
incorporated by reference in this registration statement, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") contain provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.
Under Section 1741, subject to certain limitations, a corporation
has the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
II-2<PAGE>
<PAGE>
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee or agent of the corporation or serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
proceeding, has no reasonable cause to believe his conduct was unlawful. Under
Section 1743, indemnification is mandatory to the extent that the director,
officer, employee or agent has been successful on the merits or otherwise in
defense of any action or proceeding relating to third-party or derivative
actions if the appropriate standards of conduct are met.
Section 1742 provides for indemnification in derivative actions
except in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.
Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that the representative
met the applicable standard of conduct set forth in the those sections and such
determination shall be made by the board of directors by majority vote of a
quorum of directors not parties to the action or proceeding; if a quorum is not
obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action or
proceeding may be paid by the corporation in advance of the final disposition
of such action or proceeding upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by the court to have constituted willful misconduct or recklessness,
the indemnification and advancement of expenses provided by this Subchapter of
the BCL shall not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding that office.
Section 1747 grants a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him in his capacity as officer or director, whether or not the
corporation would have the power to indemnify him against that liability under
this Subchapter of the BCL.
Sections 1748 and 1749 extend the indemnification and advancement
of expenses provisions contained in Sections 1741-1750 of the BCL to
II-3<PAGE>
<PAGE>
successor corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.
Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Sections 1741-1750 of the BCL
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs and personal representative of such person.
Section 7-2 of the Registrant's Bylaws provides that the
Registrant will indemnify any director or officer of the Registrant to the
fullest extent permitted by Pennsylvania Law against all expense, liability and
loss reasonably incurred or suffered by such person in connection with any
threatened pending or completed action, suit or proceeding (a "Proceeding")
involving such person by reason of the fact that he or she is or was a director
or officer of the Registrant or is or was serving at the request or for the
benefit of the Registrant in any capacity for another corporation or other
enterprise. No indemnification pursuant to Section 7-2 may be made, however,
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Section 7-2 further provides that the right to indemnification
includes the right to have the expenses incurred by the indemnified person in
defending any Proceeding paid by the Registrant in advance of the final
disposition of the Proceeding to the fullest extent permitted by Pennsylvania
Law. In addition, Section 7-2 provides that the Registrant may purchase and
maintain insurance for the benefit of any person on behalf of whom insurance is
permitted to be purchased by Pennsylvania Law against any expense, liability or
loss whether or not the Registrant would have the power to indemnify such
person under Pennsylvania or other law. The Registrant may also purchase and
maintain insurance to insure its indemnification obligations, whether arising
under the Bylaws or otherwise. In addition, Section 7-2 states that the
Registrant may create a fund of any nature or otherwise may secure in any
manner its indemnification obligations, whether arising under the Bylaws or
otherwise.
Section 7-3 of the Registrant's Bylaws states that the provisions
of the Bylaws relating to indemnification constitute a contract between the
Registrant and each of its directors and officers which may be modified as to
any director or officer only with that person's consent or as provided in
Section 7-3. Further, any repeal or amendment of the indemnification
provisions of the Bylaws adverse to any director or officer will apply only on
a prospective basis. In addition, no repeal or amendment of the Bylaws may
affect the indemnification provisions of the Bylaws so as to limit
indemnification or the advancement of expenses in any manner unless adopted by
(a) the unanimous vote of the directors of the Registrant then serving or (b)
the affirmative vote of shareholders entitled to cast at least 80% of the votes
that all shareholders are entitled to cast in the election of directors,
provided that no such amendment will have a retroactive effect inconsistent
with the preceding sentence.
Subsection 5(d) of the Comcast Corporation 1996 Stock Option Plan
(the "Plan") provides that each member of the committee that administers the
Plan shall be entitled to indemnity from the Registrant to
II-4<PAGE>
<PAGE>
the fullest extent provided by applicable law and the Registrant's Bylaws in
connection with or arising out of any actions, suit or proceeding with respect
to the administration of the Plan or the granting of options thereunder in
which such member may be involved by reasons of his being or having been a
member of the committee, whether or not he continues to be such member of the
committee at the time of the action, suit or proceeding.
The Registrant has purchased directors and officers liability
insurance for its directors and officers.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following Exhibits are filed or incorporated by reference as
part of this registration statement:
Exhibit No. Description
----------- -----------
4.1(a) Amended and Restated By-Laws of the
Registrant (incorporated by reference to
Exhibit 3(ii) to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1993).
4.1(b) Restated Articles of Incorporation
(incorporated by reference to Exhibit
3.1(a) of the Registrant's Annual Report
on Form 10-K for the year ended
December 31, 1995).
4.1(c) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 3.1(b) of the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1995).
4.1(d) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 3.1(c) of the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1995).
4.1(e) Amendment to Restated Articles of
Incorporation (incorporated by reference
to Exhibit 4.1(d) of the Registrant's
Registration Statement (No. 333-06161) on
Form S-3).
II-5<PAGE>
<PAGE>
4.2 Specimen Class A Special Common Stock
Certificate (incorporated by reference to
Exhibit 4(2) to the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1986).
5 Opinion of Wolf, Block, Schorr and Solis-
Cohen.
10 Comcast Corporation 1996 Stock Option
Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Wolf, Block, Schorr and Solis-
Cohen (included in Exhibit 5).
24. Power of Attorney (included on page II-9
of this registration statement).
99.1 Report of Independent Public Accountants
to QVC, Inc., as of December 31, 1995 and
for the eleven-month period then ended
(incorporated by reference to Exhibit
99.1 to the Registrant's Annual Report on
Form 10-K for the year ended December 31,
1995).
99.2 Report of Independent Public Accountants
to Garden State Cablevision L.P., as of
December 31, 1994 and 1993 and for the
years then ended (incorporated by
reference to Exhibit 99.2 to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
99.3 Report of Independent Public Accountants
to Comcast International Holdings, Inc.,
as of December 31, 1994 and 1993 and for
the years then ended (incorporated by
reference to Exhibit 99.3 to the
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994).
II-6<PAGE>
<PAGE>
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply, if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that
are incorporated by reference in this registration statement.
