Name: [ ]FY2014 Targeted Award : $[ ]FY2015 Targeted Award : $[ ]Date of Grant: Avaya Inc. EXECUTIVE COMMITTEE PERFORMANCE RECOGNITION PLAN

This Award Agreement (this “Award Agreement”) evidences the grant made on ___________ by the Company to [NAME] (the “Participant”) of the conditional right to receive the amount credited to the Account, pursuant to and in accordance with the terms of the attached Avaya Inc. Executive Committee Performance Recognition Plan, as the same may be amended from time to time (the “Plan”). The Participant's Targeted Award for each of fiscal years 2014 and 2015 is $[DOLLAR AMOUNT], [DOLLAR AMOUNT] and [DOLLAR AMOUNT], respectively. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement.

Executed as of the ___ day of ___________.

    

By: __________________________________

Name: Roger Gaston

Title: Sr. Vice President, Human Resources

I agree to accept the terms of this Award Agreement as set forth in the Plan and in the attached Schedule A, which is incorporated herein by reference. I further acknowledge and agree that (i) the signature to this Award Agreement on behalf of Avaya Inc. (the “Company”) is an electronic signature that will be treated as an original signature for all purposes hereunder and (ii) such electronic signature shall be binding against the Company and shall create a legally binding agreement when this Award Agreement is countersigned by me.

Participant    

    

_____________________________        ____________________

Signature                        Date:

_____________________________

Print Name                

By executing the Award Agreement, the Participant acknowledges the importance to Avaya Inc. and its Affiliates, existing now or in the future (hereinafter referred to collectively as the “Company”) of protecting its confidential information and other legitimate business interests, including without limitation the valuable trade secrets and good will that it has developed or acquired. The Participant further acknowledges that the Company is engaged in a highly competitive business, that its success in the marketplace depends upon the preservation of its confidential information and industry reputation, and that obtaining agreements such as this one from its employees is reasonable. The Participant undertakes the obligations in this Schedule A in consideration of the Participant's initial and/or ongoing employment with the Company, this Award, the Participant's being granted access to trade secrets and other confidential information of the Company, and for other good and valuable consideration, the receipt and sufficiency of which the Participant acknowledges.

(including without limitation electronic), in whole or in part, thereof (the “Documents” and each individually, a “Document”), whether or not prepared by the Participant, shall be the sole and exclusive property of the Company. Except as required for the proper performance of the Participant's regular duties for the Company or as expressly authorized in writing in advance by the Company, the Participant will not copy any Documents or remove any Documents or copies or derivatives thereof from the premises of the Company. The Participant will safeguard, and return to the Company immediately upon termination of employment, and at such other times as may be specified by the Company, all Documents and other property of the Company, and all documents, records and files of its customers, subcontractors, vendors and suppliers (“Third-Party Documents” and each individually a “Third-Party Document”), as well as all other property of such customers, subcontractors, vendors and suppliers, then in the Participant's possession or control. Provided, however, if a Document or Third-Party Document is on electronic media, the Participant may, in lieu of surrender of the Document or Third-Party Document, provide a copy on electronic media (e.g., a properly formatted diskette) to the Company and delete and overwrite all other electronic media copies thereof. Upon request of any duly authorized officer of the Company, the Participant will disclose all passwords necessary or desirable to enable the Company to obtain access to the Documents and Third-Party Documents. Notwithstanding any provision of this Section 2.2 to the contrary, the Participant shall be permitted to retain copies of all Documents evidencing his or her hire, equity and other compensation rate and benefits, this Schedule A, and any other agreements between the Participant and the Company that the Participant has signed.

apply (i) only with respect to those Persons who are or have been a customer of the Company at any time within the immediately preceding one-year period or whose business has been solicited on behalf of the Company by any of its officers, employees or agents within said one-year period, other than by form letter, blanket mailing or published advertisement, and (ii) only if the Participant has performed work for such Person during his or her employment with the Company or has been introduced to, or otherwise had contact with, such Person as a result of his or her employment or other associations with the Company or has had access to Confidential Information which would assist in the solicitation of such Person. The foregoing restrictions shall not apply to general solicitation or advertising, including through media and trade publications.

Inc. Executive Committee 2011 - 2013 Performance Recognition Plan, or if an Award has already been made, the Participant will be obligated to return the proceeds of such Award to the Company.

   

such list is attached, the Participant represents and warrants that there are no such Prior Inventions.

Words or phrases which are initially capitalized or are within quotation marks shall have the meanings provided in this Section 5 and as provided elsewhere in this Schedule A. For purposes of this Schedule A, the following definitions apply:

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control may be by management authority, contract or equity interest.

