The Participant will become vested in the Earned PSUs in accordance with the schedule set forth above (each such vesting date, a “Vesting Date”); provided, however, that upon the occurrence of a Change in Control that results in the Company's Shares ceasing to be publicly traded on a national securities exchange, the Earned PSUs shall immediately become fully vested (subject to any delay in Share delivery required pursuant to [Sections 2(b) and 16] hereof).

The Participant will become vested in the RSUs in accordance with the schedule set forth above (each such vesting date, a “Vesting Date”).

Fifty percent (50%) of the RSUs (the “Time-based RSUs”) shall vest in four equal annual installments on January 1, 2015, January 1, 2016, January 1, 2017 and January 1, 2018 (each, a “Time Vesting Event”), subject, in each case, to the Participant’s continued service as a director of the Company through the date of each such Time Vesting Event, and the remaining fifty percent (50%) of the RSUs (the “Return-based RSUs”) (together with any then-unvested Time-based RSUs) shall vest on the date of a Shareholder Return Vesting Event, subject to the Participant’s continued service as a director of the Company through the date of such Shareholder Return Vesting Event. The Company shall, within

Timing. The Participant may make an election to withdraw the Automatic Deferrals under the EACA no later than ninety (90) days, or such shorter period as specified in the Adoption Agreement, after the date of the first Automatic Deferral under the EACA. For this purpose, the date of the first Automatic Deferral is the date that the Compensation subject to the Automatic Deferral otherwise would have been includible in the Participant's gross income. For this purpose, EACAs under the Plan are aggregated, except that the mandatory disaggregation rules of Code §410(b) apply. In addition, a Participant's withdrawal right is not restricted due to the Participant making an Affirmative Election during the ninety (90) day period (or shorter period as specified in the Adoption Agreement).

Transfer. Assignor by these presents does hereby GRANT, CONVEY, BARGAIN, SELL, TRANSFER, ASSIGN, SET-OVER and DELIVER unto Assignee, all of Assignor's rights, titles, interests and privileges in and to the Assigned Contracts.

Transfer. If the "Terminated Employer" selects this option, the Administrator shall transfer (in accordance with the rules of Code §414(l) and the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to a qualified pla n the "Terminated Employer" maintains. To exercise this option, the "Terminated Employer" must deliver to the "lead Employer"

Transfer. Transfer of employment from Verizon to a Related Company, from a Related Company to Verizon, or from one Related Company to another Related Company shall not constitute a separation from employment hereunder, and service with a Related Company shall be treated as service with the Company for purposes of the continuous employment requirement in paragraph 5(a). If the Participant transfers employment pursuant to this paragraph 5(b), the Participant will still be required to satisfy the definition of “Retire” under paragraph 7 of this Agreement in order to be eligible for the accelerated vesting provisions in connection with a retirement.

Transfer. The Holder may not transfer this Note except in connection with a sale of substantially all of the Holder's assets or a liquidation and dissolution of Holder.

TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto. Any transferee of all or a portion of this Warrant shall succeed to the rights and benefits of the initial Holder of this Warrant and the Securities Purchase Agreement.

Transfer. Shareholder agrees that, at all times during the period beginning on the date hereof and ending at the Expiration Time, Shareholder shall not Transfer (as defined below) any of the Shares or any New Shares (as defined in Section 1(b) hereof), or make any agreement regarding any Transfer, in each case without the prior written consent of the [[Organization B:Organization]]. Shareholder agrees that any Transfer in violation of this Agreement shall be void and of no force or effect. Notwithstanding anything to the contrary contained herein, Shareholder’s participation in the Offer (as defined in the Merger Agreement) shall not be deemed a Transfer and shall not be limited by the terms of this Agreement.