Exhibit 10b
VERIZON COMMUNICATIONS INC.
LONG-TERM INCENTIVE PLAN
PERFORMANCE STOCK UNIT
AGREEMENT
2009–11 AWARD
CYCLE
AGREEMENT between Verizon
Communications Inc. (“Verizon” or the
“Company”) and you (the “Participant”) and
your heirs and beneficiaries.
1. Purpose of
Agreement. The purpose of
this Agreement is to provide a grant of performance stock units
(“PSUs”) to the Participant.
2. Agreement.
This Agreement is entered into
pursuant to the 2001 Verizon Communications Inc. Long-Term
Incentive Plan (the “Plan”), and evidences the grant of
a performance stock unit award in the form of PSUs pursuant to the
Plan. In consideration of the benefits described in this Agreement,
which Participant acknowledges are good, valuable and sufficient
consideration, the Participant agrees to comply with the terms and
conditions of this Agreement, including the participant’s
obligations and restrictions set forth in Exhibit A to this
Agreement (the “Participant’s Obligations”),
which are incorporated into and are a part of the Agreement. The
PSUs and this Agreement are subject to the terms and provisions of
the Plan. By executing this Agreement, the Participant agrees to be
bound by the terms and provisions of the Plan and this Agreement,
including but not limited to the Participant’s Obligations.
In addition, the Participant agrees to be bound by the actions of
the Human Resources Committee of Verizon Communication’s
Board of Directors or any successor thereto (the
“Committee”), and any designee of the Committee (to the
extent that such actions are exercised in accordance with the terms
of the Plan and this Agreement). If there is a conflict between the
terms of the Plan and the terms of this Agreement, the terms of
this Agreement shall control.
3. Contingency.
The grant of PSUs is contingent on
the Participant’s timely acceptance of this Agreement and
satisfaction of the other conditions contained in it. Acceptance
shall be through execution of the Agreement as set forth in
paragraph 21. If the Participant does not accept this Agreement by
the close of business on April 30, 2009, the Participant shall
not be entitled to this grant of PSUs regardless of the extent to
which the vesting requirements in paragraph 5
(“Vesting”) are satisfied. In addition, to the extent a
Participant is on a Company approved leave of absence, including
but not limited to short-term disability leave, at the time this
grant of PSUs is accepted by the Participant, he or she will not be
entitled to this grant of PSUs until such time as he or she returns
to active employment with Verizon or a Related Company (as defined
in paragraph 13).
4. Number of Units.
The Participant is granted the
number of PSUs as specified in the Participant’s account
under the 2009 PSU grant, administered by Fidelity Investments or
any successor thereto (“Fidelity”). A PSU is a
hypothetical share of Verizon’s common stock. The value of a
PSU on any given date shall be equal to the closing price of
Verizon’s common stock on the New York Stock Exchange
(“NYSE”) as of such date. A Dividend Equivalent Unit
(“DEU”) or fraction thereof shall be added to each PSU
each time that a dividend is paid on Verizon’s common stock.
The amount of each DEU shall be equal to the corresponding dividend
paid on a share of Verizon’s common stock. The DEU shall be
converted into PSUs or fractions thereof based upon the closing
price of Verizon’s common stock traded on the NYSE on the
dividend payment date of each declared dividend on Verizon’s
common stock, and such PSUs or fractions thereof shall be added to
the Participant’s PSU balance. To the extent that Fidelity or
the Company makes an error, including but not limited to an
administrative error with respect to the number or value of the
PSUs granted to the Participant under this Agreement, the DEUs
credited to the Participant’s account or the amount of the
final award payment, the Company or Fidelity specifically reserves
the right to correct such error at any time and the Participant
agrees that he or she shall be legally bound by any corrective
action taken by the Company or Fidelity.
5. Vesting.
(a) General.
The Participant shall vest in the
PSUs to the extent provided in paragraph 5(b) (“Performance
Requirement”) only if the Participant satisfies the
requirements of paragraph 5(c) (“Three-Year Continuous
Employment Requirement”), except as otherwise provided in
paragraph 7 (“Early Cancellation/Accelerated Vesting of
PSUs”).
