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CMCSA » Topics » Key Aspects of our 2002 Restricted Stock Plan

This excerpt taken from the CMCSA DEF 14A filed Apr 3, 2009.
Key Aspects of our 2002 Restricted Stock Plan
 
The following sets forth key aspects of the plan. A summary of the material features of the plan is provided in “Description of our 2002 Restricted Stock Plan” below.
 
  •  The plan is administered by our Compensation Committee, which is composed entirely of independent directors.
 
  •  Taken together, the proposed increases to the number of shares available for issuance under the plan and our 2003 Stock Option Plan, both of which have been approved by our Compensation Committee, subject to shareholder approval, represent approximately 2.0% of our Class A common shares, Class A Special common shares and Class B common shares outstanding (“CSO”) as of the close of business on March 4, 2009, the record date.
 
  •  Taken together, the plan and our 2003 Stock Option Plan, as well as our 2002 Stock Option Plan and Broadband Adjustment Plan (under each of which shares remain outstanding but no additional shares may be granted), give rise to dilution of 8.8% of CSO as of December 31, 2008. Our run rate for 2008 (the percentage of CSO that were granted in 2008) was 1.2% of CSO as of December 31, 2008.
 
  •  Approximately 10,000 employees received grants under the plan in 2008, including almost all exempt employees with an annual base salary of at least $71,000.
 
  •  The proposed increase in the maximum permitted award that may be granted under the plan to any individual in one calendar year represents the first such increase since shareholder approval in 2004 of the original 1,000,000 RSU or restricted share limit. The limit has only been increased since such date due to an automatic adjustment to 1,500,000 RSUs or restricted shares as a result of our 2007 stock split. The aggregate value of 2,000,000 RSUs, based on the fair market value of our Class A common stock on March 4, 2009, is less than the aggregate value of 1,500,000 RSUs, based on the fair market value of our Class A common stock on the date our shareholders approved the original limit in 2004.


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  •  Awards granted under the plan in 2008 to our named executive officers are subject to performance-based vesting measures. We note that Mr. Block was not a named executive officer at the time grants were made under the plan in 2008.
 
  •  For awards granted under the plan, including those subject to performance-based vesting measures, dividends are not paid on the awards until the awards vest.
 
  •  The vesting of our awards to all eligible employees, including our named executive officers, is back-end weighted. Specifically, they generally vest over five years as follows: 15% on each of the first four anniversaries of the date of grant and an additional 40% on the fifth-year anniversary of the date of grant.
 
  •  We have an incentive compensation recoupment policy that may require reimbursement by an executive officer or former executive officer of vested and unvested awards granted under the plan on or after March 1, 2007 if it is determined by our Board that gross negligence, intentional misconduct or fraud by such executive officer or former executive officer caused or partially caused the restatement of all or a portion of our financial statements. Information on our incentive compensation recoupment policy can be found in “Compensation Discussion and Analysis — Other Considerations — Recoupment Policy” on page 48.
 
  •  We have a stock ownership policy for members of our senior management, including our named executive officers. This policy is designed to increase the executives’ ownership stakes in the Company and align their interests with the interests of our shareholders. “Ownership” for purposes of this policy is defined to include, among other things, 60% of the deferred shares, and 100% of shares acquired, under the plan. Information on our stock ownership policy can be found in “Compensation Discussion and Analysis — Emphasis on Long-Term Stock Ownership — Stock Ownership Guidelines” on page 46.
 
In accordance with applicable NASDAQ Global Select Market rules and to satisfy certain requirements under the Code, our Board is asking shareholders to approve the plan as so amended and restated. If the plan, as amended and restated, is not approved, we will not be able to make the proposed additional 7,500,000 shares available for issuance under the plan, we will not increase the maximum permitted annual award under the plan to 2,000,000 RSUs or restricted shares, and the plan will expire on May 13, 2018; the plan will otherwise remain in effect.
 
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