**Exhibit 10.1**

**SEVERANCEAGREEMENT**

THIS AGREEMENT is enteredinto as of the         day of                 ,       (the “Effective Date”) by and between Avaya Inc., a Delaware corporation, and                ,(the “Executive”).

**W IT N E S S E T H**

WHEREAS, the Executivecurrently serves as a key employee of the Company (as defined in Section 1) andthe Executive’s services and knowledge are valuable to the Company inconnection with the management of one or more of the Company’s principaloperating facilities, divisions, departments or subsidiaries; and

WHEREAS, the Board (asdefined in Section 1) has determined that it is in the best interests of theCompany and its stockholders to secure the Executive’s continued services andto ensure the Executive’s continued dedication and objectivity in the event ofany threat or occurrence of, or negotiation or other action that could lead to,or create the possibility of, a Change in Control (as defined inSection 1) of the Company, without concern as to whether the Executivemight be hindered or distracted by personal uncertainties and risks created byany such possible Change in Control, and to encourage the Executive’s fullattention and dedication to the Company, the Board has authorized the Companyto enter into this Agreement.

NOW, THEREFORE, for andin consideration of the premises and the mutual covenants and agreements hereincontained, the Company and the Executive hereby agree as follows:

# 1.             Definitions.  As used in this Agreement, the followingterms shall have the respective meanings set forth below:

## (a)           “Board” means the Board of Directors of theCompany.

## (b)           “Cause” means:

### (1)           amaterial breach by the Executive of those duties and responsibilities of theExecutive which do not differ in any material respect from the duties andresponsibilities of the Executive during the 90-day period immediately prior toa Change in Control (other than as a result of incapacity due to physical ormental illness) which is demonstrably willful and deliberate on the Executive’spart, which is committed in bad faith or without reasonable belief that suchbreach is in the best interests of the Company and which is not remedied in areasonable period of time after receipt of written notice from the Companyspecifying such breach;

### (2)           thecommission by the Executive of a felony involving moral turpitude;

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### (3)           thecommission by the Executive of theft, fraud, breach of trust or any act ofdishonesty involving the Company or its subsidiaries; or

### (4)           thesignificant violation by the Executive of the Company’s code of conduct or anystatutory or common law duty of loyalty to the Company or its subsidiaries.

## (c)           “Change in Control” means:

### (1)           anacquisition by any individual, entity or group (within the meaning of Section13 (d)(3) or 14 (d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), (an “Entity”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 50% or more of either (A) the thenoutstanding shares of common stock of the Company (the “Outstanding CompanyCommon Stock”) or (B) the combined voting power of the then outstanding votingsecurities of the Company entitled to vote generally in the election ofdirectors (the “Outstanding Company Voting Securities”); excluding, however,the following: (1) any acquisition directly from the Company, other than anacquisition by virtue of the exercise of a conversion privilege unless thesecurity so being converted was itself acquired directly from the Company, (2)any acquisition by the Company, (3) any acquisition by any employee benefitplan (or related trust) sponsored or maintained by the Company or anycorporation controlled by the Company, or (4) any acquisition by anycorporation pursuant to a transaction which complies with clauses (A), (B) and(C) of subsection (3) of this Section 1(c); or

### (2)           achange in the composition of the Board such that the individuals who, as of theEffective Date, constitute the Board (such Board shall be hereinafter referredto as the “Incumbent Board”) cease for any reason to constitute at least amajority of the Board; provided, however, that for purposes ofthis definition, that any individual who becomes a member of the Boardsubsequent to the Effective Date, whose election, or nomination for election bythe Company’s stockholders, was approved by a vote of at least a majority ofthose individuals who are members of the Board and who were also members of theIncumbent Board (or deemed to be such pursuant to this proviso) shall beconsidered as though such individual were a member of the Incumbent Board; and provided,furtherhowever, that any such individual whose initialassumption of office occurs as a result of or in connection with either anactual or threatened solicitation by an Entity other than the Board for thepurpose of opposing a solicitation by any other Entity with respect to theelection or removal of directors or other actual or threatened solicitation ofproxies or consents by or on behalf of an Entity other than the Board shall notbe so considered as a member of the Incumbent Board; or

### (3)           theapproval by the stockholders of the Company of a merger, reorganization orconsolidation or sale or other disposition of all or substantially all of theassets of the Company (each, a “Corporate Transaction”) or, if consummation ofsuch Corporate Transaction is subject, at the time of such approval bystockholders, to the consent of any government or governmental agency, theobtaining of such consent (either explicitly or implicitly by consummation);excluding however, such a Corporate 

