This excerpt taken from the VZ DEF 14A filed Mar 23, 2009.
Terms of 2008 PSU Awards
The following table shows the percentage of PSUs that were originally awarded for the 2008-2010 performance cycle that can be earned based on a range of relative TSR positioning compared with the companies in the Related Dow Peers.
Verizons TSR during the three-year performance cycle must rank at least 16th among the members of the Related Dow Peers in order to earn 100% of the target number of PSUs. Similarly, the maximum number of PSUs (200% of target) can only be earned if Verizons TSR during the three-year performance cycle ranks among the top four companies, representing approximately the 90th percentile of the companies in the Related Dow Peers. If Verizons TSR during the three-year performance cycle falls below approximately the 25th percentile of the companies in the Related Dow Peers, none of the PSUs will be earned.
Under Mr. Seidenbergs 2008 PSU award, the Committee may recommend that the Board increase his payout based on the Companys performance during the three-year performance cycle in the following strategic areas: (i) producing double-digit consolidated earnings growth each year; (ii) maintaining Verizon Wirelesss market leadership position; (iii) sustaining Verizons top line consolidated total revenue growth at 5-6% per year; (iv) developing Verizons executive talent pool and preparing Verizons succession plan; (v) participating in and providing leadership to various industry forums; and (vi) implementing key policy initiatives. The Committee has not assigned a particular weight to any of these strategic initiatives and has the discretion to recommend to the Board whether and to what degree the award should be increased. However, if Verizons relative TSR performance during the measurement period does not merit any payout of PSUs, Mr. Seidenberg may not receive any payment of his 2008 PSU award (including any portion relating to these strategic initiatives). The maximum total payout for Mr. Seidenbergs 2008 PSU award, including the value of any discretionary payment based on these strategic initiatives, cannot exceed the amount that would be payable if the percentage of earned PSUs was equal to 200% of the number of PSUs awarded.