AVAYA INC. 2004 LONG TERM INCENTIVE PLAN (PLAN) RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHIBIT 10.40

AVAYA INC. 2004 LONG TERM INCENTIVE PLAN (“PLAN”)

RESTRICTED STOCK UNIT AWARD AGREEMENT

You have been granted as of the Grant Date set forth above,              restricted stock units (“Restricted Stock Units”). Upon termination of the restrictions related thereto, each Restricted Stock Unit will be converted into one share of Avaya Inc. (“Avaya”) common stock, par value $.01 (“Shares”), subject to the terms and conditions of the Plan and this Agreement.

1.               Vesting of Award.  The Restricted Stock Units shall vest and become nonforfeitable on the following schedule; 50% on the third anniversary of the Grant Date, and 50% on the fourth anniversary of the Grant Date (the date on which any Restricted Stock Unit vests being the “Vesting Date” for such Restricted Stock Unit).  The period beginning on the Grant Date hereof and ending on the day prior to the Vesting Date for a Restricted Stock Unit is herein referred to as the “Restriction Period” with respect to such Restricted Stock Unit.

2.  Termination of Employment.  Upon termination of your employment for any reason other than death or disability as described below, including without limitation, retirement and termination as a result of your employer ceasing to be either Avaya or a Subsidiary, any Restricted Stock Units that are not vested shall be forfeited and cancelled. Transfer to and from Avaya and any Subsidiary shall not be considered a termination of employment for purposes of this Agreement.  Nor shall it be considered a termination of employment for purposes of this Agreement if you are placed on an approved leave of absence, unless the Committee shall otherwise determine.  Upon termination of your employment for Cause, any Restricted Stock Units that are not vested shall be forfeited and cancelled.

(a)                                  Death - - If you die prior to the Vesting Date, the Restricted Stock Units will become nonforfeitable, the Restriction Period will end and the award will be paid as soon as practicable after the date of death as specified in Section 3.

(b)                                 Disability - - “Disability” means termination of employment under circumstances where you qualify for and receive payments under a long-term disability pay plan maintained by Avaya or any Subsidiary or as required by or available under applicable local law.  Upon termination of your employment prior to the Vesting Date as a result of your Disability the Restricted Stock Units will become nonforfeitable, the Restriction Period will end and the award will be paid at time of termination as specified in Section 3.

(c)                                  Cause. “Cause” means:

(i)             violation of Avaya’s code of conduct;

(ii)          conviction of a felony (including a plea of guilty or nolo contendere) or any crime of theft, dishonesty or moral turpitude, or

(iii)       gross omission or gross dereliction of any statutory or common law duty to Avaya.

3.               Payment of Shares.  As soon as practicable after termination of the Restriction Period, the Company will deliver a certificate representing the Shares being distributed to you or to your legal representative.

4.               Transferability.  Unless otherwise provided for in the Plan, you may not transfer, pledge, assign, sell or otherwise alienate your Restricted Stock Units.

5.               No Right of Employment.  Neither the Plan nor this Restricted Stock Unit Award shall be construed as giving you the right to be retained in the employ of Avaya or any Subsidiary.

6.     Taxes.  Avaya shall deduct or cause to be deducted from, or collect or cause to be collected with respect to, your Restricted Stock Units any federal, state, or local taxes required by law to be withheld or paid with respect to your Restricted Stock Units, and you or your legal representative or beneficiaries shall be required to pay any such amounts.  Avaya shall have the right to take such action as may be necessary, in Avaya’s opinion, to satisfy such obligations.

7.               Beneficiary.  You may, in accordance with procedures established by the Committee, designate one or more beneficiaries to receive all or part of this award in case of your death, and you may change or revoke such designation at any time.  Such designation shall not be effective unless and until the Senior Vice President- Human Resources shall determine, on advice of counsel, that resale of Shares by your beneficiary(ies) does not require any registration, qualification, consent or approval of any securities exchange or governmental or regulatory agency or authority.  In the event of your death, any portion of this Award that is subject to such a designation (to the extent such designation is valid, effective and enforceable under this Agreement and applicable law) shall be distributed to such beneficiary or beneficiaries in accordance with this Agreement.  Any other portion of this Award shall be distributed to your estate.  If there shall be any question as to the legal right of any beneficiary to receive a distribution hereunder, or to the extent your designation is not effective, such portion will be delivered to your estate, in which event neither Avaya nor any Subsidiary shall have any further liability to anyone with respect to such award.

8.               Governing Law.  The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of law.

9.               Subject to Plan.  This Agreement and grant of Restricted Stock Units are subject to all of the terms and conditions of the Plan.