Forum for Shareholders of Verizon
Conditions of Participation
An independent “Forum” for shareholders of Verizon Communications, Inc.
(“Verizon” or the “Company”) has been initiated to provide its “Participants”
with the effective access to information and exchange of views needed to
understand the relationship of executive compensation incentives to the
company’s achievement of long term enterprise objectives, as a foundation for
considering investor decisions about both capital commitment and voting.
This Forum program is organized with the support of the
Association of BellTel Retirees, Inc. (“Retiree Association”), believed to
be the world’s largest such organization with over 110,000 members who are
retired employees of Verizon and its predecessor companies.
Management of the program will be the responsibility of Transition Investments,
Inc. (the “Manager”), which is providing the services of its president, Gary
Lutin, to chair the Forum and conduct its activities according to the conditions
Participation: The Forum will be open, free of charge, to all Company
shareholders, whether institutional or individual, and to anyone with fiduciary
or professional responsibilities relating to shareholder decisions (including
Company directors and officers, advisers to investors or Company management,
securities analysts, journalists, educators, etc.). As stated in this section,
each such “Participant” is expected to make independent use of information
obtained through the Forum and may choose to express views either anonymously or
for attribution, subject to the
privacy rights of other Participants.
Forum Activities: Forum activities may involve a variety of
communication processes, ranging from publicly distributed reports to private
discussions between the Manager and individual Participants, if and as
appropriate to (a) define issues relevant to shareholder interests, (b) obtain
and provide to Participants the information needed for their independent
decisions, (c) assure management awareness of shareholder views, and (d)
identify expertise and other resources applicable to investor interests.
Information of general Forum interest will be distributed to all Participants
who provide an email address for that purpose, subject to the Forum
privacy commitment. More specialized subjects may be addressed in separate
“workshops” or similar processes, so that Participants can be selective in their
attentions to activities and issues.
Independence of Participant: Each Participant is expected to act
independently. Participation in the Forum, including any of its components or
functions, is not intended either (a) to be or to encourage an agreement among
Participants to act in concert, or (b) to restrict in any way the freedom of
Participants to enter into independent agreements for any purposes they may
wish. Any such independent agreements of Participants, including separate
agreements between Participants, will be considered unrelated to the Forum. It
should of course be understood that no Participant may act for or on behalf of
the Forum or its Manager, or represent that it is doing so.
Privacy: The communications of a Participant with the Manager
or others involved in the Forum will be considered private and anonymous, and
the Manager will not disclose a Participant's identity or views without the
Participant's specific consent. Participation in the Forum is subject to the
Participant’s agreement to respect the privacy rights of other Participants,
including under circumstances in which the Participant may learn the identity or
views of another Participant as a result of involvement in the Forum.
Manager Not Representing Participants: It should be understood that the
Manager (including for these purposes any employee or agent of the Manager) will
have no responsibility or authority to represent or act on behalf of any
Participant unless an exception is specifically agreed to in writing by both
Participant and the Manager, and that neither the Manager nor any Participant
will otherwise be responsible for any acts or conduct of the other.
Specifically, the Manager will neither solicit nor accept proxies.
Responsibility for Costs: Participants will have no responsibility for
any costs or other liabilities of the Forum or of the Manager, other than as
agreed in writing. Similarly, the Forum and the Manager will have no
responsibility for any costs or other liabilities of a Participant. However, if
costs incurred by a Participant for purposes consistent with shareholder
interests addressed by the Forum are approved by the Manager as “Contributions,”
those Participant costs will be reimbursable from funds which may become
available for Forum costs according to the provisions of paragraphs 9 and 10.
Costs and Reimbursements
Forum Expenses: To allocate costs fairly in proportion to the interests
of all shareholders for whose benefit the Forum is conducted, the Company’s
management will be asked to assume corporate responsibility for the costs of the
Forum’s organization and conduct. It should be understood, however, that the
Company’s management may not agree to do so. The Manager will therefore bear
the risk of funding for all Forum costs, including the Manager’s own fees and
any expenses incurred by the Manager for advisors and administrative
Sponsorship Support: The Manager may accept financial support of the
Forum from Participants or others with interests in the Forum’s purposes,
subject to conventional publishing and academic standards of sponsorship
respecting independent integrity. Any such sponsorship payments from
shareholder Participants may be considered approved “Contributions” for purposes
of reimbursement as provided below in paragraphs 9 and 10. The identities of Forum sponsors will be provided to
Participants upon request.
Approved Contributions: Any costs incurred by a Participant,
whether independently or in support of the Forum, may be considered reimbursable
“Contributions” if the Manager determines that they are reasonable and for
purposes relating to shareholder interests addressed by the Forum. Although
Contribution status may be considered after costs are incurred under exceptional
circumstances, a Participant should seek written Manager approval of costs prior
to making commitments.
Reimbursement of Participant Contributions: Participants will
be reimbursed for Contributions if and as allocations of funds become available
from the Company, or from a not-for-profit organization assuming responsibility
for the independent management of this and similar shareholder Forum programs.
After paying or reimbursing the direct expenses reasonably incurred by the
Manager in the organization and conduct of the Forum, half of the remaining
balance of all such funds will be available for application to the reimbursement
of Contributions in proportion to each Participant’s accruals. Rights to
reimbursement will survive the completion or termination of the Forum.
June 15, 2007
(revised March 20, 2008)
Lutin & Company, 575 Madison Avenue, New York, New York 10022