(b) Performance
Requirement.
(1) General. The PSUs
shall become payable based on the total shareholder return
(“TSR”) of Verizon’s common stock during the
three-year period beginning January 1, 2009, and ending at the
close of business on December 31, 2011 (the “Award
Cycle”), relative to the TSR of the companies (other than
Verizon) in the Dow Jones Industrial Average (Dow) Index and also
including the four largest industry companies that are not in the
Dow during the same three-year period. The companies (other than
Verizon) in the Dow, together with the four largest industry
companies that are not in the Dow, are collectively referred to as
the “Related Dow Peers.” No PSUs shall become payable
unless the Committee determines that certain threshold performance
requirements have been satisfied. The formula for determining the
total number of PSUs that may become payable (the “Payout
Formula”) will equal the number of PSUs that the Participant
is granted as described in paragraph 4 (plus any additional PSUs
added with respect to DEUs credited over the Award Cycle)
times the Verizon Vested Percentage (as defined below). For
example, if (a) the Participant is granted 1,000 PSUs, and
(b) those PSUs are credited with an additional 200 PSUs as a
result of DEUs paid over the Award Cycle, and (c) the Verizon
Vested Percentage is 75%, the Participant will vest in (1,000 PSUs
+ 200 PSUs from DEUs) times 75%, or 900 PSUs, which shall be
payable in cash as described in paragraph 6.
(2) Definitions. For
purposes of the performance requirement and Payout Formula set
forth in paragraph 5(b)(1)—
(i) “Verizon Vested
Percentage” shall be an amount (between 0% and 200%), which
is based on Verizon’s Relative TSR Position, as provided in
the following table:
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|
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Verizon Relative TSR
Position
|
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Verizon Vested Percentage
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1 through 4
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200%
|
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5 through 8
|
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175%
|
|
9 through 12
|
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150%
|
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13 through 16
|
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100%
|
|
17 through 21
|
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75%
|
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22 through 25
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50%
|
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26 through 34
|
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0%
|
(ii) “Verizon Relative TSR
Position” shall be based upon Verizon’s rank during the
Award Cycle among the Related Dow Peers in terms of TSR. The
Committee retains the discretion to determine the Verizon Vested
Percentage and the Verizon Relative TSR Position for any period and
the Committee also retains the discretion to substitute, add or
eliminate the additional industry companies that are not in the Dow
but are included in the Related Dow Peers. The Committee will make
adjustments for any changes made to the Dow during the Award
Cycle.
(iii) “TSR” or
“Total Shareholder Return” shall mean the change in the
price of a share of common stock from the beginning of a period
until the end of such period (the “Measurement
Period”), adjusted to reflect the reinvestment of dividends
(if any) and as may be necessary to take into account stock splits
or other events similar to those described in Section 4.3 of
the Plan. Measurement Periods may vary between and/or during an
Award Cycle, and may or may not be coextensive with the Award
Cycle. The Committee retains the discretion to determine and to
change the Measurement Periods which shall be used to calculate
TSRs for the Award Cycle, both before and during the Award
Cycle.
(c) Three-Year Continuous
Employment Requirement. Except as otherwise determined by the Committee,
or except as otherwise provided in paragraph 7(b) or 7(c), the PSUs
shall vest only if the Participant is continuously employed by the
Company or a Related Company (as defined in paragraph 13) from the
date the PSUs are granted through the end of the Award
Cycle.
(d) Transfer.
Transfer of employment from Verizon
to a Related Company, from a Related Company to Verizon, or from
one Related Company to another Related Company shall not constitute
a separation from employment hereunder, and service with a Related
Company shall be treated as service with the Company for purposes
of the three-year continuous employment requirement in paragraph
5(c). If the Participant transfers employment pursuant to this
paragraph 5(d), the Participant will still be required to satisfy
the definition of “Retire” under paragraph 7 of this
Agreement in order to be eligible for the accelerated vesting
provisions in connection with a retirement.