2. That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-7<PAGE>
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
II-8<PAGE>
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Philadelphia, Pennsylvania, on July 18, 1996.
COMCAST CORPORATION
By: /s/ Brian L. Roberts
------------------------------------
Brian L. Roberts
President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Ralph J. Roberts, Brian L. Roberts, Julian A. Brodsky,
Stanley Wang and Arthur R. Block, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title(s) Date
- --------- -------- -----
/s/ Ralph J. Roberts Chairman of the Board July 18, 1996
- ------------------------ of Directors; Director
Ralph J. Roberts
/s/ Julian A. Brodsky Vice Chairman of the July 18, 1996
- ------------------------ Board of Directors;
Julian A. Brodsky Director
/s/ Brian L. Roberts President; Director July 18, 1996
- ------------------------ (Principal Executive
Brian L. Roberts Officer)
II-9<PAGE>
<PAGE>
Signature Title(s) Date
- --------- -------- ----
/s/ Lawrence S. Smith Executive Vice President July 18, 1996
- ------------------------ (Principal Accounting
Lawrence S. Smith Officer)
/s/ John R. Alchin Senior Vice President, July 18, 1996
- ------------------------ Treasurer (Principal
John R. Alchin Financial Officer)
/s/ Daniel Aaron Director July 18, 1996
- ------------------------
Daniel Aaron
/s/ Gustave G. Amsterdam Director July 18, 1996
- ------------------------
Gustave G. Amsterdam
/s/ Sheldon M. Bonovitz Director July 18, 1996
- ------------------------
Sheldon M. Bonovitz
/s/ Joseph L. Castle II Director July 18, 1996
- ------------------------
Joseph L. Castle II
/s/ Bernard C. Watson Director July 18, 1996
- ------------------------
Bernard C. Watson
/s/ Irving A. Wechsler Director July 18, 1996
- ------------------------
Irving A. Wechsler
/s/ Anne Wexler Director July 18, 1996
- ------------------------
Anne Wexler
II-10<PAGE>
<PAGE>
COMCAST CORPORATION
THE COMCAST CORPORATION RETIREMENT-INVESTMENT PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No.
- ----------
5 Opinion of Wolf, Block, Schorr and Solis-Cohen.
10 Comcast Corporation 1996 Stock Option Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Arthur Andersen LLP.
23.6 Consent of Wolf, Block, Schorr and Solis-Cohen (included in
Exhibit 5).
24. Power of Attorney (included on page II-9 of this
registration statement).
II-11
<PAGE>
Exhibit 5
---------
LAW OFFICES
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
TWELFTH FLOOR PACKARD BUILDING
S.E. CORNER AND CHESTNUT STREETS
PHILADELPHIA, PA 19102-2678
(215) 977-2000
July 16, 1996
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
Re: Securities and Exchange Commission
Registration Statement on Form S-8
----------------------------------
Gentlemen:
As counsel to Comcast Corporation, a Pennsylvania corporation (the
"Company"), we have assisted in the preparation for filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), of a registration statement on Form S-8 (the
"Registration Statement") for the purpose of registering under the 1933 Act
20,000,000 shares of the Company's Class A Special Common Stock, $1.00 par
value (the "Shares"), which may be issued pursuant to the Comcast Corporation
1996 Stock Option Plan (the "Plan"). In connection therewith, we have examined
the Company's Articles of Incorporation and By-laws, each as amended, the Plan
and such minutes and other documents as we have deemed appropriate. We have
also examined such provisions of law and made such other inquiries as we have
deemed necessary or appropriate for purposes of the opinion expressed herein.
Based upon the foregoing, we are of the opinion that the 20,000,000 Shares
are duly and validly authorized, and, when issued to the holders of options
granted pursuant to and in accordance with the terms of the Plan, will be duly
and validly issued, fully paid and non-assessable.
We hereby expressly consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ WOLF, BLOCK, SCHORR AND
SOLIS-COHEN
WOLF, BLOCK, SCHORR and SOLIS-COHEN
Exhibit 10
----------
COMCAST CORPORATION
1996 STOCK OPTION PLAN
1. PURPOSE OF PLAN
---------------
The purpose of the Plan is to assist the Company in retaining valued
employees, officers and directors by offering them a greater stake in the
Company's success and a closer identity with it, and to aid in attracting
individuals whose services would be helpful to the Company and would
contribute to its success.
2. DEFINITIONS
-----------
(a) "Affiliate" means, with respect to any Person, any other
Person which, 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.
(b) "Board" means the board of directors of the Sponsor.
(c) "Cause" means:
(i) for an employee of a Company, a finding
by the Committee, after full consideration of the facts
presented on behalf of both the Company and the employee,
that the employee has breached his employment contract with a
Company, has disclosed trade secrets of a Company or has been
engaged in any sort of disloyalty to a Company, including,
without limitation, fraud, embezzlement, theft, commission of
a felony or proven dishonesty in the course of his
employment.
(ii) for a Non-Employee Director, a finding by
the Committee, after full consideration of the facts
presented on behalf of both the Company and the Director,
that such Non-Employee Director has disclosed trade secrets
of a Company, or has been engaged in any sort of disloyalty
to a Company, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven
dishonesty in the course of his service as a Non-Employee
Director.
(d) "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 Sponsor having more than 50 percent of the voting power for
the election of directors of the Sponsor.
<PAGE>
<PAGE>
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means the committee described in Paragraph 5.
(g) "Common Stock" means the Sponsor's Class A Special Common
Stock, par value, $1.00.
(h) "Company" means the Sponsor and each of the Parent Companies
and Subsidiary Companies.
(i) "Date of Grant" means the date as of which an Option is
granted.
(j) "Disability" means a disability within the meaning of section
22(e)(3) of the Code.
(k) "Election Date" means the date on which an individual is
first elected to the Board as a Non-Employee Director, or is elected to the
Board as a Non-Employee Director following a period of one year or more during
which such individual was not a member of the Board.
