Proxy Statement
Compensation Tables

Summary Compensation Table

Name and
Principal Position

(a)

Year
(b)

Salary
($)
(c)

Bonus
($)
(d)

Stock
Awards1
($)
(e)

Option
Awards
($)
(f)

Non-Equity
Incentive Plan
Compensation3
($)
(g)

Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings4
($)
(h)

All Other
Compensation5
($)
(i)

Total
($)
(j)

 

Ivan G. Seidenberg

2007

2,100,000

0

19,198,033

0

4,200,000

203,231

852,312

26,553,576

Chairman & CEO

2006

2,100,000

0

13,076,534

0

4,252,500

1,097,288

734,432

21,260,754

 
 

Dennis F. Strigl

2007

1,250,000

0

14,562,022

0

2,000,000

32,321

615,797

18,460,140

President & COO

2006

1,125,000

0

10,305,507

0

2,148,750

537,778

484,200

14,601,235

 
 

William P. Barr

2007

840,000

0

7,480,222

0

1,008,000

80,990

281,402

9,690,614

Executive Vice President &

2006

840,000

0

6,298,436

0

1,020,600

313,774

230,990

8,703,800

General Counsel

 

Doreen A. Toben

2007

825,000

0

7,346,677

0

990,000

20,788

282,860

9,465,325

Executive Vice President & CFO

2006

825,000

0

6,175,549

0

1,002,375

284,787

214,347

8,502,058

 

 

Lowell C. McAdam
Executive Vice President &
President & CEO
Verizon Wireless Joint Venture

2007

800,000

0

8,507,034

7,210,4762

1,032,000

207,429

332,224

18,089,163

 

  1. This column reflects the accounting expense that the Company incurred in 2007 in accordance with Statement of Financial Accounting Standards, or SFAS, No. 123(R) for the outstanding PSUs and RSUs granted to the named executive officers in 2007, 2006 and 2005. The accounting expense includes: the entire grant date fair value of the 2007 awards; the change in the value of the 2007 and 2006 PSU awards using an estimated performance attainment of 85% of the target award value; the change in the performance attainment for the 2005 PSUs as described on pages 27-28, calculated using $43.69, the closing price of Verizon's common stock on December 31, 2007; dividend equivalents on the outstanding awards; and the effect of the 17.3% increase in Verizon’s stock price in 2007. In addition, the accounting expense includes for Mr. Strigl, one-half vesting of his special 2007 RSU award and for Mr. McAdam, one-third vesting of his 2005 and 2006 PSU and RSU awards. The 2007 accounting expense is also based on the assumptions described in note 14 to the Company's consolidated financial statements for the year ended December 31, 2007, as included in the Company’s 2007 Annual Report to Shareowners.
  2. This amount reflects the accounting expense that the Company incurred in 2007 in accordance with SFAS No. 123(R) for partnership value appreciation rights previously granted to Mr. McAdam under the 2000 Verizon Wireless Long-Term Incentive Plan. The accounting expense is based on the assumptions described in note 14 to the Company’s consolidated financial statements for the year ended December 31, 2007, as included in the Company’s 2007 Annual Report to Shareowners.
  3. This column reflects the 2007 Short-Term Plan award paid to the named executive officers in February 2008, as described on pages 24-25.
  4. For Messrs. Seidenberg, Strigl, Barr and McAdam, the amount shown in this column reflects the sum of the change in the actuarial present value for the frozen defined benefit plans and the above-market earnings on nonqualified deferred compensation plans as follows: $131,691 and $71,540 for Mr. Seidenberg; $13,539 and $18,782 for Mr. Strigl; $41,426 and $39,564 for Mr. Barr; and $205,260 and $2,169 for Mr. McAdam. For Ms. Toben, there was a reduction of $38,181 in pension value based on the applicable calculation formula and accordingly, the amount shown in this column only reflects above market earnings.
  5. The following table provides the detail for 2007 compensation reported in the "All Other Compensation" column:

Name

Personal Use
of Company
Aircrafta
($)

Personal Use
of Company
Vehicleb
($)

Financial
Planning
Allowancec
($)

Personal
Traveld
($)

Company
Contributions
to the
Qualified
Savings Plan
($)

Company
Contributions
to the
Nonqualified
Deferral Plan
($)

Company
Contributions
to the
Life Insurance
Benefite
($)

Taxes
Associated with
Personal
Travel
and
Life Insurancef
($)

All Other
Compensation
Total
($)

Mr. Seidenberg

149,023

9,130

10,000

0

12,462

431,395

135,050

105,252

852,312

Mr. Strigl

137,889

13,485

10,000

8,354

15,700

220,959

109,018

100,392

615,797

Mr. Barr

10,317

0

10,000

0

12,462

116,966

73,912

57,745

281,402

Ms. Toben

39,889

0

9,500

0

14,600

113,315

56,630

48,926

282,860

Mr. McAdam

5,113

0

10,000

8,354

20,100

138,567

76,885

73,205

332,224

a.

The incremental cost of the personal use of a Company aircraft is determined by multiplying the total 2007 personal flight hours by the incremental aircraft cost per hour. The incremental aircraft cost per hour is derived by adding the annual aircraft maintenance costs, fuel costs, aircraft trip expenses and crew trip expenses, and then dividing by the total annual flight hours.

b.

The incremental cost of the personal use of a Company vehicle is determined by (i) calculating the incremental vehicle cost per mile by dividing the annual lease and fuel costs by the total annual miles (ii) multiplying the total 2007 personal miles by the incremental vehicle cost per mile and (iii) adding the incremental driver cost (the 2007 driver hours for personal use multiplied by the driver's hourly rate).

c.

The Company provides each of the named executive officers with a financial planning allowance equal to the Company’s payment for the services, up to $10,000. Because Mr. Seidenberg’s benefit is provided under a predecessor company's program, he receives imputed income on 100% of the value reported. All of the other named executive officers participate in Verizon’s financial planning program and receive imputed income on 50% of the value reported.

d.

