Verizon Communications (VZ)

(a) Voluntary Separation (including Retirement) On or Before December 31, 2012 or Discharge for Cause On or Before December 31, 2012.

(1) If the Participant (i) voluntarily quits or Retires (as defined in paragraph 7(b)(4)) on or before December 31, 2012, (iii) is terminated for Cause (as defined below) on or before December 31, 2012, or (iii) separates from employment on or before December 31, 2012 under circumstances not described in paragraph 7(b), all then-unvested PSUs shall be canceled immediately and shall not be payable.

(2) For purposes of this Agreement, “Cause” means (i) grossly incompetent performance or substantial or continuing inattention to or neglect of the duties and responsibilities assigned to the Participant; fraud, misappropriation or embezzlement; or a material breach of the Verizon Code of Conduct or any of the Participant’s Obligations set forth in Exhibit A to this Agreement, all as determined by the Executive Vice President – Human Resources of Verizon (or his or her designee) in his or her discretion, or (ii) commission of any felony of which the Participant is finally adjudged guilty by a court of competent jurisdiction.