Comcast Equity Program - Fidelity Investments · stock options and restricted stock units under the...

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March 2017 Comcast Equity Program

Transcript of Comcast Equity Program - Fidelity Investments · stock options and restricted stock units under the...

March 2017

Comcast Equity Program

This brochure describing the Comcast Equity Program is not a legal document and does not apply to all employees. Please note that not all employees receive either or both types of awards.

This brochure provides highlights of the provisions that generally apply to awards of stock options and restricted stock units under the Comcast Equity Program. It is not intended to be a complete description of the program. Participants who receive awards should reference their stock option and restricted stock unit award documents and the stock option and restricted stock plan documents (available online at NetBenefits.com) for the specific provisions that apply to their awards. If there are any discrepancies between this brochure and the award documents or plan documents, the award documents and the plan documents will prevail. Participation in this program does not constitute a contract of employment, implied or otherwise, and does not provide, by implication or otherwise, for rights to receive additional awards of stock options or restricted stock units.

Eligibility .................................................................................................... 1

How Your Stock Options Work ................................................................ 1

Overview ......................................................................................................................1

Vesting ........................................................................................................................ 1

Exercising Your Options ........................................................................... 2

Net-Settled Options ...................................................................................................2

Exercise Methods, Descriptions, and Strategies .....................................................3

Taxes .......................................................................................................... 4

If Your Employment Ends ......................................................................... 5

Current Grants ............................................................................................................5

Older Grants ...............................................................................................................5

The Life Cycle of an Option ..................................................................... 6

How Your Restricted Stock Unit Award Works ....................................... 7

Overview ......................................................................................................................7

Vesting .........................................................................................................................8

Receiving Your Shares, and Taxes .............................................................................8

Dividend Equivalents .................................................................................................8

If Your Employment Ends ...........................................................................................8

The Life Cycle of Restricted Stock Units ................................................. 9

What’s Inside

How Your Stock Options Work

EligibilityExempt Comcast employees who meet the requisite salary eligibility criteria and exempt NBCUniversal employees who meet the requisite job level criteria are generally eligible to receive stock option awards and/or restricted stock unit awards under the Comcast Equity Program. However, grants of stock options and restricted stock units are made at the discretion of the Compensation Committee of the Board of Directors or its delegate.

While Comcast grants both stock option awards and restricted stock unit awards under the Comcast Equity Program, not all eligible employees who receive an award receive both types of awards.

Overview Your “net-settled” stock options give you the right to purchase a specific number of shares of Comcast Class A common stock in the future at a fixed price (the exercise price) and for a fixed period of time, as outlined in your stock option award document. How much value you ultimately receive from your options depends on the future price of Comcast stock. If the stock price goes up, above the exercise price, your options are “in the money” and the difference between that price and the exercise price will be your potential gain, reflecting the value of your options. However, if the stock price remains flat or falls below the exercise price, your options will have no value.

The exercise price (that is, the purchase price) never changes over the life of the option, even though the price of our stock changes constantly. If the stock price rises above the exercise price, you will be able to exercise your vested options to acquire shares at the lower exercise price. For example, if the exercise price, which was established when you received your options, is $35 and the market value rises to $40 over the term of the option, you have a potential $5 gain on each option you exercise. If the stock price falls below the exercise price, your options have no value.

The quarterly cash dividend paid by Comcast has no impact on your stock option grants.

Vesting Vesting is when you first have the right to exercise your options to purchase Comcast shares. Your options will generally vest over five years (provided that you continue in service through each vesting date), as follows:

• 40% on the second anniversary of the grant date • An additional 20% on each of the third, fourth, and fifth anniversaries

of the grant date

The grant date, exercise price, and vesting terms are outlined in your stock option award document.

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You can exercise some or all of your options once they’re vested. The term of your grant is 10 years, so these options will expire 10 years after the grant date (subject to your continued employment with the Company — see If Your Employment Ends on page 5).

Net-Settled Options When a stock option is exercised, payment of both the cost to exercise the option and any withholding taxes due is accomplished through share withholding. This is referred to as a “net-settled” stock option. In other words, when you exercise a net-settled stock option, you will receive a number of shares of Comcast Class A common stock equal to the number of options being exercised, less the number of shares (valued at their then market price) necessary to pay the exercise price and applicable withholding taxes. Thereafter, you can either hold or sell all or a portion of the net shares you received from the exercise on the open market for cash. If you sell, the cash will then be deposited into your account at Fidelity.

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Stock options can create value for you when the stock price rises above the exercise price. Here are some examples of what the potential value of vested stock options could be, as measured by the difference between the Comcast Class A common stock price and the exercise price. Please keep in mind that the stock prices shown are only illustrative. The actual stock price may be higher or lower at any time.