The incremental cost of personal travel is equal to the direct expenses related to lodging, ground transportation, meals and other travel-related items.

e.

Executive life insurance is available to executives on a voluntary basis. Executives who choose to participate in this program are excluded from the basic and supplemental life insurance programs that Verizon provides to general management employees. The executive owns the insurance policy and is responsible for paying the premiums. However, Verizon pays each executive an amount that covers part of the premium, which is shown in this column. Executives who choose not to participate in the executive life insurance program do not receive a payment. For Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam, the executive life insurance policy provides a death benefit equal to five times the sum of the executive’s base salary plus their short-term incentive opportunity at the threshold level if the executive dies before the earlier of the fifth anniversary of their retirement date or the date on which the executive reaches age 65, or age 60 in the case of Mr. McAdam who is a new participant in the Verizon plan. If an executive continues the policy after the earlier of those dates, the death benefit is reduced to two times (three times in the case of Mr. Barr as a result of the preservation of his benefit under the GTE Corporation, a predecessor company, (GTE) executive life insurance plan) the executive’s base salary as of such earlier date. For Mr. Seidenberg, the executive life insurance policy provides a death benefit equal to approximately $10 million as a result of the preservation of his benefit under the NYNEX Corporation, a predecessor company, (NYNEX) plan.

f.

For Mr. Seidenberg, Mr. Barr and Ms. Toben, the amount in this column is the tax gross-up associated with the payment they received from Verizon to cover part of the premium for executive life insurance. For Mr. Strigl and Mr. McAdam, respectively, the amount in this column is the tax gross-up of $6,206 and $6,188 associated with personal travel, and the tax gross-up of $94,186 and $67,017 associated with the payment they received from Verizon to cover part of the premium for executive life insurance.

Plan-Based Awards

The following table provides information as to the awards granted during 2007 under the Short-Term Incentive Plan and the Long-Term Incentive Plan to each named executive officer.

Grants of Plan-Based Awards

 

Estimated Future Payouts Under Non-Equity Incentive Plan Awards2

 

Estimated Future Payouts Under Equity Incentive Plan Awards3

 

All Other
Stock Awards:
Number of
Shares of
Stock or Units4
(#)
(i)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(j)

Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)

Grant Date
Fair Value of
Stock and
Option
Awards5
($)
(l)

Name
(a)

Type of Award1

Grant
Date
(b)

Threshold
($)
(c)

Target
($)
(d)

Maximum
($)
(e)

 

Threshold
(#)
(f)

Target
(#)
(g)

Maximum
(#)
(h)

 

Mr. Seidenberg

STIP

2,625,000

3,937,500

5,250,000

 

 

 

 

 

 

 

 

 

 

PSU

2/1/2007

 

 

 

 

62,154

388,463

600,823

 

 

 

 

13,125,200

Mr. Strigl

STIP

1,250,000

1,875,000

2,500,000

 

 

 

 

 

 

 

 

 

 

PSU

2/1/2007

 

 

 

 

22,198

138,740

277,480

 

 

 

 

4,687,680

 

RSU

2/1/2007

 

 

 

 

 

 

 

 

82,240

 

 

3,125,120

 

RSU

2/1/2007

 

 

 

 

 

 

 

 

78,948

 

 

3,000,024

Mr. Barr

STIP

630,000

945,000

1,260,000

 

 

 

 

 

 

 

 

 

 

PSU

2/1/2007

 

 

 

 

12,532

78,322

156,644

 

 

 

 

2,646,320

 

RSU

2/1/2007

 

 

 

 

 

 

 

 

46,430

 

 

1,764,340

Ms. Toben

STIP

618,750

928,125

1,237,500

 

 

 

 

 

 

 

 

 

 

PSU

2/1/2007

 

 

 

 

12,307

76,917

153,834

 

 

 

 

2,598,820

 

RSU

2/1/2007

 

 

 

 

 

 

 

 

45,600

 

 

1,732,800

Mr. McAdam

STIP

600,000

900,000

1,200,000

 

 

 

 

 

 

 

 

 

 

PSU

2/1/2007

 

 

 

 

11,934

74,589

149,178

 

 

 

 

2,520,160

 

RSU

2/1/2007

 

 

 

 

 

 

 

 

44,220

 

 

1,680,360

  1. These awards are described in the Compensation Discussion and Analysis on pages 23-27.
  2. The actual amount awarded was paid in February 2008 and is shown in column (g) of the Summary Compensation Table on page 30.
  3. The PSUs granted in 2007 will accrue quarterly dividends that will be reinvested in the participant’s account as additional PSUs. Each PSU is credited with the same dividend that is paid on a share of Verizon’s common stock. PSUs and the applicable dividend equivalents are paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives.
  4. The RSUs granted in 2007 to the named executive officers are included in this column. Each RSU is credited with the same dividend that is paid on a share of Verizon’s common stock and these dividends will be reinvested into the participant’s account as additional RSUs and will be included in the final RSU payment.
  5. This column reflects the dollar value of the PSUs and RSUs based on the closing price of Verizon's common stock on February 1, 2007, the grant date.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Stock Awards

Name
(a)

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)

Option
Exercise
Price
($)
(e)

Option
Expiration
Date
(f)

Number of
Shares or
Units of
Stock
That Have
Not
Vested1
(#)
(g)

Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested3
($)
(h)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or
Other Rights
That Have
Not Vested2
(#)
(i)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested3
($)
(j)

Grant Date

Mr. Seidenberg

171,378

0

0

44.45

1/27/2008

0

0

435,366

19,021,141

3/3/2006

 

608,827

0

0

53.87

1/26/2009

0

0

355,688

15,540,009

2/1/2007

 

547,949

0

0

57.22

1/25/2010

0

0

0

0

 

