Change of Control Termination. In the event that, at the time of or within one (1) year after a Change of Control, and during the Employment Period, Employee’s employment is Terminated Without Cause by the Employer or Employee Terminates Employee’s employment for Good Reason (each a “Change of Control Termination”), Employee shall be entitled to receive the payments and benefits specified in this [Section 8]. The date on which the Employer or Employee receives notice in accordance with [Section 15(i)] of a Change of Control Termination shall be deemed the “Change of Control Termination Date”.

resignation of employment (other than a Good Reason Resignation) before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee’s services;

Change in Control Termination. “Change in Control Termination” shall have the meaning set forth in Paragraph 2.

Change of Control Termination. [Section 1] of the Option Agreement is hereby amended by the addition of a new paragraph # as follows:

Change of Control Termination. A “Change of Control Termination” shall include termination of the Employee’s employment by the Employee for the following Good Reasons:

Change In Control Termination Payment. The term “Change In Control Termination Payment” shall mean a cash payment equal to the sum of:

Termination Following Change in Control. Notwithstanding the provisions of subsection # above, if on the date of or during the twenty-four (24)-month period following a Change in Control, a Participant is removed or the Participant’s service as a director is otherwise involuntarily terminated (other than as a result of the Participant’s failure to receive at an annual or special meeting of shareholders of the Company or the New Company, as applicable, the requisite shareholder vote necessary to be re-elected a director), # all outstanding Options and Stock Appreciation Rights held by such Participant shall become vested and exercisable immediately upon such termination and # all outstanding unvested Restricted Stock and Restricted Stock Unit Awards shall become vested immediately upon such termination.

Termination After Change in Control. If the Company (or its successor or the surviving entity) terminates your employment without Cause within twelve (12) months after the effective date of any Change in Control, or if you terminate your employment for Good Reason within twelve (12) months after the effective date of any Change in Control, then in addition to the benefits set forth in Section 13(a), you will be entitled to the following: # an increase of $300,000 in your annual base salary amount (or an additional $25,000 per month), which increased annual base salary amount shall be paid for the remainder of the Term (or the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # a gross-up in the annual base salary amount each year to account for and to offset any tax that may be due by you on any payments received or to be received by you under this Letter Agreement that would result in a “parachute payment” as described in Section 280G of the Code; # payment of your annual bonus amount as set forth in [Section 13(a)(ii)] for each year during the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # health insurance coverage provided for and paid by the Company for the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; and # vested Equity Incentives and additional Stock Options shall be fully and immediately available.

Change in Control. In order to preserve a Participant’s rights under an Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take such actions, including without limitation one or more of the following: # providing for the acceleration of any time period relating to the exercise or payment of the Award, # providing for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had the Award been exercised or paid upon the change in control, whereupon the Award shall terminate, # adjusting the terms of the Award in a manner determined by the Committee to reflect the change in control, or # causing the Award to be assumed, or new rights substituted therefor, by another entity, as the Committee may consider equitable to Participants and in the best interests of the Company.

Change in Control. Notwithstanding anything in this Agreement to the contrary, if # a Change in Control occurs and # on or after the Change in Control and on or before the second anniversary of the Change in Control either # your employment is terminated without Cause or # you terminate your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason, then any unearned Restricted Stock Units (and any related dividend equivalents) shall become immediately earned as of the date of such termination and shall be payable at such time as provided in the Payment Schedule described in paragraph # above, without regard to the covenants set forth in paragraph # below or the performance-based cancellation provision set forth in paragraph # below. Notwithstanding anything in this paragraph (b)(iv) to the contrary, upon your death following # a termination of your employment without Cause on or before the second anniversary of a Change in Control or # a termination of your employment with [[Bank of America:Organization]] or its Subsidiaries for Good Reason on or before the second anniversary of a Change in Control, any Restricted Stock Units (and any related dividend equivalents) that are continuing to become payable in accordance with the provisions of this paragraph (b)(iv), but have not yet become payable, shall become immediately payable as of the date of your death, and payment will be made as soon as administratively practicable following your death.

Upon a Change in Control of the Company (as defined below), each Participant who is actively employed on the date of such Change in Control as of the date of such Change in Control shall become fully vested and nonforfeitable in his Accrued Benefit under this Plan as of the date of such Change in Control. Payment of such Accrued Benefit shall commence upon termination of employment, Disability or death m accordance with the provisions of Article 3, 4, 5, 6 or 77]7], as applicable.

Change in Control. If a Change in Control occurs prior to the Determination Date and the Award is assumed or replaced pursuant to [Section 11(b)(1)] of the Plan, the Award will continue to be subject to the Continuous Service Requirement provided in Section 4, but the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout. Notwithstanding the foregoing if within two years after a Change in Control and prior to the end of the Performance Period the [[Team Member:Person]]’s Service terminates voluntarily by the [[Team Member:Person]] for Good Reason or involuntarily without Cause, provided that the Company has received a valid unrevoked Release Agreement from the [[Team Member:Person]], the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout.

Change in Control. The term “Change in Control” means:

Change in Control. Notwithstanding the provisions of [Section 3(a)], in the event of a Change in Control, if the Awards are not assumed or replaced with awards of substantially equal value by the acquiring entity in such a Change in Control and/or cease to remain outstanding immediately following the Change in Control, all of the Retention Stock Units subject to a Participant’s Award will become fully vested as of the date immediately following such Change in Control, provided the Participant has remained continuously employed by the Company or a Related Company through such date. After a Change in Control, references to the “Company” as they relate to the Award shall refer to the successor entity.

If a Change in Control occurs during the Period of Restriction and the Participant is terminated without “cause” or the Participant terminates for “Good Reason” following the Change in Control, then the Period of Restriction set forth in [Section 2] shall lapse. However, if a Change in Control occurs during the Period of Restriction and the Participant continues as an employee of the Company or its successor following the Change in Control, then the Period of Restriction shall continue to lapse at the times specified in [Section 2] of this Agreement.

Change in Control. The occurrence of any of the following events:

"Eligible Executive" means any executive of the Company or any Affiliated Company who has a target Gainsharing Award of 35% or more of salary or who is designated in writing as an Eligible Executive by the Committee, excluding, however, individuals who are not residents of the United States or are not working at a location in the United States.

Change in Control. If the Participant is involuntarily terminated without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan) and before the Vesting Date, the PSUs shall vest and become payable (without prorating the award) by applying a PSU Vested Percentage of 100% to the PSUs without regard to the performance requirement in paragraph 5(b) and the five-year continuous employment requirement in paragraph 5(c) shall be deemed satisfied in full as if the Participant’s employment with the Company or a Related Company had continued through the Vesting Date; however, 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. A Change in Control or an involuntary termination without Cause that occurs after the Vesting Date shall have no effect on whether any PSUs vest or become payable under this paragraph 7(d). If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. All payments provided in this paragraph 7(d) shall be made at their regularly scheduled time as specified in paragraph 6.