No Consideration Absent Execution of this Agreement. Executive understands and agrees that the Company has no obligation to pay the consideration specified in Section 2 unless Executive executes this Agreement and the Bring Down Release, complies with the terms of this Agreement and does not revoke any portion of this Agreement. Executive acknowledges that the monies and benefits offered are valid and adequate consideration for the Executive’s commitments.

Execution of Agreement. The Participant shall indicate his or her consent and acknowledgment to the terms of this Agreement (including the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement) and the Plan by executing this Agreement pursuant to the instructions provided and otherwise shall comply with the requirements of paragraph 3. In addition, by consenting to the terms of this Agreement and the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, the Participant expressly agrees and acknowledges that Fidelity may deliver all documents, statements and notices associated with the Plan and this Agreement to the Participant in electronic form. The Participant and Verizon hereby expressly agree that the use of electronic media to indicate confirmation, consent, signature, acceptance, agreement and delivery shall be legally valid and have the same legal force and effect as if the Participant and Verizon executed this Agreement (including the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement) in paper form.

unless the context otherwise requires, all references to a particular Section, paragraph or Schedule shall be a reference to that Section, paragraph or Schedule in or to this Agreement as it may be amended from time to time;

Contingent upon execution of this offer, you will also be eligible for the following benefits:

Contingent Obligations. The Company will not, nor will it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary) in respect of any Indebtedness except in connection with Indebtedness which if directly incurred by the Company or such Subsidiary, as applicable, would not result in a violation of [Sections 7.3(A) or 7.4]4].

As of the date of Consultant’s execution of this Agreement, Consultant indicates his intent to retire from his position as Vice Chairman, with March 31, 2015, being his last day of employment.

Confidentiality, Non-Solicitation and Non-Competition. The salary and benefits outlined in this Offer Letter are contingent upon your execution of the Confidentiality, Non-Solicitation and Non-Competition Agreement attached hereto as [Exhibit A].

Acceptance of Restricted Stock Award. This award of Restricted Stock is conditioned upon Grantee’s acceptance of the terms of this Agreement, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of this Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by such electronic means, the award of Restricted Stock may be cancelled.

Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Proprietary Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality Agreement”), prior to or on your Start Date.

The payments and benefits described in this Section 3 are contingent upon: # [[Ms. Petryszyn:Person]]’s execution of this Agreement, # her execution of the attached Exhibit A (General Release Agreement) on her Retirement Date, as defined in Section 4 (without revocation), and # her full compliance with the terms and conditions of this Agreement. The terms and conditions of the General Release Agreement are incorporated into this Agreement as if fully set forth herein.