 

672,750

0

0

41.88

6/30/2010

0

0

0

0

 

 

812,371

0

0

54.32

1/10/2011

0

0

0

0

 

 

779,251

0

0

47.03

1/23/2012

0

0

0

0

 

 

509,427

0

0

37.24

2/2/2013

0

0

0

0

 

 

484,690

0

0

35.51

2/3/2014

0

0

0

0

 

Mr. Strigl

28,318

0

0

63.71

1/27/2008

99,645

4,353,490

149,467

6,530,213

2/1/2006

 

133,948

0

0

53.87

1/26/2009

84,690

3,700,106

127,034

5,550,115

2/1/2007

 

131,507

0

0

57.22

1/25/2010

81,299

3,551,953

0

0

2/1/2007

 

414,000

0

0

41.88

6/30/2010

0

0

0

0

 

 

253,885

0

0

54.32

1/10/2011

0

0

0

0

 

 

259,785

0

0

47.03

1/23/2012

0

0

0

0

 

 

219,316

0

0

35.51

2/3/2014

0

0

0

0

 

Mr. Barr

77,277

0

0

43.07

2/17/2008

62,499

2,730,581

93,748

4,095,850

2/1/2006

 

83,843

0

0

51.51

2/15/2009

47,813

2,088,950

71,714

3,133,185

2/1/2007

 

93,944

0

0

53.97

2/9/2010

0

0

0

0

 

 

310,500

0

0

41.88

6/30/2010

0

0

0

0

 

 

201,411

0

0

54.32

1/10/2011

0

0

0

0

 

 

200,169

0

0

47.03

1/23/2012

0

0

0

0

 

 

154,939

0

0

37.24

2/2/2013

0

0

0

0

 

 

151,834

0

0

35.51

2/3/2014

0

0

0

0

 

Ms. Toben

33,493

0

0

44.45

1/27/2008

61,391

2,682,173

92,081

4,023,019

2/1/2006

 

91,079

0

0

53.87

1/26/2009

46,958

2,051,595

70,427

3,076,956

2/1/2007

 

85,697

0

0

57.22

1/25/2010

0

0

0

0

 

 

134,550

0

0

41.88

6/30/2010

0

0

0

0

 

 

129,468

0

0

54.32

1/10/2011

0

0

0

0

 

 

128,650

0

0

47.03

1/23/2012

0

0

0

0

 

 

144,382

0

0

37.24

2/2/2013

0

0

0

0

 

 

127,177

0

0

35.51

2/3/2014

0

0

0

0

 

Mr. McAdam4

197,530

0

0

30.00

7/10/2010

52,082

2,275,463

78,129

3,413,456

2/1/2006

 

376,331

0

0

16.69

10/15/2011

45,537

1,989,512

68,295

2,983,809

2/1/2007

 

420,863

0

0

13.89

3/31/2014

0

0

0

0

0

  1. The 2007 and 2006 RSUs vest on December 31, 2009 and December 31, 2008, respectively. Mr. Strigl’s special RSU award of 81,299 units vests on January 31, 2009. This column includes the estimated dividend equivalents. RSUs accrue quarterly dividends that are reinvested into the participant’s account as additional RSUs and will be included in the final RSU payment.
  2. The 2007 and 2006 PSUs vest on December 31, 2009 and December 31, 2008, respectively. This column includes the estimated dividend equivalents. PSUs and the applicable dividend equivalents are paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives.
  3. The value of these awards was calculated by using a share price of $43.69, the closing price of Verizon’s common stock on December 31, 2007.
  4. Each option award listed for Mr. McAdam represents unexercised partnership value appreciation rights granted by Verizon Wireless, his employer on the date the rights were granted. Upon exercise, these rights enable Mr. McAdam to receive a cash amount equal to the difference between the then current value of the corresponding Verizon Wireless partnership units over the exercise price for such rights as reported in the table. The Option Awards section of the table sets forth the number of unexercised partnership value appreciation rights held by Mr. McAdam at year-end, the exercise price and expiration date of each award. The values in the Stock Awards section of the table are attributable to grants of Verizon RSUs and PSUs.

Value Realized from Stock Options and Certain Stock-Based Awards

The following table reports the number of options exercised and the value that each named executive officer realized in 2007 and the value realized in 2007 from the following stock-based awards:

  • 2005 PSUs that vested on December 31, 2007;
  • 2005 RSUs that vested on December 31, 2007 for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam.

In 2008, based on the Company’s relative TSR, the Human Resources Committee approved a payment of 76% of the target number of PSUs granted for the 2005-2007 performance cycle for all participants, including the named executive officers. Verizon's TSR ranked in the 44th percentile when compared to the companies in the S&P 500 Index and in the 46th percentile when compared to the Industry Peers over that same period. For Mr. Seidenberg, the Board approved his 2005 PSU award payment, including that portion relating to strategic initiatives, as described on pages 27-28. As of December 31, 2007, the value of the 2005 PSUs for Mr. Seidenberg, Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam was $17,000,000, $4,613,993, $2,893,801, $2,842,140 and $2,015,566, respectively. The value of the 2005 RSUs for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam was $4,047,361, $2,538,422, $2,493,279 and $1,767,867, respectively.

Option Exercises and Stock Vested

 

Option Awards

Stock Awards

Name
(a)

Number of Shares
Acquired on
Exercise
(#)
(b)

Value Realized on
Exercise
($)
(c)

Number of Shares
Acquired on
Vesting
(#)
(d)

Value Realized on
Vesting
($)
(e)

Mr. Seidenberg

198,416

162,342

389,105

17,000,000

Mr. Strigl

307,471

1,842,093

198,246

8,661,3541

Mr. Barr

262,641

887,228

124,336

5,432,223

Ms. Toben

72,287

285,051

122,120

5,335,4191

Mr. McAdam

0

0

86,597

3,783,433

  1. Mr. Strigl deferred 50% of his RSU award in the amount of $2,023,681 and Ms. Toben deferred 100% of her RSU award in the amount of $2,493,279 into the Verizon Executive Deferral Plan described on page 35.

