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
Compensation2
($)
(g)

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

All Other
Compensation4
($)
(i)

Total
($)
(j)

Ivan G. Seidenberg

2010

2,100,000

0

11,156,252

0

3,937,500

264,610

707,644

18,166,006

Chairman & CEO

2009

2,100,000

0

11,079,000

0

2,953,125

521,924

880,282

17,534,331

 

2008

2,100,000

0

13,125,010

0

3,740,625

420,738

946,754

20,333,127

Lowell C. McAdam

2010

913,462

0

4,307,642

0

1,736,538

28,410

209,848

7,195,900

President & COO

2009

825,000

0

8,156,404

0

696,094

310,755

284,534

10,272,787

 

2008

823,077

0

4,331,649

0

881,719

1,310,261

288,945

7,635,651

Virginia P. Ruesterholz

2010

700,000

0

3,123,791

0

787,500

93,220

118,934

4,823,445

Executive Vice President &

 

 

 

 

 

 

 

 

 

President – Verizon Services

 

 

 

 

 

 

 

 

 

Operations

 

 

 

 

 

 

 

 

 

Daniel S. Mead

2010

598,077

0

2,565,964

0

815,625

68,475

133,690

4,181,831

Executive Vice President &

 

 

 

 

 

 

 

 

 

President & CEO – Verizon

 

 

 

 

 

 

 

 

 

Wireless Joint Venture

 

 

 

 

 

 

 

 

 

Francis J. Shammo

2010

611,538

0

2,677,535

0

759,375

5,024

106,416

4,159,888

Executive Vice President &

 

 

 

 

 

 

 

 

 

CFO

 

 

 

 

 

 

 

 

 

John F. Killian

2010

825,000

0

3,681,589

0

928,125

29,379

1,940,662

7,404,755

Former Executive Vice

2009

793,693

0

7,859,163

0

696,094

152,821

292,150

9,793,921

President & CFO

 

 

 

 

 

 

 

 

 

1

The amounts in this column reflect the grant-date fair value of the PSUs and RSUs based on Verizon’s stock price on the grant date. The grant date fair value of PSUs awarded to the named executive officers has been determined based on the vesting of 100% of the nominal PSUs awarded, which is the performance threshold the Company believes is most likely to be achieved under the grants.

 

The following table reflects the grant date fair value of the PSUs included in this column of the Summary Compensation Table, as well as the maximum value of these awards to the named executive officers, if, due to the Company’s performance during the applicable performance cycle, the PSUs vested at their maximum level based on Verizon’s stock price on the grant date of the awards:

 

Grant Date Fair Value of PSUs

Maximum Value of PSUs*

Name

2008
($)

2009
($)

2009
Special
Award
($)

 

2010
($)

2008
($)

2009
($)

2009
Special
Award
($)

 

2010
($)

Mr. Seidenberg

13,125,010

11,079,000

NA

 

11,156,252

26,250,020

22,158,000

NA

 

22,312,504

Mr. McAdam

2,599,063

2,193,905

4,500,000

 

2,584,573

5,198,126

4,387,810

9,000,000

 

5,169,146

Ms. Ruesterholz

NA

NA

NA

 

1,874,263

NA

NA

NA

 

3,748,526

Mr. Mead

NA

NA

NA

 

1,539,578

NA

NA

NA

 

3,079,156

Mr. Shammo

NA

NA

NA

 

1,606,515

NA

NA

NA

 

3,213,030

Mr. Killian

NA

2,015,498

4,500,000

**

2,208,948

NA

4,030,996

9,000,000

**

4,417,896

*

Does not include dividend equivalent units, which would accrue on the vested portion of the award.

**

Upon his retirement on December 31, 2010, Mr. Killian forfeited the $4.5 million Special PSU Award granted to him in 2009 as described on page 42.

2

The amounts in this column for 2010 reflect the 2010 Short-Term Plan award paid to the named executive officers in February 2011 as described on pages 34-37.

3

The amounts in this column for 2010 reflect the sum of the change in the actuarial present value of the accumulated benefit under the defined benefit plans and the above-market earnings on amounts held in nonqualified deferred compensation plans as follows: $39,152 and $225,458 for Mr. Seidenberg; $70,422 and $22,798 for Ms. Ruesterholz; and $27,221 and $41,254 for Mr. Mead. For Mr. McAdam and Mr. Killian, there was a reduction in pension value of $42,441 and $12,761, respectively, based on the applicable calculation formula. Mr. Shammo is not eligible for pension benefits. Accordingly, the amounts shown in this column for Messrs. McAdam, Shammo and Killian reflect above market earnings only. Verizon’s defined benefit plans were frozen as of June 30, 2006, and Verizon stopped all future benefit accruals under these plans as of that date. All accruals under the Verizon Wireless pension plan were frozen as of December 31, 2006.

4

The following table provides the detail for 2010 compensation reported in the “All Other Compensation” column:

Name

Personal
Use of
Company
Aircrafta
($)

Personal
Use of
Company
Vehicleb
($)

Company
Contributions
to the
Qualified
Savings Plan
($)

Company
Contributions
to the
Nonqualified
Deferral Plan
($)

Company
Contributions
to the Life
Insurance
Benefitc
($)

Senior
Manager
Severance
Pland
($)

Othere
($)

All Other
Compensation
Total
($)

Mr. Seidenberg

144,276

13,841

17,150

336,568

186,614

0

9,195

707,644

Mr. McAdam

24,517

0

17,150

94,634

55,425

0

18,122

209,848

Ms. Ruesterholz

0

0

17,150

72,905

24,884

0

3,995

118,934

Mr. Mead

0

0

17,150

54,009

44,819

0

17,712

133,690

Mr. Shammo

0

0

14,323

61,500

20,593

0

10,000

106,416

Mr. Killian

0

0

14,700

91,732

41,089

1,783,141

10,000

1,940,662

a)

The aggregate incremental cost of the personal use of a Company aircraft is determined by multiplying the total 2010 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 aggregate 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 2010 personal miles by the incremental vehicle cost per mile and (iii) adding the incremental driver cost (the 2010 driver hours for personal use multiplied by the driver’s hourly rate).

c)

