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Exhibit 10a
VERIZON COMMUNICATIONS
INC. LONG-TERM INCENTIVE PLAN
RESTRICTED 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 restricted stock
units (“RSUs”) 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 restricted stock unit award in the form of RSUs
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 RSUs 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 RSUs
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 RSUs 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 RSUs is accepted by the Participant, he or she will not be
entitled to this grant of RSUs 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 RSUs as specified in their
account under the 2008 RSU grant, administered by Fidelity
Investments or any successor thereto (“Fidelity”). A
RSU is a hypothetical share of Verizon’s common stock. The
value of a RSU 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 RSU 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 RSUs 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 RSUs or fractions thereof
shall be added to the Participant’s RSU 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 RSUs 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 RSUs only if the Participant is
continuously employed by the Company or a Related Company (as
defined in paragraph 13) from the date the RSUs are granted through
the end of the Award Cycle, except as otherwise provided in
paragraph 7 (“Early Cancellation/Accelerated Vesting of
RSUs”) or as otherwise provided by the Committee. For
purposes of these RSUs, “Award Cycle” shall mean the
three-year period beginning on January 1, 2008, and ending at
the close of business on December 31, 2010.
(b) 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(a). If the Participant
transfers employment pursuant to this paragraph 5(b), 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 RSUs (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 RSUs
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 RSU, the RSU 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 RSUs. Subject to the provisions of paragraph 7(c)
and 5, RSUs 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 RSUs 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 (as may be amended) 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 RSUs shall vest (without
prorating the award) without regard to the three-year continuous
employment requirement set forth in paragraph 5(a), 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 RSUs 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 RSUs shall vest and be payable immediately (without
prorating the award) without regard to the three-year continuous
employment requirement in paragraph 5(a); 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 RSUs 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 RSUs. 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 RSUs 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 RSUs if the change would have a material
adverse effect upon the RSUs 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, 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 RSUs shall
not be assigned, pledged or transferred except by will or by the
laws of descent and distribution. During the Participant’s
lifetime, the RSUs 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 RSU agreement shall
not entitle the Participant to any other benefits under the Plan or
any other plans maintained by the Company or a 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 of less than 50
percent but which, in the discretion of the Committee, is treated
as a Related Company for purposes of this Agreement.
14. Employment Status. The grant
of the RSUs shall not be deemed to constitute a contract of
employment for a particular term between the Company or a Related
Company and the Participant, nor shall it constitute a right to
remain in the employ of any such Company or Related
Company.
15. Withholding. The Participant
acknowledges that he or she shall be responsible for any taxes that
arise in connection with this grant of RSUs, and the Company shall
make such arrangements as it deems necessary for withholding of any
taxes it determines are required to be withheld pursuant to any
applicable law or regulation.
16. Securities Laws. The Company
shall not be required to make payment with respect to any shares of
common stock prior to the admission of such shares to listing on
any stock exchange on which the stock may then be listed and the
completion of any registration or qualification of such shares
under any federal or state law or rulings or regulations of any
government body that the Company, in its discretion, determines to
be necessary or advisable.
17. Committee Authority. The
Committee shall have complete discretion in the exercise of its
rights, powers, and duties under this Agreement. Any interpretation
or construction of any provision of, and the determination of any
question arising under, this Agreement shall be made by the
Committee in its discretion, as described in paragraph 9. The
Committee and the Audit Committee may designate any individual or
individuals to perform any of its functions hereunder and utilize
experts to assist in carrying out their duties
hereunder.
18. Successors. This Agreement
shall be binding upon, and inure to the benefit of, any successor
or successors of the Company and the person or entity to whom the
RSUs may have been transferred by will, the laws of descent and
distribution, or beneficiary designation. All terms and conditions
of this Agreement imposed upon the Participant shall, unless the
context clearly indicates otherwise, be deemed, in the event of the
Participant’s death, to refer to and be binding upon the
Participant’s heirs and beneficiaries.
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