Retirement Plans

The following table illustrates the actuarial present value as of December 31, 2007 of pension benefits accumulated by the named executive officers.

Pension Benefits

Name
(a)

Plan Name
(b)

Number of Years
Credited Service
(#)
(c)

Present Value of
Accumulated
Benefit1
($)
(d)

Payments During
Last Fiscal Year
($)
(e)

Mr. Seidenberg

Verizon Management Pension Plan

42

1,575,177

0

 

Verizon Excess Pension Plan

3

1,219,836

0

Mr. Strigl

Verizon Management Pension Plan

19

308,790

0

 

Verizon Excess Pension Plan

3

571,533

0

Mr. Barr

Verizon Management Pension Plan

13

306,583

0

 

Verizon Excess Pension Plan

3

379,581

0

Ms. Toben

Verizon Management Pension Plan

36

1,336,858

0

 

Verizon Excess Pension Plan

3

325,137

0

Mr. McAdam2

Verizon Wireless Retirement Plan - Qualified

24

475,631

0

 

Verizon Wireless Retirement Plan - Nonqualified

10

707,998

0

  1. The value of the pension benefit is based on the assumptions for SFAS No. 87 as described in note 15 to the Company’s consolidated financial statements for the year ended December 31, 2007, as included in the Company's 2007 Annual Report to Shareowners. However, in accordance with the requirements for this table, the values are calculated at the earliest unreduced retirement age under the plan. For Mr. McAdam, the assumptions are generally the same as described above except for the discount rate, which was 6.25%.

    Until June 30, 2006, Mr. Seidenberg, Mr. Strigl and Ms. Toben were eligible to receive pension benefits under either (i) a cash balance formula that provided for retirement pay credits equal to between four and seven percent (depending on age and service) of annual eligible pay for each year of service or (ii) a highest average pay formula based on 1.35% of the executive’s average annual eligible pay for the five highest consecutive years for each year of service. Under the cash balance formula, a participant's account balance is also credited with monthly interest based upon the prevailing market yields on certain U.S. Treasury obligations. As a former employee of GTE, Mr. Barr was eligible to earn a pension under a modified highest average pay formula until May 31, 2004. The modified highest average pay formula was based on the better of the 1.35% formula referenced above or a formula that was integrated with social security, with a 1.15% accrual for eligible pay under the social security integration level of $41,700 and 1.45% above the social security integration level. Both highest average pay formulas were discontinued on May 31, 2004, for all former GTE employees who did not have 10 years of service as of January 1, 2002, and Mr. Barr ceased to accrue a pension under those formulas. Mr. Barr was eligible to earn a pension under the cash balance formula from January 1, 2002 until June 30, 2006. Mr. McAdam was not eligible for benefits under the Verizon Management Pension Plan because he was employed by Verizon Wireless prior to January 1, 2007. Eligible pay under the Verizon Management Pension Plan consisted of the employee’s base salary and short-term incentives, up to the Internal Revenue Service qualified plan compensation limit.

    Pension benefits for all eligible pay in excess of the IRS limit were provided under the Verizon Excess Pension Plan, the Company’s nonqualified defined benefit retirement plan, based on the cash balance formula. Mr. McAdam was not eligible for benefits under the Verizon Excess Pension Plan because he was employed by Verizon Wireless prior to January 1, 2007. As previously noted, all accruals under both the Verizon Management Pension Plan and the Verizon Excess Pension Plan were frozen as of June 30, 2006.

  2. In 2001, Verizon Wireless consolidated the pension plans of several predecessor companies under the Verizon Wireless Retirement Plan. Mr. McAdam is entitled to both a tax-qualified and a nonqualified pension benefit under this plan. Mr. McAdam’s tax-qualified pension benefit was determined under two formulas: (i) for the period from January 1, 2001 until May 31, 2004, a cash balance formula that provided pay credits equal to two percent of annual eligible pay up to the IRS compensation limit (under the cash balance formula, a participant's account balance is also credited on an ongoing basis with interest credits based upon the 30-year Treasury bond); and (ii) a final average pay formula based on 24 years of service multiplied by 1.45% of Mr. McAdam’s average annual eligible pay for the five final consecutive years for each year of service through the end of 2006, at which time no further adjustments to eligible pay were recognized under the plan. Mr. McAdam's nonqualified plan benefit was determined using the 1.45% final average pay formula and was calculated based on 10 years of service and only included his eligible pay in excess of the IRS compensation limit through the end of 2006, at which time no further adjustments to eligible pay were recognized under the plan. For Mr. McAdam, eligible pay consisted of base salary and short-term incentives. No participant under the plan was eligible for cash balance credits under the nonqualified portion of the plan. Mr. McAdam is no longer accruing any additional benefits under this plan.

Defined Contribution Savings Plans

During 2007, the named executive officers were eligible to participate in the Company’s tax-qualified defined contribution savings plan, the Verizon Management Savings Plan, which is referred to as the Savings Plan, and its nonqualified defined contribution savings plan, the Verizon Executive Deferral Plan, which is referred to as the Deferral Plan.

The named executive officers are permitted to defer up to 16% of their eligible pay into the Savings Plan, up to the IRS qualified plan compensation limit. Verizon provides a matching contribution equal to 100% of the first 6% of eligible pay that a participant contributes to the Savings Plan. Plan participants whose compensation exceeds the IRS compensation limit can generally contribute additional amounts into the Deferral Plan, and Verizon provides a matching contribution in that plan similar to the matching contribution in the Savings Plan. Compensation eligible for deferral under the Deferral Plan includes 100% of base salary in excess of the IRS compensation limit, short-term incentive compensation and long-term incentive compensation. Deferrals of long-term incentive compensation are not eligible for Company matching contributions.