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 management employees. The executive owns the insurance policy and is responsible for paying the premiums. However, Verizon pays each executive an amount, which is shown in this column that is equal to a portion of the premium. Executives who choose not to participate in the executive life insurance plan do not receive that payment. For Messrs. McAdam, Mead and Shammo, the executive life insurance policy provides a death benefit equal to two times the sum of the executive’s base salary plus his or her short-term incentive opportunity at the threshold level if the executive dies before a designated date. This date is the latest of the participant’s retirement date, the date on which the participant reaches age 60 or the fifth anniversary of plan participation. For Messrs. Seidenberg and Killian and Ms. Ruesterholz the executive life insurance policy provides for a death benefit equal to approximately $10 million, $4.5 million and $3.8 million, respectively, subject to 5% annual benefit increases if the executive is both active and age 60 or younger, as a result of the preservation of benefits under a predecessor company’s plan.

d)

This column represents the separation benefits payable to Mr. Killian in connection with his departure on December 31, 2010 under the terms of the Senior Manager Severance Plan as described in the Compensation Discussion and Analysis on page 42.

e)

This column represents the total amount of other perquisites and personal benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of all perquisites. These other benefits consist of: (i) for Messrs. Seidenberg, Shammo and Killian, financial planning services; (ii) for Mr. McAdam, financial planning services, personal travel and reimbursement of a portion of out-of-pocket fees for routine preventive medical examinations; (iii) for Ms. Ruesterholz, reimbursement of a portion of out-of-pocket fees for routine preventive medical examinations; and (iv) for Mr. Mead, financial planning services and personal travel. The Company provides each of the named executive officers with a financial planning benefit 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 that participate in Verizon’s financial planning program receive imputed income on 50% of the value reported. The aggregate incremental cost of personal travel for Messrs. McAdam and Mead is equal to the direct expense related to Messrs. McAdam’s and Mead’s spouses’ attendance at a business event at the request of the Company. Expenses include lodging, ground transportation, meals and other travel-related items.

Plan-Based Awards

The following table provides information about the 2010 awards granted under the Short-Term Plan and the Long-Term Plan to each named executive officer.

Grants of Plan-Based Awards

Name
(a)

Type
of
Award1

Grant
Date
(b)




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)

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

2/4/2010

 

 

 

 

194,835

389,670

779,340

 

 

 

11,156,252

Mr. McAdam

STIP

1,157,692

1,736,538

2,315,384

 

 

 

 

 

 

 

 

 

PSU

  2/4/2010

 

 

 

 

38,578

77,155

154,310

 

 

 

2,208,948

 

PSU

11/4/2010

 

 

 

 

5,603

11,206

22,412

 

 

 

375,625

 

RSU

  2/4/2010

 

 

 

 

 

 

 

51,437

 

 

1,472,641

 

RSU

11/4/2010

 

 

 

 

 

 

 

7,471

 

 

250,428

Ms. Ruesterholz

STIP

525,000

787,500

1,050,000

 

 

 

 

 

 

 

 

 

PSU

  2/4/2010

 

 

 

 

32,733

65,465

130,930

 

 

 

1,874,263

 

RSU

  2/4/2010

 

 

 

 

 

 

 

43,644

 

 

1,249,528

Mr. Mead

STIP

543,750

815,625

1,087,500

 

 

 

 

 

 

 

 

 

PSU

  2/4/2010

 

 

 

 

26,888

53,775

107,550

 

 

 

1,539,578

 

RSU

  2/4/2010

 

 

 

 

 

 

 

35,850

 

 

1,026,386

Mr. Shammo

STIP

506,250

759,375

1,012,500

 

 

 

 

 

 

 

 

 

PSU

  2/4/2010

 

 

 

 

28,057

56,113

112,226

 

 

 

1,606,515

 

RSU

  2/4/2010

 

 

 

 

 

 

 

37,409

 

 

1,071,020

Mr. Killian

STIP

618,750

928,125

1,237,500

 

 

 

 

 

 

 

 

 

PSU

  2/4/2010

 

 

 

 

38,578

77,155

154,310

 

 

 

2,208,948

 

RSU

  2/4/2010

 

 

 

 

 

 

 

51,437

 

 

1,472,641

1

These awards are described in the Compensation Discussion and Analysis on pages 34-39.

2

The actual amount awarded in 2010 was paid in February 2011 and is shown in column (g) of the Summary Compensation Table on page 44.

3

These columns reflect the potential payout range of PSU awards granted in 2010. The February 4 grants are the grants made in accordance with the Company’s annual compensation process, as described on pages 37-39. The November 4 grants to Mr. McAdam are the grants associated with the increase to his compensation in connection with his promotion, as described on page 38. At the conclusion of the three-year performance period, payouts can range from 0% to 200% of the target award based on Verizon’s relative TSR position as compared with the Related Dow Peers, as described in more detail on page 39. PSUs and the applicable dividend equivalents are paid only if Verizon’s relative TSR meets or exceeds threshold performance objectives. When dividends are distributed to shareholders, dividend equivalents are credited on the PSU awards in an amount equal to the dollar amount of dividends on the total number of PSUs credited as of the dividend distribution date and divided by the fair market value of the Company’s common stock. Based on the Company’s most recent quarterly dividend of $0.4875 per share, the Company estimates that the named executive officers will receive the following number of additional PSUs in the form of dividend equivalents if Verizon’s relative TSR meets target performance: 102,405 PSUs for Mr. Seidenberg; 21,728 PSUs for Mr. McAdam; 17,204 PSUs for Ms. Ruesterholz; 14,132 PSUs for Mr. Mead; 14,746 for Mr. Shammo; and 20,276 PSUs for Mr. Killian.

4

This column reflects the RSU awards granted in 2010 to the named executive officers. When dividends are distributed to shareholders, dividend equivalents are credited on the RSU awards in an amount equal to the dollar amount of dividends on the total number of RSUs credited as of the dividend distribution date and divided by the fair market value of the Company’s common stock.

5

This column reflects the grant date fair value of each equity award based on the closing price of Verizon’s common stock on the grant date. For PSUs, the grant date fair value has been determined based on the vesting of 100% of the nominal PSUs awarded, which is the performance threshold the Company believes is the most likely to be achieved under the grants.

