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VZ » Topics » Employment Arrangements Related to Changes in Control

This excerpt taken from the VZ DEF 14A filed Mar 23, 2009.

Employment Arrangements Related to Changes in Control

Mr. Seidenberg’s employment agreement expired in 2004 and was not replaced. Accordingly, Mr. Seidenberg is not eligible for a cash separation payment upon his termination from service, including if he is terminated following a Change in Control. Pursuant to the terms of Mr. Seidenberg’s Long-Term Plan award agreements, he has agreed not to compete or interfere with any Verizon business for a period of two years after his termination from employment and he has agreed to protect Verizon’s trade secrets and proprietary information. Like all other plan participants, if Mr. Seidenberg retires voluntarily, he is eligible for a prorated Short-Term Plan award for the year in which he retires. Mr. Seidenberg is also eligible for vesting and payment of outstanding Long-Term Plan awards on the regularly scheduled dates. No PSUs will be paid unless Verizon’s relative TSR meets or exceeds threshold performance objectives.

 

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Verizon has employment agreements with Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam which provide separation benefits under certain circumstances, including a Change in Control. Under the employment agreements, a Change in Control will occur if:

 

  · Any person becomes a beneficial owner of shares representing twenty percent or more of Verizon’s outstanding voting stock;
  · Verizon consummates a merger, consolidation, reorganization or any other business combination; or
  · The Board adopts resolutions authorizing the liquidation or dissolution, or sale of all or substantially all of the assets, of Verizon.

 

However, a Change in Control will not occur if:

 

  · The amount of Verizon voting stock outstanding immediately before the transaction represents at least forty-five percent of the combined voting power of the corporation that survives the transaction;
  · Verizon Directors constitute at least one-half of the board of directors of the surviving corporation;
  · Verizon’s CEO is the CEO of the surviving corporation; and
  · The headquarters of the surviving corporation is located in New York, New York.

 

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