Letter Agreement Regarding Board Compensation Between Avaya Holdings Corp. and Ronald Rittenmeyer

Summary

Avaya Holdings Corp. has agreed to compensate Ronald Rittenmeyer for his service as a representative of TPG Capital on the boards of Avaya Holdings Corp. and Avaya Inc. He will receive $75,000 in January 2014 for his prior service before becoming a director, and $300,000 annually for each fiscal year he serves as a director, with payments made in the second fiscal quarter of each year. The agreement is acknowledged and accepted by both parties.

EX-10.4 5 a104rittenmeyerletteragree.htm LETTER AGREEMENT WITH RONALD RITTENMEYER 12-16-2013 10.4 Rittenmeyer Letter Agreement

Avaya Inc.

4655 Great America Parkway

Santa Clara, CA 95054

December 16, 2013

VIA EMAIL

Mr. Ronald Rittenmeyer

Senior Advisor

TPG Capital, L.P.

c/o Expert Global Solutions, Inc.

5085 W Park Blvd

Suite 300

Plano, TX 75093

Re: Board Compensation

Dear Mr. Rittenmeyer:

Avaya has agreed to pay you the following in connection with your service as a representative of TPG Capital and/or one of its affiliates on the boards of directors of Avaya Holdings Corp. and/or Avaya Inc.:


(i)	$75,000 in January 2014 for your service with Avaya Board matters for Avaya’s fiscal year ended September 30, 2013 prior to becoming an Avaya director effective October 1, 2013; and


(ii)	$300,000 for your service as an Avaya Director for Avaya’s fiscal year ended September 30, 2014 and each fiscal year thereafter, in each case with such annual payment to be made in Avaya’s second fiscal quarter of each fiscal year.

Regards,

Avaya Holdings Corp.

By: /s/ Frank J. Mahr

Name: Frank J. Mahr

Title: Corporate Secretary

Acknowledged and agreed:

_/s/ Ronald Rittenmeyer______________________

By: Ronald Rittenmeyer

Date: December 16, 2013