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
Vested2
($)
(h)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested3
(#)
(i)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested4
($)
(j)

Grant Date

Mr. Seidenberg

844,865

0

0

52.24

1/10/2011

0

0

211,080

7,552,442

2/5/2009

 

810,421

0

0

45.23

1/23/2012

0

0

871,296

31,174,971

2/4/2010

 

529,804

0

0

35.81

2/2/2013

 

 

 

 

 

 

504,077

0

0

34.15

2/3/2014

 

 

 

 

 

Mr. McAdam5

420,863

0

0

13.89

3/31/2014

55,728

1,993,948

41,799

1,495,568

2/5/2009

 

 

 

 

 

 

0

0

233,767

8,364,183

12/18/2009

 

 

 

 

 

 

64,977

2,324,877

194,929

6,974,560

2/4/2010

Ms. Ruesterholz

52,808

0

0

52.24

1/10/2011

45,257

1,619,295

33,943

1,214,481

2/5/2009

 

52,420

0

0

45.23

1/23/2012

48,794

1,745,849

146,379

5,237,441

2/4/2010

 

40,472

0

0

35.81

2/2/2013

 

 

 

 

 

Mr. Mead

0

0

0

 

 

35,464

1,268,902

26,598

951,676

2/5/2009

 

 

 

 

 

 

40,080

1,434,062

120,240

4,302,187

2/4/2010

Mr. Shammo

0

0

0

 

 

30,807

1,102,274

23,102

826,590

2/5/2009

 

 

 

 

 

 

41,823

1,496,427

125,468

4,489,245

2/4/2010

Mr. Killian

62,312

 

 

52.24

1/10/2011

51,200

1,831,936

38,400

1,373,952

2/5/2009

 

62,215

 

 

45.23

1/23/2012

57,506

2,057,565

172,517

6,172,658

2/4/2010

1

The annual 2009 and 2010 RSU awards vest on December 31, 2011 and December 31, 2012, respectively. RSUs accrue quarterly dividends that are reinvested into the participant’s account as additional RSUs and will be included in the final RSU payment if the awards vest. This column includes dividend equivalent units that have accrued through December 31, 2010.

2

The value of these awards was calculated by using a share price of $35.78, the closing price of Verizon’s common stock on December 31, 2010.

3

The 2009 and 2010 PSU awards vest on December 31, 2011 and December 31, 2012, respectively. Mr. McAdam’s 2009 Special PSU award vests on December 31, 2012. PSUs and the applicable dividend equivalents are paid to the extent that Verizon’s performance meets or exceeds the applicable threshold performance objectives. As required by SEC rules, the number of units in this column represents the 2009 PSU awards at threshold value, the 2010 PSU awards at maximum value and the 2009 Special PSU Awards at the top end of the discretionary range, in each case including accrued dividend equivalents through December 31, 2010 that will be paid to the executives if the awards vest at the indicated levels.

4

This column represents the value of the PSU awards listed in column (i) based on a share price of $35.78, the closing price of Verizon’s common stock on December 31, 2010.

5

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. When he exercises these rights he will receive a cash amount equal to the difference between the then current value of the corresponding Verizon Wireless partnership rights over the exercise price for such rights as reported in the table. The Option Awards section of the table shows the number of unexercised partnership value appreciation rights held by Mr. McAdam at year-end, the exercise price and expiration date of the award. The values in the Stock Awards section of the table are attributable to grants of Verizon RSU and PSU awards. The 2010 RSUs listed in column (g) and the 2010 PSUs listed in column (i) include 7,471 units and 11,206 units, respectively, which were awarded to Mr. McAdam on November 4, 2010 in connection with his promotion.

Value Realized from Stock Options and Certain Stock-Based Awards

The following table reports the number of options that the named executive officers exercised in 2010 and the value realized from the vesting of the following stock-based awards:

  • 2008 PSUs that vested on December 31, 2010; and
  • 2008 RSUs that vested on December 31, 2010 for Mr. McAdam, Ms. Ruesterholz, Mr. Mead, Mr. Shammo and Mr. Killian.

In 2011, based on the Company’s relative TSR, the Committee approved a payment of 100% of the target number of PSU awards granted for the 2008-2010 performance cycle for all participants, including the named executive officers. Verizon’s TSR ranked in the 61st percentile when compared to the companies in the Related Dow Peers. For Mr. Seidenberg, the Board approved his 2008 PSU award payment, including the portion relating to strategic initiatives as described on pages 39-40. The values of the 2008 PSU awards for Mr. Seidenberg, Mr. McAdam, Ms. Ruesterholz, Mr. Mead, Mr. Shammo and Mr. Killian were $30,000,000, $3,211,650, $2,608,039, $1,757,413, $916,832 and $2,950,481, respectively, and the value of the 2008 RSUs for Mr. McAdam, Ms. Ruesterholz, Mr. Mead, Mr. Shammo and Mr. Killian were $2,140,948, $1,738,692, $1,171,608, $611,374 and $1,966,987, 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
Vesting1
($)
(e)

Mr. Seidenberg

0

0

838,457

30,000,000

Mr. McAdam

0

0

149,598

  5,352,598

Ms. Ruesterholz

0

0

121,485

  4,346,731

Mr. Mead

0

0

  81,862

  2,929,021

Mr. Shammo

0

0

  42,711

  1,528,206

Mr. Killian

0

0

137,436

  4,917,468

1

The amounts in this column include $3,260,048 for Ms. Ruesterholz and $2,929,021 for Mr. Mead that were deferred under the Verizon Executive Deferral Plan in 2011 when the amounts would otherwise have been paid.

Pension Plans

Effective June 30, 2006, Verizon froze all future pension accruals under its management tax-qualified and supplemental defined benefit retirement plans. All accruals under the Verizon Wireless defined benefit retirement plan were frozen as of December 31, 2006. Each of the named executive officers other than Mr. Shammo is eligible for a frozen pension benefit.

