Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

“Change in Control” shall mean the occurrence during the Term of a Change in Control as defined in [Section 14.2] of the 2000 Stock Incentive Plan, as such Plan may be amended from time to time.

Change in Control. If a Participant ceases to be employed by the Company or a Related Company due to an involuntary termination of the Participant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any RSUs that vested on or before the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs shall vest (without prorating the award) without regard to the continuous employment requirement set forth in paragraph 4(a); provided, however, that 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. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that vest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the applicable installment of the RSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the applicable vesting date set forth in paragraph 5(a)).

Change in Control. In the event a Change in Control occurs prior to the date that the Participant elects on the Election Form to have shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award distributed, such shares shall be distributed in a lump sum to the Participant within 30 days of the Change in Control provided that the Change in Control constitutes a change in control under Section 409A. If the Change in Control does not constitute a change in control under Section 409A, the shares underlying the Restricted Stock Unit award and/or Performance Stock Unit award shall be distributed, or commence to be distributed, in accordance with [Sections 4.1 through 4.4] of the Deferral Plan.

If a Change of Control occurs, each participant will be entitled to the maximum prorated award based on the number of full or partial months completed prior to the Change in Control during the Plan Year in which the Change in Control occurs.

Change of Control. Notwithstanding any provision herein to the contrary, immediately prior to the occurrence of a Change of Control, all allocations made to Accounts of Participants who are then active Employees shall become fully vested and nonforfeitable.

Change in Control. In the event of a Change in Control (as defined in the Stock Incentive Plan and including the date immediately prior to an “Anticipatory Termination” as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under the Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: # within fifteen (15) days following the date of the Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the number of Target Shares subject to such Award Opportunity; and # within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the excess, if any, of # the number of Shares that would be payable in accordance with Section 5 if the Company had achieved the management objectives described in Section 5.A for the Performance Period, the Committee had exercised its discretion to reduce the number of Shares payable in accordance with Section 5.B based on the Company’s percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company’s percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over # the number of Target Shares subject to such Award Opportunity.

Change of Control. As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any Change of Control.

Change in Control. Notwithstanding anything in this Award to the contrary, if, within the two (2)-year period immediately following a Change in Control, the Participant’s employment is terminated by the Company for any reason other than for Cause or terminated by the Participant for Good Reason, one hundred percent (100%) of the Option Shares shall become fully exercisable.

Change of Control. There occurs any Change of Control.