(l) "Fair Market Value." If Shares are listed on a stock
exchange, Fair Market Value shall be determined based on the last reported sale
price of a Share on the principal exchange on which Shares are listed on the
last trading day prior to the date of determination, or, if Shares are not so
listed, but trades of Shares are reported on the Nasdaq National Market, the
last quoted sale price of a Share on the Nasdaq National Market on the last
trading day prior to the date of determination.
(m) "Grant Date" means each February 1st after the date of
adoption of the Plan by the Board.
(n) "Immediate Family" means an Optionee's spouse and lineal
descendants, any trust all beneficiaries of which are any of such persons and
any partnership all partners of which are any of such persons.
(o) "Incentive Stock Option" means an Option granted under the
Plan, designated by the Committee at the time of such grant as an Incentive
Stock Option within the meaning of section 422 of the Code and containing the
terms specified herein for Incentive Stock Options; provided, however, that to
the extent an Option granted under the Plan and designated by the Committee at
the time of grant as an Incentive Stock Option fails to satisfy the
requirements for an incentive stock option under section 422 of the Code for
any reason, such Option shall be treated as a Non-Qualified Option.
(p) "Non-Employee Director" means an individual who is a member
of the Board, and who is not an employee of a Company, including an individual
who is a member of the Board and who previously was an employee of a Company.
2<PAGE>
<PAGE>
(q) "Non-Qualified Option" means:
(i) an Option granted under the Plan,
designated by the Committee at the time of such grant as a
Non-Qualified Option and containing the terms specified
herein for Non-Qualified Options; and
(ii) an Option granted under the Plan and
designated by the Committee at the time of grant as an
Incentive Stock Option, to the extent such Option fails to
satisfy the requirements for an incentive stock option under
section 422 of the Code for any reason.
(r) "Option" means any stock option granted under the Plan and
described in either Paragraph 3(a) or Paragraph 3(b).
(s) "Optionee" means a person to whom an Option has been granted
under the Plan, which Option has not been exercised in full and has not expired
or terminated.
(t) "Outside Director" means a member of the Board who is an
"outside director" within the meaning of section 162(m)(4)(C) of the Code and
applicable Treasury Regulations issued thereunder.
(u) "Parent Company" means all corporations that, at the time in
question, are parent corporations of the Sponsor within the meaning of section
424(e) of the Code.
(v) "Person" means an individual, a corporation, a partnership,
an association, a trust or any other entity or organization.
(w) "Plan" means the Comcast Corporation 1996 Stock Option Plan.
(x) "Share" or "Shares" means:
(i) for all purposes of the Plan, a share or
shares of Common Stock or such other securities issued by the
Sponsor as may be the subject of an adjustment under
Paragraph 11.
(ii) solely for purposes of Paragraphs 7(d) and
8(d), the term "Share" or "Shares" also means a share or
shares of the Sponsor's Class A Common Stock, par value,
$1.00.
3<PAGE>
<PAGE>
(y) "Sponsor" means Comcast Corporation, a Pennsylvania
corporation, including any successor thereto by merger, consolidation,
acquisition of all or substantially all the assets thereof, or otherwise.
(z) "Subsidiary Companies" means all corporations that, at the
time in question, are subsidiary corporations of the Sponsor within the meaning
of section 424(f) of the Code.
(aa) "Ten Percent Shareholder" means a person who on the Date of
Grant owns, either directly or within the meaning of the attribution rules
contained in section 424(d) of the Code, stock possessing more than 10% of the
total combined voting power of all classes of stock of his employer corporation
or of its parent or subsidiary corporations, as defined respectively in
sections 424(e) and (f) of the Code, provided that the employer corporation is
a Company.
(bb) "Terminating Event" means any of the following events:
(i) the liquidation of the Sponsor; or
(ii) a Change of Control.
(cc) "Third Party" means any Person other than a Company, together
with such Person's Affiliates.
(dd) "1933 Act" means the Securities Act of 1933, as amended.
(ee) "1934 Act" means the Securities Exchange Act of 1934, as
amended.
3. RIGHTS TO BE GRANTED
--------------------
(a) TYPES OF OPTIONS AVAILABLE FOR GRANT. Rights that may be
granted under the Plan are:
(i) Incentive Stock Options, which give an
Optionee who is an employee of a Company the right for a
specified time period to purchase a specified number of
Shares for a price not less than the Fair Market Value on the
Date of Grant; and
(ii) Non-Qualified Options, which give the Optionee
the right for a specified time period to purchase a specified
number of Shares for a price not less than the Fair Market
Value on the Date of Grant.
(b) LIMIT ON GRANT OF OPTIONS. The maximum number of Shares for
which Options may be granted to any single individual in any calendar year,
adjusted as provided in Paragraph 11, shall be 1,000,000 Shares.
4<PAGE>
<PAGE>
(c) PRESUMPTION OF INCENTIVE STOCK OPTION STATUS. Each Option
granted under the Plan to an employee of a Company is intended to be an
Incentive Stock Option, except to the extent any such grant would exceed the
limitation of Paragraph 9 and except for any Option specifically designated at
the time of grant as an Option that is not an Incentive Stock Option.
4. SHARES SUBJECT TO PLAN
----------------------
Subject to adjustment as provided in Paragraph 11, not more than
20,000,000 Shares in the aggregate may be issued pursuant to the Plan upon
exercise of Options. Shares delivered pursuant to the exercise of an Option
may, at the Sponsor's option, be either treasury Shares or Shares originally
issued for such purpose. If an Option covering Shares terminates or expires
without having been exercised in full, other Options may be granted covering
the Shares as to which the Option terminated or expired.
5. ADMINISTRATION OF PLAN
----------------------
(a) COMMITTEE. The Plan shall be administered by the
Subcommittee on Performance-Based Compensation of the Compensation Committee of
the Board or any other committee or subcommittee designated by the Board,
provided that the committee administering the Plan is composed of two or more
non-employee members of the Board, each of whom is an Outside Director.
Notwithstanding the foregoing, if Non-Employee Directors are granted Options in
accordance with the provisions of Paragraph 8, the directors to whom such
Options will be granted, the timing of grants of such Options, the Option Price
of such Options and the number of Option Shares included in such Options shall
be as specifically set forth in Paragraph 8. No member of the Committee shall
participate in the resolution of any issue that exclusively involves an Option
granted to such member.