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### Transactionpursuant to which (A) all or substantially all of the individuals and entitieswho are beneficial owners, respectively, of the Outstanding Company Stock andOutstanding Company Voting Securities immediately prior to such CorporateTransaction will beneficially own, directly or indirectly, more than 60% of,respectively, the outstanding shares of common stock, and the combined votingpower of the then outstanding voting securities entitled to vote generally inthe election of directors, as the case may be, of the corporation resultingfrom such Corporate Transaction (including, without limitation, a corporationor other individual, partnership, association, joint-stock company, trust,unincorporated organization, limited liability company, other entity orgovernment or political subdivision which as a result of such transaction ownsthe Company or all or substantially all of the Company’s assets either directlyor through one or more subsidiaries (a “Parent Company”)) in substantially thesame proportions as their ownership, immediately prior to such CorporateTransaction, of the Outstanding Company Common Stock and Outstanding CompanyVoting Securities, as the case may be, (B) no Entity (other than the Company,any employee benefit plan (or related trust) of the Company, such corporationresulting from such Corporate Transaction or, if reference was made to equityownership of any Parent Company for purposes of determining whether clause (A) aboveis satisfied in connection with the applicable Corporate Transaction, suchParent Company) will beneficially own, directly or indirectly, 50% or more of,respectively, the outstanding shares of common stock of the corporationresulting from such Corporate Transaction or the combined voting power of theoutstanding voting securities of such corporation entitled to vote generally inthe election of the directors unless such ownership resulted solely fromownership of securities of the Company prior to the Corporate Transaction, and(C) individuals who were members of the Incumbent Board will immediately afterthe consummation of the Corporate Transaction constitute at least a majority ofthe members of the board of directors of the corporation resulting from suchCorporate Transaction (or, if reference was made to equity ownership of anyParent Company for purposes of determining whether clause (A) above issatisfied in connection with the applicable Corporate Transaction, of theParent Company); or

### (4)           theapproval by the stockholders of the Company of a complete liquidation ordissolution of the Company.

## (d)           “Company” means Avaya Inc., a Delawarecorporation.

## (e)           “Date of Termination” means:

### (1)           theeffective date on which the Executive’s employment by the Company terminates asspecified in a prior written notice by the Company or the Executive, as thecase may be, to the other, delivered pursuant to Section 11 or

### (2)           ifthe Executive’s employment by the Company terminates by reason of death, thedate of death of the Executive.

## (f)            “Entity” has the meaning set forth inSection 1(c)(1).

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## (g)           “Good Reason” means, without the Executive’sexpress written consent, the occurrence of any of the following events after aChange in Control:

### (1)           anyof (i) the assignment to the Executive of additional duties inconsistent in anymaterial respect with, or materially greater in scope than the Executive’sduties or responsibilities with the Company immediately prior to such Change inControl without an appropriate increase in targeted compensation, (ii) anymaterial reduction in the Executive’s duties or responsibilities with theCompany immediately prior to such Change in Control; (iii) a change in theExecutive’s titles or offices with the Company as in effect immediately priorto such Change in Control which is adverse to the Executive or (iv) any removalor involuntary termination of the Executive from the Company otherwise than asexpressly permitted by this Agreement;

### (2)           areduction by the Company in the Executive’s rate of annual base salary orTarget Percentage as in effect immediately prior to such Change in Control (orif a different short-term incentive compensation opportunity is then in effect,a reduction in the amount of such different short-term incentive compensationopportunity below the short-term incentive compensation opportunity which hadbeen afforded by the Target Percentage as in effect immediately prior to suchChange in Control) or as the same may be increased from time to timethereafter;

### (3)           anyrequirement of the Company that the Executive be based more than 30 miles fromthe facility where the Executive is located at the time of the Change inControl;

### (4)           thefailure of the Company to continue in effect any incentive compensation plan orsupplemental retirement plan, including the Supplemental Pension Plan, in whichthe Executive is participating immediately prior to such Change in Control,unless the Executive is permitted to participate in other plans providing theExecutive with substantially comparable compensation opportunity and benefits,or the taking of any action by the Company which would adversely affect theExecutive’s participation in or materially reduce the Executive’s compensationopportunity and benefits under any such plan; or

### (5)           thefailure of the Company to obtain the assumption agreement from any successor ascontemplated in Section 10(b).

