EXHIBIT 10j(ii)
VERIZON COMMUNICATIONS INC.
LONG-TERM INCENTIVE PLAN
PERFORMANCE STOCK UNIT
AGREEMENT
2004–06 AWARD
CYCLE
AGREEMENT between Verizon
Communications Inc. (“Verizon”) and you (the
“Participant”).
1. Purpose of Agreement. The purpose of this Agreement is to provide a
one-time grant of performance stock units (“PSUs”) to
the Participant.
2. Agreement. This Agreement is entered into pursuant to the
terms of the 2001 Verizon Communications Inc. Long-Term Incentive
Plan (the “Plan”), and evidences the grant of a
performance stock award in the form of PSUs pursuant to the Plan.
This Agreement is designed to comply with the requirements of
Section 162(m) of the Code and the Treasury Department
Regulations thereunder. The PSUs and this Agreement (including the
covenants set forth in Exhibit A (the “Covenants”),
which are incorporated into and shall be a part of the Agreement)
are subject to the terms and provisions of the Plan. (The
Participant may request a copy of the Plan from the Verizon
Compensation and Executive Benefits Department.) By executing this
Agreement, the Participant agrees to be bound by the terms and
provisions of the Plan, and by the actions of the Plan
Administrator, the Human Resources Committee of Verizon’s
Board of Directors or any successor thereto (the
“Committee”), and any designee of the
Committee.
3. Contingency. The grant of PSUs is contingent on the
Participant’s timely acceptance of this Agreement and
satisfaction of certain other conditions contained herein. If the
Participant does not properly accept (or revokes acceptance of)
this Agreement the Participant shall not be entitled to the
PSUs.
4. Number of Units. The Participant is granted the number of PSUs
specified on the cover letter provided in conjunction with this
Agreement. 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 as of such date. A
PSU does not represent an equity interest in Verizon and carries no
voting rights. 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 average of the high and low
sales prices of Verizon’s common stock traded on the New York
Stock Exchange 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.
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) The PSUs shall vest based
on the average annual total shareholder return (“TSR”)
of Verizon’s common stock during the three-year period
beginning January 1, 2004, and ending December 31, 2006,
relative to the combined weighted average annual TSR of the
companies in
the Standard & Poor’s
500 (“S&P 500 ® ”) Index and the companies in the Telecom
Peer Company (“TPC”) Index during the same three-year
period as provided in the following table:
|
|
|
|
|
Relative TSR
Position
|
|
Vested Percentage of
PSUs*
|
|
Below 20%
|
|
0%
|
|
20%
|
|
40%
|
|
30%
|
|
60%
|
|
40%
|
|
80%
|
|
50%
|
|
100%
|
|
60%
|
|
120%
|
|
70%
|
|
140%
|
|
80% or more
|
|
200%
|
*For amounts between 20% and 80%,
the vested percentage of PSUs shall equal twice the Relative TSR
Position (e.g., a Relative TSR Position of 52% equals a 104% vested
percentage). However, the Committee’s discretion to
administer the Plan includes the absolute discretion to reduce the
vested percentage of PSUs at any Relative TSR Position, and the
Committee’s exercise of this discretion shall be final,
conclusive and binding.
Note: No PSUs shall vest if the Relative TSR Position
is less than 20% and the maximum percentage of PSUs to vest shall
be 200%.
(2) For purposes of the table
set forth in paragraph 5(b)(1)—
(i) “Relative TSR
Position” shall equal (A) 40% of the average annual
Verizon S&P 500 TSR Position during the Award Cycle, plus
(B) 60% of the average annual Verizon TPC TSR Position during
the Award Cycle. The Committee’s discretion to administer the
Plan includes the absolute discretion to substitute or eliminate
companies in the Telecom Peer Index and determine the Relative TSR
Position for any period, and the Committee’s exercise of this
discretion shall be final, conclusive and binding.
(ii) “Verizon S&P 500 TSR
Position” shall be, as determined by the Committee,
Verizon’s rank among companies in the S&P 500 Index in
terms of TSR, expressed as a percentage equal to the number of
companies in the S&P 500 Index with a TSR less than or equal to
that of Verizon divided by the total number of companies in such
index.