The named executive officers who participate in the Savings Plan and the Deferral Plan are eligible for an additional discretionary matching contribution of up to 3% of eligible pay. In determining any additional discretionary matching contribution, the Company intends to use the same criteria that determine the short-term incentive award that is received by employees at the corporate level. For example, if the Short-Term Plan award for corporate employees is paid at target, employees who participate in the Savings Plan and employees who participate in the Deferral Plan would be eligible for an additional 1.75% in Company matching contributions. Employees must contribute at least 6% of their eligible pay to the Savings Plan and the Deferral Plan in order to be eligible for the full discretionary matching contribution. For 2007, based upon the Company’s performance, a 2% discretionary matching contribution was approved.

The following table shows the 2007 account activity for each named executive officer and includes each executive’s contributions, Company matching contributions, earnings and the aggregate balance of his or her total deferral account as of December 31, 2007.

Nonqualified Deferred Compensation

Name
(a)

Executive
Contributions
in Last FY1
($)
(b)

Registrant
Contributions
in Last FY2
($)
(c)

Aggregate
Earnings
in Last FY
($)
(d)

Aggregate
Withdrawals/
Distributions
($)
(e)

Aggregate
Balance at
Last FYE4
($)
(f)

Mr. Seidenberg

367,650

431,395

5,769,707

0

53,517,8665

Mr. Strigl

190,425

220,959

850,863

0

11,887,346

Mr. Barr

98,136

116,966

1,271,646

0

17,533,491

Ms. Toben

1,040,138

113,315

724,580

0

14,235,085

Mr. McAdam

96,814

138,567

175,1183

0

2,891,4873

1.

Of the amounts listed in this column, the following amounts are included in the Summary Compensation Table in columns (c) and (j): for Mr. Seidenberg, $112,500; for Mr. Strigl, $61,500; for Mr. Barr, $36,900; for Ms. Toben, $138,000; and for Mr. McAdam, $34,500.

2.

The amounts listed in this column are included in columns (i) and (j) of the Summary Compensation Table.

3.

For Mr. McAdam, column (d) includes $112,206 in earnings under the Verizon Wireless nonqualified deferred compensation plan and column (f) includes $1,911,880 of aggregate balance under the Verizon Wireless nonqualified deferred compensation plan. Mr. McAdam is no longer an active participant in that plan.

4.

The aggregate balances shown in column (f) include the following amounts that were reported as compensation to the named executive officer in the Summary Compensation Table in previous proxy statements of the registrant:

  • For Mr. Seidenberg, a total of $39,125,416 was reported (1998 to 2007);
  • For Mr. Strigl, a total of $10,552,233 was reported (2001 to 2007);
  • For Mr. Barr, a total of $2,817,764 was reported (2003 to 2007); and
  • For Ms. Toben, a total of $8,888,690 was reported (2003 to 2007).

5.

For Mr. Seidenberg, approximately 40% of his aggregate balance is invested in Verizon share units.

Potential Payments upon Termination or Change in Control

As described on page 29, Verizon does not generally provide new employment agreements. Mr. Seidenberg’s employment agreement expired in 2004 and was not replaced. Accordingly, Mr. Seidenberg is not eligible for any severance benefits 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 always 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. PSUs will be paid to the extent that Verizon's relative TSR meets or exceeds threshold performance objectives.

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; or
  • 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:

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

Severance and Change in Control Benefits

The following tables show the specific potential payments that would have been made to each of the named executive officers if a termination, death, disability or a Change in Control had occurred on December 31, 2007.

The following tables do not include amounts payable upon termination for retirement benefits and accrued balances under any nonqualified deferred compensation plan, which are described above in the Pension Benefits and Nonqualified Deferred Compensation tables on pages 34 and 36, respectively. The footnotes appear on pages 40-41 following the tables.

Mr. Seidenberg

Executive Benefits and
Payments
Upon Termination

Retirement
($)

Involuntary
Termination
Without Cause
($)

Involuntary
Termination
For Cause
($)

Voluntary
Termination
For Good
Reason or
Change in
Control
($)

Change in
Control
Without
Termination
($)

Death
($)

Disability
($)

Compensation:

 

 

 

 

 

 

 

Base Salary

0

0

0

NA

0

0

0

Short-term Incentive

3,937,500

3,937,500

0

NA

3,937,500

3,937,500

3,937,500

Long-term Incentives1

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

2006 PSU Grant

16,167,969

16,167,969

0

NA

19,021,141

16,167,969

16,167,969

2007 PSU Grant

13,209,007

13,209,007

0

NA

15,540,009

13,209,007

13,209,007

Employment Agreement

NA

NA

NA

NA

NA

NA

NA

Benefits and Perquisites:

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

NA

0

0

1,155,665

Executive Life Insurance4

2,413,083

2,413,083

0

NA

0

10,051,000

2,413,083

Tax Gross-up5

1,880,659

1,880,659

0

NA

0

0

1,880,659

Financial Planning

10,000

10,000

0

NA

0

10,000

10,000

Aircraft Usage6

736,350

736,350

0

NA

0

0

0

280G Tax Gross-up

NA

NA

NA

NA

NA

NA

NA

Total

38,354,568

38,354,568

0

NA

38,498,650

43,375,476

38,773,883

Mr. Strigl

Executive Benefits and
Payments
Upon Termination

Retirement
($)

Involuntary
Termination
Without Cause
($)

Involuntary
Termination
For Cause
($)

Voluntary
Termination
For Good
Reason or
Change in
Control
($)

Termination
For Change in
Control
($)

Change in
Control
Without
Termination
($)

Death
($)

Disability
($)

Compensation:

 

 

 

 

 

 

 

 