6. Payment.
All payments under this Agreement
shall be made in cash. As soon as practicable after the end of the
Award Cycle (but in no event later than March 15, 2012),
except as described in paragraph 7(c), the value of the vested PSUs
(minus any withholding for taxes) shall be paid to the Participant
(subject, however, to any deferral application that the Participant
has made under the deferral plan (if any) then available to the
Participant). The amount of cash that shall be paid (plus
withholding for taxes and any applicable deferral amount) shall
equal the number of vested PSUs (as provided in paragraph 5(b))
times the closing price of Verizon’s common stock on
the NYSE as of the last trading day in the Award Cycle (or the
closing price on the effective date of the Change in Control, in
the case of a payment made under paragraph 7(c)). If the
Participant dies before any payment due hereunder is made, such
payment shall be made to the Participant’s beneficiary, as
designated under paragraph 11. Once a payment has been made with
respect to a PSU, the PSU shall be canceled; however, all other
terms of the Agreement, including but not limited to the
Participant’s Obligations, shall remain in effect.
7. Early Cancellation/Accelerated
Vesting of PSUs. Subject
to the provisions of paragraph 7(c) and 5, PSUs may vest or be
forfeited before vesting as follows:
(a) Retirement Before
July 1, 2009, Voluntary Separation On or Before
December 31, 2011 or Discharge for Cause On or Before
December 31, 2011.
(1) If the Participant
(i) Retires (as defined in paragraph 7(b)(4)) before
July 1, 2009, (ii) quits on or before December 31,
2011, (iii) is terminated for Cause (as defined below) on or
before December 31, 2011 (even if otherwise eligible to
Retire), or (iv) separates from employment on or before
December 31, 2011 under circumstances not described in
paragraph 7(b), all then-unvested PSUs shall be canceled
immediately and shall not be payable.
(2) For purposes of this Agreement,
“Cause” means (i) grossly incompetent performance
or substantial or continuing inattention to or neglect of the
duties and responsibilities assigned to the Participant; fraud,
misappropriation or embezzlement; or a material breach of the
Verizon Code
of Conduct or any of the
Participant’s Obligations set forth in Exhibit A to this
Agreement, all as determined by the Executive Vice President
– Human Resources of Verizon (or his or her designee) in his
or her discretion, or (ii) commission of any felony of which
the Participant is finally adjudged guilty by a court of competent
jurisdiction.
(b) Retirement After
June 30, 2009, Involuntary Termination Without Cause On or
Before December 31, 2011, Termination Due to Death or
Disability On or Before December 31, 2011.
(1) This paragraph 7(b) shall apply
if the Participant:
(i) Retires (as defined below) after
June 30, 2009, or
(ii) Separates from employment by
reason of an involuntary termination without Cause (as determined
by the Executive Vice President – Human Resources of Verizon
(or his or her designee)), death, or disability (as defined below)
on or before the last day of the Award Cycle.
“Disability” shall mean the total and permanent
disability of the Participant as defined by, or determined under,
the Company’s long-term disability benefit plan.
(2) If the Participant separates
from employment prior to the end of the Award Cycle under
circumstances described in paragraph 7(b)(1), the
Participant’s then-unvested PSUs shall be subject to the
vesting provisions set forth in paragraph 5(a) (without prorating
the award), except that the three-year continuous employment
requirement set forth in paragraph 5(c) shall not apply, provided
that the Participant has not and does not commit a material breach
of any of the Participant’s Obligations and provided that the
Participant executes, within the time prescribed by Verizon, a
release satisfactory to Verizon waiving any claims he or she may
have against Verizon and any Related Company.
(3) Any PSUs that vest pursuant to
paragraph 7(b)(2) shall be payable as soon as practicable after the
end of the Award Cycle (but in no event later than March 15,
2012), except as described in paragraph 7(c).
