COBRA. As of the Separation Date, any group health insurance coverage and/or dental reimbursement coverage Pennypacker may have with the Company will be terminated and applicable COBRA coverage will be made available to Pennypacker. The available coverage is the same coverage that is available for all non-represented employees of the Company. Beginning on the Separation Date, Pennypacker understands that Pennypacker is eligible to elect continued health and/or dental insurance coverage under COBRA. If Pennypacker elects continued coverage under COBRA, the Company agrees to reimburse Pennypacker for 100% of the monthly COBRA cost upon receipt of proof of payment from the Separation Date through eighteen (18) months following the Separation Date (the “COBRA End Date”). To be eligible for reimbursement, Pennypacker must submit proof of payment within 30 days of payment. Pennypacker understands it is Pennypacker’s sole obligation to make these COBRA payments on a monthly basis in order to continue Pennypacker’s health or dental insurance benefits and that failure by Pennypacker to make these payments timely will result in cessation of benefits. If Pennypacker obtains other employment prior to the COBRA End Date that offers any of such insurance coverage, the Company’s obligation to reimburse Pennypacker for COBRA payments will be terminated. Following the COBRA End Date, to the extent Pennypacker has not obtained and does not obtain other employment that offers any of such insurance coverage, the Company will continue to offer continued coverage under its group health and/or dental insurance plan to Pennypacker on the same terms that are available for all non-represented employees of the Company until the second anniversary of the Separation Date (the “Coverage End Date”) and, if Pennypacker elects continued coverage, then the Company will reimburse Pennypacker for 100% of the monthly cost of such coverage upon receipt of proof of payment until the Coverage End Date.

COBRA. The Seller is wholly responsible for complying with all applicable health care continuation coverage requirements under COBRA and related state Laws with respect to the employees of the Seller and the Seller Affiliates as to qualifying events that occur on or prior to the Closing Date, and the Purchaser is wholly responsible for complying with such coverage requirements with respect

COBRA. Notwithstanding any other provision of this Agreement to the contrary, for the avoidance of doubt, and other than for individuals (and their qualified beneficiaries) identified on [Schedule 6.2(b)], the ​ Group (which, for this purpose, is the “Buying Group” as defined in Treas. Reg. [[section 54.4980B-9]9]]9]) will be responsible for providing any required COBRA notices, and for providing COBRA continuation coverage, to all individuals who are “M&A qualified beneficiaries” (as defined in Treas. Reg. [[section 54.4980B-9]9]]9]) with respect to the transactions contemplated by this Agreement and the group health plans maintained by the ​ Group (which, for this purpose is the “Selling Group” as defined in Treas. Reg. [[section 54.4980B-9]9]]9]). If and to the extent that the Buying Group fails to comply with its obligations under this paragraph, each member of the Buying Group will be jointly and severally liable to the Selling Group for all costs, expenses, and liabilities incurred by any member of the Selling Group however characterized (including benefits paid to M&A qualified beneficiaries which the Selling Group’s group health plans would not otherwise have been required to pay).

COBRA. You hereby further acknowledge and agree that, except as otherwise provided in this Agreement, the Termination Date is the date of termination of your employment with the Company for purposes of participation in and coverage under the employee benefit plans and programs maintained by the Company, and that as of the Termination Date you will only be entitled to receive from the Company # the Accrued Rights and # other rights or benefits specifically provided under the terms of this Agreement. As required by law or regulation, you will be eligible to participate in the Company’s medical, dental and vision plans through COBRA after you are no longer employed by the Company.

Cash Payment for COBRA Premium. Employee will receive a cash payment of in the aggregate amount of ​, representing an estimate of the Employee’s payment of COBRA continuation payments for a period of four (4) months. This payment shall be paid in a single cash amount, less applicable withholdings, on ​, provided that Employee executes this Agreement in the 21-day consideration period, this Agreement has not been revoked, and is no longer subject to revocation by Employee.

COBRA Premium. If the Employee elects to receive COBRA benefits upon termination, the Company shall pay the premium for coverage of the Employee and the Employee's eligible spouse and/or dependents under the Company's group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act for the one-year period beginning on the Termination Date.

