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                                                           Exhibit (10)(iii)(A)9

                                               June 12, 1997

Mr. Ben Verwaayen
Biltseweg 11
3735 MA Bosch en Duin
Nederland

Dear Ben:

      It gives me great pleasure to offer you a position within Lucent
Technologies Inc. (hereinafter referred to as "Lucent" or "the Company"). In
addition to confirming my offer, this letter agreement ("Agreement") details the
terms and conditions of your employment and outlines the current major features
of Lucent's compensation and benefit plans and practices. By acceptance of this
Agreement, you agree that you have brought to the Company's attention and
provided it with a copy of any agreement which may impact your future employment
at the Company, including, but not limited to, non-disclosure, non-competition,
invention assignment agreements or agreements containing future work
restrictions. Further, you agree that no trade secret or proprietary information
belonging to Royal Dutch Post, Telegraph & Telephone, Inc. will be disclosed or
used by you at the Company, and that no such information, whether in the form of
documents, memoranda, software, drawings, etc. will be retained by you or
brought with you to the Company.

                                EMPLOYMENT TERMS

      General Employment: Subject to the provisions set forth in this Agreement,
the Company agrees to employ you and you agree to be employed by the Company as
the Executive Vice President - President, International for the period of time
set forth in the "Term of Agreement" paragraph of this Agreement.

      Assumption of Duties: Effective on or about September 1, 1997, you will
assume the above position, reporting to Richard McGinn, President and Chief
Operating Officer. Your primary work location will be in Murray Hill, New
Jersey. As Executive Vice President - President, International of Lucent, you
shall have the power, authority and responsibility customarily associated with
that position. Your duties shall include operating, developing and implementing
the Company's overall business strategy, with particular emphasis on
international business, with the objective of making Lucent a world leader in
market share and customer satisfaction. In connection with the execution of this
strategy, you will be expected to work closely with certain business unit and
division heads and direct certain international business unit and division
operations. You will be accountable for the overall financial success of
Lucent's international business. During your period of employment by the
Company, you agree to devote your full time, energy, interests and abilities to
the diligent performance of the duties of your position and to the business and
affairs of the Company and its affiliates, as well as such additional duties and
services as may be appropriate to your office. It is understood that you may, in
your discretion and subject to not interfering with your duties and
responsibilities hereunder,

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June 12, 1997
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devote time to civic, public and professional activities. In addition, you may
serve, with the consent of the Board of Directors, as a Director of other
business corporations not engaged in competition with the Company or any
subsidiary or affiliate of the Company. It is agreed that the Company will
explore options for you to join the Board of Directors of other companies.

      Term of Agreement: Subject to the terms hereof, the Company agrees to
continue to employ you for a period commencing on or before September 1, 1997
and ending at the close of business on August 31, 2000 (the "Employment Term").

                                  COMPENSATION

      Base Salary: Your initial annual base salary will be $600,000 per year.
This rate will be reviewed again around November or December 1997 when we
conduct the Company 1998 fiscal year merit review process and may be adjusted
(but will not be reduced below $600,000 per year) based on updated market data
and individual performance. Officers are paid monthly and based on a September
1, 1997 hire date, you would receive your first paycheck at the end of September
1997.

      1997 Annual Incentive: Lucent has adopted a fiscal accounting year which
begins each October 1 and ends each September 30. Your actual annual incentive
award will be based on individual and Company performance during the fiscal
year. Annual incentives are currently based 50% on Company performance and 50%
on supervisor's discretion based on predetermined objectives. The target award
for your position is 80% of base salary paid during the fiscal year. You will be
guaranteed a minimum award for the 1997 fiscal year equal to 80% of the base
salary actually paid to you by the Company during fiscal 1997. If performance
against objectives for the period ending September 30, 1997 exceeds target, the
payment will be greater. The specific terms of your annual incentive award are
contained in the Company's Short Term Incentive Plan.

      Future Annual Incentives: The minimum target award for the fiscal years
ending September 30, 1998, 1999 and 2000 will be equal to 80% of your base
salary paid during the applicable fiscal year. Your actual annual incentive
award will be based on individual and Company performance during the fiscal
year. The Company reserves the right to amend the Short Term Incentive Plan at
any time. If the Short Term Incentive Plan is amended or terminated, you will be
offered the opportunity to participate in any other replacement or substitute
plan or program in which the Chief Executive Officer and/or the President of the
Company are eligible to participate.

      Lucent Long Term Incentives: In 1997, under the 1996 Long Term Incentive
Program ("LTIP"), you are eligible to receive stock options and performance
award grants. The target long term award grant for your position is 150% of
salary (i.e., 150% x $600,000 = $900,000). Of this target, 50% of the value is
currently in the form of stock options and 50% is in the form of performance
awards, as described below. The mix of the performance award and stock options
is subject to change for future grants, and it is anticipated that the
percentage of the award granted in the form of stock options will 

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increase in future years. Any future change would apply to all officers of
Lucent as a group. Following is a more detailed description of such awards.

