Common use of Outstanding Options Clause in Contracts

Outstanding Options. Each Outstanding Award that is an option in respect of Verizon Common Stock granted under a Verizon Plan that is held by an Idearc Individual as of the Distribution Date (each, an “Original Option”) shall remain an option in respect of Verizon Common Stock subject to a Verizon Plan (each, a “Remaining Option”). Subject to any limitation required to comply with the provisions of Section 409A of the Code, each Remaining Option held by any person who is or becomes an Idearc Employee on the Distribution Date shall vest and become immediately exercisable upon the Distribution Date, and will remain exercisable until the earlier of (i) 5 years following the Distribution Date or (ii) the expiration of the stated term of the Original Option. The exercise price and number of shares subject to each Remaining Option shall be adjusted pursuant to the terms of the applicable Verizon Plan but in a manner consistent with the requirements of Section 424 of the Code. As a result, the Remaining Option shall be adjusted in accordance with clauses (A) and (B) below (to be interpreted and applied in such a way as to minimize any adverse consequences from any possible application of FAS 123R and Section 409A of the Code to such conversions): (a) the number of shares of Verizon Common Stock subject to such Remaining Option shall be equal to the product of (x) the number of shares of Verizon Common Stock subject to the corresponding Original Option immediately prior to the Distribution Date and (y) the Verizon Share Ratio, with fractional shares rounded down to the nearest whole share and (b) the per-share exercise price of such Remaining Option shall be equal to the product of (x) the per-share exercise price of the corresponding Original Option immediately prior to the Distribution Date and (y) the Verizon Share Ratio, rounded up to the nearest whole cent.

Outstanding Options. Each Outstanding Award that is an option in respect of Verizon Common Stock granted under a Verizon Plan that is held by an Idearc Individual a Spinco Employee as of the Distribution Date Effective Time (each, an “Original Option”) shall remain an option in respect of Verizon Common Stock subject to a Verizon Plan (each, a “Remaining Option”). Subject to any limitation required to comply with the provisions of Section 409A of the Code, each Remaining Option held by any person who is or becomes an Idearc a Spinco Employee on at the Distribution Date Effective Time shall vest and become immediately exercisable upon at the Distribution DateEffective Time, and will remain exercisable until the earlier of (i) 5 years following the Distribution Date Effective Time or (ii) the expiration of the stated term of the Original Option. The exercise price and number of shares subject to each Remaining Option shall be adjusted pursuant to the terms of the applicable Verizon Plan but in a manner consistent with the requirements of Section 424 of the Code. As a result, the Remaining Option shall be adjusted in accordance with clauses (A) and (B) below (to be interpreted and applied in such a way as to minimize any adverse consequences from any possible application of FAS 123R and Section 409A of the Code to such conversions): (aA) the number of shares of Verizon Common Stock subject to such Remaining Option shall be equal to the product of (x) the number of shares of Verizon Common Stock subject to the corresponding Original Option immediately prior to the Distribution Date Effective Time and (y) the Verizon Share Ratio, with fractional shares rounded down to the nearest whole share and (bB) the per-share exercise price of such Remaining Option shall be equal to the product quotient of (x) the per-share exercise price of the corresponding Original Option immediately prior to the Distribution Date Effective Time and (y) the Verizon Share Ratio, rounded up to the nearest whole cent.

Outstanding Options. Each Outstanding Award that is an option in respect of Verizon Common Stock granted under a Verizon Plan that is held by an Idearc Individual a Spinco Employee as of the Distribution Date Effective Time (each, an “"Original Option”") shall remain an option in respect of Verizon Common Stock subject to a Verizon Plan (each, a “"Remaining Option”"). Subject to any limitation required to comply with the provisions of Section 409A of the Code, each Remaining Option held by any person who is or becomes an Idearc a Spinco Employee on at the Distribution Date Effective Time shall vest and become immediately exercisable upon at the Distribution DateEffective Time, and will remain exercisable until the earlier of (i) 5 years following the Distribution Date Effective Time or (ii) the expiration of the stated term of the Original Option. The exercise price and number of shares subject to each Remaining Option shall be adjusted pursuant to the terms of the applicable Verizon Plan but in a manner consistent with the requirements of Section 424 of the Code. As a result, the Remaining Option shall be adjusted in accordance with clauses (A) and (B) below (to be interpreted and applied in such a way as to minimize any adverse consequences from any possible application of FAS 123R and Section 409A of the Code to such conversions): (aA) the number of shares of Verizon Common Stock subject to such Remaining Option shall be equal to the product of (x) the number of shares of Verizon Common Stock subject to the corresponding Original Option immediately prior to the Distribution Date Effective Time and (y) the Verizon Share Ratio, with fractional shares rounded down to the nearest whole share and (bB) the per-share exercise price of such Remaining Option shall be equal to the product quotient of (x) the per-share exercise price of the corresponding Original Option immediately prior to the Distribution Date Effective Time and (y) the Verizon Share Ratio, rounded up to the nearest whole cent.