For purposes of this Agreement, any good faithdetermination of Good Reason made by the Executive shall be conclusive; provided,however, that an isolated, insubstantial and inadvertent action taken ingood faith and which is remedied by the Company promptly after receipt ofwritten notice thereof given by the Executive shall not constitute Good Reason.

## (h)           “Nonqualifying Termination” means a terminationof the Executive’s employment:

### (1)           bythe Company for Cause,

### (2)           bythe Executive for any reason other than Good Reason,

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### (3)           bythe Executive for Good Reason more than six (6) months after the eventconstituting Good Reason,

### (4)           asa result of the Executive’s death or

### (5)           bythe Company under circumstances where the Executive qualifies for benefitsunder a long-term disability pay plan.

## (i)            “Potential Change in Control,” for purposesof this Plan, shall mean the happening of any of the following events:

### (1)           thecommencement of a tender or exchange offer by any third person which, ifconsummated, would result in a Change in Control;

### (2)           theexecution of an agreement by the Company, the consummation of which wouldresult in the occurrence of a Change in Control;

### (3)           thepublic announcement by any person (including the Company) of an intention totake or to consider taking actions which if consummated would constitute aChange in Control other than through a contested election for directors of theCompany; or

### (4)           theadoption by the Board, as a result of other circumstances, including, withoutlimitation, circumstances similar or related to the foregoing, of a resolutionto the effect that a Potential Change in Control has occurred.

A Potential Change in Control shall be deemed to bepending until the earliest of (i) the first anniversary thereof, (ii) theoccurrence of a Change in Control and (iii) the occurrence of a subsequentPotential Change in Control.

## (j)            “Supplemental Pension Plan” means the AvayaInc. Supplemental Pension Plan or any successor plan.

## (k)           “Target Percentage” means the annualizedpercentage applied to an Executive’s annual base salary in order to calculatethe target award for such Executive under the Company’s short-term incentivecompensation program, prior to the application of Company or individualperformance factors.

## (l)            “Termination Period” means the period oftime beginning with a Change in Control and ending on the earlier to occur of:

### (1)           twoyears following such Change in Control and

### (2)           theExecutive’s death.

# 2.             Obligations of theExecutive.  The Executive agrees thatin the event of a Potential Change in Control, he shall not voluntarily leavethe employ of the Company without Good Reason prior to the termination of suchPotential Change in Control as follows:

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## (a)           if the Potential Change in Controlterminates by reason other than the occurrence of a Change in Control, untilthe earlier of (1) the first anniversary of such Potential Change in Controland (2) the occurrence of a subsequent Potential Change in Control; and

## (b)           if the Potential Change in Controlterminates by reason of the occurrence of a Change in Control, until 90 daysfollowing such Change in Control.

For purposes of clause (a) of the preceding sentence, GoodReason shall be determined as if a Change in Control had occurred when suchPotential Change in Control became known to the Board.

# 3.             Payments UponTermination of Employment.

## (a)           If during the Termination Period theemployment of the Executive shall terminate, other than by reason of aNonqualifying Termination, then the Company shall pay to the Executive, within30 days following the Date of Termination, as compensation for servicesrendered to the Company:

### (1)           acash amount equal to the sum of (i) the Executive’s full annual base salaryfrom the Company and its affiliated companies through the Date of Terminationand any short-term incentive compensation earned by the Executive for anyperformance period ending prior to the Date of Termination, in each case to theextent not theretofore paid, (ii) an amount equal to the Executive’s annualbase salary multiplied by the Executive’s Target Percentage applicableimmediately prior to the Date of Termination (or, if greater, immediately priorto the Change in Control), multiplied by a fraction, the numerator of which isthe number of days elapsed in the applicable twelve-month performance period inwhich the Date of Termination occurs through the Date of Termination and thedenominator of which is 360 (or if a different short-term incentivecompensation opportunity is then in effect, an amount equal to the targetshort-term incentive compensation afforded by such different short-termincentive compensation opportunity for the applicable performance period in whichthe Date of Termination occurs (but not less than the amount that would havebeen afforded by the Target Percentage as in effect immediately prior to suchChange in Control), multiplied by a fraction, the numerator of which is thenumber of days elapsed in the applicable performance period in which the Dateof Termination occurs through the Date of Termination and the denominator ofwhich is the total number of days in such applicable performance period) and(iii) any compensation previously deferred by the Executive (together with anyinterest and earnings thereon) and any accrued vacation pay, in each case tothe extent not theretofore paid; plus

### (2)           alump-sum cash amount (subject to any applicable payroll or other taxes requiredto be withheld pursuant to Section 5) in an amount equal to (i)         ****times the Executive’s highest annual basesalary from the Company and its affiliated companies in effect during the12-month period prior to the Date of Termination, plus (ii) an amount equal tothe product of         ****times such annual base salary multipliedby the Executive’s Target Percentage as applicable immediately prior to theDate of Termination (or, if greater, immediately prior to the Change inControl) (or if a different short-term incentive

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### compensationopportunity is then in effect, an amount equal to the product of         times the annual target short-term incentive compensation afforded by suchdifferent short-term incentive compensation opportunity, but not less than         times the amount that wouldhave been afforded by the Target Percentage as in effect immediately prior tosuch Change in Control);  provided,however, that any amount paid pursuant to this Section 3(a)(2) shall bepaid in lieu of any other amount of severance relating to salary, short-termincentive compensation or other bonus continuation to be received by theExecutive upon termination of employment of the Executive under any severanceplan, policy or arrangement of the Company. Notwithstanding the foregoing, if the Company is obligated by law orcontract to pay severance pay, notice pay or other similar benefits, or if theCompany is obligated by law or by contract to provide advance notice ofseparation (“Notice Period”), then the payments made pursuant to this Section3(a)(2) shall be reduced by the amount of any such severance, notice pay orother similar benefits, as applicable, and by the amount of any severance pay,notice pay or other similar benefits received during any Notice Period.

## (b)           In addition to the payments to be madepursuant to Section 3(a), the Company shall pay to the Executive at the timethe payments pursuant to Section 3(a) shall be made, a lump-sum cash amountequal to the actuarial equivalent of the excess of (i) the Executive’s accruedannuity benefits as of December 31, 2003 under any qualified defined benefitpension plan and any nonqualified supplemental defined benefit pension plan ofthe Company in which the Executive is a participant, calculated by increasingthe Executive’s age and service credit under such plans as of the Date ofTermination by          year(s) over(ii) the Executive’s accrued annuity benefits under such plans as of December31, 2003.  Such excess payment will bediscounted back to the Executive’s age as of the Termination Date.  Such lump sum cash amount shall be computedusing the same actuarial methods and assumptions then in use for purposes ofcomputing benefits under such plans, provided that the interest rate used inmaking such computation shall not be greater than the interest rate permittedunder Section 417(e) of the Internal Revenue Code of 1986, as amended (the “Code”),on the Date of Termination.

## (c)           Furthermore, in addition to the payments tobe made pursuant to Section 3(a) and 3(b), the Company shall pay to theExecutive a lump-sum cash amount equal to (i)         times the Savings Plan Amount plus (ii)         times the Savings Restoration Plan Amount. The “Savings Plan Amount” and the “Savings Restoration Plan Amount” arethe amounts that would have been credited to the Executive’s accounts asautomatic company allocations and matching allocations under the Avaya Inc.Savings Plan for Salaried Employees (the “Savings Plan”) and the Avaya Inc.Savings Restoration Plan (the “Restoration Plan”), respectively, had theExecutive remained employed by the Company for the twelve-month periodfollowing the Termination Date (the “Period”). In determining the Savings Plan Amount and the Savings Restoration PlanAmount, the following shall be assumed: (i) the Executive’s aggregate contributions to each of the Savings Planand the Restoration Plan for the Period would have been identical to theaggregate eligible contributions made by the Executive to the Savings Plan andRestoration Plan, respectively, for the twelve-month period prior to theTermination Date (or, if contributions were made for a shorter period, thenidentical to the contributions made by

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## the Executive for such shorter period), and (ii) the Executive’s annualbase salary for the Period would have remained the same as on the TerminationDate.

## (d)           For a period of         ****years commencing on the Date ofTermination, the Company shall continue to keep in full force and effect allpolicies of medical and life insurance with respect to the Executive and hisdependents with the same level of coverage, upon the same terms and otherwiseto the same extent as such policies shall have been in effect immediately priorto the Date of Termination or as provided generally with respect to other peerexecutives of the Company and its affiliated companies, and the Company and theExecutive shall share the costs of the continuation of such insurance coveragein the same proportion as such costs were shared immediately prior to the Dateof Termination; provided, however, that the medical and lifeinsurance coverage provided pursuant to this Section 3(d) shall be in lieu ofany other medical and life insurance coverage to which the Executive isentitled under any plan, policy or arrangement of the Company or any law obligatingthe Company to provide such insurance coverage upon termination of employmentof the Executive.