Base Salary

0

0

0

0

0

0

0

0

Short-term Incentive

1,875,000

1,875,000

0

1,875,000

1,875,000

1,875,000

1,875,000

1,875,000

Long-term Incentives1

 

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

 

2006 PSU Grant

5,550,681

5,550,681

0

5,550,681

6,530,213

6,530,213

5,550,681

5,550,681

2007 PSU Grant

4,717,598

4,717,598

0

4,717,598

5,550,115

5,550,115

4,717,598

4,717,598

Restricted Stock Units

 

 

 

 

 

 

 

 

2006 RSU Grant

4,353,490

4,353,490

0

4,353,490

4,353,490

4,353,490

4,353,490

4,353,490

2007 RSU Grant

3,700,106

7,252,059

0

7,252,059

7,252,059

7,252,059

7,252,059

7,252,059

Employment Agreement2

0

17,500,000

0

17,500,000

17,500,000

0

17,500,000

16,331,552

Benefits and Perquisites:

 

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

0

0

0

0

1,168,448

Executive Life Insurance4

637,461

637,461

0

637,461

637,461

0

12,500,000

637,461

Tax Gross-up5

550,724

550,724

0

550,724

550,724

0

0

550,724

Financial Planning

10,000

10,000

0

10,000

10,000

0

10,000

10,000

Outplacement Services

0

14,500

0

14,500

14,500

0

0

0

280G Tax Gross-up7

0

0

0

0

0

0

0

0

Total

21,395,060

42,461,513

0

42,461,513

44,273,562

25,560,877

53,758,828

42,447,013

Mr. Barr

Executive Benefits and
Payments
Upon Termination

Retirement
($)

Involuntary
Termination
Without Cause
($)

Involuntary
Termination
For Cause
($)

Voluntary
Termination
For Good
Reason or
Change in
Control
($)

Termination
For Change in
Control
($)

Change in
Control
Without
Termination
($)

Death
($)

Disability
($)

Compensation:

 

 

 

 

 

 

 

 

Base Salary

0

0

0

0

0

0

0

0

Short-term Incentive

945,000

945,000

0

945,000

945,000

945,000

945,000

945,000

Long-term Incentives1

 

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

 

2006 PSU Grant

3,481,473

3,481,473

0

3,481,473

4,095,850

4,095,850

3,481,473

3,481,473

2007 PSU Grant

2,663,207

2,663,207

0

2,663,207

3,133,185

3,133,185

2,663,207

2,663,207

Restricted Stock Units

 

 

 

 

 

 

 

 

2006 RSU Grant

2,730,581

2,730,581

0

2,730,581

2,730,581

2,730,581

2,730,581

2,730,581

2007 RSU Grant

2,088,950

2,088,950

0

2,088,950

2,088,950

2,088,950

2,088,950

2,088,950

Employment Agreement2

0

10,080,000

0

10,080,000

10,080,000

0

10,080,000

8,361,904

Benefits and Perquisites:

 

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

0

0

0

0

1,718,096

Executive Life Insurance4

607,804

607,804

0

607,804

607,804

0

7,350,000

607,804

Tax Gross-up5

525,102

525,102

0

525,102

525,102

0

0

525,102

Financial Planning

10,000

10,000

0

10,000

10,000

0

10,000

10,000

Outplacement Services

0

14,500

0

14,500

14,500

0

0

0

280G Tax Gross-up7

0

0

0

0

0

0

0

0

Total

13,052,117

23,146,617

0

23,146,617

24,230,972

12,993,566

29,349,211

23,132,117

Ms. Toben

Executive Benefits and
Payments
Upon Termination

Retirement
($)

Involuntary
Termination
Without Cause
($)

Involuntary
Termination
For Cause
($)

Voluntary
Termination
For Good
Reason
($)

Change in
Control
Without
Termination
($)

Death
($)

Disability
($)

Compensation:

 

 

 

 

 

 

 

Base Salary

0

0

0

0

0

0

0

Short-term Incentive

928,125

928,125

0

928,125

928,125

928,125

928,125

Long-term Incentives1

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

2006 PSU Grant

3,419,566

3,419,566

0

3,419,566

4,023,019

3,419,566

3,419,566

2007 PSU Grant

2,615,412

2,615,412

0

2,615,412

3,076,956

2,615,412

2,615,412

Restricted Stock Units

 

 

 

 

 

 

 

2006 RSU Grant

2,682,173

2,682,173

0

2,682,173

2,682,173

2,682,173

2,682,173

2007 RSU Grant

2,051,595

2,051,595

0

2,051,595

2,051,595

2,051,595

2,051,595

Employment Agreement2

0

2,887,500

0

2,887,500

0

1,443,750

0

Benefits and Perquisites:

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

0

0

0

1,655,246

Executive Life Insurance4

325,048

325,048

0

325,048

0

7,220,000

325,048

Tax Gross-up5

280,820

280,820

0

280,820

0

0

280,820

Financial Planning

10,000

10,000

0

10,000

0

10,000

10,000

Outplacement Services

0

14,500

0

14,500

0

0

0

280G Tax Gross-up7

0

0

0

0

0

0

0

Total

12,312,739

15,214,739

0

15,214,739

12,761,868

20,370,621

13,967,985

Mr. McAdam

Executive Benefits and
Payments
Upon Termination

Retirement
($)

Involuntary
Termination
Without Cause
($)

Involuntary
Termination
For Cause
($)

Voluntary
Termination
For Good
Reason
($)

Change in
Control
Without
Termination
($)

Death
($)

Disability
($)

Compensation:

 

 

 

 

 

 

 

Base Salary

0

0

0

0

0

0

0

Short-term Incentive

900,000

900,000

0

900,000

900,000

900,000

900,000

Long-term Incentives1

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

2006 PSU Grant

0

2,901,438

0

2,901,438

3,413,456

2,901,438

2,901,438

2007 PSU Grant

2,536,237

2,536,237

0

2,536,237

2,983,809

2,536,237

2,536,237

Restricted Stock Units

 