Verizon Management Pension Plan and Verizon Excess Pension Plan. The Verizon Management Pension Plan is a tax qualified defined benefit pension plan and the Verizon Excess Pension Plan is a nonqualified defined benefit pension plan. Messrs. Seidenberg, Mead and Killian and Ms. Ruesterholz are eligible for benefits under the Verizon Management Pension Plan and the Verizon Excess Pension Plan. Mr. McAdam is not eligible for benefits under either of these plans because he was employed by Verizon Wireless prior to January 1, 2007.

Until June 30, 2006, Messrs. Seidenberg and Killian and Ms. Ruesterholz 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. Eligible pay under the Verizon Management Pension Plan consisted of the employee’s base salary and the short-term incentive award, up to the IRS qualified plan compensation limit. Pension benefits for all eligible pay in excess of the IRS limit were provided under the Verizon Excess Pension Plan based on the cash balance formula.

As a former employee of GTE Wireless Incorporated, Mr. Mead was eligible for a pension benefit based on the better of two highest average pay formulas. The first formula was based on 1.35% of his average annual eligible pay for the five highest consecutive eligible years of service. The second formula was based on eligible pay for the five highest consecutive eligible years of service and was integrated with social security, with a 1.15% accrual for eligible pay under the social security integration level and a 1.45% accrual above the social security integration level.

Both of these formulas were discontinued on May 31, 2004 for former GTE Wireless Incorporated employees employed by Verizon Wireless, and Mr. Mead ceased to accrue a pension under those formulas on May 31, 2004. Effective October 23, 2005, Mr. Mead transferred from Verizon Wireless to Verizon Communications, and he started to again earn a pension under the better of (i) the 1.35% highest average pay formula or (ii) the cash balance formula. Mr. Mead’s service with Verizon Wireless from June 1, 2004 through October 22, 2005 was excluded from any pension calculation. Accruals under the 1.35% highest average pay formula and cash balance formula were frozen effective June 30, 2006, and as a transition matter plan participants (including Mr. Mead) were provided additional benefits until the end of 2007.

At the time of Mr. Mead’s transfer from Verizon Wireless to Verizon Communications effective October 23, 2005, the value of his nonqualified benefit was determined as a lump sum, and a nonqualified cash balance account was created under the Verizon Excess Pension Plan using this value as the opening balance as of November 1, 2005. Mr. Mead earned retirement pay credits equal to 7% (based on age and eligible service) of annual eligible pay in excess of the pay cap for each year of service after October 23, 2005, including monthly interest credits. Accruals under the nonqualified cash balance formula were frozen effective June 30, 2006, and as a transition matter plan participants (including Mr. Mead) were provided additional benefits until the end of 2007.

Verizon Wireless Retirement Plan. 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. In 2008, the Verizon Wireless Retirement Plan was amended to recognize eligibility service and age increases for employees who transferred to Verizon Communications on or after January 1, 2001. As a result, Mr. McAdam can continue to accrue service towards an unreduced service pension. 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 the short-term incentive award. No participant under the plan was eligible for cash balance credits under the nonqualified portion of the plan.

The following table illustrates the actuarial present value as of December 31, 2010 of pension benefits accumulated by the named executive officers, other than Mr. Shammo, who is not eligible for pension benefits.

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

45

1,679,754

0

 

Verizon Excess Pension Plan

6

1,300,822

0

Mr. McAdam

Verizon Wireless Retirement Plan - Qualified

27

1,073,396

0

 

Verizon Wireless Retirement Plan - Nonqualified

10

1,619,934

0

Ms. Ruesterholz

Verizon Management Pension Plan

27

720,340

0

 

Verizon Excess Pension Plan

6

157,559

0

Mr. Mead

Verizon Management Pension Plan

32

1,072,500

0

 

Verizon Excess Pension Plan

5

3,309,510

0

Mr. Killian

Verizon Management Pension Plan

32

1,117,141

0

 

Verizon Excess Pension Plan

6

231,322

0

1

The values are based on the assumptions for the actuarial determination of pension benefits as required by the relevant accounting standards as described in note 12 to the Company’s consolidated financial statements for the year ended December 31, 2010, as included in the Company’s 2010 Annual Report to Shareowners. However, in accordance with the requirements for this table, the values are calculated using the executive’s retirement at the earliest age at which he or she can retire without having the retirement benefit reduced under the plan. For Mr. McAdam, the assumptions are generally the same as described above.

Defined Contribution Savings Plans

During 2010, Messrs. Seidenberg, McAdam, Shammo and Killian and Ms. Ruesterholz 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 participate in these plans on the same terms as other participants in these plans.

Messrs. Seidenberg, McAdam, Shammo and Killian and Ms. Ruesterholz were permitted to defer up to 16% of their eligible pay into the Savings Plan provided they did not exceed the IRS qualified plan compensation limit. Verizon provides a matching contribution equal to 100% of the first 6% of eligible pay that any participant contributes to the Savings Plan. If a participant’s compensation exceeds the IRS compensation limit, he or she can generally contribute additional amounts into the Deferral Plan, and Verizon provides a matching contribution percentage under that plan equal to the matching contribution in the Savings Plan. Under the Deferral Plan, a participant may defer up to 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, such as PSUs and RSUs, are not eligible for Company matching contributions.

Participants 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 whether to make a discretionary matching contribution, the Committee uses the same criteria it uses to determine the short-term incentive award paid to 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 up to an additional 2% 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 2010, based upon the Short-Term Plan award being paid at 100% of target, a 1.75% discretionary matching contribution was approved.

During 2010, Mr. Mead participated in the Verizon Wireless Savings and Retirement Plan and the Verizon Wireless Executive Deferral Plan on the same terms as other participants in those plans. Mr. Mead was permitted to defer up to 16% of his eligible pay into the Verizon Wireless Savings and Retirement Plan provided he did not exceed the IRS qualified plan compensation limit. Verizon Wireless provides a matching contribution equal to 100% of the first 6% of eligible pay that any participant contributes to the Verizon Wireless Savings and Retirement Plan. If a participant’s compensation exceeds the IRS compensation limit, he or she can contribute additional amounts into the Verizon Wireless Executive Deferral Plan, and Verizon Wireless provides a matching contribution percentage under that plan equal to the matching contribution in the Verizon Wireless Savings and Retirement Plan. Under the Verizon Wireless Executive Deferral Plan, a participant may defer up to 100% of base salary in excess of the IRS compensation limit and short-term incentive compensation.

