12.3Determination of Top-Heavy. The Plan will be considered a Top-Heavy Plan for any Plan Year if, as of the Determination Date, # the present value of the cumulative Accounts of Key Employees exceeds 60% of the present value of the cumulative Accounts of all Employees (the “60% Test”) or # the Plan is part of a Required Aggregation Group which is a Top-Heavy Group. Notwithstanding the results of the 60% Test, the Plan shall not be considered a Top-Heavy Plan for any Plan Year in which the Plan is a part of a Required or Permissive Aggregation Group which is not a Top-Heavy Group.

Agreement. Each of this Agreement and the Paying Agency Agreement have been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

Agreement. The Administrative Agent (or its counsel) shall have received a counterpart of this Agreement (which may include facsimile transmission or electronic mail transmission of a signed signature page of this Agreement) that, when taken together, bear the signatures of each Borrower and each Lender.

Agreement. This Agreement evidences the award to the Participant of the cash amount set forth above. This Cash Award is the right to receive the amount of cash reflected above as described in [Section 4] of the Agreement. The Agreement and the Cash Award shall be subject to the following terms and conditions and the provisions of the Plan, which are hereby incorporated by reference. A copy of the Plan may be obtained by the Participant from the office of the Secretary of Adtalem or from the stock administrator’s website.

Agreement. Notwithstanding any other provision of this Plan and as a condition to becoming entitled to receive Payments, the Company may require the Officer to enter into a severance agreement prior to or after the Employment Severance Date. Such severance agreement will incorporate the Release and may, # modify the terms of any then-effective agreement between the Officer and the Company; or # include all provisions necessary to implement the terms of the Plan. Such agreement may include Post-Employment Covenants, the Company’s right to seek an injunction, forfeit future Payments, and require repayment of Payments made, and any other provisions deemed appropriate by the Company in its sole discretion.

Agreement. “Agreement” shall have the meaning set forth in the Stock Option Grant Notice.

Agreement. The parties hereto acknowledge and agree that, other than as set forth in this Amendment, the Agreement remains unchanged and in full force and effect.

Agreement. The Credit Agreement is hereby amended to # delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Exhibit A hereto and # replace Exhibit C-11] of the Credit Agreement with [Exhibit B] attached hereto.

Agreement. This Agreement is entered into pursuant to the 2009 Verizon Communications Inc. Long-Term Incentive Plan, as amended and restated (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 and the Participant’s non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in [Exhibit B] to this Agreement, both of 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 and restrictions set forth in [Exhibits A] and B to this Agreement. 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.

If a Non-Key Employee # participates in this Plan and a defined benefit plan included in a Required Aggregation Group which is top heavy, # the Plan is a Top-Heavy Plan, and # a Key Employee is a Participant in both this Plan and a defined benefit plan included in a Required Aggregation Group which is top-heavy, such Non-Key Employee who is participating in this Plan and a defined benefit plan maintained by the Employer shall receive a minimum monthly accrued benefit in the defined benefit plan equal to the product of # one-twelfth (1/12th) of Annual 415 Compensation averaged over the five (5) consecutive Limitation Years (or actual Limitation Years, if less) which produce the highest average and # the lesser of # three percent (3%) multiplied by years of service when the plan is top-heavy or # thirty percent (30%).