(iii) “Verizon TPC TSR
Position” shall be, as determined by the Committee, where
Verizon would rank among companies in the Telecom Peer Company
Index in terms of TSR if Verizon were included in such index,
expressed as a percentage equal to the number of companies in the
TPC Index with a TSR less than or equal to that of Verizon divided
by the total number of companies in such index.
(iv) “TSR” or
“Total Shareholder Return” shall mean the change in the
price of a share of common stock from the beginning of a period (as
measured by the closing price of a share of such stock on the last
trading day preceding the beginning of the period) until the end of
such period (as measured by the closing price of a share of such
stock on the last trading day of the period), adjusted to reflect
the reinvestment of dividends (if any) through the purchase of
common stock 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.
(v) “Award Cycle” shall
mean the three-year period beginning on January 1, 2004, and
ending at the close of business on December 31,
2006.
(c) Three-Year Continuous
Employment Requirement. Except as otherwise determined by the Committee,
the PSUs shall vest only if the Participant is continuously
employed by the Company 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 (as defined in paragraph 13), 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).
6. Payment. All payments under this Agreement shall be made
in cash. As soon as practicable after the end of the Award Cycle,
except as described in paragraph 7(c), the value of the PSUs (minus
any withholding for income 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 and under procedures adopted by the Plan
Administrator). If the Participant dies before any payment due
hereunder is made, such payment shall be made to the
Participant’s beneficiary. Once a payment has been made with
respect to a PSU, the PSU shall be canceled.
7. Early Cancellation/Accelerated Vesting of
PSUs. Subject to the
provisions of paragraph 7(c), PSUs may vest or be forfeited before
vesting in accordance with paragraph 5 as follows:
(a) Voluntary Separation or
Discharge for Cause.
(1) If the Participant is not
eligible to Retire (as defined in paragraph 7(b)(5)) and
(i) quits, (ii) is terminated for Cause (as defined
below), or (iii) separates from employment 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 involving the Company; or a
material breach of the Code of Business Conduct or any of the
Covenants set forth in Exhibit A to this Agreement, all as
determined by the Plan Administrator in its discretion, or
(ii) commission of any felony of which the Participant is
finally adjudged guilty by a court of competent
jurisdiction.
(b) Retirement, Involuntary
Termination Without Cause, Death or Disability.
(1) This paragraph 7(b) shall apply
if, on or before the last day of the Award Cycle, the
Participant:
(i) Retires (as defined below),
or
(ii) Separates from employment by
reason of an involuntary termination without Cause (as determined
by the Plan Administrator), death, or disability.
(2) Subject to paragraph 7(b)(3), if
the Participant separates from employment 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), except that the three-year continuous
employment requirement set forth in paragraph 5(c) shall not apply,
provided that the Participant does not commit a material breach of
any of the Covenants and provided that the Participant executes a
release satisfactory to the Company waiving any claims he may have
against the Company.
(3) The Participant shall vest under
this paragraph 7(b) only in a percentage of the PSUs that would
otherwise have vested based upon the ratio of (i) the number
of months the Participant was actively at work during the Award
Cycle to (ii) the total number of months in the Award Cycle.
For this purpose, a Participant who is actively at work through and
including the 15th day of any month shall receive credit for the
full month, and a Participant who is not actively at work through
and including the 15th day of the month shall not receive any
credit for that month.
(4) Any PSUs that vest pursuant to
paragraph 7(b)(3) shall be payable as soon as practicable after the
end of the Award Cycle, except as described in paragraph 7(c).
However, the Plan Administrator’s discretion to administer
the Plan includes the absolute discretion to determine whether and
the extent to which the Participant is eligible to receive DEUs
with respect to dividends declared after the Participant’s
separation from employment, and the Plan Administrator’s
exercise of this discretion shall be final, conclusive and
binding.
(5) For purposes of this Agreement,
“Retire” means (i) to retire after having attained
at least 15 years of Net Credited Service (as defined under the
Verizon Management Pension Plan) and a combination of age and years
of Net Credited Service that equals or exceeds 75 points, or
(ii) retirement under any other circumstances determined in
writing by the Plan Administrator.
(c) Change in Control.
Upon the occurrence of a Change in
Control (as defined in the Plan) on or before the last day of the
Award Cycle, all then-unvested PSUs