Participants are eligible for an additional discretionary profit-sharing contribution to the Verizon Wireless Savings and Retirement Plan and Verizon Wireless Executive Deferral Plan of up to 3% of eligible pay. In determining whether to make a profit-sharing contribution, the Verizon Wireless Human Resources Committee uses the same criteria it uses to determine the short-term incentive award paid to employees at the company level. For 2010, based upon Verizon Wireless’ performance, a 2.5% profit-sharing contribution was approved. Mr. Mead receives a prorated portion of a profit-sharing contribution in the Verizon Wireless Executive Deferral Plan attributable to pay earned in excess of the annual IRS qualified plan compensation limit and/or contributions in excess of the annual IRS qualified plan additions limit.

Participants in the Verizon Communications and Verizon Wireless Executive Deferral Plans may elect to invest these amounts in a hypothetical 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 hypothetical investment options available to all plan participants.

Messrs. Seidenberg, Mead and Killian and Ms. Ruesterholz also have account balances under the Income Deferral Plan (referred to as the IDP). The IDP is a nonqualified deferred compensation plan that was the predecessor to the Deferral Plan. The IDP was amended to freeze the accrual of benefits under the plan as of the close of business on December 31, 2004. Participants in the IDP no longer accrue any additional benefits other than market-based investment earnings or losses on their individual accounts. No new deferrals were permitted after 2004. Participants retain the ability to invest their frozen accounts in the investment options available under the plan. Participants in the IDP do not receive matching contribution credits or retirement credits under the plan.

The following table shows the 2010 account activity for each named executive officer and includes each executive’s contributions, Company matching contributions, earnings, withdrawals and distributions and the aggregate balance of his or her total deferral account as of December 31, 2010.

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/
Distributions3

($)
(e)

Aggregate
Balance at
Last FYE3

($)
(f)

Mr. Seidenberg

Verizon Executive Deferral Plan

288,488

336,568

867,689

0

 

6,663,434

4

 

Verizon Income Deferral Plan

0

0

5,839,448

0

 

55,664,991

4

Mr. McAdam

Verizon Executive Deferral Plan

81,874

94,634

226,655

0

 

2,816,617

 

 

Verizon Wireless Executive Deferral Plan

0

0

21,236

0

 

398,005

 

 

Verizon Wireless Executive Savings Plan

0

0

100,982

0

 

1,892,579

 

Ms. Ruesterholz

Verizon Executive Deferral Plan

582,406

72,905

466,330

(475,872

)

3,072,026

 

 

Verizon Income Deferral Plan

0

0

308,416

0

 

2,923,894

 

Mr. Mead

Verizon Executive Deferral Plan

975,716

8,773

608,553

0

 

5,678,527

 

 

Verizon Income Deferral Plan

0

0

13,428

0

 

251,670

 

 

Verizon Wireless Executive Deferral Plan

288,880

45,236

82,186

0

 

1,620,023

 

 

Verizon Wireless Executive Savings Plan

0

0

81,778

0

 

1,270,183

 

Mr. Shammo

Verizon Executive Deferral Plan

51,433

61,500

431,129

0

 

1,969,059

 

 

Verizon Wireless Executive Deferral Plan

0

0

6,460

0

 

121,075

 

 

Verizon Wireless Executive Savings Plan

0

0

120,610

0

 

960,495

 

Mr. Killian

Verizon Executive Deferral Plan

76,566

91,732

392,298

0

 

1,704,295

 

 

Verizon Income Deferral Plan

0

0

256,233

0

 

4,630,181

5

1

Of the amounts listed in this column, the following amounts are also included in the Summary Compensation Table in columns (c) and (j): for Mr. Seidenberg, $111,300; for Mr. McAdam, $40,108; for Ms. Ruesterholz, $45,500; for Mr. Mead, $123,577; for Mr. Shammo, $21,992; and for Mr. Killian, $34,800.

2

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

3

The aggregate amounts shown in columns (e) and (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 $41,457,559 was reported (1998 to 2010);
  • For Mr. McAdam, a total of $1,468,467 was reported (2008 to 2010); and
  • For Mr. Killian, a total of $168,693 was reported (2010).

4

For Mr. Seidenberg, approximately 39% of his aggregate balance is invested in Verizon share units.

5

For Mr. Killian, $1,723,109 of his aggregate balance reflects amounts received pursuant to his special retention account, which offset the severance payment owed to him as described on page 56.

Potential Payments Upon Termination or Change in Control

The following summaries and tables describe and quantify the potential payments and benefits that would be provided to each of our named executive officers if a termination of employment or change in control of Verizon had occurred on December 31, 2010 under Verizon’s compensation plans and agreements, and in the case of Mr. Killian, the separation benefits that he became entitled to receive in connection with his retirement on December 31, 2010.

As described in the Compensation Discussion and Analysis section of this proxy statement (referred to as the CD&A) on pages 41-42, in February 2010, the Committee decided that it would not extend any outstanding Verizon executive employment agreements and each of the outstanding executive employment agreements was amended in February 2010, effective December 31, 2009, to eliminate the Internal Revenue Code Section 280G “gross-up” protection that was provided under the terms of the agreement. The employment agreements with Messrs. McAdam and Killian and Ms. Ruesterholz expired on December 31, 2010. None of the other named executive officers had an employment agreement with Verizon in 2010.

Payments Made Upon Termination

Regardless of the manner in which a named executive officer’s employment terminates, the executive is entitled to receive amounts earned during the term of employment. This includes amounts accrued and vested under our pension plans and nonqualified deferred compensation plans, which are reported in the “Pension Benefits” and “Nonqualified Deferred Compensation” tables on pages 49 and 51, respectively. Those benefits are not included in the summaries and tables below.

In addition, amounts earned under our 2010 Short-Term Plan awards and amounts earned under our 2008 Long-Term Plan awards are not included in the summaries or tables below. Amounts earned under our 2010 Short-Term Plan awards are discussed in the CD&A on pages 34-37 and are reported in the Summary Compensation Table on page 44. Amounts earned under our 2008 Long-Term Plan awards are discussed in the CD&A on pages 39-40 and are reported in the Option Exercises and Stock Vested table on page 48. If a named executive officer’s employment had terminated on December 31, 2010 for any reason other than for cause, the full amount of the 2010 Short-Term Plan award and the full amount of the 2008 Long-Term Plan awards, in each case to the extent earned, would have been payable. These amounts would be determined and payable at the same time as awards are determined and paid to participating employees generally under those plans. In the event of a termination for cause, no amount would have been payable under these awards.

