AGREEMENT, made and entered into as of the 18th day of November, 2002 by and between AT&T Comcast
Corporation, a Pennsylvania corporation (together with its successors and assigns permitted under this
Agreement, the "Company"), and C. Michael Armstrong (the "Executive").
W I T N E S S E T H :
WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying the terms
of such employment (this "Agreement") and the Executive desires to enter into this Agreement and to accept such
employment, subject to the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other
good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive
(individually a "Party" and together the "Parties") agree as follows:
SECTION 1. Definitions.
(a) "Affiliate" of a person or other entity shall mean a person or other entity that directly or indirectly controls, is
controlled by, or is under common control with the person or other entity specified.
(b) "AT&T" shall mean AT&T Corp., a New York corporation.
(c) "Base Salary" shall mean the annual rate of salary provided for in
Section 4 below or any increased annual rate of salary granted to the Executive pursuant to Section 4.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Broadband" shall mean AT&T Broadband Corp., a Delaware corporation.
(f) "Cause" shall mean:
(i) the Executive is convicted of a felony involving the Executive's moral turpitude; or
(ii) the Executive is guilty of willful gross neglect or willful gross misconduct in carrying out his duties under this
Agreement, resulting, in either case, in material economic harm to the Company, unless the Executive believed in
good faith that such act or nonact was in the best interests of the Company.
(g) "Change in Control" shall mean the occurrence of any of the following eve