## (e)           If during the Termination Period theemployment of the Executive shall terminate by reason of a NonqualifyingTermination, then the Company shall pay to the Executive,****within 30 days following the Date ofTermination, a cash amount equal to the sum of:

### (1)           theExecutive’s full annual base salary from the Company through the Date ofTermination, to the extent not theretofore paid, and

### (2)           anycompensation previously deferred by the Executive (together with any interestand earnings thereon) and any accrued vacation pay, in each case to the extentnot theretofore paid.

# 4.             Certain AdditionalPayments by the Company.  

## (a)           Anything in this Agreement to the contrarynotwithstanding, in the event it shall be determined that any payment ordistribution by the Company or its affiliated companies to or for the benefitof the Executive (whether paid or payable or distributed or distributablepursuant to the terms of this Agreement or otherwise, including, withoutlimitation, as a result of the acceleration of the vesting of stock options,restricted stock units or other equity awards, but determined without regard toany additional payments required under this Section 4) (a “Payment”) would besubject to the excise tax imposed by Section 4999 of the Code, or any interestor penalties are incurred by the Executive with respect to such excise tax(such excise tax, together with any such interest and penalties, are hereinaftercollectively referred to as the “Excise Tax”), then the Executive shall beentitled to receive an additional payment (a “Gross-Up Payment”) in an amountsuch that after payment by the Executive of all taxes (including any interestor penalties imposed with respect to such taxes), including, withoutlimitation, any income and employment taxes (and any interest and penaltiesimposed with respect thereto) and the Excise Tax imposed upon the Gross-UpPayment, the Executive retains an amount of the Gross-Up Payment equal to theExcise Tax imposed upon the Payments; provided, however, that theExecutive shall be entitled to receive a Gross-Up Payment only if the amount ofthe “parachute payment” (as defined in Section 280G(b)(2) of the Code)exceeds the sum of 

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## (A) $50,000 plus (B) 2.99 times the Executive’s “base amount”(as defined in Section 280G(b)(3) of the Code), and providedfurther,that if the Executive is not entitled to receive a Gross-Up Payment, theExecutive shall be entitled to receive only such amounts underSections 3(a)(2), 3(b) and 3(c) of this Agreement that would not includeany “excess parachute payment” (as defined in Section 280G(b)(1) of theCode).  The intent of the parties is thatthe Company shall be solely responsible for, and shall pay, any Excise Tax onany Payment and Gross-Up Payment and any income and employment taxes(including, without limitation, penalties and interest) imposed on any Gross-UpPayment, as well as bearing any loss of tax deduction caused by the Gross-UpPayment.

## (b)           Subject to the provisions of Section 4(c),all determinations required to be made under this Section 4, including whetherand when a Gross-Up Payment is required and the amount of such Gross-Up Paymentand the assumptions to be utilized in arriving at such determination, shall bemade by the Company’s public accounting firm (the “Accounting Firm”) whichshall provide detailed supporting calculations both to the Company and theExecutive within 15 business days of the receipt of notice from the Executivethat there has been a Payment, or such earlier time as is requested by theCompany.  All fees and expenses of theAccounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as determined pursuantto this Section 4, shall be paid by the Company to the Executive within five(5) days of the receipt of the Accounting Firm’s determination.  If the Accounting Firm determines that noExcise Tax is payable by the Executive, it shall furnish the Executive with awritten opinion that failure to report the Excise Tax on the Executive’sapplicable federal income tax return would not result in the imposition of anegligence or similar penalty.  TheAccounting Firm shall make all determinations under the tax standard of “substantialauthority” as such term is used in Section 6662 of the Code.  Any determination by the Accounting Firmshall be binding upon the Company and the Executive.  As a result of the uncertainty in theapplication of Section 4999 of the Code at the time of the initial determinationby the Accounting Firm hereunder, it is possible that Gross-Up Payments whichwill not have been made by the Company should have been made (“Underpayment”),consistent with the calculations required to be made hereunder.  In the event that the Company exhausts itsremedies pursuant to Section 4(c) and the Executive thereafter is required tomake a payment of any Excise Tax, the Accounting Firm shall determine theamount of the Underpayment that has occurred and any such Underpayment shall bepromptly paid by the Company to or for the benefit of the Executive.

## (c)           The Executive shall notify the Company inwriting of any claim by the Internal Revenue Service that, if successful, wouldrequire the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon aspracticable but no later than 10 business days after the Executive is informedin writing of such claim and shall apprise the Company of the nature of suchclaim and the date on which such claim is requested to be paid.  The Executive shall not pay such claim priorto the expiration of the 30-day period following the date on which theExecutive gives such notice to the Company (or such shorter period ending onthe date that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive inwriting prior to the expiration of such period that it desires to contest suchclaim, the Executive shall:

### (1)           givethe Company any information reasonably requested by the Company relating tosuch claim,

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### (2)           takesuch action in connection with contesting such claim as the Company shallreasonably request in writing from time to time, including, without limitation,accepting legal representation with respect to such claim by an attorneyreasonably selected by the Company,

### (3)           cooperatewith the Company in good faith in order effectively to contest such claim, and

### (4)           permitthe Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and paydirectly all costs and expenses (including additional interest and penalties)incurred in connection with such contest and shall indemnify and hold theExecutive harmless, on an after-tax basis, for any Excise Tax or income tax(including interest and penalties with respect thereto) imposed as a result ofsuch representation and payment of costs and expenses.  Without limitation on the foregoingprovisions of this Section 4(c), the Company shall control all proceedingstaken in connection with such contest and, at its sole option, may pursue orforgo any and all administrative appeals, proceedings, hearings and conferenceswith the taxing authority in respect of such claim and may, at its sole option,either direct the Executive to pay the tax claimed and sue for a refund orcontest the claim in any permissible manner, and the Executive agrees toprosecute such contest to a determination before any administrative tribunal,in a court of initial jurisdiction and in one or more appellate courts, as theCompany shall determine; providedfurther, that if the Companydirects the Executive to pay such claim and sue for a refund, the Company shalladvance the amount of such payment to the Executive on an interest-free basisand shall indemnify and hold the Executive harmless, on an after-tax basis,from any Excise Tax or income tax (including interest or penalties with respectthereto) imposed with respect to such advance or with respect to any imputedincome with respect to such advance; and providedfurther, thatany extension of the statute of limitations relating to payment of taxes forthe taxable year of the Executive with respect to which such contested amountis claimed to be due is limited solely to such contested amount.  Furthermore, the Company’s control of the contestshall be limited to issues with respect to which a Gross-Up Payment would bepayable hereunder and the Executive shall be entitled to settle or contest, asthe case may be, any other issue raised by the Internal Revenue Service or anyother taxing authority.

## (d)           If, after the receipt by the Executive of anamount advanced by the Company pursuant to Section 4(c), the Executive becomesentitled to receive, and receives, any refund with respect to such claim, theExecutive shall (subject to the Company’s complying with the requirements ofSection 4(c)) promptly pay to the Company the amount of such refund (togetherwith any interest paid or credited thereon after taxes applicablethereto).  If, after the receipt by theExecutive of an amount advanced by the Company pursuant to Section 4(c), adetermination is made that the Executive shall not be entitled to any refundwith respect to such claim and the Company does not notify the Executive inwriting of its intent to contest such denial of refund prior to the expirationof 30 days after such determination, then such advance shall be forgiven andshall not be required to be repaid and the amount of such advance shall offset,to the extent thereof, the amount of Gross-Up Payment required to be paid.

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# 5.             Withholding Taxes.  The Company may withhold from all paymentsdue to the Executive (or his beneficiary or estate) hereunder all taxes which,by applicable federal, state, local or other law, the Company is required towithhold therefrom.

# 6.             Reimbursement ofExpenses.  If any contest or disputeshall arise under this Agreement involving termination of the Executive’semployment with the Company or involving the failure or refusal of the Companyto perform fully in accordance with the terms hereof, the Company shallreimburse the Executive, on a current basis, for all reasonable legal fees andexpenses, if any, incurred by the Executive in connection with such contest ordispute, together with interest thereon at a rate equal to the prime rate, aspublished under “Money Rates” in The Wall Street Journal from time totime, but in no event higher than the maximum legal rate permissible underapplicable law, such interest to accrue from the date the Company receives theExecutive’s statement for such fees and expenses through the date of paymentthereof; provided, however, that in the event the resolution ofany such contest or dispute includes a finding denying, in total, the Executive’sclaims in such contest or dispute, the Executive shall be required to reimbursethe Company, over a period of 12 months from the date of such resolution, forall sums advanced to the Executive pursuant to this Section 6.

# 7.             Operative Event.  Notwithstanding any provision herein to thecontrary, no amounts shall be payable hereunder unless and until there is aChange in Control at a time when the Executive is employed by the Company.

# 8.             Termination ofAgreement.

## (a)           This Agreement shall be effective on theEffective Date and shall expire on the first anniversary of the Effective Date,provided that the term of this Agreement shall be extended automatically forone additional year as of each annual anniversary of the Effective Date,commencing with the first anniversary of the Effective Date (each such date a “RenewalDate”) unless this Agreement is terminated pursuant to Section 8(b) or, ifearlier, upon the earlier to occur of (i) termination of the Executive’semployment with the Company prior to a Change in Control and (ii) the Executive’sdeath.  Notwithstanding the foregoing,any expiration of this Agreement shall not retroactively impair or otherwiseadversely affect the rights of the Executive which have arisen prior to thedate of such expiration.

## (b)           The Company shall have the right, in itssole discretion, pursuant to action by the Board, to approve the amendment ortermination of this Agreement, which amendment or termination shall not becomeeffective until the Renewal Date coincident with or next following the date ofsuch action, or if later, the date fixed by the Board for such amendment ortermination; provided, that an amendment which is not adverse to the interestsof the Executive shall take effect immediately; and provided further, that inno event shall this Agreement be amended in a manner adverse to the interestsof the Executive or be terminated during any period that a Potential Change inControl is pending or in the event of a Change in Control.

# 9.             Scope of Agreement.  Nothing in this Agreement shall be deemed toentitle the Executive to continued employment with the Company or itssubsidiaries and, if the Executive’s employment with the Company shallterminate prior to a Change in Control, then the Executive shall have nofurther rights under this Agreement; provided, however, that any 

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# termination of theExecutive’s employment following a Change in Control shall be subject to all ofthe provisions of this Agreement.

# 10.           Successors; BindingAgreement.

## (a)           This Agreement shall not be terminated byany merger or consolidation of the Company whereby the Company is or is not thesurviving or resulting corporation or as a result of any transfer of all orsubstantially all of the assets of the Company. In the event of any such merger, consolidation or transfer of assets,the provisions of this Agreement shall be binding upon the surviving orresulting corporation or the person or entity to which such assets aretransferred.

## (b)           The Company agrees that concurrently withany merger, consolidation or transfer of assets referred to in Section 10(a),it will cause any successor or transferee unconditionally to assume, by writteninstrument delivered to the Executive (or the Executive’s beneficiary orestate), all of the obligations of the Company hereunder.  Failure of the Company to obtain suchassumption prior to the effectiveness of any such merger, consolidation ortransfer of assets shall be a breach of this Agreement and shall entitle theExecutive to compensation and other benefits from the Company in the sameamount and on the same terms as the Executive would be entitled hereunder ifthe Executive’s employment were terminated following a Change in Control otherthan by reason of a Nonqualifying Termination during the TerminationPeriod.  For purposes of implementing theforegoing, the date on which any such merger, consolidation or transfer becomeseffective shall be deemed the Date of Termination.

## (c)           This Agreement shall inure to the benefit ofand be enforceable by the Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.  If the Executive shall diewhile any amounts would be payable to the Executive hereunder had the Executivecontinued to live, all such amounts, unless otherwise provided herein, shall bepaid in accordance with the terms of this Agreement to such person or personsappointed in writing by the Executive to receive such amounts or, if no personis so appointed, to the Executive’s estate.

# 11.           Notices.

## (a)           For purposes of this Agreement, all noticesand other communications required or permitted hereunder shall be in writingand shall be deemed to have been duly given when delivered or five (5) daysafter deposit in the United States mail, certified and return receiptrequested, postage prepaid, addressed

### (1)           ifto the Executive, to the home address of the Executive on the most currentCompany records, and if to the Company, to Avaya Inc., attention VicePresident, Human Resources with a copy to the Secretary of the Board, or

### (2)           tosuch other address as either party may have furnished to the other in writingin accordance herewith, except that notices of change of address shall beeffective only upon receipt.

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## (b)           A written notice of the Executive’s Date ofTermination by the Company or the Executive, as the case may be, to the other,shall (i) indicate the specific termination provision in this Agreement reliedupon, (ii) to the extent applicable, set forth in reasonable detail the factsand circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated and (iii) specify the terminationdate (which date shall be not less than****fifteen(15) days after the giving of such notice). The failure by the Executive or the Company to set forth in such noticeany fact or circumstance which contributes to a showing of Good Reason or Causeshall not waive any right of the Executive or the Company hereunder or precludethe Executive or the Company from asserting such fact or circumstance inenforcing the Executive’s or the Company’s rights hereunder.

# 12.           Full Settlement;Resolution of Disputes. 

## (a)           The Company’s obligation to make anypayments provided for in this Agreement and otherwise to perform itsobligations hereunder shall not be affected by any set-off, counterclaim,recoupment, defense or other claim, right or action which the Company may haveagainst the Executive or others.  In noevent shall the Executive be obligated to seek other employment or take anyother action by way of mitigation of the amounts payable to the Executive underany of the provisions of this Agreement and such amounts shall not be reducedwhether or not the Executive obtains other employment.

## (b)           If there shall be any dispute between theCompany and the Executive in the event of any termination of the Executive’semployment, then, unless and until there is a final, nonappealable judgment bya court of competent jurisdiction declaring that such termination was forCause, that the determination by the Executive of the existence of Good Reasonwas not made in good faith, or that the Company is not otherwise obligated topay any amount or provide any benefit to the Executive and his dependents orother beneficiaries, as the case may be, under Sections 3(a), 3(b) and 3(c),the Company shall pay all amounts, and provide all benefits, to the Executiveand his dependents or other beneficiaries, as the case may be, that the Companywould be required to pay or provide pursuant to Sections 3(a), 3(b) and 3(c) asthough such termination were by the Company without Cause or by the Executivewith Good Reason; provided, however, that the Company shall notbe required to pay any disputed amounts pursuant to this Section 12(b) exceptupon receipt of an undertaking by or on behalf of the Executive to repay allsuch amounts to which the Executive is ultimately adjudged by such court not tobe entitled.

# 13.           Employment withSubsidiaries.  Employment with theCompany for purposes of this Agreement shall include employment with (i) any “subsidiarycorporation” of the Company, as defined in Section 424(f) of the Code, (ii) anentity in which the Company directly or indirectly owns 50% or more of thevoting interests or (iii) an entity in which the Company has a significantequity interest, as determined by the Board or by the Corporate Governance andCompensation Committee (or any successor committee) of the Board.

# 14.           Governing Law;Validity.  The interpretation,construction and performance of this Agreement shall be governed by andconstrued and enforced in accordance with the internal laws of the State ofDelaware without regard to the principle of conflicts of laws.  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the 

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# validity orenforceability of any other provisions of this Agreement, which other provisionsshall remain in full force and effect.

# 15.           Counterparts.  This Agreement may be executed in twocounterparts, each of which shall be deemed to be an original and both of whichtogether shall constitute one and the same instrument.

# 16.           Miscellaneous.  No provision of this Agreement may bemodified or waived unless such modification or waiver is agreed to in writingand signed by the Executive and by a duly authorized officer of the Company.  No waiver by either party hereto at any timeof any breach by the other party hereto of, or compliance with, any conditionor provision of this Agreement to be performed by such other party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time.  Failureby the Executive or the Company to insist upon strict compliance with anyprovision of this Agreement or to assert any right the Executive or the Companymay have hereunder, including, without limitation, the right of the Executiveto terminate employment for Good Reason, shall not be deemed to be a waiver ofsuch provision or right or any other provision or right of this Agreement.  Except as otherwise expressly set forth inthis Agreement, the rights of, and benefits payable to, the Executive, his estateor his beneficiaries pursuant to this Agreement are in addition to any rightsof, or benefits payable to, the Executive, his estate or his beneficiariesunder any other employee benefit plan or compensation program of the Company.  This Agreement supersedes all prioragreements between the Executive and the Company relating to the subject matterhereof.

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IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed by a duly authorized officerof the Company and the Executive has executed this Agreement as of the day andyear first above written.
|        | AVAYA INC. |
|--------|------------|
|   |       |
|   |       |
|   | By:        |   |   |
|   |       |
|   |       |
|   | EXECUTIVE  |
|   |       |
|   |       |   |

 

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Note: The Company hasentered into Severance Agreements with each of the Chief Executive Officer, theChief Financial Officer, and the other executive officers identified as NamedExecutive Officers in the Company’s Proxy Statement filed with the Securitiesand Exchange Commission.  Such SeveranceAgreements are substantially identical in all material respects, except thatthe multiple referred to throughout the agreement dated September 1, 2004 withMr. D’Ambrosio, the Company’s Chief Executive Officer, is three (3) times andthe multiple for each of the other executive officers is two (2) times.

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