Potential Payments Upon Qualifying Separation or Involuntary Termination Without Cause

Mr. Seidenberg. Mr. Seidenberg is not eligible to participate in the Senior Manager Severance Plan described below. Mr. Seidenberg is also not a party to an employment agreement with Verizon or any other agreement that would provide him with cash severance benefits in the event his employment is involuntarily terminated by Verizon without cause.

Senior Manager Severance Plan. Verizon provides severance benefits to certain employees, including all of the named executive officers other than Mr. Seidenberg, under its Senior Manager Severance Plan, which was adopted by the Committee on February 5, 2010. Under the plan, a named executive officer is eligible to receive severance benefits if he or she experiences a “qualifying separation” from Verizon, which is generally defined as an involuntary termination by Verizon without cause, a voluntary termination by the executive solely due to the executive’s refusal to accept a qualifying reclassification or relocation (as those terms are defined in the plan) or a determination by the independent members of the Board that the named executive officer has incurred a qualifying separation. A severance benefit, if triggered, is payable to an executive only if the executive executes a release of claims against Verizon in the form satisfactory to Verizon and agrees 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 a named executive officer incurs a qualifying separation under the plan, he or she is eligible to receive the following benefits: (i) a lump-sum cash separation payment equal to two times the sum of his or her base salary and target short-term incentive opportunity; and (ii) continued medical, dental and vision coverage for two years. In addition, if the executive’s qualifying separation occurs prior to the last day of the year, the executive will receive a prorated Short-Term Plan award for the year in which the termination occurs, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year and payable at the time that awards are payable to participating employees generally under the plan. To the extent that an executive also becomes eligible for severance benefits under an outstanding employment agreement, plan or any other arrangement, the executive’s cash severance payment under the Senior Manager Severance Plan will be reduced on a dollar for dollar basis by the amount or single-sum value of the severance benefits payable to the executive under such other agreement, plan or arrangement.

Other Benefits. Upon an involuntary termination of employment without cause, each named executive officer would also be eligible to receive financial planning and outplacement services for one year following termination on the same basis as provided to other senior executives. In addition, under the terms of the executive life insurance plan, each named executive officer who is retirement eligible upon termination would be eligible to receive an annual payment from Verizon to pay a portion of the executive’s annual premiums on the life insurance policy owned by the executive until (i) in the case of Messrs. Seidenberg and Killian and Ms. Ruesterholz, the later of the executive’s attainment of age 70 or 20 years of plan participation, or (ii) in the case of Messrs. McAdam, Mead and Shammo, the latest of the executive’s attainment of age 60, the completion of 5 years of plan participation or qualifying retirement. Retirement eligibility is generally defined as having attained 75 points (age plus years of service) with at least 15 years of service.

Estimated Payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers, other than Mr. Killian, would have been entitled to receive had their employment been involuntarily terminated without cause or terminated for good reason on December 31, 2010 and had incurred a qualifying separation under the Senior Manager Severance Plan. The actual payments and benefits Mr. Killian became entitled to receive upon his retirement on December 31, 2010 are discussed under the heading “Retirement of Mr. Killian” on page 56.

 
 
Name

Cash Separation
Payment
($)

Continued Health
Benefits1
($)

Outplacement
Services
($)

Financial
Planning
($)

Executive Life
Insurance Benefit
($)

Mr. Seidenberg

NA

NA

NA

10,000

2,011,971

Mr. McAdam2

8,050,000

32,298

14,500

10,000

188,617

Ms. Ruesterholz2

2,975,000

32,298

14,500

10,000

808,898

Mr. Mead

3,081,250

22,405

14,500

10,000

116,019

Mr. Shammo

2,868,750

32,298

14,500

10,000

182,331

1

The amounts reflect Verizon’s estimated cost of providing medical, dental and vision coverage for two years.

2

Reflects the amount that would have been payable to the named executive officer under the Senior Manager Severance Plan in the absence of the executive’s employment agreement, which expired on December 31, 2010. Under the terms of the employment agreements, if the executive’s employment was involuntarily terminated by Verizon without cause or voluntarily terminated by the executive for good reason, the executive would have generally been eligible to receive the following benefits: (i) a lump-sum cash severance payment equal to the excess, if any, of two times the sum of his or her base salary and short-term incentive opportunity (at 50% of maximum) over the sum of any amounts payable to the executive under any Company sponsored severance plan, policy or arrangement, payable on the first business day that occurred six months after separation from service; (ii) stock options (and partnership value appreciation rights in the case of Mr. McAdam) would remain exercisable until the earlier of five years after the date of termination or the date on which the award expires; (iii) unvested PSUs and RSUs would vest in accordance with the terms of the outstanding award; and (iv) outplacement services to the extent that such services were available to other senior executives. In order to receive the benefits provided under the terms of the employment agreement, the executive would have been required to execute a release satisfactory to Verizon 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. The cash payments that would have been due to Mr. McAdam and Ms. Ruesterholz under their employment agreements had their employment been involuntarily terminated without cause or terminated for good reason on December 31, 2010, would have been $6,300,000 and $2,450,000, respectively.

Potential Payments Upon Death, Disability or Retirement

In the event of disability or a qualifying retirement, a named executive officer would be eligible to receive an annual payment from Verizon to pay a portion of the executive’s annual premiums on the life insurance policy owned by the executive until: (i) in the case of Messrs. Seidenberg and Killian and Ms. Ruesterholz, the later of the executive’s attainment of age 70 or 20 years of plan participation, or (ii) in the case of Messrs. McAdam, Mead and Shammo, the latest of the executive’s attainment of age 60, the completion of 5 years of plan participation or qualifying retirement.