 

 

 

 

 

 

2006 RSU Grant

0

2,275,463

0

2,275,463

2,275,463

2,275,463

2,275,463

2007 RSU Grant

1,989,512

1,989,512

0

1,989,512

1,989,512

1,989,512

1,989,512

Employment Agreement2

0

2,800,000

0

2,800,000

0

1,400,000

0

Benefits and Perquisites:

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

0

0

0

2,100,469

Executive Life Insurance4

413,466

413,466

0

413,466

0

7,000,000

413,466

Tax Gross-up5

357,207

357,207

0

357,207

0

0

357,207

Financial Planning

10,000

10,000

0

10,000

0

10,000

10,000

Outplacement Services

0

14,500

0

14,500

0

0

0

280G Tax Gross-up7

0

0

0

0

0

0

0

Total

6,206,422

14,197,823

0

14,197,823

11,562,240

19,012,650

13,483,792

1.

The estimated value of the 2006 and 2007 PSU and RSU awards that would have been payable pursuant to the terms of the award agreements upon retirement on December 31, 2007 were calculated using:

  • $43.69, the closing price of Verizon's stock on December 31, 2007; and

  • For PSUs, estimated performance attainment as explained in footnote 1 to the Summary Compensation Table on page 30.

If a Change in Control occurs, all of the PSU awards will be immediately payable at their target amount and all RSU awards will be immediately payable.

2.

The employment agreements for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam provide that:

  • If the executive resigns or voluntarily retires, the executive is eligible for a prorated Short-Term Plan award for the year of retirement and vesting and payment of outstanding Long-Term Plan awards on the regularly scheduled dates. PSUs will be paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives.

  • If the executive’s employment is involuntarily terminated without cause, or is terminated as a result of death or disability, or is voluntarily terminated for good reason, the executive will receive the lump-sum cash severance payment provided in the executive’s employment agreement, the ability to exercise outstanding stock options (or, in the case of Mr. McAdam, partnership value appreciation rights) until the earlier of five years after the date of termination or the date on which the option or right expires, and vesting and payment of outstanding Long-Term Plan awards on the regularly scheduled dates. PSUs will be paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives. Good reason is generally defined as a material breach of the executive's employment agreement, a material reduction in the executive's overall compensation opportunities or a change of more than fifty miles in the executive's principal work location.

  • If the executive’s employment is terminated involuntarily without cause following a Change in Control, the executive will generally receive the same benefits as if the executive’s employment were involuntarily terminated without cause.

  • If the executive’s employment is terminated as the result of a disability, the separation benefits under the employment agreement will be offset by amounts payable to the executive under any Company-sponsored disability plan.

  • If the executive’s employment is terminated for cause, he or she will no longer receive any salary or benefits and will forfeit any outstanding stock options and any outstanding PSUs and RSUs. Cause is generally defined as grossly incompetent performance or substantial neglect of duties and responsibilities, fraud, misappropriation or embezzlement, a material breach of Verizon's Code of Conduct, or conviction of any felony.

  • In order to be eligible for the severance benefits provided under the terms of the employment agreement, the executive must execute a release satisfactory to the Company and agree not to compete or interfere with any Verizon business for a period of one year after termination from employment and always to protect Verizon's trade secrets and proprietary information.

If either Mr. Strigl’s or Mr. Barr’s employment is involuntarily terminated without cause or as a result of death or disability or is voluntarily terminated for good reason, the executive will receive a lump-sum cash payment equal to two times the sum of his base salary, the short-term incentive opportunity at threshold level and the long-term incentive opportunity at the target level specified in his employment agreement. If either Ms. Toben's or Mr. McAdam's employment is involuntarily terminated without cause or is voluntarily terminated for good reason, the executive will receive a lump-sum cash payment equal to two times the sum of base salary and short-term incentive opportunity at the threshold level. Upon termination due to death or disability, Ms. Toben’s and Mr. McAdam’s agreements provide a benefit equal to the sum of base salary and the short-term incentive opportunity at threshold level.

3.

Assumes that each named executive officer would be immediately eligible for long-term disability benefits from Verizon’s qualified and nonqualified disability benefit plans. The assumptions used to calculate the value of the disability benefit value include a discount rate of 6.5% and mortality and recovery based on the 1987 National Association of Insurance Commissioners Group Disability Table adjusted by .70 due to the probability of death or recovery from the disability prior to reaching age 65. The qualified portion of the disability benefit for Mr. Seidenberg, Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam is estimated at $335,980, $339,696, $499,492, $481,220 and $610,657, respectively and the nonqualified portion of the benefit is estimated at $819,685, $828,752, $1,218,604, $1,174,026 and $1,489,812, respectively. The executive pays the premium associated with the qualified portion of the benefit.

4.

The value of the executive life insurance benefit represents the total amount that would be payable over the life of the policy to the named executive officer under the executive life insurance program, as explained in footnote 5 to the Summary Compensation Table on page 31. In the event of an assumed death of the named executive officer on December 31, 2007, their beneficiaries would be eligible to receive the life insurance benefit shown.

5.

Represents the tax gross-up associated with the total amount paid to the executive to cover part of the cost of maintaining the policy under the executive life insurance program.

6.

Pursuant to the Company’s corporate aircraft policy, Mr. Seidenberg may request use of a corporate aircraft until the fifth anniversary of his retirement or age 70, whichever is sooner. This value was estimated by averaging the last three years of his personal aircraft usage and multiplying by five.

7.