            Lucent Performance Awards: You will be awarded a Performance Award
      in 1997 covering a three year performance cycle, i.e., fiscal years
      1997-1999. Payout will be at the end of such cycle and could range from 0%
      to 200% of the target performance award and will be payable in cash (e.g.,
      if the target Performance Award is 50% of a total LTIP award of $900,000,
      the maximum Performance Award will be $900,000 ($900,000 / 2 x 200%)).
      Performance will be based on measures approved by the Board of Directors.
      The target performance award for your position is $450,000 (currently 50%
      of the total LTIP award of $900,000). The specific terms of your Award are
      contained in the Company's LTIP.

            Lucent Stock Options: You will be awarded approximately 31,500
      ($450,000) Lucent Stock Options, the 1997 target grant for your position.
      The term of the stock option grant is ten years. Assuming continued
      Company employment, stock options will vest and become exercisable at the
      end of 3 years of employment. The option price for this grant will be the
      average of the high and low price of Lucent shares on the New York Stock
      Exchange on the date your employment commences. The specific terms of your
      Stock Options are contained in the Company's LTIP and in your individual
      Stock Option Agreement.

      The foregoing awards will be based on target levels (i.e., 150 percent of
salary). Stock award grants in future years, however, will be based on
supervisor's discretion of an individual's performance and can vary from the
target. Therefore, in future years you may receive more or less than target
based on your individual performance. As with the Annual Incentive Awards, Long
Term Incentives are closely linked with the Company's strategy to meet the
challenges of an ever-changing marketplace. Accordingly, other than the initial
grants, the Company cannot guarantee continuation of the Long Term Incentive
Plan in its current format, nor can it guarantee annual grant levels to
individual participants. However, you will be eligible to participate in any
long term incentive programs in which the Chief Executive Officer and/or the
President of the Company are eligible to participate.

      Hiring Bonus: In order to encourage you to join Lucent and to reflect
certain forfeitures at your current employer, the Company will provide you with
the following:

      --    You will be granted a one-time cash award, payable as a lump sum as
            soon as administratively possible following your first day of
            employment, of $330,000.

      --    You will be granted a one-time cash award, payable as a lump sum on
            January 1, 1998, of $408,000.

      --    You will be paid a lump sum payment equal to the difference between
            $320,000 and the amount your receive as a prorated 1997 annual
            incentive award. This payment will be made on January 1, 1998, if
            you remain in 

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            employment at that time.

      --    You will be awarded the following Lucent Stock Units covering the
            three year performance cycles ending in fiscal years 1997 and 1998
            (i.e., stock units which would have been granted had you been with
            the Company in 1995 and 1996, prorated based on your period of
            service within each three year performance cycle). Each stock unit
            is equal to one share of Lucent common stock (i.e., based on $53.00
            price)

            -- Lucent Stock Units with a value at target of approximately
            $75,000 (or greater, depending on the date your employment
            commences) for the cycle ending in 1997

            -- Lucent Stock Units with a value at target of approximately
            $225,000 (or greater, depending on the date your employment
            commences) for the cycle ending in 1998.

            Both of these grants will be made under and subject to the LTIP and
            your individual award. Payout will be made at the end of the
            performance period and will be made in cash.

      --    You will receive a one-time grant of 225,000 Lucent Stock Options
            and 85,000 Lucent Restricted Stock Units. The terms and conditions
            of the grant are as follows:

            Stock Options

            Grant Date - Your first day of employment

            Option Term - 10 years

            Option Price - 100% of market value on date of grant

            Vesting - Options will be 50% vested three years after the grant
            date, 75% vested four years after the grant date, and 100% vested
            five years after the grant date.

            Restricted Stock Units

            Vesting - Units will vest in 5 years based on continued employment.

      Cash and other payments made under this Hiring Bonus are not includable as
earnings in the calculation of any benefits under any benefit plans of the
Company.

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                                    BENEFITS

      General Benefits. Except as otherwise provided in this Agreement, you
shall be treated in the same manner as and be entitled to such benefits and
other perquisites and terms and conditions of employment as the Chief Executive
Officer and/or the President of the Company, except to the extent that such
benefits, perquisites and terms and conditions of employment are offered
individually to the Chief Executive Officer or the President of the Company,
including any nonqualified deferred compensation plans otherwise available.