“Confidential Information” means any and all information of the Company, whether or not in writing, that is not generally known by others with whom the Company competes or does business, or with whom it plans to compete or do business, and any and all information, which, if disclosed, would assist in competition against the Company, including but not limited to (a) all proprietary information of the Company, including but not limited to the products and services, technical data, methods, processes, know-how, developments, inventions, and formulae of the Company, (b) the development, research, testing, marketing and financial activities and strategic plans of the Company, (c) the manner in which the Company operates, (d) its costs and sources of supply, (e) the identity and special needs of the customers, prospective customers and subcontractors of the Company, and (f) the people and organizations with whom the Company has business relationships and the substance of those relationships. Without limiting the generality of the foregoing, Confidential Information shall specifically include: (i) any and all product testing methodologies, product test results, research and development plans and initiatives, marketing research, plans and analyses, strategic business plans and budgets, and technology grids; (ii) any and all vendor, supplier and purchase records, including without limitation the identity of contacts at any vendor, any list of vendors or suppliers, any lists of purchase transactions and/or prices paid; and (iii) any and all customer lists and customer and sales records, including without limitation the identity of contacts at purchasers, any list of purchasers, and any list of sales transactions and/or prices charged by the Company. Confidential Information also includes any information that the Company may receive or has received from customers, subcontractors, suppliers or others, with any understanding, express or implied, that the information would not be disclosed. Notwithstanding the foregoing, Confidential Information does not include information that (A) is known or becomes known to the public in general (other than as a result of a breach of Section 2 hereof by the Participant), (B) is or has been independently developed or conceived by the Participant without use of the Company's Confidential Information or (C) is or has been made known or disclosed to the Participant by a third party without a breach of any obligation of confidentiality such third party may have to the Company of which the Participant is aware.

“Material Competitor” means an entity, or a division or subsidiary of a multi-division entity or holding company, which engages in business in one or more of the fields in which the Company conducts business and from which the Company derives at least 10% of its annual gross revenues, as determined on the date of the Participant's termination of employment with the Company or an affiliate, as applicable.

“Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company.

The Participant represents and warrants that his or her employment by the Company and execution and performance of the Award Agreement, including this Schedule A, will not breach or be in conflict with any other agreement to which the Participant is a party or is bound, and that the Participant is not now subject to any covenants against competition or similar covenants or other obligations to third parties or to any court order, judgment or decree that would affect the performance of the Participant's obligations hereunder or the Participant's duties and responsibilities to the Company, except as disclosed in writing to the Company no later than the time an executed copy of the Award Agreement, including this Schedule A, is returned by the Participant. The Participant will not disclose to or use on behalf of the Company, or induce the Company to use, any proprietary information of any previous employer or other third party without that party's consent.

With respect to the subject matter hereof, this Schedule A sets forth the entire agreement between the Participant and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the same. Provided, however, this Schedule A shall not terminate or supersede any obligations the Participant may have pursuant to any other agreement or under applicable law with respect to confidentiality, non-competition, non-solicitation, assignment of rights to intellectual property or the like. In the event of conflict between this Schedule A and any prior agreement between the Participant and the Company with respect to the subject matter hereof, this Schedule A shall govern. The provisions of this Schedule A are severable, and no breach of any provision of this Schedule A by the Company, or any other claimed breach of contract or violation of law, shall operate to excuse the Participant's obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of this Schedule A shall be of any force or effect, and this Schedule A shall be interpreted as if such change had not been made. This Schedule A may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by the Participant and an expressly authorized officer of the Company. If any provision of this Schedule A should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it so as to be enforceable to the maximum extent permissible by law. Provisions of this Schedule A shall survive any termination if so provided in this Schedule A or if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed and understood that no changes to the nature or scope of the Participant's employment relationship with the Company shall operate to extinguish the Participant's obligations hereunder or require that a new agreement concerning the subject matter of this Schedule A be executed.

Neither the Company nor the Participant may make any assignment of this Schedule A or any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Schedule A without the Participant's consent (a) in the event that the Participant is transferred to a position with one of the Company's Affiliates or (b) in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into any Person or transfer to any Person all or substantially all of the business, properties or assets of the Company or any division or line of business of the Company with which the Participant is at any time associated. This Schedule A

shall inure to the benefit of and be binding upon the Participant and the Company, and each of their respective successors, executors, administrators, heirs, representatives and permitted assigns.

This Schedule A does not in any way obligate the Company to retain the Participant's services for a fixed period or at a fixed level of compensation; nor does it in any way restrict the Participant's right or that of the Company to terminate the Participant's employment at any time, at will, with or without notice or cause.

The Participant consents to be bound by the provisions of this Schedule A for the benefit of the Company, and any successor or permitted assign to whose employ the Participant may be transferred, without the necessity that a new agreement concerning the subject matter or this Schedule A be re-signed at the time of such transfer.

In signing the Award Agreement, the Participant gives the Company assurance that the Participant has read and understood all of its terms; that the Participant has had a full and reasonable opportunity to consider its terms and to consult with any person of his or her choosing before signing; that the Participant has not relied on any agreements or representations, express or implied, that are not set forth expressly in the Award Agreement, including this Schedule A; and that the Participant has signed the Award Agreement knowingly and voluntarily.