(4) For purposes of this Agreement,
“Retire” means (i) to retire after having attained
at least 15 years of vesting service (as defined under the
applicable Verizon tax-qualified 401(k) savings plan) and a
combination of age and years of vesting service that equals or
exceeds 75 points, or (ii) retirement under any other
circumstances determined in writing by the Executive Vice President
– Human Resources of Verizon (or his or her designee),
provided that, in the case of either (i) or (ii) in this
paragraph, the retirement was not occasioned by a discharge for
Cause.
(c) Change in Control.
Upon the occurrence of a Change in
Control of Verizon (as defined in the Plan) on or before the last
day of the Award Cycle, all then-unvested PSUs shall vest and be
payable immediately (without prorating the award) by applying a
Verizon Vested Percentage of 100% to all then-unvested PSUs without
regard to the performance requirement in paragraph 5(b) or the
three-year continuous employment requirement in paragraph 5(c);
however, all other terms of the Agreement, including but not
limited to the Participant’s Obligations, shall remain in
effect. A Change in Control that occurs after the end of the Award
Cycle shall have no effect on whether any PSUs vest or become
payable. A Participant who receives the immediate payment provided
in this paragraph 7(c) shall be entitled to receive payment for all
DEUs earned before the Change in Control, even if such DEUs are
paid or payable after the Change in Control.
(d) Vesting Schedule.
Except and to the extent provided in
paragraphs 7(b) and (c), nothing in this paragraph 7 shall alter
the vesting schedule prescribed by paragraph 5.
8. Shareholder Rights. The Participant shall have no rights as a
shareholder with respect to the PSUs. Except as provided in the
Plan or in this Agreement, no adjustment shall be made for
dividends or other rights for which the record date occurs while
the PSUs are outstanding.
9. Amendment of
Agreement. Except to the
extent required by law or specifically contemplated under this
Agreement, neither the Committee nor the Executive Vice President
– Human Resources of Verizon (or his or her designee) may,
without the written consent of the Participant, change any term,
condition or provision affecting the PSUs if the change would have
a material adverse effect upon the PSUs or the Participant’s
rights thereto. Nothing in the preceding sentence shall preclude
the Committee or the Executive Vice President – Human
Resources of Verizon (or his or her designee) from exercising
administrative discretion with respect to the Plan or this
Agreement, and the exercise of such discretion shall be final,
conclusive and binding. This discretion includes, but is not
limited to, corrections of any errors, including but not limited to
any administrative errors, determining the total percentage of PSUs
that become payable, and determining whether the Participant has
been discharged for Cause, has a disability, has Retired, has
breached any of the Participant’s Obligations set forth in
Exhibit A or has satisfied the three-year continuous employment
requirement.
10. Assignment.
The PSUs shall not be assigned,
pledged or transferred except by will or by the laws of descent and
distribution. During the Participant’s lifetime, the PSUs may
be deferred only by the Participant or by the Participant’s
guardian or legal representative in accordance with the deferral
regulations, if any, established by the Company.
11. Beneficiary.
The Participant shall designate a
beneficiary in writing and in such manner as is acceptable to the
Executive Vice President – Human Resources of Verizon (or his
or her designee). If the Participant fails to so designate a
beneficiary, or if no such designated beneficiary survives the
Participant, the Participant’s beneficiary shall be the
Participant’s estate.
12. Other Plans and
Agreements. Any payment
received (or deferred) by the Participant pursuant to this
Agreement shall not be taken into account as compensation in the
determination of the Participant’s benefits under any
pension, savings, life insurance, severance or other benefit plan
maintained by Verizon or a Related Company. The Participant
acknowledges that this Agreement or any prior PSU agreement shall
not entitle the Participant to any other benefits under the Plan or
any other plans maintained by the Company or Related
Company.
13. Company and Related
Company. For purposes of
this Agreement, “Company” means Verizon Communications
Inc. “Related Company” means (a) any corporation,
partnership, joint venture, or other entity in which Verizon
Communications Inc. holds a direct or indirect ownership or
proprietary interest of 50 percent or more, or (b) any
corporation, partnership, joint venture, or other entity in which
Verizon Communications Inc. holds a direct or indirect
ow