**Exhibit 10.1**

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**Summary of the Avaya Inc. Non-Employee DirectorCompensation Program**

**(as ofFebruary 2007)**

Below is a summary of the amounts payable tonon-employee Directors of Avaya Inc. (the “Company”) in connection with theirservice on the Company’s Board of Directors (the “Board”).

**Annual Retainers**

Annual retainers are payable as of March 1 ofeach fiscal year as follows:

·                  Allnon-employee Directors receive an annual cash retainer of $70,000.

·                  Allnon-employee Directors receive an annual equity retainer valued at $120,000.

·                  Anon-employee Director who serves on a Board committee receives the followingadditional annual retainers:

| Board Committee    | ** ** | **Committee Member** | ** ** | **Committee Chairperson  (Retainer is Incremental to  Committee Member Retainer)** | ** ** |
|-------------------------|------------|---------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|
| Audit                   |       | $                         | 10,000     |                                                                                                             | $          | 20,000 |   |
| Compensation            |       | $                         | 5,000      |                                                                                                             | $          | 10,000 |   |
| Finance                 |       | $                         | 2,500      |                                                                                                             | $          | 5,000 |   |
| Governance              |       | $                         | 5,000      |                                                                                                             | $          | 10,000 |   |
| Strategy and Operations |       | $                         | 10,000     |                                                                                                             | $          | 20,000 |   |

·                  Thenon-executive Chairman of the Board receives an additional annual retainer of$50,000 for service in that role that is incremental to any retainers receivedfor serving as a member or chairperson of a Board committee.

Directors do not receive separate meeting fees.  Employee Directors do not receive anyseparate remuneration for service as Directors of the Company.

Non-employee Directors may elect to receive any orall of their annual retainers otherwise payable in cash in the form of theCompany’s common stock. Non-employee Directors may elect to defer any or all oftheir annual retainers (whether payable in cash or in equity) in a deferredcash account or deferred share account, as applicable, under the terms of theAvaya Inc. Deferred Compensation Plan.

**Additional Benefits/Programs**

The Company does not provide a retirement plan fornon-employee Directors.

The Company provides non-employee Directors withtravel accident insurance when traveling in connection with Company-relatedbusiness.

Directors have an opportunity to participate in theAvaya Product Program for Directors, in which certain Avaya products(specifically, an Avaya IP Office system for one location with up to 20telephones) and associated maintenance services are provided at no charge;however, the equipment and the related maintenance is taxable as income to anyDirector that chooses to participate, and the Company provides a gross-up forthe resulting taxes.

Directors are eligible to participate in the AvayaMatching Gift Program.  Under theprogram, charitable donations made by an employee or a Director may be matcheddollar for dollar by the Company, subject to a limit of $5,000 per year peremployee or Director.

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