Employee agrees to promptly and faithfully comply with all present and future policies, requirements, directions, and reasonable requests of Company board and any rules, regulations, or other policies of the Company in connection with the Company’s business and Employee’s duties hereunder.

Prohibited Conduct. In consideration of the grant by the Company of the PBRSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement. Annex A to this Agreement is part of this Agreement.

Detrimental Conduct. Any Options granted pursuant to this Agreement and the Plan are intended to align the Optionee’s long-term interests with the long-term interests of the Company. If the Company determines that the Optionee has # engaged in willful fraud that causes harm to the Company or any of its Subsidiaries, either during employment with the Company or after such employment terminates for any reason or # violated the provisions of a non-competition agreement (any such act, “Detrimental Conduct”) the Optionee shall be deemed to have acted contrary to the long-term interests of the Company. Accordingly, the following rules shall apply:

Egregious Conduct. If the Board or the Committee has determined that egregious conduct of the Participant is substantially detrimental to the Company, the Board or the Committee may take such action as it deems necessary to remedy the misconduct and prevent its recurrence. “Egregious conduct” shall mean any act or omission which would constitute Cause for termination, and such egregious conduct is “substantially detrimental to the Company” if it causes substantial harm to the Company (financially, reputationally or otherwise) or exposes the Company to substantial legal liability. In determining what Remedies to pursue, the Board or Committee will take into account all relevant factors, including the following: # the amount of compensation received by the Participant that exceeds the amount of compensation that otherwise would have been received or granted had the Participant’s conduct been known; # the relative fault or degree of involvement by the Participant; # the relative impact of the Participant’s conduct on the Company; and # any other facts and circumstances determined relevant by the Board or the Committee, in its sole discretion.

Prohibited Conduct. Subject to paragraph 12 below, during the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee) directly or indirectly:

Detrimental Conduct. You agree that during any period in which the Restricted Stock Units remain payable, you will not engage in Detrimental Conduct.

Conduct of proceedings with respect to Neuren IP

Conduct of proceedings with respect to Neuren [[Unknown Identifier]]

Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall, in the manner provided in this Agreement, but subject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure judgment in its favor, incurred by or on behalf of Indemnitee by reason of Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.

Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the ​, threatened against or by ​ that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement