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                                                                           DRAFT
                                                                    EXHIBIT 10.7




              AVAYA INC. 2000 LONG TERM INCENTIVE PROGRAM ("PLAN")
                      RESTRICTED STOCK UNIT AWARD AGREEMENT


<TABLE>
<CAPTION>
            NAME                     SOCIAL SECURITY NO.            GRANT DATE
<S>                                  <C>                          <C>
<<FIRST_NAME>> <<LAST_NAME>>               <<SSN>>                <<GRANT_DATE>>
</TABLE>

Capitalized terms not otherwise defined herein shall have the same meanings as
in the Plan.



You have been granted as of the Grant Date set forth above, <<GRANT>> restricted
stock units ("Restricted Stock Units"). Upon termination of the restrictions
related thereto each Restricted Stock Unit will be converted into one common
share par value $.01 of Avaya ("Shares").

1. VESTING OF AWARD. The Restricted Stock Units shall vest and become
nonforfeitable on the following schedule; <<M_1st_vesting>> on
<<M_1st_Vest_Date>> AND <<M_2nd_Vesting>> on <<M_2nd_Vest_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 an Affiliate, any Restricted Stock Units that are not vested shall be
forfeited. Transfer to or from Avaya and any Affiliate 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 a military leave or other approved leave of absence, unless the
Committee shall otherwise determine.

     (a) DEATH - If you die during the Restriction Period, 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.

     (b) DISABILITY - Upon termination of your employment prior to the Vesting
Date as a result of your Disability (as defined below) this award will become
nonforfeitable, the Restriction Period will end and the award will be paid at
time of termination as specified in Section 3. "Disability" means termination of
employment under circumstances entitling you to one of the follow:

          (i)   Disability Pension under Avaya's Retirement Income Plan;

          (ii)  Disability Benefit under the Long Term Disability Plan for
                Management Employees of Avaya;

          (iii) Similar disability benefits under any plan of Avaya that is a
                successor to or offered in substitution for one or more of the
                foregoing plans; or

          (iv)  Disability benefits of a type similar to those described in (i)
                through (iii) under any plan of an Affiliate that adopts
                reasonable standards and criteria for benefit entitlement.

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. 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 Affiliate.

6. TAXES. Avaya shall deduct or cause to be deducted from, or collect or cause
to be collected with respect to, any distribution hereunder any federal, state,
or local taxes required by law to be withheld or paid with respect to such
distribution, 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.
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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 Affiliate
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.




Please indicate your acceptance of terms 1-8, and acknowledge that you have
received a copy of the Plan, as currently in effect, by signing at the place
provided and returning the original of this Agreement.


ACCEPTED AND AGREED:                      AVAYA INC.
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SIGNATURE                               BY


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                                        SENIOR VICE PRESIDENT