      The incentive plans as well as the employee and Officer benefit plans,
programs and practices as briefly outlined in this Agreement and Attachment A
reflect their current provisions. Payments and benefits under these plans and
programs, as well as other payments referred to in this letter, are subject to
IRS rules and regulations with respect to withholding, reporting, and taxation,
and will not be grossed-up unless specifically stated. The Company reserves the
right to discontinue or modify any compensation, incentive, benefit, perquisite
plan, program or practice. Moreover, the brief summaries contained herein are
subject to the terms of such plans, programs and practices.

      For purposes of the Officer and employee benefits plans, the definition of
compensation is as stated in the plans. Currently, pensions are based on base
salary and annual incentives. Other benefits are based on either base salary or
base salary plus annual incentives. All other compensation and payments
reflected in this offer, e.g., hiring bonus, perquisites, stock options and
other long term incentives, are not included in the calculation of any employee
or Officer benefits (except for the Lucent Incentive Deferral Award Plan, which
currently permits the deferral of annual incentives and Performance Awards).

      Officer and Employee Benefit Plans: Subject to the terms and provisions of
this Agreement, you shall be entitled to coverage under or benefits in
accordance with those material employee benefit plans and programs as are made
available, or which may subsequently become applicable, to the Chief Executive
Officer and/or the President of the Company. Attachment A outlines the benefits
available to you under various Officer, mid-career and employee benefits plans,
programs and practices. For most of these programs, you will be covered from
your date of hire.

      Medical. The Company will provide the medical plan available to the Chief
Executive Officer and the President of the Company. During the period that your
family remains in the Netherlands, there will be coverage for dependents
comparable to what would be offered if you had elected the High Indemnity Option
coverage (your dependents can go to any doctor; the provider will be paid
directly by you and you will then be reimbursed by the Company).

      Individual Pension Arrangement: Subject to the terms and conditions
described in the following paragraphs, you will be eligible for an individual
non-qualified pension arrangement which will provide you with a monthly benefit
for your lifetime.

      Amount of Benefit. If your employment with the Company terminates at or
after the date on which you attain age 60, you will be eligible for an
individual non-qualified pension 

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arrangement which will provide you with an annual amount, payable in monthly
installments over your lifetime, equal to 50 percent of your average monthly
base salary and short term incentive bonus (determined as the sum of your base
salary and short term incentive bonus for the three years immediately preceding
your retirement, divided by 36), reduced by any amounts paid or payable from the
Company's Management Pension Plan, Non-Qualified Pension Plan, Mid-Career
Pension Plan, any other Company-sponsored qualified retirement plans and
non-qualified deferred compensation plans which provide retirement payments
(excluding any benefits which represent (i) deferrals of a portion of your
salary or bonus or (ii) employer contributions to a profit sharing plan, a stock
bonus plan or any other defined contribution plan which is not a pension plan),
any successor plans and programs of the Company which provide retirement
payments, any amounts payable to you under the KPN Pension Fund or a successor
plan or program, and any amounts payable under the Social Security system of the
Netherlands. All such calculations shall be based on the value of a single life
annuity commencing at age 60.

      In the event of termination of employment for any reason other than
Company-initiated termination for the reasons described in clause (iii) of the
subsection of this Agreement entitled "Termination of Employment by Company"
subsequent to age 50 and prior to age 60, the percentages indicated in the
following table will be substituted for "50 percent" in the preceding paragraph:

                                   Percent of Three-Year Average Base Pay
      Age at Termination                     and Annual Incentive
      ------------------                     --------------------

            50                                   30 percent
            55                                   40 percent
            60                                   50 percent

If you become 100% vested in this arrangement prior to age 50 (see below), you
will be entitled to a benefit commencing at age 60 equal to the benefit to which
you would have been entitled if you had continued in employment until age 50. If
your age at the time you terminate employment is between the ages indicated
above, your benefit will be determined by interpolating the percentage from the
above table. I.e., if you terminate at age 53, your maximum benefit will be 36
percent of the final three-year average of your base pay and annual bonus.

      In the event of Company-initiated termination for the reasons described in
clause (iii) of the subsection of this Agreement entitled "Termination of
Employment by Company" at any time, no amounts shall be due under the individual
pension arrangement.

      The payments from the individual pension arrangement are in addition to
and, other than the offset described above, not in lieu of any pension, savings
or other qualified or non-qualified defined benefit or defined contribution type
retirement plans of the Company in which you would be eligible to participate as
a Company employee or Company Officer. Accordingly, the individual pension
arrangement will not affect your participation or potential participation in
such plans or programs.

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      Payment Options. Payments from the individual pension arrangement will be
made in monthly installments, commencing at the end of the month next following
the end of the month in which you reach age 60 or, if later, terminate
employment with the Company. At your option, in accordance with procedures
established by the Company, you may elect to receive the present value of your
individual pension arrangement in a lump sum payment in the year following your
retirement or, if vested, your other termination of employment. The present
value shall be determined using the mortality tables used in the Company's
pension plan and the interest rate in effect for 30-year U.S. Treasury
securities on January 1 of the year following your termination of employment.