(b) MEETINGS. The Committee shall hold meetings at such times
and places as it may determine. Acts approved at a meeting by a majority of
the members of the Committee or acts approved in writing by the unanimous
consent of the members of the Committee shall be the valid acts of the
Committee.
(c) EXCULPATION. No member of the Committee shall be personally
liable for monetary damages for any action taken or any failure to take any
action in connection with the administration of the Plan or the granting of
Options thereunder unless (i) the member of the Committee has breached or
failed to perform the duties of his office, and (ii) the breach or failure to
perform constitutes self-dealing, wilful misconduct or recklessness; provided,
however, that the provisions of this Paragraph 5(c) shall not apply to the
responsibility or liability of a member of the Committee pursuant to any
criminal statute.
(d) INDEMNIFICATION. Service on the Committee shall constitute
service as a member of the Board. Each member of the Committee shall be
entitled without further act on his part to indemnity from the Sponsor to the
fullest extent provided by applicable law and the Sponsor's By-laws in
connection with or arising out of any actions, suit or proceeding with respect
to the administration of the Plan or the granting of Options thereunder in
5<PAGE>
<PAGE>
which he may be involved by reasons of his being or having been a member of the
Committee, whether or not he continues to be such member of the Committee at
the time of the action, suit or proceeding.
6. ELIGIBILITY
-----------
(a) Eligible individuals to whom Options may be granted shall be
employees, officers or directors of a Company who are selected by the Committee
for the grant of Options. The terms and conditions of Options granted to
individuals other than Non-Employee Directors shall be determined by the
Committee, subject to Paragraph 7. The terms and conditions of Options granted
to Non-Employee Directors shall be determined by the Committee, subject to
Paragraph 8.
(b) An Incentive Stock Option shall not be granted to a Ten
Percent Shareholder except on such terms concerning the option price and term
as are provided in Paragraph 7(b) and 7(g) with respect to such a person. An
Option designated as Incentive Stock Option granted to a Ten Percent
Shareholder but which does not comply with the requirements of the preceding
sentence shall be treated as a Non-Qualified Option. An Option designated as
an Incentive Stock Option shall be treated as a Non-Qualified Option if the
Optionee is not an employee of a Company on the Date of Grant.
7. OPTION DOCUMENTS AND TERMS - IN GENERAL
---------------------------------------
All Options granted to Optionees other than Non-Employee Directors
shall be evidenced by option documents. The terms of each such option document
shall be determined from time to time by the Committee, consistent, however,
with the following:
(a) TIME OF GRANT. All Options shall be granted within 10 years
from the earlier of (i) the date of adoption of the Plan by the Board, or (ii)
approval of the Plan by the shareholders of the Sponsor.
(b) OPTION PRICE. The option price per Share with respect to any
Option shall be determined by the Committee but shall not be less than 100% of
the Fair Market Value of such Share on the Date of Grant; provided, however,
that with respect to any Incentive Stock Options granted to a Ten Percent
Shareholder, the option price per Share shall not be less than 110% of the Fair
Market Value of such Share on the Date of Grant.
(c) RESTRICTIONS ON TRANSFERABILITY. No Option granted under
this Paragraph 7 shall be transferable otherwise than by will or the laws of
descent and distribution and, during the lifetime of the Optionee, shall be
exercisable only by him or for his benefit by his attorney-in-fact or guardian;
provided that the Committee may, in its discretion, at the time of grant of a
Non-Qualified Option or by amendment of an option document for an Incentive
Stock Option or a Non-Qualified Option, provide that Options granted to or held
by an Optionee may be transferred, in whole or in part, to one or more
transferees and exercised by any such transferee; provided further that (i) any
such transfer is without consideration and (ii) each transferee is a member of
such Optionee's Immediate Family; and provided further that any Incentive Stock
Option granted pursuant to an option document which is amended to permit
6<PAGE>
<PAGE>
transfers during the lifetime of the Optionee shall, upon the effectiveness of
such amendment, be treated thereafter as a Non-Qualified Option. No transfer
of an Option shall be effective unless the Committee is notified of the terms
and conditions of the transfer and the Committee determines that the transfer
complies with the requirements for transfers of Options under the Plan and the
option document. Any person to whom an Option has been transferred may
exercise any Options only in accordance with the provisions of Paragraph 7(g)
and this Paragraph 7(c).
(d) PAYMENT UPON EXERCISE OF OPTIONS. Full payment for Shares
purchased upon the exercise of an Option shall be made in cash, by certified
check payable to the order of the Sponsor, or, at the election of the Optionee
and as the Committee may, in its sole discretion, approve, by surrendering
Shares with an aggregate Fair Market Value equal to the aggregate option price,
or by delivering such combination of Shares and cash as the Committee may, in
its sole discretion, approve; provided, however, that Shares may be surrendered
in satisfaction of the option price only if the Optionee has held such Shares
for more than six months (or such shorter period of time as shall not, in the
Committee's sole discretion, have an adverse effect on the Sponsor's financial
statements) as of the date the Option is exercised; provided further, however,
that the option price may not be paid in Shares if the Committee determines
that such method of payment would result in liability under section 16(b) of
the 1934 Act to an Optionee. Except as otherwise provided by the Committee, if
payment is made in whole or in part in Shares, the Optionee shall deliver to
the Sponsor certificates registered in the name of such Optionee representing
Shares legally and beneficially owned by such Optionee, free of all liens,
claims and encumbrances of every kind and having a Fair Market Value on the
date of delivery that is not greater than the option price accompanied by stock
powers duly endorsed in blank by the record holder of the Shares represented by
such certificates. If the Committee, in its sole discretion, should refuse to
accept Shares in payment of the option price, any certificates representing
Shares which were delivered to the Sponsor shall be returned to the Optionee
with notice of the refusal of the Committee to accept such Shares in payment of
the option price. The Committee may impose such limitations and prohibitions
on the use of Shares to exercise an Option as it deems appropriate.