Growing ValueAssume 200 vested stock options and an exercise price of $35.00. Here’s how the value might grow:

$50.00

$45.00

$40.00

$35.00

$0.00

Potential Value (Pretax)

$0 $1,000 $2,000 $3,000

$1,000

$2,000

$3,000

Illus

trat

ive

Sto

ck P

rice

Exercise Price

Exercising Your Options

Exercise Methods, Descriptions, and Strategies Once your options have vested, here are the strategies that you can use when you are ready to exercise all or a portion of your “in the money” stock options.

Exercise Method Description and Strategies

Net

-Set

tled

Op

tion

Exercise-and-Net

Limit Orders

You can exercise your options and receive the resulting number of net shares (after purchase price and applicable withholding taxes). You can then choose to either:

1. Hold the net shares (“Cashless Hold”), or

2. Immediately sell all or a portion of the net shares (“Cashless Sell”)

You would choose the “Cashless Hold” exercise method to:

• Share in the ownership of Comcast and receive any dividends that may be paid

• Benefit financially should the Comcast stock price appreciate over time

You would choose the “Cashless Sell” exercise method to:

• Get cash from the net proceeds of your exercise

You may also choose to pre-establish a trigger price for a stock option exercise. Your “Cashless Sell” transaction is then automatically processed if/when the stock price reaches the pre-established trigger price. If the exercise is triggered, you will be notified by Fidelity.

If you wish to initiate this type of transaction, please contact a Fidelity Stock Plan Services Representative as follows:

• Participants located within the United States: call 1-800-544-9354.

• Participants located outside the United States: visit Fidelity.com/globalcall for dialing instructions.

Please note that this functionality is available only by phone. It is not available online.

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TaxesWe strongly recommend that you consult a personal tax advisor to discuss the tax treatment of your options. However, some general guidelines for federal taxes follow.

Your options under this program are nonqualified stock options. These options are not taxed at grant. If you exercise your options, ordinary income and FICA taxes will be due on the gain resulting from the difference between the market price at the time you exercise your options and the exercise price of your options. Comcast will record this gain and related tax withholding on your Form W-2.

When you dispose of the shares you acquired by exercising your options, capital gain or loss will be measured by the difference, if any, between the market price at the time of disposition and the market price at the time of exercise. The tax treatment depends on the length of time you held the shares. Your capital gain or loss will be long-term capital gain or loss if you hold the shares for more than one year from the exercise date, and short-term capital gain or loss if you hold the shares for one year or less from the exercise date. Capital gains and losses are reportable on Schedule D of your personal income tax return.

Note that because of fluctuations in the trading price of Comcast stock, an Exercise-and-Net transaction of a net-settled stock option, followed by an immediate sale of all or a portion of the net shares, may result in a slight difference between the market price of the shares at the time of exercise of the options and the market price of the shares when sold. Such a difference would result in a short-term capital gain or loss.

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Current Grants If your employment ends for any reason other than your death, disability, retirement or “cause,” you will forfeit any options that have not vested before your employment ends. You will then have 90 days to exercise any vested options, or until the expiration date of your options if the option term expires sooner.

If you die while actively employed by the Company or if you terminate employment because of disability, your options will vest in full. You or your successors-in-interest may exercise your options until the third anniversary of your termination of employment, or the expiration date of your options if the option term expires sooner.

If you terminate employment after you reach age 62 and complete 10 or more years of service with the Company (your “retirement”), your options will continue to vest for the three years following your retirement as if you had continued your active employment, and you may exercise your vested options for up to 39 months following your retirement‚ or until the expiration date of your options if the option term expires sooner. If, however, you breach any noncompetition or nonsolicitation obligation to the Company during the 39-month period following termination‚ the Company may cancel your options.

If your employment ends because of a Company-initiated termination for “cause,” all of your options, whether vested or unvested, will be forfeited.

All options expire on the day before the 10th anniversary of the date of the grant, regardless of whether or not your employment continues.

Older Grants The above employment termination rules generally apply to options granted on and after July 30, 2010. For outstanding Comcast options granted prior to July 30, 2010, there were different rules, as follows:

• Death — the rules are the same as the rules for options granted on or after July 30, 2010 (the “current rules”), except the continued exercisability period is one year (not three years).

• Disability — the rules are the same as the current rules for retirement. • Retirement — the rules are the same as the current rules.

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If Your Employment Ends

Here’s an overview of the life cycle of your stock option grant. Note that years in the chart below represent anniversaries from the date of your grant.

The Life Cycle of an Option

6

40% of options

vest

Additional20% of

options vest

Additional20% of

options vest

Grant Date

Expiration Date

Additional20% of

options vest

Exercise Period

YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR YEAR 1 2 3 4 5 6 7 8 9 10

Note: Vesting and the ability to exercise are subject to continued service. Please see If Your Employment Ends on page 5 for additional details.