      Vesting. Except as provided below, you will become 100% vested in the
benefit provided under the individual pension arrangement, payable at age 60,
upon attainment of age 50 if still employed, or upon the termination of your
employment at any time by the Company due to death, disability, or the reason
described in clause (vi) of the subsection of this Agreement entitled
"Termination of Employment by Company."

      In the event of termination of employment by you prior to age 50 for good
reason, as described in clauses (i) and (ii) of the subsection of this Agreement
entitled "Termination of Employment by Employee," you will be eligible for a
benefit determined in accordance with the following vesting schedule:

                                               Percent Vested in Value of
      Years of Company Employment                   Age 50 Benefit
      ---------------------------              --------------------------

            Less than 1                               0 percent
            Between 1 and 2                          20 percent
            Between 2 and 3                          40 percent
            Between 3 and 4                          60 percent
            Between 4 and 5                          80 percent

            5 or more                               100 percent

      In the event of Company-initiated termination of employment at any time
for "cause," as described in clause (iii) of the subsection of this Agreement
entitled "Termination of Employment by Company," you will forfeit all rights
under this individual pension arrangement.

      Relocation Benefits: The Company will provide you with the following
benefits in connection with the relocation of you and your family to the United
States:

o     reimbursement of the costs of exploratory trips and reasonable related
      expenses for you and your spouse to visit the United States and the costs
      of the services of an area consultant to acquaint you with the New Jersey
      area.

o     a special temporary housing allowance of $20,000 per month to reimburse
      you for the cost of maintaining two homes during the time your family
      remains in the 

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      Netherlands. This housing allowance will terminate upon the earlier of
      your spouse's relocation to the United States or September 1998.

o     assistance, within five years of your first day of employment, on the sale
      of your home in the Netherlands, including payment of sales commissions
      and recording fees.

o     assistance in purchasing a home in the United States, including payment of
      costs associated with area search assistance; attorney's fees (not to
      exceed the customary fee for the area); recording fees; loan origination
      fees and/or loan discount points (up to 2% of the mortgage amount); a loan
      guarantee of up to $1.5 million for a loan from a United States commercial
      lending institution approved by the Company to purchase a residence in the
      United States. The loan guarantee will be contingent upon use of the
      residence as security for the loan and upon the execution of an agreement
      that you will personally indemnify the Company for any losses it should
      incur due to the guarantee.

o     all reasonable expenses associated with the actual move to the United
      States, including the costs of interim lodging in the United States
      following the move (for a maximum of four weeks).

o     reimbursement for major appliance purchases when not provided with the
      residence, including refrigerator, stove/oven, washer, dryer, dishwasher,
      microwave oven, increased to reflect any applicable taxes.

Other Benefits

      Automobile. A chauffeur-driven car will be made available to you for
business purposes. You will be provided a monthly car allowance of $1,400 to
purchase or lease a car for your personal use, including commuting use (see
Attachment A).

      Home office equipment. The Company will provide you with a personal
computer and a fax machine for business use in your home.

      Business and entertainment expenses. Subject to the Company's standard
policies and procedures with respect to expense reimbursement as applied to its
Officers generally, the Company will reimburse you for, or pay on your behalf,
reasonable and appropriate expenses incurred by you for business-related
purposes, including costs of entertainment and business development. In
addition, you shall be entitled to have your spouse accompany you on business
trips when the Company deems it necessary and appropriate in light of the
particular business purpose of the travel, and the Company shall reimburse you
for these expenses as well.

      Vacation/Holidays. Initially, you will be entitled to 25 days of vacation
per year (see Attachment A) plus 4 personal days and 3 floating holidays per
year. The Company 

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reserves the right to amend its vacation policy in the future, in which case you
will be entitled to the same vacation, personal days and floating holidays as
the Chief Executive Officer and/or the President of the Company.

      Taxation: Anything in this Agreement to the contrary notwithstanding, in
the event that:

      (i) you reside in the United States for at least 183 days during a taxable
      year, provided, however, that this clause (i) shall not apply during the
      first taxable year in which you are employed by the Company;

      (ii) you take reasonable steps to minimize the taxes imposed on your
      compensation, including consultation with Company advisors; and

      (iii) it shall be determined that the payment or reimbursement to you of
      any amounts described in the foregoing paragraphs are taxable to you as
      compensation income and give rise to income or similar tax liability at a
      rate greater that the rate that would otherwise be payable based on the
      tax rate in effect in the United States at the time you receive such
      payments (the "Incremental Tax Cost"), then the Company shall pay an
      additional amount to you such that, after the imposition of all income or
      similar taxes in respect to your receipt of such additional amount, you
      shall retain an amount equal to the Incremental Tax Cost. The Incremental
      Tax Cost shall be determined on an annual basis as the difference between
      the taxes actually paid by you on all compensation from the Company under
      all income tax regimes to which you are subject, reduced by the United
      States federal and state income tax which would be due and payable for
      such year if such compensation were solely taxable under such federal and
      state taxation systems, based on the applicable tax rates for the tax year
      of determination.