COBRA Coverage. Purchaser shall be responsible for perpetuating the group health plan continuation coverages pursuant to Code section 4980B and ERISA [sections 601 through 609] for all current and former Business Employees and their spouses and dependents, regardless of termination date. Purchaser shall indemnify and hold Sellers harmless for any Liability to Sellers incur at any time after the Closing Date under the provisions of Code section 4980B or ERISA [sections 601 through 609] with respect to all current and former Business Employees and their dependents or spouses.

Payment. ​ will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such holder of any waiver or amendment of any of the terms and provisions hereof, any Supplement or of any Subsidiary Guaranty or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

Payment. Units shall be settled in shares of the Company’s common stock (“Stock”) on a one-for-one basis. On the earlier of # the third anniversary of the Grant Date (the “Specified Date”), # the fifth business day following Awardee’s “separation from service” (within the meaning of Treasury Regulation [[section 1.409A-3(a)(1)])]])]) for any reason, and # the date of a “change in control” (within the meaning of Treasury Regulation [[section 1.409A-3(a)(5)])]])]), the Company shall deliver to Awardee (or Awardee’s estate in the event of the death of Awardee) a certificate, free and clear of any restrictive legend, representing a number of shares of Stock equal to the number of Units.

Payment. All payments under this Agreement shall be made in shares of Verizon common stock. Subject to paragraph 7(a) or 7(b), as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) (but in no event later than two and one-half months after the applicable vesting date), the number of shares that shall be paid shall equal the number of RSUs that vested on the applicable vesting date (minus shares withheld for taxes). If the Participant dies before any payment due hereunder is made, such payment shall be made to the Participant’s beneficiary, as designated under paragraph 11. Once a payment has been made with respect to a RSU, the RSU shall be cancelled; 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.

Payment. Payment will be made in accordance with Work Orders. Unless otherwise indicated in a Work Order, all Prices and other fees listed in a Work Order are exclusive of any applicable taxes, levies, duties and fees of whatever nature imposed by or under the authority of any

Payment. The Subsidiary Guarantors will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment.

Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

Payment. Purchaser shall make payment of the Purchase Price to Seller pursuant to wire instructions provided by Seller (included herein as [Exhibit C]) on or before ​ (the “Closing Date”).

Payment. The exercise price of an Option shall be paid in full at the time of exercise # in cash, # through the surrender of previously-acquired shares of Common Stock having a Fair Market Value equal to the exercise price of the Option provided that such previously-acquired shares have been held by the Participant for at least six months, unless the Committee in its discretion permits the use of shares held less than six months, # through the withholding by the Company (at the election of the Participant) of shares of Common Stock having a Fair Market Value equal to the exercise price, provided that the Participant attests in a manner acceptable to the Committee that he or she holds previously-acquired shares equal in number to the number of shares withheld by the Company and has held such previously-acquired shares for at least six months, or # if the Common Stock is traded on an established securities market, the Committee may approve payment of the exercise price by a broker-dealer or by the Participant with cash advanced by the broker-dealer if the exercise notice is accompanied by the Participant’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer, or # by a combination of [(i), (ii), (iii), and (iv)])])])])], in the discretion of the Committee.

Payment. Each vested Restricted Stock Unit will entitle the Participant to receive one share of Stock (or other consideration of equal value, as determined by the Committee, in the event payment is made following a Change in Control). Subject to [Section 6], shares of Stock (or other consideration, as applicable) will be issued to the Participant in full settlement of vested Restricted Stock Units during the 60-day period immediately following the date on which such Restricted Stock Units first became vested pursuant to [Section 3]. At no other time prior to the end of the Restricted Period will any Stock (or other consideration, as applicable) be issued for Restricted Stock Units pursuant to the Award. After the issuance of Stock (or other consideration, as applicable) to the Participant, the Participant will own such Stock (or other consideration, as applicable) free of all restrictions described herein. The Participant will not have the right to designate the taxable year of payment.

Payment. (a) Unless otherwise determined by the Committee, in its discretion, a Participant shall have no right to receive a payment under an Award, and in no event shall the Award be considered earned by the Participant, for a Plan Year unless the Participant is employed by the Company or a Subsidiary at all times during the Plan Year.