How Your Restricted Stock Unit Award Works

Overview Your restricted stock unit (RSU) award gives you the right to receive a specific number of shares of Comcast Class A common stock in the future, as outlined in your restricted stock unit award document. Because restricted stock units, when vested, provide you with actual shares of stock, restricted stock retains value for you even if Comcast’s stock price does not appreciate. For example, if you are granted 100 restricted stock units when Comcast’s stock price is $35, your units have a potential worth of $3,500 at the date of grant. However, if the stock price increases to $40, your units have a potential worth of $4,000. Conversely, if the stock price declines to $30, your units have the potential worth of $3,000. In other words, your restricted stock unit award provides increasing potential value if the stock price increases, and flat or reduced value if the stock price stays the same or declines.

$50.00

$45.00

$40.00

$35.00

$30.00

$25.00

$20.00

$0.00

Illus

trat

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Sto

ck P

rice

$3,500 =$4,000

Growing ValueRestricted stock unit awards provide increasing potential value if the stock price increases, and flat or reduced value if the stock price stays the same or declines.

Assume 100 restricted stock units were granted when the stock price was $35.00.

Potential Value (Pretax)

$0 $2,000 $3,000 $4,000

Grant Date Value

$3,000

$2,500 $3,500 $4,500

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Vesting Vesting is your right to receive Comcast shares. Your restricted stock units will generally vest over five years, provided that you continue in service through the vesting dates — see If Your Employment Ends section below. Your shares will vest as follows:

• 15% on each of the first, second, third, and fourth anniversaries of the grant date • An additional 40% on the fifth anniversary of the grant date

Receiving Your Shares, and Taxes When your shares vest, Comcast will automatically deposit into your account at Fidelity the net number of shares equal to (1) the gross number of shares vesting, less (2) shares that must be withheld to satisfy your tax obligation. For example, if you have 15 shares vesting and your effective withholding tax rate is 33%, Comcast will deposit 10 shares into your account and withhold 5 shares to satisfy your tax obligation. (Note that Comcast will withhold at the minimum statutory tax withholding rates. Also, Comcast will round up the number of shares withheld for taxes to the next whole share amount and will credit your federal tax withholdings for this rounding.) The value of the shares vesting (15 shares in this example) and shares withheld to satisfy your tax obligation (5 shares in this example) will be included in your Comcast pay records and Form W-2 as taxable income and tax withholding, respectively. The values will be based on the closing stock price on the date of vesting.

Dividend Equivalents Generally, awards granted on and after March 1, 2015 include a dividend equivalents feature. If a dividend is paid on the Company’s common stock, unvested shares under your RSU awards will be credited with the cash amount of the dividend that would have been paid to you if your RSUs were instead actual shares of stock. This cash amount will be subject to the same vesting, termination, and forfeiture rules as the share award to which it relates. As the awards vest, the accumulated cash amount, less applicable tax withholding, will be paid into your account at Fidelity Stock Plan Services (without accrued interest).

For example, if you receive an award of 400 RSUs in March 2017, assuming a $0.63 annual dividend rate continues throughout the five-year vesting period of the award and subject to your continued employment, you would receive $882.00 in pretax dividend equivalent payments over the life of the award, as follows:

Year of Vesting Shares VestingYears of

DividendsAssumed Annual

DividendDividends on

Unvested RSUs

2018 60 1 $0.63 $37.80

2019 60 2 $0.63 $75.60

2020 60 3 $0.63 $113.40

2021 60 4 $0.63 $151.20

2022 160 5 $0.63 $504.00

TOTAL: $882.00

Using this example, after five years of similar grants (assuming the annual $0.63 annual dividend rate continues), the annual pretax dividend equivalents payment amount you would receive is $882.00.

Note: If you hold the net shares you receive from your RSU vestings, dividends will be payable on these shares in the same manner as payable to other stockholders.

If Your Employment EndsIf your employment ends for any reason other than your death or disability, you will forfeit any restricted stock units granted by Comcast that have not already vested. If you die while actively employed by the Company or if you terminate employment because of disability, restricted stock units which would otherwise have vested over the three years from the date of your death or disability (if you had remained an active employee) will vest in full. You will forfeit any other unvested restricted stock units.

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Here’s an overview of the life cycle of your restricted stock unit grant. Note that years in the chart below represent anniversaries from the date of your grant.

The Life Cycle of Restricted Stock Units

15% ofshares vest

Additional15% of

shares vest

Additional15% of

shares vest

Additional15% of

shares vest

Additional40% of

shares vest

YEAR YEAR YEAR YEAR YEAR 1 2 3 4 5

Grant Date

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Note: Vesting is subject to continued service. Please see If Your Employment Ends on page 8 for additional details.

655167.4.0 31453_01 COM-SOPRS-BRO-0217

This material has been prepared and distributed by Comcast Corporation, and Comcast Corporation is solely responsible for its accuracy. Comcast Corporation, NBCUniversal, and its affiliates are not associated with the administrator (or any Fidelity entity).

Stock plan recordkeeping and administrative services are offered through Fidelity Stock Plan Services, LLC.

One Comcast CenterPhiladelphia, PA 19103-2838