                            TERMINATION OF EMPLOYMENT

      Termination of Employment by Company: Notwithstanding the other provisions
of this Agreement, the Company shall have the right to terminate your employment
under this Agreement at any time for any of the following reasons:

      (i)   upon your death;

      (ii)  upon your becoming incapacitated by accident,sickness or other
            circumstance which renders you mentally or physically incapable of
            performing the duties and services required of you hereunder for a
            period of at least 180 days during any 24-month period;

      (iii) for cause, following approval of such termination by a majority of
            the Board of Directors (the "Board"). You will be given notice that
            the Board is going to consider your termination for cause, together
            with the specific reasons for such termination, at least 14 days
            before Board action will be taken. Within 

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            that 14-day period, you have the right to appear with counsel before
            a duly constituted committee of the Board composed of the Chairman
            of the Compensation and Governance Committee and one or more
            non-employee director, selected by the Chairman, who are members of
            the Compensation and Governance Committee. For purposes of this
            Agreement, "cause" shall be defined as follows: (1) gross omission
            or gross dereliction of any statutory or common law duty of loyalty
            to the Company which, if correctable, remains uncorrected for 30
            days following written notice to you by the Company of such breach;
            or (2) your conviction (including a plea of guilty or nolo
            contendere) of a felony or any crime of theft, dishonesty or moral
            turpitude. "Cause" shall not include any act committed in the good
            faith performance of your duties, or actions for which you are
            indemnified under Article X of the Company's Restated Certificate of
            Incorporation; provided, however, that the exclusion of the above
            from "cause" in no way is intended to imply that such actions would
            not constitute a breach of the terms of this Agreement.

      (iv)  for a breach of any of the material terms of this Agreement, which,
            if correctable, remain uncorrected for 60 days following written
            notice to you by the Company of such breach;

      (v)   knowing, intentional and material violation of the Company's Code of
            Conduct, as described in the attached booklet, "Lucent Technologies
            Business Guideposts: A Personal Commitment"; or

      (vi)  for any other reason whatsoever, in the discretion of the Company.

      For purposes of clause (v) above, your signature on this Agreement acts as
an acknowledgment that you have received and read the attached booklet, "Lucent
Technologies Business Guideposts: A Personal Commitment" and are aware of the
requirements of the Company's Code of Conduct as described in the booklet.

      Termination of Employment by Employee: Notwithstanding the other
provisions of this Agreement, you shall have the right to terminate your
employment under this Agreement at any time for any of the following reasons:

      (i)   the assignment to you by the Board of Directors or other Officers or
            representatives of the Company of duties which represent a material
            decrease in responsibility and are materially inconsistent with the
            duties associated with the position described in this Agreement, as
            such duties are constituted as of the date the Company and you
            execute this Agreement, which, if correctable, remain uncorrected
            for 60 days following written notice to the Company by you of the
            breach;

      (ii)  a material change in the terms and conditions of your employment,
            including a reduction of your annual salary to an amount below
            $600,000, a material 

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            decrease in your compensation (other than the normal operation of
            the Company's incentive plans), a material reduction in your job
            title, a material negative change in the level of officer to whom
            you must report, a material change in geographic location (other
            than a change due to a change in the geographic location of the
            headquarters, which move includes the President and Chief Executive
            Officer, or any other geographic move which is reasonably required
            for business purposes as a part of the move of international
            operations), a material change in the nature or scope of your
            authority from those applicable to the position of Executive Vice
            President - President, International on the date you execute this
            Agreement, or a breach of any other material term of this Agreement,
            any of which, if correctable, remain uncorrected for 60 days
            following written notice to the Company by you of such breach;

      (iii) for any other reason whatsoever, in your sole discretion.

      Notice: If you or the Company desire to terminate your employment at any
time prior to expiration of the Employment Term, you or the Company shall do so
by giving written notice to the other party that you or it have elected to
terminate your employment hereunder and stating the effective date and reasons
for such termination. Neither the provision nor the receipt of any such notice
shall alter or amend any other provisions hereof or rights arising hereunder.

      Severance Benefit: In the event that your employment hereunder terminates
upon expiration of the Employment Term, then, except as otherwise specifically
provided herein or under the terms of the relevant plans, all compensation and
all benefits hereunder shall terminate contemporaneously with your termination
of employment and no further vesting service shall accrue with respect to any
such benefit, with the understanding that any incentive compensation, bonuses or
other compensation due with respect to your final year of employment shall be
due and payable following termination in accordance with the terms of the
relevant plans.

