Change in Control Event. The Human Resources Committee may terminate and liquidate the Plan within the thirty (30) days preceding or the twelve (12) months following a “change in control event” as defined in Treasury Regulation 1.409A-3(i)(5) provided that all plans or arrangements that would be aggregated with the Plan under section 409A of the Code are also terminated and liquidated with respect to each Participant that experienced the change in control event so that under the terms of the Plan and all such arrangements the Participant is required to receive all amounts deferred under such arrangements within twelve (12) months of the termination of the Plan or arrangement, as applicable. In the case of a change in control event which constitutes a sale of assets, the termination of the Plan pursuant to this [Section 9.3(b)] may be made with respect to the company that is primarily liable immediately after the change of control event for the payment of benefits under the Plan.

XX Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

Change in Control Event. Upon a Change in Control Event (as defined in the Plan), the acquiring or succeeding entity (or an affiliate thereof) shall assume each outstanding PSU such that, following the consummation of the Change in Control Event, the PSU confers the Participant with the right to receive, for each Share subject to the award, the consideration (whether cash, securities or other property) received by each holder of Common Stock immediately prior to the Change in Control Event (the "Replacement Award"), provided that # such Replacement Award shall vest solely based on the Participant's continued provision of services with the Company (as described on [Section 2(b)] hereof) until the last day of the performance period set forth on [Schedule 1] and shall not, for the avoidance of doubt, be subject to achievement of the performance goals set forth on [Schedule 1] and # the amount of cash, securities or other property subject to such Replacement Award shall be determined assuming that the number of shares subject to the PSU is equal to the target number of Shares issuable under this Agreement (as set forth on [Schedule 1]) for the performance period. In the event that the Participant's employment is terminated by either the Company or its successor without Cause or by the Participant for Good Reason (as such terms are defined in the Plan) within eighteen (18) months following a Change in Control Event, the remaining unvested portion of the Replacement Award shall become vested as of the date of the Participant's termination of employment. Notwithstanding the foregoing, in the event that the acquiring or succeeding entity (or an affiliate thereof) refuses to assume the PSUs and grant Replacement Awards in connection with a Change in Control Event, this PSU award shall become vested, immediately prior to the Change in Control Event, with respect to the target number of Shares (as set forth on [Schedule 1]) for the performance period.

A lump sum.

Change in Control; Adjustment for Change in Common Stock. The treatment of the RSUs in the event of a Change in Control, a Corporate Transaction or a Share Change will be governed by the Plan.

Subsidiary Change in Control Event. In the event that a Subsidiary Change in Control Event occurs with respect to a Participant employed by the affected Subsidiary, distribution shall be made in connection therewith under the same rules provided in the Plan with respect to termination of employment or separation from service, except that no six-month delay shall be required by reason of [Article VIII].

Change in Control Acceleration Event. Change in Control Acceleration Event means a Change in Control that also constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A of the Code.

Change of Control. Upon the occurrence of a Change in Control as defined in [Section 5A(c)], the Committee may waive any conditions and/or restrictions to the issuance of any contingent award of Preferred Stock, in whole or in part, as determined by the Committee, in its sole discretion.

Change of Control. Upon the occurrence of a Change in Control as defined in [Section 5A(c)], the Committee may accelerate the vesting of outstanding RSUs, in whole or in part, as determined by the Committee, in its sole discretion.

Change of Control. The holders of the capital ownership of the ​ as of the date hereof cease to own and control, directly and indirectly, at least 90% of the capital ownership of the ​.

In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards as of immediately prior to a Change in Control, including any Initial Awards and Annual Awards, provided that the Outside Director continues to be an Outside Director through the date of the Change in Control.

Change in Control. In its discretion, the Committee pay provide in the Award Agreement governing an Award or at any other time may take such action as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s Service prior to, upon or following such Change in Control, and to such extent as the Committee shall determine. In the absence of such provision in an Award Agreement or any such action taken by the Committee, no acceleration will occur.

Change in Control. In the event of a Change in Control prior to ​, the following provisions will apply:

Change in Control. Notwithstanding any provision in this Award to the contrary, if, within the two-year period immediately following the occurrence of a Change in Control, the Participant’s employment is terminated by the Company for any reason other than for Cause or terminated by the Participant for Good Reason, any remaining conditions on forfeiture with respect to the Units shall immediately lapse and the Performance Goals will be deemed satisfied at the target level of performance.

Change of Control. The provisions of this [Section 5] shall apply in lieu of, and expressly supersede, other than with respect ​ requirement for the execution and delivery of a Separation Agreement and Release, the provisions of [Section 4] regarding severance pay and benefits upon a Qualifying Termination, if a Qualifying Termination occurs within twenty-four (24) months after the occurrence of a Change of Control (“CIC Qualifying Termination”). This [Section 5] shall terminate and be of no force or effect beginning twenty-four (24) months after the occurrence of a Change of Control.

Notwithstanding the foregoing, if there is a Change in Control as described under [Section 2(d)], then Participant shall receive, within ten (10) days of the occurrence of such Change in Control, a cash payment from the Company in an amount based on the number of Shares

Change in Control. If a Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 5(a); provided, however, that all other terms of the Agreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, shall remain in effect. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that vest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the applicable vesting date set forth in paragraph 5(a)).