Under the Short-Term Plan, if the named executive officer’s employment terminates due to death, disability or a qualifying retirement prior to the last day of the year, the executive would be eligible for a prorated Short-Term Plan award for the year in which the termination date occurred, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year and payable at the time that awards are generally payable to participating employees under the plan. As described above, if the executive’s employment terminates on the last day of the year for any reason other than for cause, the full amount of the Short-Term Plan award would have been payable.

In addition, upon death, disability or a qualifying retirement, each named executive officer would also be eligible to receive financial planning for one year following termination on the same basis as provided to other executives. Upon disability, the named executive officers would also be eligible for disability benefits under the tax qualified and nonqualified disability plans.

Estimated Payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers, other than Mr. Killian, would have been entitled to receive had their employment terminated due to death, disability or retirement on December 31, 2010, and in the case of Mr. Killian, Verizon’s estimate of the amount of benefits Mr. Killian would have been entitled to receive had his employment terminated due to death or disability on December 31, 2010. The payments and benefits Mr. Killian became entitled to receive upon his retirement on December 31, 2010 are discussed under the heading “Retirement of Mr. Killian” on page 56.

 
Name

Executive Life Insurance Benefit
($)

Disability  Benefit1
($)

Financial Planning
($)

Mr. Seidenberg

 

 

 

Death

10,051,000

0

10,000

Disability

2,011,971

764,178

10,000

Retirement

2,011,971

0

10,000

Mr. McAdam2

 

 

 

Death

2,888,000

0

10,000

Disability

188,617

1,629,338

10,000

Retirement

188,617

0

10,000

Ms. Ruesterholz2

 

 

 

Death

3,763,000

0

10,000

Disability

808,898

1,993,242

10,000

Retirement

808,898

0

10,000

Mr. Mead

 

 

 

Death

2,014,000

0

10,000

Disability

116,019

1,572,087

10,000

Retirement

116,019

0

10,000

Mr. Shammo

 

 

 

Death

2,100,000

0

10,000

Disability

182,331

395,827

10,000

Retirement

NA

NA

NA

Mr. Killian2

 

 

 

Death

4,467,000

0

10,000

Disability

997,471

1,674,924

10,000

Retirement

997,471

0

10,000

1

Assumes that each named executive officer would be immediately eligible for long-term disability benefits from Verizon’s qualified and nonqualified disability benefit plans. Mr. Shammo does not participate in the nonqualified portion of the disability benefit. The assumptions used to calculate the value of the disability benefits include a discount rate of 5.75% and mortality and recovery based on the 1987 National Association of Insurance Commissioners Group Disability Table. These rates represent the probability of death or recovery between the date of disability and the payment end date. The qualified portion of the disability benefit for Mr. Seidenberg, Mr. McAdam, Ms. Ruesterholz, Mr. Mead, Mr. Shammo and Mr. Killian is estimated at $241,241, $514,361, $644,004, $496,287, $395,827 and $528,751, respectively, and the nonqualified portion of the benefit is estimated at $522,937, $1,114,977, $1,349,238, $1,075,800, $0, and $1,146,173, respectively. In order to receive the nonqualified portion of the disability benefit, the executive must pay the premium associated with the qualified portion of the benefit.

2

Under the terms of the expired employment agreements with Messrs. McAdam and Killian and Ms. Ruesterholz, if the executive’s employment terminated due to death, the executive would have received a lump-sum cash severance payment equal to one times the sum of his or her base salary and short-term incentive opportunity at 50% of maximum. If the executive’s employment terminated due to disability (as defined under Verizon’s long-term disability plan), the executive (or his or her estate) would have received a lump-sum cash severance payment equal to the excess, if any, of one times the sum of his or her base salary and short-term incentive opportunity at 50% of maximum over the sum of any amounts payable to the executive under any Company sponsored disability plans. The amounts of these cash payments due to death and disability would have been $3,150,000 and $1,520,662 for Mr. McAdam; $1,225,000 and $0 for Ms. Ruesterholz; and $1,443,750 and $0 for Mr. Killian, respectively. In addition, if the executive’s employment terminated on December 31, 2010 due to death, disability or a qualifying retirement, outstanding stock options (and partnership value appreciation rights in the case of Mr. McAdam) would have remained exercisable until the earlier of five years after the date of termination or the date on which the award expires.

Potential Payments Upon Change in Control

Verizon does not maintain any plans or arrangements that provide for any named executive officer to receive enhanced cash severance or other cash payments in connection with a change in control of Verizon. If the named executive officer’s employment terminates in connection with or following a change in control, he or she would be eligible for the same benefits, if any, that would become payable to the executive upon his or her termination under the circumstances as described above. Under the Short-Term Plan, if a change in control occurs, all outstanding awards will vest and become payable on the regularly scheduled payment date.

Under the Long-Term Plan, a change in control of Verizon is generally defined as the occurrence of any of the following:

  • 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.

Under the Long-Term Plan approved by shareholders on May 7, 2009, if, in the 12 months following a change in control the participant’s employment is terminated by Verizon without cause, all then-unvested RSUs will vest and all then-unvested PSUs will vest at target level performance. With respect to awards granted under the Long-Term Plan prior to that date, such awards will vest as described above upon a change in control of Verizon.

If a named executive officer’s employment terminates as a result of an involuntary termination without cause, or his or her death, disability or retirement, all then-unvested RSUs will vest and all then-unvested PSUs will vest at target level performance; however, the 2009 Special PSU Award to Messrs. McAdam and Killian will be forfeited if the executive retires prior to December 31, 2012. As a result, Mr. Killian’s 2009 Special PSU Award terminated upon his retirement.

Estimated Payments. The following table shows the estimated value of the payouts that the named executive officers could have received in respect of their outstanding equity awards if any of the following events occurred on December 31, 2010: (i) a change in control of Verizon without a termination of employment; (ii) a change in control of Verizon and an involuntary termination of employment without cause; and (iii) a termination of employment as a result of an involuntary termination without cause, death, disability or retirement. The table below estimates the value of the PSU and RSU awards granted in 2009 and 2010 that would have been payable pursuant to the terms of the award agreements upon retirement on December 31, 2010. These awards were calculated using the total number of units (including accrued dividend equivalents) on December 31, 2010 and $35.78, Verizon’s closing stock price on December 31, 2010.

