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 in Control. A "Change in Control" shall be deemed to have occurred if, prior to the Termination Date (as defined below):