Exhibit
10f
CONSULTANT AGREEMENT
This Consultant Agreement (the “Agreement”), effective
as of August 1, 2009, is made by and between Verizon
Communications Inc. (the “Company”) and Doreen A. Toben
(the “Consultant”).
1. Consulting Services
. The Company hereby retains the Consultant to provide
assistance in connection with the Company’s agreement to
spin-off and merge its North Central Area Region with Frontier
Communications and to provide other consulting services in which
the Consultant has specific knowledge and expertise
(“Consulting Services”). Consulting Services will
include, but shall not be limited to, providing advice and
consultation to the Company.
2. Term of Agreement
. This Agreement will begin on the effective date
written above and continue for one year from the effective date, at
which time the Agreement will terminate by its terms.
3. Compensation . The
Consultant shall be compensated at a rate of $125,000 per month for
each month that this Agreement remains in effect and in which the
Consultant performs Consulting Services under this Agreement on
behalf of the Company. In addition, the Consultant will be
reimbursed for all reasonable expenses incurred with respect to the
performance of any duties under this Agreement upon presentation of
acceptable documentation evidencing such expenses.
4. Performance Standard
. The Consultant shall perform all Consulting Services
provided hereunder to the satisfaction of the Company.
Consultant’s contact at the Company shall be John Killian,
Executive Vice President and Chief Financial Officer, at the
address set out in Paragraph 11 (“Notices”).
5. Performance Schedule and
Availability . The Consultant will be required to be
available to the Company on a reasonable basis in order to perform
the Consulting Services under this Agreement. The Company shall
provide reasonable advance notice of any meetings and conferences
that require the Consultant’s attendance.
6. Delegation and Assignment
. The Consultant recognizes that the Company’s
primary reason for entering into this Agreement is to benefit from
her personal services and that she is central to the performance of
this Agreement. The Consultant may not assign, subcontract or
delegate the performance of the Consulting Services or other duties
under this Agreement.
7. Independent Contractor
. Both the Company and the Consultant agree that the
Consultant will act as an independent contractor with respect to
the Company in the performance of the Consulting Services under
this Agreement. Accordingly, the Consultant acknowledges that she
will not be eligible for any benefits provided by the Company to
its employees. The Consultant shall be solely responsible for
arranging withholding and payment of all taxes arising out of the
Consultant’s activities in accordance with this Agreement.
The Consultant shall not represent directly or indirectly that she
is an agent or legal representative
of the Company, nor
shall the Consultant incur any liabilities or obligations of any
kind in the name of or on behalf of the Company except as
specifically authorized in writing by the Company. While this
Agreement is in effect, the Consultant shall comply with all
applicable terms and conditions of the Verizon Code of Conduct. In
addition, the Consultant shall comply with all applicable federal,
state, and local laws, ordinances and regulations.
8. Confidential Information
. It is understood that, during the performance of this
Agreement, information will be communicated to the Consultant of a
highly privileged or confidential nature. This information is the
property of the Company, and the Consultant agrees that she will
not use, directly or indirectly, any such information for her
benefit or the benefit of any third party. The Consultant further
agrees that she will not make any oral or written disclosure of
such information, except as expressly authorized by the Company.
Upon termination, cancellation, or expiration of this Agreement, or
upon request by the Company, the Consultant shall return all
repositories of confidential and proprietary information, in
whatever form, to the Company and shall not retain copies or other
records of such information. In addition, the Consultant agrees to
continue to comply with all of the obligations contained in her
Long-Term Incentive Agreements during the period of time that she
is providing Consulting Services under this Agreement and for an
additional one-year period after the end of this Agreement.
9. Conflicts of Interest
. The Consultant agrees to refrain from accepting or
conducting assignments from any person, firm or company during the
term of this Agreement which would conflict with or impair an
unbiased performance of the Consulting Services or other duties
under this Agreement.
10. Default . If either
party fails to perform any material obligation under this Agreement
or violates any material term or condition of this Agreement, and
such failure or violation is not cured within ten (10)