 
 
 
Name

 
Change In Control
Without Termination
($)

Change In Control
And Termination
Without Cause
($)

 
Termination
Without Cause
($)

 
 
Retirement
($)

 
Death or
Disability
($)

Mr. Seidenberg

15,104,885

30,692,370

30,692,370

30,692,370

30,692,370

Mr. McAdam

4,985,084

16,373,393

16,373,393

10,797,259

16,373,393

Ms. Ruesterholz

4,048,256

8,412,807

8,412,807

8,412,807

8,412,807

Mr. Mead

3,172,255

6,757,411

6,757,411

6,757,411

6,757,411

Mr. Shammo

2,755,417

6,496,467

6,496,467

NA

6,496,467

Mr. Killian

4,579,840

9,723,752

9,723,752

9,723,752

9,723,752

Retirement of Mr. Killian

In connection with Mr. Killian’s retirement from Verizon on December 31, 2010, the independent members of the Board determined that Mr. Killian’s retirement was a “qualifying separation” for purposes of the Senior Manager Severance Plan. The following table sets forth the payments and benefits Mr. Killian became entitled to receive upon his retirement.

Separation
Payment1
($)

Continued
Health Benefits2
($)

 
Equity3
($)

 
Financial Planning
($)

Outplacement
Services
($)

Executive Life
Insurance Benefit
($)

1,783,141

22,405

9,723,752

10,000

14,500

997,471

1

Represents the cash severance benefit payable under the Senior Manager Severance Plan reduced by $1,723,109, which reflects the amount previously provided to Mr. Killian in his special retention account under the Verizon Income Deferral Plan.

2

Represents Verizon’s estimated cost of providing medical, dental and vision coverage for two years.

3

Represents the value of the 2009 and 2010 PSU and RSU awards that would have been payable pursuant to the terms of the award agreements upon Mr. Killian’s retirement on December 31, 2010. The value of these awards was calculated using the total number of units (including accrued dividend equivalents) on December 31, 2010 and $35.78, Verizon’s closing stock price on December 31, 2010 and, for the PSUs, assuming vesting at the target amount. These awards will be paid on the regularly scheduled payment date following the end of the applicable performance period, and, in the case of the PSUs, only if and to the extent that the applicable performance criteria are satisfied.

Mr. Killian executed a release of claims satisfactory to Verizon as a condition to the receipt of the foregoing benefits and agreed not to compete or interfere with any Verizon business or solicit employees or customers of Verizon for one year following his retirement and always to protect Verizon’s trade secrets and proprietary information.

Non-Employee Director Compensation

In 2010, each non-employee Director of Verizon received an annual cash retainer of $85,000, and each Committee Chairperson of a standing Committee received an additional annual cash retainer of $15,000, with the exception of the Audit Committee Chairperson who received an additional $25,000 annual cash retainer. Each Director also received an annual grant of Verizon share equivalents valued at $130,000 on the grant date. No meeting fees were paid if a Director attended a Board or standing Committee meeting on the day before or the day of a regularly scheduled Board meeting. Each Director who attended such a meeting held on any other date received a meeting fee of $2,000.

In addition, in 2009 the Board established a committee composed of Mr. Stafford (Chairperson), Ms. Keeth and Mr. Price to assist the Board in responding to a shareholder demand. Each committee member received a meeting fee of $2,000 for each of the six meetings held by the committee during 2010.

A new Director who joins the Board receives a one-time grant of 3,000 Verizon share equivalents valued at the closing price on the date that the Director joins the Board.

All share equivalents are automatically credited to the Director’s deferred compensation account and invested in a hypothetical Verizon stock fund. Amounts in the deferred compensation account 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 all or part of their annual cash retainer and meeting fees. A Director may elect to invest these amounts in a hypothetical 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 hypothetical 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
 Awards

($)
(d)

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

Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings3

($)
(f)

All Other
Compensation4

($)
(g)

Total
($)
(h)

Richard L. Carrión

91,000

130,000

0

0

4,318

0

225,318

M. Frances Keeth

111,000

130,000

0

0

0

0

241,000

Robert W. Lane

97,000

130,000

0

0

1,947

0

228,947

Sandra O. Moose*

114,000

130,000

0

0

3,398

0

247,398

Joseph Neubauer*

106,000

130,000

0

0

0

0

236,000

Donald T. Nicolaisen*

122,000

130,000

0

0

0

0

252,000

Thomas H. O’Brien

99,000

130,000

0

0

671

0

229,671

Clarence Otis, Jr.

99,000

130,000

0

0

2,728

0

231,728

Hugh B. Price

103,000

130,000

0

0

47

0

233,047

Rodney E. Slater

74,833

196,023

0

0

0

0

270,856

John W. Snow

89,000

130,000

0

0

0

0

219,000

John R. Stafford

103,000

130,000

0

0

8,772

0

241,772

*

Denotes a Committee Chairperson of a standing Committee.

1

This column includes all fees earned in 2010, whether paid in cash or deferred.

2

For each Director other than Mr. Slater, this column reflects the grant date fair value of the Director’s 2010 annual stock award valued at $130,000. For Mr. Slater, this column reflects the grant date fair value of his annual stock award valued at $108,333, which was prorated to reflect the portion of the year that he served on the Board, and includes the one-time grant of 3,000 Verizon share equivalents with the grant date fair value of $87,690 that he received upon his appointment to the Board on March 5, 2010. The following reflects the aggregate number of stock awards and the aggregate number of option awards outstanding as of December 31, 2010 for each person who served as a non-employee Director during 2010 : Richard L. Carrión, 52,677 and 38,993; M. Frances Keeth, 23,330 and 0; Robert W. Lane, 32,503 and 17,264; Sandra O. Moose, 59,460 and 26,801; Joseph Neubauer, 75,486 and 36,657; Donald T. Nicolaisen, 29,585 and 0; Thomas H. O’Brien, 68,715 and 22,225; Clarence Otis, Jr., 29,046 and 0; Hugh B. Price, 50,859 and 26,801; Rodney E. Slater, 7,498 and 0; John W. Snow, 22,879 and 0; John R. Stafford, 60,802 and 26,801.

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. 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 2010, the cost of maintaining and administering these programs was $62,185.