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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 Or 15(d) of
the
Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): December 27,
2007
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Comcast
Corporation
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(Exact
Name of Registrant
as
Specified in Charter)
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Pennsylvania
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(State
or Other Jurisdiction of Incorporation)
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001-32871
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27-0000798
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1500
Market Street
Philadelphia,
PA
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19102-2148
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (215)
665-1700
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 27, 2007, we entered into an agreement with Ralph J. Roberts, our
Chairman of the Executive and Finance Committee of the Board of Directors,
which
will be effective as of January 1, 2008. We entered into this
agreement in connection with the expiration of the term, on December 31, 2007,
of Mr. Roberts’ Compensation and Deferred Compensation Agreement (the
“Compensation Agreement”), which has been previously disclosed. The
new agreement clarifies and memorializes the parties’ intention that certain
provisions in the Compensation Agreement (including Mr. Roberts’ death and
disability benefits as well as his covenants relating to confidentiality,
non-disparagement and company property), continue on comparable terms following
the end of the term of the Compensation Agreement.
A
copy of
Mr. Roberts’ agreement is attached hereto as Exhibit 99.1.
In
our
Form 8-K filed November 28, 2006, we reported the decision by Mr. John R. Alchin
to retire as our Executive Vice President, Co-Chief Financial Officer and
Treasurer. Mr. Alchin’s retirement will be effective December 31,
2007. As previously reported Mr. Michael J. Angelakis became our
Executive Vice President and Co-Chief Financial Officer as of March 28, 2007
and
will become our Chief Financial Officer and Treasurer effective January 1,
2008.
Item
9.01(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Agreement
with Ralph J. Roberts dated December 27, 2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COMCAST
CORPORATION
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Date:
December
27, 2007
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By:
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/s/
Arthur R. Block
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Name:
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Arthur
R. Block
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Title:
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Senior
Vice President, General Counsel and Secretary
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Exhibit
99.1
AGREEMENT
This
AGREEMENT (the “Agreement”), dated
as of the 1st
day of January, 2008, is between COMCAST CORPORATION, a Pennsylvania corporation
(together with its subsidiaries, the “Company”) and RALPH J. ROBERTS
(“Employee”).
BACKGROUND
WHEREAS,
Employee has been an employee
of the Company since he founded the Company in 1969 and currently is Chairman
of
the Executive and Finance Committee of the Board of Directors; and
WHEREAS,
certain terms and conditions
of Employee’s employment with the Company are set forth in a Compensation and
Deferred Compensation Agreement, as amended and restated August 31, 1998, and
as
further amended August 19, 1999, June 5, 2001, January 24, 2002 and November
18,
2002 (the “Compensation Agreement); and
WHEREAS,
the Compensation Agreement’s
term ends December 31, 2007 and Employee shall continue to remain employed
by
the Company after the expiration of such term; and
WHEREAS,
the Compensation Committee of the Company’s Board of Directors has adopted a
resolution dated December 11, 2007 in order to confirm that certain terms and
benefits of the Compensation Agreement shall continue after the expiration
of
the term of the Compensation Agreement; and
WHEREAS,
the parties desire to clarify,
and memorialize their intention, that certain terms and benefits provided for
in
the Compensation Agreement continue following the end of its term.
NOW
THEREFORE, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. Death. If
Employee’s employment is terminated by reason of his death:
(a) During
each year for a period of five (5) years commencing with such termination of
Employee’s employment, the Company shall pay to Employee’s beneficiary (in
accordance with the Company’s payroll practices) an amount equal to Employee’s
annual base salary for 2007 (“Reference Base Salary”). As used in
this subsection (a), “Employee’s beneficiary” shall be such one or more
individuals, trusts or other entities (including but not limited to
organizations which are described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended) as Employee shall designate in a writing delivered
to
the Company prior to Employee’s death for that purpose and, if Employee
designates more than one beneficiary, then each such payment shall be paid
among
them in such manner as Employee specifies or, in the absence of such
specification,
then
in
equal parts; however, to the extent Employee fails to so designate a beneficiary
who survives Employee, then each such payment shall be paid to Employee’s
personal representatives. Any beneficiary designation may be amended
or revoked at any time prior to Employee’s death by filing a new beneficiary
designation with the Company. The provision of Section 8
of the Amendment to the Compensation Agreement dated June 5, 2001 shall apply
to
the amounts payable to Employee’s beneficiary under this subsection
(a).
(b) The
Company shall pay to Employee’s beneficiary (as determined pursuant to
subsection (a) above) any annual performance-based cash bonus with respect
to
any calendar year which has accrued to Employee on the basis of the Company’s
performance but which has not yet been paid. The provisions of
Section 8 of the Amendment to the Compensation Agreement dated June
5, 2001, shall apply to any amount otherwise payable to Employee’s beneficiary
under this subsection (b).
