PSUs Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s stockholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

Effective Date; Restricted Stock Unit Award. Provided the Company receives this Agreement duly signed by the Participant by [Date], this Agreement shall take effect [Date], which is the date of grant of the Award (the “Grant Date”). The Award gives the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and in the Plan, one share of Stock with respect to each PSU subject to this Award (the “Shares”). Subject to adjustment as set forth in the Plan, the target number of PSUs subject to this Award is xxxx (“Target PSUs”) [and the maximum number of PSUs subject to this Award is xxx% of the Target PSUs].

Purpose of Agreement. The purpose of this Agreement is to provide a special grant of performance stock units (“PSUs”) to the Participant.

Subject to the terms and conditions of this Agreement, the Plan, and the Grant Details (as defined below), the Company grants a target number of PSUs to the Eligible Individual (“Target PSUs”), with the actual number of PSUs to be earned over a period of two years based on the extent to which the Company achieves each of the performance metrics established by the Company (the “Performance Metric I” and “Performance Metric II”, and together the “Performance Metrics”), with each Performance Metric carrying a weight of 50%. The actual number of PSUs to be earned pursuant to this Agreement will be based on the extent to which the Performance Metrics are achieved relative to the targets and may be more or less than the Target PSUs. In no event will the number of PSUs earned hereunder exceed 200% of the Target PSUs. Reference is made to the “Grant Details” that can be found on the equity plan website of the current professional selected by the Company to administer the Plan (the “Plan Administrator”), currently located at www.netbenefits.fidelity.com (or any successor equity administration system selected by the Company to manage the Plan from time to time), which is hereby incorporated by reference into, and shall be read as part and parcel of, this Agreement.

Contingency. The grant of PSUs is contingent on the Participant’s timely acceptance of this Agreement and satisfaction of the other conditions contained in it. Acceptance shall be through execution of the Agreement as set forth in paragraph 21. If the Participant does not accept this Agreement by the close of business on ​, the Participant shall not be entitled to this grant of PSUs regardless of the extent to which the requirements in paragraph 5 (“Vesting”) are satisfied.

Your participation in the 2011 Plan is voluntary. The value of the PSUs and any other awards granted under the 2011 Plan is an extraordinary item of compensation outside the scope of your employment (and your employment contract, if any). Any grant under the 2011 Plan, including the grant of the PSUs, is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments.

General. The number of PSUs granted to the Participant, as specified in the Participant’s account under the 2018 Special PSU grant, is referred to as the “Target Number of PSUs.” The percentage of the Target Number of PSUs that shall vest will be based on Verizon’s annual average Return on Equity for the five-year period beginning ​, and ending at the close of business on ​ (the “Performance Period”). Notwithstanding paragraph 5(c), no portion of the Target Number of PSUs shall vest unless the Committee determines that Verizon’s average annual Return on Equity for the Performance Period is equal to or greater than 18%. If the Committee determines that Verizon’s average annual Return on Equity for the Performance Period is equal to or greater than 18%, the percentage of the Target Number of PSUs that shall vest (plus any additional PSUs added with respect to DEUs credited on the Target Number of PSUs prior to the Vesting Date (defined in paragraph 5(c)) will equal the PSU Vested Percentage (as defined below). For example, if # the Participant is granted 1,000 PSUs, and # those PSUs are credited with an additional 200 PSUs as a result of DEUs paid prior to the Vesting Date, and # the PSU Vested Percentage is 50%, the Participant will vest in (1,000 PSUs + 200 PSUs from DEUs) times 50%, or 600 PSUs, which shall be payable in shares of Verizon common stock as described in paragraph 6.

In consideration of the grant of PSUs, the Colleague shall enter into the RCA, a copy of which is attached hereto as [Schedule B]. In the event the Colleague fails to execute and deliver or electronically accept the RCA in the manner and within the period specified in [Section 2.1], the Committee may, in its sole discretion, cancel the PSUs.

Regardless of any action the Company and/or your Employer take with respect to any income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and your Employer # make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including the grant of the PSUs, the vesting of the PSUs, the subsequent sale of any Shares acquired pursuant to the PSUs and the receipt of any dividends or dividend equivalents and # do not commit to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items. Further, if you become subject to taxation in more than one country between the grant date and the date of any relevant taxable or withholding event, as applicable, you acknowledge that the Company and/or your Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one country.

Shareholder Value Creation (“SVC”) PSUs. On the Grant Date, the Company will grant Executive performance-vesting restricted stock units, divided into tranches (each, a “Tranche”), for a total number of shares to be determined by dividing # ​ by # the 30-Day Average, with the resulting number of shares attributable to Tranches 1-5 and Tranche 6 thereof, respectively, multiplied by the applicable Monte Carlo factor as determined by the Company’s designated analyst, rounded down to the nearest whole share (the “SVC PSUs”). The SVC PSUs shall vest subject to achievement of SVC Performance Metrics (defined below) as set forth in, and otherwise subject to the terms and conditions of, the award agreement governing their grant (the “SVC PSU Agreement”) and Executive’s Continuous CEO Service on such vesting dates and through the applicable performance period (except as set forth in the SVC PSU Agreement). The SVC PSUs will be subject to the form of award agreement previously presented to Executive. The “SVC Performance Metrics” will be comprised of significant stock price milestones based on the 30-Day Average (referred to as the “SVC Baseline Price” for purposes of the SVC PSU Performance Metrics), with Tranches 1 – 5 to be achieved within five (5) years from the Grant Date and Tranche 6 to be achieved within seven (7) years from the Grant Date.