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Exhibit 10b
VERIZON COMMUNICATIONS
INC. LONG-TERM INCENTIVE PLAN
PERFORMANCE STOCK UNIT
AGREEMENT
2008–10 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, 2008, 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 their
account under the 2008 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 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 or the DEUs credited to your account, 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, 2008, and ending at the
close of business on December 31, 2010 (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 you are 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) you are 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%,
you 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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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% |
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9 through 12
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150% |
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13 through 16
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100% |
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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, 2011), 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 election) 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, 2008, Voluntary Separation On or Before
December 31, 2010 or Discharge for Cause On or Before
December 31, 2010.
(1) If the Participant
(i) Retires (as defined in paragraph 7(b)(4)) before
July 1, 2008, (ii) quits on or before December 31,
2010, (iii) is terminated for Cause (as defined below) on or
before December 31, 2010 (even if otherwise eligible to
Retire), or (iv) separates from employment on or before
December 31, 2010 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, 2008, Involuntary Termination Without Cause On or
Before December 31, 2010, Termination Due to Death or
Disability On or Before December 31, 2010.
(1) This paragraph 7(b) shall
apply if the Participant:
(i) Retires (as defined
below) after June 30, 2008, 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, 2011), 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 ownership or other proprietary interest
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