(c) The
Company shall provide Employee’s spouse (if she survives Employee), for her
lifetime, participation in all health and welfare benefit plans and programs
(including group medical, dental and other insurance) (collectively “Benefit
Plans”) as are available to the Company’s executive employees at Employee’s
level of base salary at the time of Employee’s death, in accordance with the
terms of, and on the same terms as (including cost) the Benefit
Plans. This subsection (c) shall not limit the Company’s right to
modify or discontinue any Benefit Plan at any time, provided no such action
may
adversely affect any of Employee’s surviving spouse’s vested
rights. Notwithstanding the foregoing, if Employee’s surviving spouse
is ineligible to participate in one or more of the Benefit Plans, the Company
shall reimburse her, on an after-tax basis (including taking into account taxes
on such reimbursement), for the incremental cost to her of obtaining comparable
coverages under a non-Company-sponsored policy or policies.
2. Disability.
(a) The
Company may terminate Employee’s employment, in accordance with the provisions
of applicable law, in the event Employee becomes substantially unable to perform
Employee’s duties due to partial or total disability or incapacity resulting
from a mental or physical illness, injury or other health-related cause
(“Disability”) for a period of six (6) consecutive months.
(b) During
any period of Employee’s Disability, Employee shall
continue to receive Employee’s then current base salary and remain eligible and
continue to participate in all Benefit Plans, unless and until Employee’s
employment is terminated pursuant to subsection (a) above. Following
any such termination, Employee shall: (i) for a period of five (5) years, be
paid an amount for each twelve month period therein equal to Employee’s
Reference Base Salary (in accordance with the Company’s payroll practices); and
(ii) continue to participate in all Benefit Plans (or alternative arrangements
if Employee is ineligible to participate) for his lifetime on the
basis set forth in Section 1(c).
(c) In
the event Employee dies before the end of the five (5) year period specified
in
subsection (b) above: (i) Employee’s beneficiary (as determined
pursuant to Section 1(a)) shall be paid the remaining Reference Base Salary
amounts for such period; and (ii) Employee’s spouse (if she survives Employee)
shall participate in all Benefit Plans (or alternative arrangements) on the
basis set forth in Section 1(c).
3. Confidentiality. During
Employee’s employment and at all times thereafter, Employee shall not, directly
or indirectly, use for Employee’s personal benefit, or disclose to or use for
the direct or indirect benefit of anyone other than the Company (except as
may
be required within the scope of Employee’s duties), any secret, confidential or
non-public information, knowledge or data of the Company or any of its
affiliates, employees, officers, directors or agents, which Employee acquires
in
the course of Employee’s employment, and which is not otherwise lawfully known
by the general public. Employee agrees that such information is the
exclusive property of the Company, and agrees that, immediately upon Employee’s
termination of employment, Employee shall deliver to the Company all
correspondence, documents, books, records, lists and other materials containing
such information that are within Employee’s possession or control, regardless of
the medium in which such materials are maintained; and Employee shall retain
no
copies thereof in any medium. Nothing herein shall prevent Employee
from complying with a valid subpoena or other legal requirement for disclosure
of information; provided that Employee shall use good faith efforts to notify
the Company promptly and in advance of disclosure if Employee believes Employee
is under a legal requirement to disclose information otherwise protected from
disclosure hereunder. Employee acknowledges that the restrictions
contained in this Section, in light of the nature of the businesses in which
the
Company is engaged and Employee’s position with the Company, are reasonable and
necessary to protect the legitimate interests of the Company, and that any
violation of these restrictions would result in irreparable injury to the
Company. Employee therefore agrees that, in the event of Employee’s
violation or threatened violation of any of these restrictions, the Company
shall be entitled to seek from any court of competent jurisdiction:
(i) preliminary and permanent injunctive relief against Employee;
(ii) damages from Employee (including the Company’s reasonable legal fees
and other costs and expenses); and (iii) an equitable accounting of all
compensation, commissions, earnings, profits and other benefits to Employee
arising from such violation; all of which rights shall be cumulative and in
addition to any other rights and remedies to which the Company may be
entitled.
4. Non-Derogatory
Statements. Employee agrees that during Employee’s employment and
for a period of ten (10) years thereafter, Employee shall not, in any
communication with any person or entity, including any actual or potential
employee, customer, consultant, independent contractor, investor, lender,
service provider or supplier of the Company, or any third party media outlet,
make any derogatory, disparaging, critical or negative statements – orally,
written or otherwise – against the Company or any of its directors, officers,
agents, employees, contractors or affiliates (or any of their respective
directors, officers, agents, employees or contractors).
5. Company
Property. Employee agrees that the Company owns, and is entitled
to receive all of the results and proceeds of, items produced or created by
Employee (including, without limitation, inventions, patents, copyrights,
trademarks, literary material and any other intellectual property), alone or
in
collaboration with others, that: (i) relate to the Company’s
businesses, if produced or created during Employee’s employment (whether during
or after working hours); or (ii) relate to any business, if produced or created
during working hours or using the Company’s information, materials or
facilities. Employee shall, at the request of the Company, execute
such documents as the Company may from time to time reasonably deem necessary
or
desirable to evidence, establish, maintain, protect, enforce and defend its
title in and right to any such items. In the event Employee fails or
is unable to execute any such documents, Employee hereby appoints the Company
as
Employee’s attorney-in-fact with the full right, power and authority to execute
and deliver the same, with full power of substitution and delegation, which
appointment shall be deemed a power coupled with an interest and shall be
irrevocable under any and all circumstances.