(e) ISSUANCE OF CERTIFICATE UPON EXERCISE OF OPTIONS; PAYMENT OF
CASH. Only whole Shares shall be issuable upon exercise of Options. Any right
to a fractional Share shall be satisfied in cash. Upon satisfaction of the
conditions of Paragraph 10, a certificate for the number of whole Shares and a
check for the Fair Market Value on the date of exercise of any fractional Share
to which the Optionee is entitled shall be delivered to such Optionee by the
Sponsor.
(f) TERMINATION OF EMPLOYMENT. For purposes of the Plan, a
transfer of an employee between two employers, each of which is a Company,
shall not be deemed a termination of employment. For purposes of Paragraph
7(g), an Optionee's termination of employment shall be deemed to occur on the
date of an Optionee ceases to serve as an active, full-time employee of a
Company, as determined by the Committee in its sole discretion, or, if the
Optionee is a party to an employment agreement with a Company, on the effective
date of the Optionee's termination of employment as determined under such
agreement.
(g) PERIODS OF EXERCISE OF OPTIONS. An Option shall be
exercisable in whole or in part at such time or times as may be determined by
the Committee and stated in the option document, provided, however,
7<PAGE>
<PAGE>
that if the grant of an Option would be subject to section 16(b) of the 1934
Act, unless the requirements for exemption therefrom in Rule 16b-
3(c)(1), under such Act, or any successor provision, are met, the option
document for such Option shall provide that such Option is not exercisable
until not less than six months have elapsed from the Date of Grant. Except as
otherwise provided by the Committee in its discretion, no Option shall first
become exercisable following an Optionee's termination of employment for any
reason; provided further, that:
(i) In the event that an Optionee terminates
employment with the Company for any reason other than
death or Cause, any Option held by such Optionee and
which is then exercisable shall be exercisable for a
period of 90 days following the date the Optionee
terminates employment with the Company (unless a longer
period is established by the Committee); provided,
however, that if such termination of employment with the
Company is due to the Disability of the Optionee, he
shall have the right to exercise those of his Options
which are then exercisable for a period of one year
following such termination of employment (unless a
longer period is established by the Committee);
provided, however, that in no event shall an Incentive
Stock Option be exercisable after five years from the
Date of Grant in the case of a grant to a Ten Percent
Shareholder, nor shall any other Option be exercisable
after ten years from the Date of Grant.
(ii) In the event that an Optionee terminates
employment with the Company by reason of his death, any
Option held at death by such Optionee which is then
exercisable shall be exercisable for a period of one
year from the date of death (unless a longer period is
established by the Committee) by the person to whom the
rights of the Optionee shall have passed by will or by
the laws of descent and distribution; provided, however,
that in no event shall an Incentive Stock Option be
exercisable after five years from the Date of Grant in
the case of a grant to a Ten Percent Shareholder, nor
shall any other Option be exercisable after ten years
from the Date of Grant.
(iii) In the event that an Optionee's
employment with the Company is terminated for Cause,
each unexercised Option held by such Optionee shall
terminate and cease to be exercisable; provided further,
that in such event, in addition to immediate termination
of the Option, the Optionee, upon a determination by the
Committee shall automatically forfeit all Shares
otherwise subject to delivery upon exercise of an Option
but for which the Sponsor has not yet delivered the
Share certificates, upon refund by the Sponsor of the
option price.
(h) DATE OF EXERCISE. The date of exercise of an Option shall be
the date on which written notice of exercise, addressed to the Sponsor at its
main office to the attention of its Secretary, is hand delivered, telecopied or
mailed first class postage prepaid; provided, however, that the Sponsor shall
8<PAGE>
<PAGE>
not be obligated to deliver any certificates for Shares pursuant to the
exercise of an Option until the Optionee shall have made payment in full of the
option price for such Shares. Each such exercise shall be irrevocable when
given. Each notice of exercise must (i) specify the Incentive Stock Option,
Non-Qualified Option or combination thereof being exercised; and (ii) include a
statement of preference (which shall binding on and irrevocable by the Optionee
but shall not be binding on the Committee) as to the manner in which payment to
the Sponsor shall be made (Shares or cash or a combination of Shares and cash).
Each notice of exercise shall also comply with the requirements of Paragraph
15.
8. OPTION DOCUMENTS AND TERMS - NON-EMPLOYEE DIRECTORS
----------------------------------------------------
Options granted pursuant to the Plan to Non-Employee Directors
shall be granted, without any further action by the Committee, in accordance
with the terms and conditions set forth in this Paragraph 8. Options granted
pursuant to Paragraph 8(a) shall be evidenced by option documents. The terms
of each such option document shall be consistent with Paragraphs 8(b) through
8(g), as follows:
(a) GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS. Each Non-
Employee Director shall be granted, commencing on the Grant Date next following
the adoption of this Plan by the Board and on each successive Grant Date
thereafter, a Non-Qualified Option to purchase 5,400 Shares. Notwithstanding
the preceding sentence, each newly elected Non-Employee Director:
(i) shall be granted a Non-Qualified Option to
purchase 9,000 Shares on the Election Date; and
(ii) shall not be entitled to the grant of an
Option hereunder on the Grant Date immediately following the
Non-Employee Director's Election Date if such Election Date
is within ninety (90) days of the Grant Date.
(b) OPTION PRICE. The option price per Share with respect to any
Option granted under this Paragraph 8 shall be 100% of the Fair Market Value of
such Share on the Grant Date.
(c) RESTRICTIONS ON TRANSFERABILITY. No Option granted under
this Paragraph 8 shall be transferable otherwise than by will or the laws of
descent and distribution and, during the lifetime of the Optionee, shall be
exercisable only by him or for his benefit by his attorney-in-fact or guardian;
provided that the Committee may, in its discretion, at the time of grant of an
Option or by amendment of an option document for an Option, provide that
Options may be transferred, in whole or in part, to one or more transferees and
exercised by any such transferee; provided further that (i) any such transfer
is without consideration, and (ii) each transferee is a member of such
Optionee's Immediate Family. No transfer of an Option shall be effective
unless the Committee is notified of the terms and conditions of the transfer
and the Committee determines that the transfer complies with the requirements
for transfers of Options under the Plan and the option document. Any person to
whom an Option has been transferred may exercise any Options only in accordance
with the provisions of Paragraph 8(f) and this Paragraph 8(c).
