EX-10 25 exhibit10-23.txt EXHIBIT 10.23 Exhibit 10.23 AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN COMCAST CORPORATION AND JULIAN A. BRODSKY ----------------------------------------- This Amendment is made as of this 18th day of November, 2002, by and between Comcast Corporation, a Pennsylvania corporation (the "Company"), and Julian A. Brodsky ("Brodsky"). RECITALS -------- WHEREAS, Brodsky and the Company entered into an Employment Agreement dated as of May 1, 2002 (the "Agreement"); and WHEREAS, the Company desires to modify the provisions of the Agreement concerning the establishment of a trust as provided therein and other matters; and WHEREAS, Brodsky is agreeable to accepting the Company's proposed modifications to the Agreement; NOW THEREFORE, in consideration of the foregoing and of the provisions set forth herein, the parties agree as follows: 1. The parties acknowledge that the occurrence of the merger (the "Merger") between the Company and a subsidiary of AT&T Comcast Corporation ("AT&T Comcast") (which, effective immediately following the consummation of the Merger, is changing its name to "Comcast Corporation"), as contemplated by the Agreement and Plan of Merger, dated as of December 19, 2001 (as amended from time to time, the "Merger Agreement"), among the Company, AT&T Comcast, AT&T Corp., and certain other related parties, will result in a Change of Control as defined in the Agreement. Pursuant to Section 3.9 of the Agreement, the Company is required, prior to the occurrence of a Change of Control, to establish the Trust (as defined in the Agreement), and is further required, upon and after the occurrence of a Change of Control, to contribute certain assets to the Trust. Brodsky hereby waives the requirements that the Company so form and contribute assets to the Trust as a result of the Merger; provided that (a) Brodsky may at any time, by notice to the Company, require the Company to form and contribute assets to the Trust and (b) if Brodsky gives such notice, the Company, as promptly as practicable (and in any event within 30 days) thereafter, shall (i) form the Trust in accordance with Section 3.9 of the Amended Agreement, (ii) contribute to the Trust the funds and other assets which the Company would be required to contribute pursuant to the Agreement if a Change of Control occurred on the date of such notice, and (iii) thereafter contribute such additional assets as may be required by the Agreement as if the waiver made hereby had not been made. 2. Section 8.3 of the Agreement is amended by adding the following at the end thereof: In any case where this Agreement provides for a determination to be made or instruction to be given by Brodsky, such determination or instruction made or given after his death shall be made or given by the foregoing persons as their interests may appear; provided that, if it is impractical to give effect to separate determinations or instructions, the determination or instruction given by such of the foregoing as shall then have the greatest interest, as determined by the Company in its reasonable discretion, shall control. 3. As contemplated by Section 9.14 of the Merger Agreement, and pursuant to Section 8 of the Agreement, upon consummation of the Merger, AT&T Comcast, as the successor to the Company, will be bound by the Agreement, as amended hereby (together, the -2- "Amended Agreement"), and will perform the Amended Agreement, in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. To give effect thereto, and as further contemplated by Section 9.14 of the Merger Agreement, upon and following consummation of the Merger: When used in the Amended Agreement to refer to a period or action to be taken or other event occurring after consummation of the Merger, (a) the term "Company" shall be deemed to refer to AT&T Comcast (which shall include, for all purposes of this Section 3, its successors as provided in Section 8 of the Amended Agreement); (b) the terms "Board" and "Committee" shall be deemed to refer, respectively, to the Board of Directors of AT&T Comcast and the Compensation Committee of such Board; (c) the term "Subcommittee" shall be deemed to refer to the Subcommittee on Performance-Based Compensation of the Compensation Committee, if such Subcommittee exists, or, if such Subcommittee does not exist, such other subcommittee of the Compensation Committee as shall perform the functions heretofore performed by the Subcommittee on Performance-Based Compensation of the Company's Compensation Committee, or, if there is no such other subcommittee, the full Compensation Committee; and (d) by signing this Amendment where indicated below AT&T Comcast hereby assumes the Company's obligations to Brodsky under the Amended Agreement. -3- 4. Except as amended hereby, the Amended Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. Comcast Corporation By: ------------------------------------- ------------------------------------------ Julian A. Brodsky Agreed to and acknowledged by: AT&T Comcast Corporation By: ------------------------------------- -4-