6.
Representations.
(a) Employee
represents that:
(i) Employee
has had the opportunity to retain and consult with legal counsel and tax
advisors of Employee’s choice regarding the terms of this
Agreement.
(ii) This
Agreement is enforceable against Employee in accordance with its
terms.
(iii) This
Agreement does not conflict with, violate or give rise to any rights of third
parties under, any agreement, benefit plan or program, order, decree or judgment
to which Employee is a party or by which Employee is bound.
(b)
The Company represents that:
(i) This
Agreement is enforceable against the Company in accordance with its
terms.
(ii) This
Agreement does not conflict with, violate or give rise to any rights to third
parties under, any agreement, order, decree or judgment to which the Company
is
a party or by which it is bound.
7. Successors.
(a) If
the Company merges into, or transfers all or substantially all of its assets
to,
or as part of a reorganization, restructuring or other transaction becomes
a
subsidiary of, another entity, such other entity shall be deemed to be the
successor to the Company hereunder, and the term “Company” as used herein shall
mean such other entity
as
is
appropriate, and this Agreement shall continue in full force and
effect.
(b) If
the Company transfers part of its assets to another entity owned by the
shareholders of the Company (or any substantial portion of them), or distributes
stock or other interests in a subsidiary or affiliate of the Company to the
shareholders of the Company (or any substantial portion of them), and Employee
is employed by the portion of the company or the entity so transferred, then
such other entity shall be deemed the successor to the Company hereunder, the
term “Company” as used herein shall mean such other entity, and this Agreement
shall continue in full force and effect; provided that Employee consents in
writing to the transfer of the obligations under this Agreement to such
entity.
8. Continuation
of Benefits. The Company and Employee acknowledge and confirm
that the company shall continue to be obligated to provide all benefits which,
under the terms of the Compensation Agreement, the Company is obligated to
provide following the expiration of the term of the Compensation Agreement,
in
accordance with the provisions thereof; no provision of this Agreement shall
be
interpreted as in any way limiting or impairing the continuation of those
benefits.
9. WAIVER
OF RIGHT TO TRIAL BY JURY. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE COMPANY AND EMPLOYEE HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER THEY OR THEIR HEIRS,
EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS
MAY
HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR RELATING TO THIS
AGREEMENT. BY WAIVING THE RIGHT TO A JURY TRIAL, NEITHER PARTY
IS WAIVING A RIGHT TO SUE THE OTHER; RATHER, THE PARTIES ARE SIMPLY WAIVING
THE
RIGHT TO HAVE A JURY DECIDE THE CASE.
10. Jurisdiction. Litigation
concerning this Agreement, if initiated by or on behalf of Employee, shall
be
brought only in a state court in Philadelphia County, Pennsylvania or federal
court in the Eastern District of Pennsylvania, or, if initiated by the Company,
in either such jurisdiction or in a jurisdiction in which Employee then resides
or works. Employee consents to jurisdiction in any such jurisdiction,
regardless of the location of Employee’s residence or place of
business. Employee and the Company irrevocably waive any objection,
including any objection to the laying of venue or based on the grounds of forum
non conveniens, which Employee or the Company may now or hereafter have to
the
bringing of any action or proceeding in any such
jurisdiction. Employee and the Company acknowledge and agree that any
service of legal process by mail constitutes proper legal service of process
under applicable law in any such action or proceeding. In any such
litigation, the prevailing party shall be entitled to reimbursement from the
other party for all costs of defending or maintaining such action, including
reasonable attorneys’ fees.
11. Governing
Law. This Agreement shall be interpreted and enforced in
accordance with the substantive law of the Commonwealth of Pennsylvania, without
regard to any choice-of-law doctrines.
12. Notices. All
notices referred to in this Agreement shall be given in writing and shall be
effective: (a) if given by fax, when transmitted to the number below
(with an appropriate confirmation received); or (b) if given by registered
or
certified mail, when received at the address below (with an appropriate receipt
received):
if
to the Company:
c/o
Comcast Corporation
1500
Market Street
Philadelphia,
PA 19102
Attention: General
Counsel
Fax:
(215) 981-7794; and
if
to Employee:
Employee’s
address and fax number as indicated in the Company’s records.
13. Binding
Effect; No Assignment. This Agreement shall be binding
on
and
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns, except that it may not be
assigned by either party without the other party’s written consent.
IN
WITNESS WHEREOF, the parties hereto
have executed and delivered this Agreement as of the date first-above
written.
| COMCAST CORPORATION | ||
| By: | /s/ Arthur R. Block | |
| Date: December 27, 2007 | ||
| EMPLOYEE: | ||
| /s/ Ralph J. Roberts | ||
| Ralph J. Roberts | ||
| Date: December 27, 2007 | ||