(d) PAYMENT UPON EXERCISE OF OPTIONS. Full payment for Shares
purchased upon the exercise of an Option shall be made in cash, by
9<PAGE>
<PAGE>
certified check payable to the order of the Sponsor, or, at the election of the
Optionee and as the Committee may, in its sole discretion, approve,
by surrendering Shares with an aggregate Fair Market Value equal to the
aggregate option price, or by delivering such combination of Shares and cash as
the Committee may, in its sole discretion, approve; provided, however, that
Shares may be surrendered in satisfaction of the option price only if the
Optionee has held such Shares for more than six months (or such shorter period
of time as shall not, in the Committee's sole discretion, have an adverse
effect on the Sponsor's financial statements) as of the date the Option is
exercised; provided further, however, that the option price may not be paid in
Shares if the Committee determines that such method of payment would result in
liability under section 16(b) of the 1934 Act to an Optionee. Except as
otherwise provided by the Committee, if payment is made in whole or in part in
Shares, the Optionee shall deliver to the Sponsor certificates registered in
the name of such Optionee representing Shares legally and beneficially owned by
such Optionee, free of all liens, claims and encumbrances of every kind and
having a Fair Market Value on the date of delivery that is not greater than the
option price accompanied by stock powers duly endorsed in blank by the record
holder of the Shares represented by such certificates. If the Committee, in
its sole discretion, should refuse to accept Shares in payment of the option
price, any certificates representing Shares which were delivered to the Sponsor
shall be returned to the Optionee with notice of the refusal of the Committee
to accept such Shares in payment of the option price. The Committee may impose
such limitations and prohibitions on the use of Shares to exercise an Option as
it deems appropriate.
(e) ISSUANCE OF CERTIFICATE UPON EXERCISE OF OPTIONS; PAYMENT OF
CASH. Only whole Shares shall be issuable upon exercise of Options granted
under this Paragraph 8. Any right to a fractional Share shall be satisfied in
cash. Upon satisfaction of the conditions of Paragraph 10, a certificate for
the number of whole Shares and a check for the Fair Market Value on the date of
exercise of any fractional Share to which the Optionee is entitled shall be
delivered to such Optionee by the Sponsor.
(f) PERIODS OF EXERCISE OF OPTIONS. An Option granted under this
Paragraph 8 shall not be exercisable for six months after the Date of Grant,
and shall then be exercisable in its entirety. No Option shall first become
exercisable following an Optionee's termination of service as a Non-Employee
Director for any reason; provided further, that:
(i) In the event that an Optionee terminates
service as a Non-Employee Director for any reason other than
death or Cause, any Option held by such Optionee and which is
then exercisable shall be exercisable for a period of 90 days
following the date the Optionee terminates service as a Non-
Employee Director; provided, however, that if such
termination of employment with the Company is due to the
Disability of the Optionee, he shall have the right to
exercise those of his Options which are then exercisable for
a period of one year following the date the Optionee
terminates service as a Non-Employee Director; provided,
however, that in no event shall an Option be exercisable
after five years from the Grant Date.
10<PAGE>
<PAGE>
(ii) In the event that an Optionee terminates
service as a Non-Employee Director by reason of his death,
any Option held at death by such Optionee which is then
exercisable shall be exercisable for a period of one year
from the date of death by the person to whom the rights of
the Optionee shall have passed by will or by the laws of
descent and distribution; provided, however, that in no event
shall an Option be exercisable after five years from the
Grant Date.
(iii) In the event that an Optionee's service
as a Non-Employee Director is terminated for Cause, each
unexercised Option shall terminate and cease to be
exercisable; provided further, that in such event, in
addition to immediate termination of the Option, the Optionee
shall automatically forfeit all Shares otherwise subject to
delivery upon exercise of an Option but for which the Sponsor
has not yet delivered the Share certificates, upon refund by
the Sponsor of the option price.
(g) DATE OF EXERCISE. The date of exercise of an Option granted
under this Paragraph 8 shall be the date on which written notice of exercise,
addressed to the Sponsor at its main office to the attention of its Secretary,
is hand delivered, telecopied or mailed first class postage prepaid; provided,
however, that the Sponsor shall not be obligated to deliver any certificates
for Shares pursuant to the exercise of an Option until the Optionee shall have
made payment in full of the option price for such Shares. Each such exercise
shall be irrevocable when given. Each notice of exercise must (i) specify the
Option being exercised; and (ii) include a statement as to the manner in which
payment to the Sponsor shall be made (Shares or cash or a combination of Shares
and cash). Each notice of exercise shall also comply with the requirements of
Paragraph 15.
9. LIMITATION ON EXERCISE OF INCENTIVE STOCK OPTIONS.
-------------------------------------------------
The aggregate Fair Market Value (determined as of the time
Options are granted) of the Shares with respect to which Incentive Stock
Options may first become exercisable by an Optionee in any one calendar year
under the Plan and any other plan of the Company shall not exceed $100,000.
The limitations imposed by this Paragraph 9 shall apply only to Incentive Stock
Options granted under the Plan, and not to any other options or stock
appreciation rights. In the event an individual receives an Option intended to
be an Incentive Stock Option which is subsequently determined to have exceeded
the limitation set forth above, or if an individual receives Options that first
become exercisable in a calendar year (whether pursuant to the terms of an
option document, acceleration of exercisability or other change in the terms
and conditions of exercise or any other reason) that have an aggregate Fair
Market Value (determined as of the time the Options are granted) that exceeds
the limitations set forth above, the Options in excess of the limitation shall
be treated as Non-Qualified Options.
10. RIGHTS AS SHAREHOLDERS
----------------------
An Optionee shall not have any right as a shareholder with respect
to any Shares subject to his Options until the Option shall have been
11<PAGE>
<PAGE>
exercised in accordance with the terms of the Plan and the option document and
the Optionee shall have paid the full purchase price for the number of Shares
in respect of which the Option was exercised and the
Optionee shall have made arrangements acceptable to the Sponsor for the payment
of applicable taxes consistent with Paragraph 16.
