The Chief Executive Officer and the Compensation Committee of the Board of Directors reserve the right to interpret, amend, modify, or terminate the Plan in accordance with changing conditions at any time in their sole discretion.

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 June 8, 2018, the Participant shall not be entitled to this grant of RSUs regardless of the extent to which the 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, he or she will not be entitled to this grant of RSUs until such time as he or she returns to work with Verizon or a Related Company (as defined in paragraph 13) and accepts this Agreement within the time period established by the Company.

Contingency. The grant of PSUs 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 September 24, 2018, the Participant shall not be entitled to this grant of PSUs regardless of the extent to which the requirements in paragraph 5 (“Vesting”) are satisfied.

Contingency. This Agreement shall be contingent on the approval by, and resolutions of, both Seller and Purchaser.

SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

Clause 1.1 hereof shall prevail, in the event that any inconsistency occurs between the relevant provisions concerning the calculation of Channel Fee formerly agreed upon by the Parties with those under Clause 1.1 hereof .

Each Party shall have the responsibility to keep confidential the information it becomes aware of during the Parties’ cooperation, including but not limited to sales data, marketing plan, business plan, financial information, customer information, supplier information, employee information, proprietary technology, trade secrets and other technical, technological or commercial information, etc.. Without the prior written consent of the other Party, each Party shall not disclose the other Party’s proprietary information to any third party by any means, except when necessary for normal performance of the obligations under this Agreement, and except when required by relevant laws, regulations, government departments, stock exchanges or other regulatory bodies and when needed for the work of the legal, accounting, business and other consultants, and authorized employees of the Parties.

Clause 2.2 of the Agreement shall be deleted in its entirety and replaced with the following:

Clause 6.5 of the Agreement shall be deleted in its entirety and replaced with the following:

Severability Clause. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, shall be inoperative.