Outstanding Options. Each Outstanding Award that is an option in respect of Verizon Common Stock granted under a Verizon Plan that is held by an Idearc Individual a Spinco Employee as of the Distribution Date Effective Time (each, an “Original Option”) shall remain an option in respect of Verizon Common Stock subject to a Verizon Plan (each, a “Remaining Option”). Subject to any limitation required to comply with the provisions of Section 409A of the Code, each Remaining Option held by any person who is or becomes an Idearc a Spinco Employee on at the Distribution Date Effective Time shall vest and become immediately exercisable upon the Distribution Date, and will remain exercisable until the earlier of (i) 5 years following the Distribution Date or (ii) the expiration of the stated term of the Original Option. The In the event that the fair market value of the Verizon Common Stock decreases at the Effective Time, the exercise price and number of shares subject to each Remaining Option shall be adjusted pursuant to the terms of the applicable Verizon Plan but in a manner consistent with the requirements of Section 424 of the Code. As a result, the Remaining Option shall be adjusted in accordance with clauses (A) and (B) below (to be interpreted and applied in such a way as to minimize any adverse consequences from any possible application of FAS 123R and Section 409A of the Code to such conversions): (aA) the number of shares of Verizon Common Stock subject to such Remaining Option shall be equal to the product of (x) the number of shares of Verizon Common Stock subject to the corresponding Original Option immediately prior to the Distribution Date Effective Time and (y) the Verizon Share Ratio, with fractional shares rounded down to the nearest whole share share; and (bB) the per-share exercise price of such Remaining Option shall be equal to the product quotient of (x) the per-share exercise price of the corresponding Original Option immediately prior to the Distribution Date Effective Time and (y) the Verizon Share Ratio, rounded up to the nearest whole cent.

Outstanding Options. Each Outstanding Award that is an option in respect of Verizon Common Stock granted under a Verizon Plan that is held by an Idearc Individual as of the Distribution Date (each, an “Original Option”) shall remain an option in respect of Verizon Common Stock subject to a Verizon Plan (each, a “Remaining Option”). Subject to any limitation required to comply with the provisions of Section 409A of the Code, each Remaining Option held by any person who is or becomes an Idearc Employee on the Distribution Date shall vest and become immediately exercisable upon the Distribution Date, and will remain exercisable until the earlier of (i) 5 years following the Distribution Date or (ii) the expiration of the stated term of the Original Option. The exercise price and number of shares subject to each Remaining Option shall be adjusted pursuant to the terms of the applicable Verizon Plan but in a manner consistent with the requirements of Section 424 of the Code. As a result, the Remaining Option shall be adjusted in accordance with clauses (A) and (B) below (to be interpreted and applied in such a way as to minimize any adverse consequences from any possible application of FAS 123R and Section 409A of the Code to such conversions): (a) the number of shares of Verizon Common Stock subject to such Remaining Option shall be equal to the product of (x) the number of shares of Verizon Common Stock subject to the corresponding Original Option immediately prior to the Distribution Date and (y) the Verizon Share Ratio, with fractional shares rounded down to the nearest whole share and (b) the per-share exercise price of such Remaining Option shall be equal to the product of (x) the per-share exercise price of the corresponding Original Option immediately prior to the Distribution Date and (y) the Verizon Share Price Ratio, rounded up to the nearest whole cent.