      If your employment is terminated prior to the tenth anniversary of your
date of hire with the Company by the Company for the reasons described in clause
(iii), clause (iv) or clause (v) of the subsection "Termination of Employment by
Company" or by you for the reason described in clause (iii) of the subsection
"Termination of Employment by Employee", then, upon such termination all
compensation and all benefits hereunder shall terminate contemporaneously with
the termination of such employment.

      Notwithstanding the foregoing, if your employment hereunder is terminated
prior to the tenth anniversary of your date of hire with the Company by the
Company for any reason other than the reasons described in clause (iii), clause
(iv) or clause (v) of the subsection "Termination of Employment by Company" or
by you for the reasons described in clause (i) or clause (ii) of the subsection
"Termination of Employment by Employee," then the Company shall pay you a
severance benefit, using your annual base salary in effect on the occurrence of
the termination and the target annual incentive award in effect on the date of
your termination or, if greater, 80% of your annual base salary, equal to the
following

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amounts:

      (i)   if your employment terminates prior to the third anniversary of your
            date of hire with the Company, an amount equal to the amount which
            you would have received as base salary and annual short-term
            incentive bonus if you had continued in employment after any such
            termination through the fifth anniversary of your date of hire with
            the Company.

      (ii)  if your employment terminates on or after the third anniversary of
            your date of hire with the Company, but prior to the tenth
            anniversary of such date, an amount equal to twice your base salary
            and annual short-term incentive bonus.

      (iii) if your employment terminates on or after the tenth anniversary of
            your date of hire with the Company, no amount shall be payable.

If severance benefits are payable due to an event described in the subsection
"Termination of Employment by Company," the Company shall pay you a lump sum
payment of the present value of severance benefits within 30 days after the last
day of your employment with the Company. If severance benefits are payable due
to an event described in the subsection "Termination of Employment by Employee,"
the Company shall pay you a cash payment equal to one-half of the present value
of the severance payments due within 30 days following your termination of
employment, with the balance payable upon the first anniversary of your
termination of employment. The present value of the cash payments shall be
determined using the interest rate in effect on January 1 of the year in which
you terminate employment for Treasury securities with maturities equivalent to
the number of whole years (with fractional years treated as a whole year) by
which payment of the severance payment precedes the time at which payment of the
corresponding salary and annual incentive award would have been made if you had
remained in employment with the Company.

      In the event your employment with the Company terminates due to death or
disability, or in the event your employment hereunder is terminated prior to the
tenth anniversary of your date of hire with the Company by the Company for any
reason other than for "cause", for the failure by you to timely correct a
material breach of the Agreement or for your knowing, intentional and material
violation of the Company's Code of Conduct (as described in clauses (iii), (iv)
and (v), respectively, of the subsection of this Agreement entitled "Termination
of Employment by Company"), the following vesting provisions will apply:

      --    All vested and unvested options from the one-time grant of Lucent
            Stock Options included in the Hiring Bonus which are unexercised as
            of the date of termination will vest upon your termination of
            employment and the exercisable term will continue until the earlier
            of 5 years from the termination date or the original expiration date
            of the options.

      --    All unvested Restricted Stock Units from the one-time grant of
            Lucent 

<PAGE>   13

June 12, 1997
Page 13


            Restricted Stock Units included in the Hiring Bonus which are
            unvested as of the date of termination will vest upon your
            termination of employment.

      --    All undistributed annual Performance Awards which were granted more
            than six months prior to the date of your termination of employment
            will continue (i.e., you will be entitled to the full award which
            would be payable for the level of performance goals achieved) until
            the end of the performance cycle, and payout will be made at that
            time without proration for your period of service. Undistributed
            Performance Awards which were granted within six months of the date
            of your termination of employment will be cancelled. Notwithstanding
            the foregoing, if your employment terminates due to death or
            disability, all undistributed annual Performance Award grants as of
            the date of death or the date of disability will continue until the
            end of the performance cycle and payout will be made at that time
            with no prorate.

      --    All unvested annual Stock Option grants will vest at termination,
            and the exercisable term of all vested and unvested annual Stock
            Option grants which are unexercised as of the date of termination
            will continue until the earlier of five years from the termination
            date or the original expiration date of the options.

      In the event your employment with the Company is terminated by you for one
of the reasons stipulated as a permissible reason for you to terminate your
employment in clauses (i) and (ii) of the "Termination of Employment by
Employee" subsection of this Agreement, the following vesting provisions will
apply:

      --    All unvested options from the one-time grant of Lucent Stock Options
            included in the Hiring Bonus will vest upon the first anniversary of
            your termination of employment and the exercisable term of all
            vested and unvested options from the one-time grant of Lucent Stock
            Options included in the Hiring Bonus which are unexercised as of the
            date of termination will continue until the earlier of 5 years from
            the termination date or the original expiration date of the options.