11. CHANGES IN CAPITALIZATION
-------------------------
(a) Except as provided in Paragraph 11(b), in the event that
Shares are changed into or exchanged for a different number or kind of shares
of stock or other securities of the Sponsor, whether through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split-up
or other substitution of securities of the Sponsor, the Board shall make
appropriate equitable anti-dilution adjustments to the number and class of
shares of stock available for issuance under the Plan, and subject to
outstanding Options and to the option prices. Any reference to the option
price in the Plan and in option documents shall be a reference to the option
price as so adjusted. Any reference to the term "Shares" in the Plan and in
option documents shall be a reference to the appropriate number and class of
shares of stock available for issuance under the Plan, as adjusted pursuant to
this Paragraph 11. The Board's adjustment shall be effective and binding for
all purposes of this Plan.
(b) Paragraph 11(a) shall not apply to the number of Shares that
become subject to the grant of Options under Paragraph 8(a). Paragraph 11(a)
shall apply for the purpose of making appropriate equitable anti-dilution
adjustments to Options granted pursuant to Paragraph 8(a) before the effective
date of the relevant event giving rise to the adjustment under Paragraph 11(a).
12. TERMINATING EVENTS
------------------
(a) The Sponsor shall give Optionees at least thirty (30) days'
notice (or, if not practicable, such shorter notice as may be reasonably
practicable) prior to the anticipated date of the consummation of a Terminating
Event. Upon receipt of such notice, and for a period of ten (10) days
thereafter (or such shorter period as the Board shall reasonably determine and
so notify the Optionees), each Optionee shall be permitted to exercise the
Option to the extent the Option is then exercisable; provided that, the
Sponsor may, by similar notice, require the Optionee to exercise the Option, to
the extent the Option is then exercisable, or to forfeit the Option (or portion
thereof, as applicable). The Committee may, in its discretion, provide that
upon the Optionee's receipt of the notice of a Terminating Event under this
Paragraph 12(a), the entire number of Shares covered by Options shall become
immediately exercisable. Upon the close of the period described in this
Paragraph 12(a) during which an Option may be exercised in connection with a
Terminating Event, such Option (including such portion thereof that is not
exercisable) shall terminate to the extent that such Option has not theretofore
been exercised.
(b) Notwithstanding Paragraph 12(a), in the event the Terminating
Event is not consummated, the Option shall be deemed not to have been exercised
and shall be exercisable thereafter to the extent it would have been
exercisable if no such notice had been given.
12<PAGE>
<PAGE>
13. INTERPRETATION
--------------
The Committee shall have the power to interpret the Plan and to
make and amend rules for putting it into effect and administering it. It is
intended that the Incentive Stock Options granted under the Plan shall
constitute incentive stock options within the meaning of section 422 of the
Code, and that Shares transferred pursuant to the exercise of Non-Qualified
Options shall constitute property subject to federal income tax pursuant to the
provisions of section 83 of the Code. The provisions of the Plan shall be
interpreted and applied insofar as possible to carry out such intent.
14. AMENDMENTS
----------
The Committee may amend the Plan from time to time in such manner
as it may deem advisable. Nevertheless, the Committee may not, without
obtaining approval within twelve months before or after such action by such
vote of shareholders as may be required by Pennsylvania law for any action
requiring shareholder approval, or by a majority of votes cast at a duly held
shareholders' meeting at which a majority of all voting stock is present and
voting on such amendment, either in person or in proxy (but not, in any event,
less than the vote required pursuant to Rule 16b-3(b) under the 1934 Act)
change the class of individuals eligible to receive an Incentive Stock Option,
extend the expiration date of the Plan, decrease the minimum option price of an
Incentive Stock Option granted under the Plan or increase the maximum number of
shares as to which Options may be granted, except as provided in Paragraph 11
hereof. In addition, the provisions of Paragraph 8 that determine (i) which
directors shall be granted Options; (ii) the number of Shares subject to
Options; (iii) the option price of Shares subject to Options; and (iv) the
timing of grants of Options shall not be amended more than once every six
months, other than to comport with changes in the Code or the Employee
Retirement Income Security Act of 1974, as amended, if applicable. No
outstanding Option shall be affected by any such amendment without the written
consent of the Optionee or other person then entitled to exercise such Option.
15. SECURITIES LAW
--------------
(a) IN GENERAL. The Committee shall have the power to make each
grant under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the 1933 Act or
the 1934 Act, including Rule 16b-3 (or any similar rule) of the Securities and
Exchange Commission.
(b) ACKNOWLEDGMENT OF SECURITIES LAW RESTRICTIONS ON EXERCISE.
To the extent required by the Committee, unless the Shares subject to the
Option are covered by a then current registration statement or a Notification
under Regulation A under the 1933 Act, each notice of exercise of an Option
shall contain the Optionee's acknowledgment in form and substance satisfactory
to the Committee that:
(i) the Shares subject to the Option are
being purchased for investment and not for distribution or
resale (other than a distribution or resale which, in the
13<PAGE>
<PAGE>
opinion of counsel satisfactory to the Sponsor, may be made
without violating the registration provisions of the Act);
(ii) the Optionee has been advised and
understands that (A) the Shares subject to the Option have
not been registered under the 1933 Act and are "restricted
securities" within the meaning of Rule 144 under the 1933 Act
and are subject to restrictions on transfer and (B) the
Sponsor is under no obligation to register the Shares subject
to the Option under the 1933 Act or to take any action which
would make available to the Optionee any exemption from such
registration;
(iii) the certificate evidencing the Shares may
bear a restrictive legend; and
(iv) the Shares subject to the Option may not be
transferred without compliance with all applicable federal
and state securities laws.
(c) DELAY OF EXERCISE PENDING REGISTRATION OF SECURITIES.
Notwithstanding any provision in the Plan or an option document to the
contrary, if the Committee determines, in its sole discretion, that issuance of
Shares pursuant to the exercise of an Option should be delayed pending
registration or qualification under federal or state securities laws or the
receipt of a legal opinion that an appropriate exemption from the application
of federal or state securities laws is available, the Committee may defer
exercise of any Option until such Shares are appropriately registered or
qualified or an appropriate legal opinion has been received, as applicable.