The employment agreements for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam provide for an excise tax payment and associated tax gross-up to the extent that any Change in Control payment triggers the excise tax provisions under Section 280G of the Internal Revenue Code. The following assumptions were used in the tables to estimate the excise taxes and associated tax gross-ups:

  • PSUs and RSUs were valued at the closing price of $43.69 on December 31, 2007.
  • The PSU and RSU agreements for all participants provide that if a participant is retirement-eligible and he or she retires, the awards vest.
  • A portion of the expected PSU payouts, calculated based on actual results through December 31, 2007, are treated as payments that are accelerated as a result of a Change in Control. The remaining portions of the PSU awards that would be payable upon a Change in Control were included in the 280G calculation in full.
  • Noncompete provisions were assigned a value equal to the lesser of (i) one year of current targeted compensation or (ii) the severance amount, and targeted compensation includes salary, target Short-Term Plan opportunity, target Long-Term Plan opportunity and estimated costs of benefits and perquisites.

2007 Non-Employee Director Compensation

In 2007, each non-employee Director of Verizon received an annual cash retainer of $60,000, and each Committee Chairperson received an additional annual cash retainer of $15,000. Each Director also receives an annual grant of Verizon share equivalents valued at $130,000 on the grant date. No meeting fees are paid if a Director attends a Board or Committee meeting on the day before or the day of a regularly scheduled Board meeting. Each Director who attended a meeting held on any other date received a meeting fee of $1,000.

When a Director joins the Board, he or she receives a one-time grant of 3,000 Verizon share equivalents valued at the closing price on the date that the Director is initially elected to the Board. These stock equivalents are automatically credited to the Director's deferred compensation account, are invested in the Verizon stock fund and are paid in a lump-sum in the year following the year that the Director leaves the Board.

Under the Verizon Executive Deferral Plan for Non-Employee Directors, Directors may defer the receipt of all or part of their annual cash retainer and meeting fees. A Director may elect to invest these amounts in a cash account that earns a return rate equal to the long-term, high-grade corporate bond yield average as published by Moody's Investor Services or in the other investment options available to participants in Verizon's Management Savings Plan.

Director Compensation

Name
(a)

Fees Earned or
Paid in Cash1
($)
(b)

Stock
Awards2
($)
(c)

Option
Awards2
($)
(d)

Non-Equity
Incentive Plan
Compensation
($)
(e)

Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings3
($)
(f)

All Other
Compensation4
($)
(g)

Total
($)
(h)

James R. Barker**

51,000

223,785

6,130

280,915

Richard L. Carrión

63,000

223,785

860

287,645

M. Frances Keeth

65,000

181,155

246,155

Robert W. Lane

67,000

223,785

106

290,891

Sandra O. Moose*

82,000

223,785

1,153

306,938

Joseph Neubauer*

66,750

223,785

597

291,132

Donald T. Nicolaisen

67,000

220,005

287,005

Thomas H. O’Brien*

82,000

223,785

228

306,013

Clarence Otis, Jr.

67,000

216,662

284

283,946

Hugh B. Price

64,000

223,785

287,785

Walter V. Shipley**

75,250

223,785

1,214

300,249

John W. Snow

57,000

288,891

345,891

John R. Stafford

64,000

223,785

2,341

290,126

Robert D. Storey**

63,000

223,785

286,785

*

Denotes a Committee Chairperson.

**

During 2007, Messrs. Barker and Shipley retired from the Board pursuant to the Board’s retirement policy. Until September 2007, Mr. Shipley was the Chairperson of the Human Resources Committee. Mr. Storey is not standing for re-election because he will retire from the Board in May 2008 pursuant to the Board's retirement policy.

1.

This column includes all fees earned in 2007, whether paid in cash or deferred.

2.

This column reflects the 2007 accounting expense incurred by the Company in accordance with SFAS No. 123(R) for the stock awards granted to the Directors. Because the Directors are immediately vested in the awards, the Company is required to include the entire grant date fair value of the 2007 stock awards in this column. In addition, because the outstanding 2007, 2006 and 2005 awards are payable in cash, the Company is required to include in this amount any increase or decrease in the price of Verizon’s stock for 2007 and any dividend equivalents accrued. The 2007 accounting expense is also based on the assumptions described in note 14 to the Company’s consolidated financial statements for the year ended December 31, 2007, as included in the Company’s 2007 Annual Report to Shareowners. The grant date fair value of each Director’s annual stock award was $130,000. The following reflects the aggregate number of stock awards and the aggregate number of option awards outstanding as of December 31, 2007 for each non-employee Director: James R. Barker, 139,199 and 36,123; Richard L. CarriĆ³n, 30,021 and 58,195; M. Frances Keeth, 6,967 and 0; Robert W. Lane, 14,171 and 16,600; Sandra O. Moose, 35,345 and 36,123; Joseph Neubauer, 54,663 and 61,125; Donald T. Nicolaisen, 11,880 and 0; Thomas H. O'Brien, 42,615 and 37,933; Clarence Otis, Jr., 11,457 and 0; Hugh B. Price, 28,592 and 51,648; Walter V. Shipley, 29,082 and 55,869; John W. Snow, 6,612 and 0; John R. Stafford, 36,412 and 46,473; Robert D. Storey, 39,985 and 8,619.

3.

This column reflects above-market earnings on nonqualified deferred compensation plans. Non-employee Directors do not participate in any defined benefit pension plan.

4.

Directors who were elected to the Board before 1992 participate in a charitable giving program. Upon the Director’s death, the Company will contribute an aggregate of $500,000 to one or more qualifying charitable or educational organizations designated by the Director. Directors who served as directors of NYNEX Corporation participate in a similar program for which the aggregate contribution is $1,000,000, payable in ten annual installments commencing when a director retires or attains age 65 (whichever occurs later) or dies. Directors who served as directors of GTE Corporation participate in a similar program for which the aggregate contribution is $1,000,000, payable in five annual installments commencing upon the director's death. The GTE and NYNEX programs are financed through the purchase of insurance on the life of each participant. The charitable giving programs are closed to future participants. In 2007, the cost of maintaining and administering these programs was $112,240.