      --    All unvested Restricted Stock Units from the one-time grant of
            Lucent Restricted Stock Units included in the Hiring Bonus which are
            unvested as of the date of termination will vest upon the first
            anniversary of your termination of employment.

      --    All undistributed annual Performance Awards which were granted more
            than six months prior to the date of your termination of employment
            will continue (i.e., you will be entitled to the full award which
            would be payable for the level of performance goals achieved) until
            the end of the performance cycle, and payout will be made at that
            time without proration for your period of service. Undistributed
            Performance Awards which were granted within six months of the date
            of your termination of employment will be cancelled. Notwithstanding
            the foregoing, if your employment terminates due to death 

<PAGE>   14

June 12, 1997
Page 14


            or disability, all undistributed annual Performance Award grants as
            of the date of death or the date of disability will continue until
            the end of the performance cycle and pay out at that time with no
            prorate.

      --    All vested and unvested annual Stock Option grants which are
            unexercised as of the date of termination will vest at termination
            and the exercisable term will continue until the earlier of five
            years from the termination date or the original expiration date of
            the options.

      Such payment as described above in this Severance Benefits provision will
be conditioned upon you signing a release and agreement not to sue the Company,
in the form included as Attachment D. The Company may amend or otherwise modify
the release and agreement at any time to ensure it is enforceable within its
present scope, including amendments and modifications to reflect changes in
statutory provisions, related regulations or relevant case law, or other
amendments which the Company, in good faith, determines is necessary to the
proper administration of the release and agreement; provided, however, that no
amendment shall be made which would reduce or eliminate your rights and benefits
hereunder, including your severance benefits.

                                     GENERAL

      Confidentiality. It is agreed and understood that you will not talk about,
write about or otherwise disclose the terms of existence of this Agreement or
any fact concerning its negotiation or implementation. You may, however, discuss
the contents of this Agreement with your family, legal and/or financial
counselor.

      It is further agreed and understood that you will not, at any time during
your employment pursuant to this Agreement or thereafter, directly or indirectly
reveal to any person or entity, or make any use of, any of Company's trade
secrets, including but not limited to, past, present or future business or
strategic plans, new product development concepts, client or customer lists,
forms, records, practices or other business matters, or any other proprietary or
confidential information of the Company or any subsidiary or affiliate of the
Company, obtained during the course of your employment, except as required in
the course of such employment or with the written permission of the Company or,
as applicable, any subsidiary or affiliate of the Company.

      You agree that at the time of the termination of your employment with the
Company, whether at the insistence of you or the Company, and regardless of the
reasons therefore, you will deliver to the Company and not keep or deliver to
anyone else, any and all notes, files, memoranda, papers and, in general, any
and all physical matter containing information, including any and all documents
significant to the conduct of the business of the Company or any subsidiary or
affiliate of the Company, except for this Agreement and any documents which
relate to your benefits, rights, or obligations as an employee or any documents
for which the Company or any subsidiary or affiliate of the Company has given
written consent to removal at the time of the termination of the Employee's
employment.

<PAGE>   15

June 12, 1997
Page 15


      Your material, knowing and intentional violation of any of the provisions
of this Confidentiality section may result, at the discretion of the Company, in
the cancellation of all rights and entitlements hereunder, except as such rights
may otherwise be protected under the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and shall give the Company any other rights it may
have under applicable law to restrict the use of any information and/or
documents and/or for the return of any such information and/or documents.

      Agreement Not to Compete: By signing this Agreement, you agree that you
will abide by all non-competition guidelines indicated in the attached Lucent
Non-Competition Guideline (Attachment C) with respect to the companies listed
below and any companies affiliated with such companies. A number of Lucent
incentives and benefit plans are subject to the Guidelines. The non-competition
guidelines will extend to the following companies and any companies affiliated
with such companies for a one-year period following your termination of
employment for any reason:

      o     Nokia Corporation
      o     Telefonaktiebolaget LM Ericsson
      o     Nortel (Northern Telecom)
      o     Motorola, Incorporated
      o     Octel Communications Corporation
      o     NEC Corporation
      o     Siemens AG
      o     Microsoft Corporation
      o     Intel Corporation
      o     Alcatel Alsthom Compagnie Generale d'Electricite
      o     Cisco Systems Incorporated

For purposes of this Agreement, a company shall be deemed to be affiliated with
one of the above companies if it controls, is controlled by, or is under common
control with one of the above companies. For this purpose, "control" shall mean
ownership, either direct or indirect, of at least a 20% interest in voting power
or value of such other company.

