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 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”.

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:

Termination Following Change in Control. Notwithstanding the provisions of subsection # above, if on the date of or during the 24-month period following a Change in Control, either # the Company or the New Company, as applicable, terminates the Participant’s employment other than for Cause, or # the Participant terminates his or her employment for Good Reason (as stated in a written notice to the Company or the New Company, as applicable, which must be provided within 30 days after the occurrence of the event(s) giving rise to such Good Reason, and must set forth such Good Reason in reasonable detail and the expected date of termination, which shall be not more than 30 days after the date of such notice), and the Company or the New Company, as applicable, fails to cure the event(s) giving rise to the claim of Good Reason within such 30-day period, then upon the occurrence of such termination, # 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. For purposes of this Section 11(c), with respect to any Performance-Based Awards, such Awards shall be considered to be earned in full at the higher of Target (if applicable) or a multiple of Target (determined by reference to the Award Agreement) based on the level of achievement as of the date of the termination, if such level of achievement is determinable at the time of the termination.

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

Termination After Change in Control. If the immediate vesting described in the preceding paragraph does not apply, but the Company or a Subsidiary terminates the Grantee’s employment for any reason other than Cause within two years following the Change in Control, the RSUs and the related Dividend Equivalents will immediately vest upon such Termination of Employment (such date, if applicable, also a Vesting Date) and will be settled within 90 days of Termination of Employment in accordance with Section 2 above, unless otherwise provided in Section 10(b) below.

Change in Control. If a Change in Control occurs 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 Vesting Schedule provided in Section 3. Notwithstanding the foregoing, if within two years after a Change in Control and prior to the ​ anniversary of the Grant Date, the [[Team Member:Person]]’s Service terminates voluntarily by the [[Team Member:Person]] for Good Reason or involuntarily without Cause, and provided that the Company has received a valid unrevoked Release Agreement from the [[Team Member:Person]], then any outstanding unvested RSUs subject to this Agreement shall vest in full as of the date of the [[Team Member:Person]]’s termination of Service.

If Executive's employment with the Company or its successor is terminated within six (6) months prior to the occurrence of a Change in Control or on or before the first anniversary of the date of occurrence of a Change in Control # by the Company or its successor other than for Cause or # by Executive for Good Reason, then, # Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements; # the Severance Payment under [Section 0] will be a cash amount equal to thirty-six (36) months of Executive's annual Base Compensation; and # Executive shall be entitled to the Accrued Benefits and the COBRA Payment. The Severance Payment and Cobra Payment will be payable in a lump sum payment on the sixtieth (60th) day following the Termination Date.

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

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.

Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following after the Effective Date:

Change of Control. “Change of Control” means # the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary, but excluding any transaction effected primarily for the purpose of changing the Company’s jurisdiction of incorporation), unless the Company’s stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions hold at least a majority of the voting power of the surviving or acquiring entity, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board and in which the Board determines is not a Change of Control for the purposes of this Agreement will not be considered a Change of Control, or # a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company.

Change of Control. Notwithstanding the foregoing and any other provision hereof to the contrary, if a Change of Control of the Company occurs during the Performance Period then, regardless of the Performance Percentage at the effective date of the Change of Control, the Performance Period will end on the effective date of the Change of Control and the performance for the partial year will be annualized as set out in [Section 4(a)(ii)] above and averaged with the Annual TSR calculated for any prior completed Calendar Year to determine Earned Performance Cash, which Holder will be entitled to receive on the effective date of the Change of Control, but in no event later than the 15th day of the third month after the end of the Calendar Year in which such Change of Control occurs, and Holder permanently shall forfeit the right to receive any other Performance Cash under this Award.

In the event that a Triggering Event, as hereafter defined, should take place, any determination to be made by the Board of Directors, as hereinabove referred to, shall be deemed to refer to action and determinations solely by a Majority of the Continuing Directors.

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

Change of Control. There occurs any Change of Control with respect to the ​.