16. WITHHOLDING OF TAXES ON EXERCISE OF OPTION
------------------------------------------
(a) Whenever the Sponsor proposes or is required to deliver or
transfer Shares in connection with the exercise of an Option, the Sponsor shall
have the right to (i) require the recipient to remit to the Sponsor an amount
sufficient to satisfy any federal, state and local withholding tax requirements
prior to the delivery or transfer of any certificate or certificates for such
Shares or (ii) take any action whatever that it deems necessary to protect its
interests with respect to tax liabilities. The Sponsor's obligation to make
any delivery or transfer of Shares on the exercise of an Option shall be
conditioned on the recipient's compliance, to the Sponsor's satisfaction, with
any withholding requirement. In addition, if the Committee grants Options or
amends option documents to permit Options to be transferred during the life of
the Optionee, the Committee may include in such option documents such
provisions as it determines are necessary or appropriate to permit the Company
to deduct compensation expenses recognized upon exercise of such Options for
federal or state income tax purposes.
(b) Except as otherwise provided in this Paragraph 16(b), any tax
liabilities incurred in connection with the exercise of an Option under the
Plan other than an Incentive Stock Option shall be satisfied by the Sponsor's
withholding a portion of the Shares underlying the Option exercised having a
Fair Market Value approximately equal to the minimum amount of taxes required
to be withheld by the Sponsor under applicable law, unless otherwise determined
by the Committee with respect to any Optionee. Notwithstanding the foregoing,
the Committee may permit an Optionee to elect one or both of the
14<PAGE>
<PAGE>
following: (i) to have taxes withheld in excess of the minimum amount required
to be withheld by the Sponsor under applicable law; provided that the Optionee
certifies in writing to the Sponsor that the Optionee has held for at least six
months a number of shares of the same class as that of the Option Shares that
is at least equal to that number of Option Shares to be withheld by the Company
for the then-current exercise and that number of Option Shares which were
withheld by the Sponsor in connection with all other exercises of Options
during the six-month period prior to such election, in each case on account of
withheld taxes in excess of such minimum amount, and (ii) to pay to the Sponsor
in cash all or a portion of the taxes to be withheld upon the exercise of an
Option. In all cases, the Shares so withheld by the Sponsor shall have a Fair
Market Value that does not exceed the amount of taxes to be withheld minus the
cash payment, if any, made by the Optionee. Any election pursuant to this
Paragraph 16(b) must be in writing made prior to the date specified by the
Committee, and in any event prior to the date the amount of tax to be withheld
or paid is determined. In addition, with respect to persons subject to
reporting requirements under section 16(a) of the 1934 Act, such election must
be made at least six months prior to the date the amount of tax to be withheld
or paid is determined (which election will remain in effect with regard to the
exercise of an Option and all future exercises of Options unless revoked upon
six months prior notice). An election pursuant to this Paragraph 16(b) may be
made only by an Optionee or, in the event of the Optionee's death, by the
Optionee's legal representative. No Shares withheld pursuant to this Paragraph
16(b) shall be available for subsequent grants under the Plan. The Committee
may add such other requirements and limitations regarding elections pursuant to
this Paragraph 16(b) as it deems appropriate.
17. EFFECTIVE DATE AND TERM OF PLAN
-------------------------------
The Plan shall become effective on the date on which the Plan is
adopted by the Board, and shall expire no later than the tenth anniversary of
the Board adoption, unless sooner terminated by the Board. Any Option granted
before the approval of the Plan by the Sponsor's shareholders shall be
expressly conditioned upon, and shall not be exercisable until, such approval.
If such shareholder approval is not received within 12 months before or after
the date of the adoption of the Plan by the Board, all Options granted under
the Plan shall expire.
18. GENERAL
-------
Each Option shall be evidenced by a written instrument containing
such terms and conditions not inconsistent with the Plan as the Committee may
determine. The issuance of Shares on the exercise of an Option shall be
subject to all of the applicable requirements of the corporation law of the
Sponsor's state of incorporation and other applicable laws, including federal
or state securities laws, and all
15<PAGE>
<PAGE>
Shares issued under the Plan shall be subject to the terms and restrictions
contained in the Articles of Incorporation and By-Laws of the Sponsor, as
amended from time to time.
Executed this 13th day of March, 1996.
[CORPORATE SEAL] COMCAST CORPORATION
Attest: /s/ Arthur R. Block By: /s/ Stanley Wang
------------------- ----------------
16
<PAGE>
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Comcast Corporation on Form S-8 of our report dated
February 29, 1996 appearing in the Annual Report on Form 10-K of
Comcast Corporation for the year ended December 31, 1995, and to
the reference to us under the heading "Experts" in this Registration
Statement.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
July 18, 1996
<PAGE>
Exhibit 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Comcast Corporation on Form S-8 of our report dated February 22, 1996
relating to the combined financial statements of Scripps Cable, appearing in
Amendment Number 5 dated July 18, 1996 to the Current Report on Form 8-K of The
E.W. Scripps Company dated December 28, 1995, and to the reference to us under
the heading "Experts" in this Registration Statement.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
July 18, 1996
<PAGE>
Exhibit 23.3
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
QVC, Inc.:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Comcast Corporation of our report dated
February 2, 1996, with respect to the consolidated balance sheet of
QVC, Inc. and subsidiaries as of December 31, 1995, and the related
consolidated statements of operations, shareholders' equity, and cash
flows for the eleven-month period ended December 31, 1995, which report
is included as an exhibit to the Annual Report on Form 10-K of Comcast
Corporation for the year ended December 31, 1995 which Form 10-K is
incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
July 18, 1996
<PAGE>
Exhibit 23.4
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated
October 17, 1995 on the financial statements of Garden State Cablevision L. P.
included in Comcast Corporation's Form 10-K for the year ended December 31,
1995 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.,
July 18, 1996
<PAGE>
Exhibit 23.5
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated
February 17, 1995 on the consolidated financial statements of Comcast
International Holdings, Inc. included in Comcast Corporation's Form 10-K
for the year ended December 31, 1995, and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
July 18, 1996
