EXHIBIT 10j(i)
VERIZON COMMUNICATIONS INC.
LONG-TERM INCENTIVE PLAN
PERFORMANCE STOCK UNIT
AGREEMENT
2003-05 AWARD
CYCLE
AGREEMENT between Verizon
Communications Inc. (“Verizon”) and the participant
identified on the attached signature page (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 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 execution of
this Agreement and satisfaction of certain other conditions
contained herein. If the Participant does not execute this
Agreement and return it as provided on the attached signature page
within 30 business days of its receipt, the Participant shall not
be entitled to the PSUs.
4. Number of Units . The
Participant is granted the number of PSUs specified on the attached
signature page as of February 3, 2003. 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.
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Performance Stock Unit Agreement
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5. Vesting.
(a) 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, 2003, and ending December 31, 2005, 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—
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Relative TSR
Position
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Vested Percentage of PSUs
*
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Below 20%
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0%
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20%
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40%
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30%
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60%
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40%
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80%
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50%
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100%
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60%
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120%
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70%
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140%
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80% or more
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200%
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*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) 60% of the average annual
Verizon S&P 500 TSR Position during the Award Cycle, plus
(B) 40% of the average annual Verizon TPC TSR Position during
the Award Cycle. The Committee’s discretion to
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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, 2003 and
ending at the close of business on December 31,
2005.
(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 Verizon 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 Verizon for purposes of
the three-year continuous employment requirement in paragraph
5(c).
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6. Payment . All payments
under this Agreement shall be made in shares of Verizon’s
Common Stock, except for any fractional shares, which shall be paid
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 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 and
Discharge for Cause.
(1) If the Participant is not
eligible to Retire (as defined in paragraph 7(b)(5)) and quits, if
the Participant is terminated for Cause (as defined below), or if
the Participant 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 provision
incorporated in Exhibit A (“Covenants”) 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, 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
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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 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 15 th day of any month shall receive
credit for the full month, and a Participant who is not actively at
work through and including the 15 th day of the month shall not receive
any credit for that month.
(4) Any PSUs that vest pursuant to
this 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
shall vest and be payable immediately (without prorating of the
award) at 50% of the maximum award payout without regard to the
performance requirement in paragraph 5(b) or the three-year
continuous employment requirement in paragraph 5(c); provided,
however, that if the Participant terminates employment before the
Change in Control occurs under the circumstances described in
paragraph 7(b)(3), the immediately payable