      You represent and acknowledge that a breach of the noncompetition
provision would cause the Company serious and irreparable injury and cost.

      In the event you breach the terms of the noncompetition provision, the
Company shall be entitled, if it shall so elect, to institute judicial
proceedings to obtain damages for any such breach, to enforce the specific
performance of the noncompetition provision, and/or to enjoin any future
violation of the noncompetition provision and to exercise such remedies
cumulatively or in conjunction with all other rights and remedies provided by
law. You acknowledge, however, that under all circumstances the Company shall be
entitled to injunctive relief in the event of any breach of the noncompetition
provision.

      For purposes of this section, you consent to jurisdiction over your person
in the courts of the state of New Jersey, agree that disputes over this section
shall be brought in 

<PAGE>   16

June 12, 1997
Page 16


the courts of the state of New Jersey, without any implication as to the right
to remove or transfer any judicial action filed under this section, and agree
that service of process shall be sufficient if served upon you personally or if
served upon you by mail at the most recent address provided to the Company.

      Dispute Resolution. At your option or the option of the Company, any
dispute, controversy, or question arising under, out of or relating to this
Agreement or the breach thereof, shall be referred for decision by arbitration
in the State of New Jersey by a neutral arbitrator selected by the parties
hereto. The proceeding shall be governed by the Rules of the American
Arbitration Association then in effect or such rules last in effect (in the
event such Association is no longer in existence). If the parties are unable to
agree upon such a neutral arbitrator within thirty (30) days after each party
has given the other written notice of the desire to submit the dispute,
controversy or question for decision as aforesaid, then either party may apply
to the American Arbitration Association for the appointment of a neutral
arbitrator, or, if such Association is not then in existence or does not desire
to act in the matter, either party may apply to the Presiding Judge of the
Superior Court of any county in New Jersey for the appointment of a neutral
arbitrator to hear the parties and settle the dispute, controversy or question,
and such Judge is hereby authorized to make such appointment. In the event that
either party exercises the right to submit a dispute arising hereunder to
arbitration, the decision of the neutral arbitrator shall be final, conclusive
and binding on all interested persons and no action at law or in equity shall be
instituted or, if instituted, further prosecuted by either party other than to
enforce the award of the neutral arbitrator.

      In the event that you are successful in pursuing any claim or dispute
arising out of this Agreement, the Company shall pay all of your attorneys' fees
and costs, including the compensation and expenses of any Arbitrator, costs
directly related to the arbitration proceeding, and any attorneys' fees and
costs incurred in enforcement of the Arbitrator's decision, unless (1) the
Arbitrator, or any court in which litigation is filed, finds the Company to be
without liability on all material issues raised or (2) the dispute or lawsuit is
frivolous in nature. In any other case, you and the Company shall each bear all
their own costs and attorney fees, except that the Company shall pay the costs
of any Arbitrator appointed hereunder and one-half (1/2) of your attorney's fees
and costs in the arbitration of any dispute which is not frivolous in nature.

      Governing Law: This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey, without reference to any
applicable conflict of law provisions.

      Severability: If a court of competent jurisdiction determines that any
provision of this Agreement in invalid or unenforceable, then the invalidity of
unenforceability of that provision shall not affect the validity or
enforceability of any other provision of this Agreement, and all other
provisions shall remain in full force and effect.

      Assignment: Except as otherwise provided herein, this Agreement, and the
rights and obligations of the parties hereunder, are personal and neither this
Agreement, nor any right, benefit or obligation of either party hereto, shall be
subject to voluntary or 

<PAGE>   17

June 12, 1997
Page 17


involuntary assignment, alienation or transfer, whether by operation of law or
otherwise, without the prior written consent of the other party. Notwithstanding
the foregoing, if you are assigned to or become employed by any subsidiary or
affiliate of the Company during the term of this Agreement, such subsidiary or
affiliate shall be considered to have been assigned all rights of the Company
and accepted all obligations of the Company hereunder, with the Company
remaining jointly and severally liable for all such obligations.

      This letter reflects the entire agreement regarding the terms and
conditions of your employment. Accordingly, it supersedes and completely
replaces any prior oral or written communication on this subject. No amendments
or modifications to this Agreement may be made except in writing signed by you
and by an authorized representative of the Company.

      Ben, I feel the package we have developed for you is attractive and
anticipates that you will make a critical contribution to the business as it
develops over the coming years. We look forward to having you join us. If you
have any questions, please don't hesitate to call me.

      If you agree with the foregoing, and affirm that there are no agreements
or other impediments that would prevent you from providing exclusive service to
the Company, please sign this letter by __________ in the space provided below
and return the original executed copy to me.

                                      Sincerely,


                                      Richard McGinn


-------------------------------                      ----------------
Acknowledged and Agreed                              Date
to Attachments