avaya-ex101_2020331x10q






                                                                  EXHIBIT 10.1                                                                                                                                     Form of RSU Award Agreement                                                          2019 Equity Incentive Plan                                                                                                 RESTRICTED STOCK UNIT AWARD AGREEMENT                               PURSUANT TO THE             AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLAN                                   *     *     *   Participant:      [Participant Name]         “Grant Date”:           [Grant Date]         Grant Number:     [Client Grant ID]    Number of Restricted Stock Units (“RSUs”) Granted: [RSUs Granted]                                    *     *     *         This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as  of the Grant Date specified above, is entered into by and between Avaya Holdings Corp., a  corporation organized in the State of Delaware (the “Company”), and the Participant specified  above, pursuant to the Avaya Holdings Corp. 2019 Equity Incentive Plan, as in effect and as  amended from time to time (the “Plan”), which is administered by the Committee;          WHEREAS, the Committee has determined that it would be in the best interests of the  Company to grant the Participant an Other Stock-Based Award in the form of the RSUs provided  herein, each of which represents the right to receive one share of Common Stock upon vesting of  such RSU, subject to the terms and conditions contained herein and in the Plan.         NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter  set forth and for other good and valuable consideration, the parties hereto hereby mutually  covenant and agree as follows:         1.    Incorporation by Reference; Plan Document Receipt.  This Agreement is subject in  all respects to the terms, conditions and provisions of the Plan (including, without limitation, any  amendments thereto adopted at any time and from time to time unless such amendments are  expressly intended not to apply to the Award provided hereunder), all of which terms, conditions  and provisions are made a part of and incorporated into this Agreement as if they were each  expressly set forth herein.  Except as provided otherwise herein, any capitalized term not defined  in this Agreement shall have the same meaning as is ascribed thereto in the Plan.  The Participant  hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan  carefully and fully understands its content and agrees to be bound thereby and hereby.  In the event  of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the  Plan shall control.         2.    Grant of RSUs.  The Company hereby grants to the Participant, as of the Grant Date  specified above, the number of RSUs specified above, subject to adjustment as provided for in the 





 






 Plan, on the terms and conditions set forth in this Agreement, including, without limitation, in   Appendix I and II attached hereto, and otherwise provided for in the Plan.  Except as otherwise   provided by the Plan, the Participant agrees and understands that nothing contained in this  Agreement provides, or is intended to provide, the Participant with any protection against potential  future dilution of the Participant’s interest in the Company for any reason, and no adjustments  shall be made for dividends in cash or other property, distributions or other rights in respect of the  shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in  the Plan or this Agreement.  The RSUs shall be credited to a separate book-entry account  maintained for the Participant on the books of the Company.  The Participant’s interest in the book- entry account shall be that of a general, unsecured creditor of the Company.          3.    Vesting.                (a)   General.  Except as set forth in Section 3(b) or Section 3(c), as applicable,   the RSUs subject to this Award shall vest as follows, provided that the Participant has not incurred   a Termination of Employment prior to each such vesting date, and provided, further, that there   shall be no proportionate or partial vesting in the periods prior to each such vesting date.                           Vesting Dates                       Percentage of RSUs    On the date listed below which is closest to, and following, the one     year anniversary of the Grant Date:                            33.34%       •  February 15       •  May 15       •  August 15       •  November 15    Quarterly thereafter on each February 15, May 15, August 15 and 8.33%    November 15    Notwithstanding the foregoing, if the number of RSUs is not evenly divisible, then no fractional   RSUs shall vest and the smaller installments shall vest first, and upon vesting of the last installment  in accordance with the terms and conditions hereof, 100% of the RSUs subject to this Award shall  be fully vested.                (b)   Accelerated Vesting Upon a Qualifying Termination (Change in Control).   In the event the Participant incurs a Termination of Employment prior to the last vesting date   provided for in Section 3(a) as a result of the Participant’s Termination of Employment by the   Company or the Company Entity that is the Participant’s actual employing entity without Cause,   by the Participant for Good Reason, or due to the Participant’s death or Disability (any such   Termination of Employment, a “Qualifying Termination”), and such Qualifying Termination   occurs (i) only to the extent the Participant is also a participant in the Avaya Inc. Change in Control   Severance Plan, during a Potential Change in Control Period, as such term is defined in the Avaya  Inc. Change in Control Severance Plan or (ii) within the twenty-four (24) month period  immediately following a Change in Control, subject to the Participant’s (or the Participant’s  estate’s, if applicable) execution, delivery and non-revocation of a customary release of claims in  favor of the Company and its subsidiaries and affiliates within sixty (60) days of such Termination  of Employment and, except in the event of a Termination of Employment due to death, continued                                           2 





 






compliance with Appendix I to this Agreement, all outstanding and unvested RSUs shall fully vest  effective as of the date of such Termination of Employment.               (c)   Forfeiture. Except as otherwise expressly provided for in Section 3(b) or as  otherwise determined by the Committee or its designee, all outstanding and unvested RSUs shall  be immediately forfeited upon the Participant’s Termination of Employment for any reason.  For  the avoidance of doubt, in the event that the Participant fails to execute, deliver and not revoke the  release of claims provided for in Section 3(b), any RSUs that remain outstanding and unvested as  of the sixtieth (60th) day following the date on which the Qualifying Termination occurs shall be  forfeited and cancelled as of such sixtieth (60th) day without consideration therefor.  Additionally,  in the event of the Participant’s Termination of Employment by the Company or the Company  Entity that is the Participant’s actual employing entity for Cause, all of the Participant’s  outstanding RSUs, whether or not vested, shall be forfeited and cancelled without consideration  therefor effective as of the date of such Termination of Employment.         4.    Delivery of Shares.  Except as otherwise expressly provided for in Section 23,  promptly following the vesting of the RSUs (but in no event more than sixty (60) days thereafter)  (or, in the event of a Qualifying Termination pursuant to Section 3(b) above, on the sixtieth (60th)  day following the date on which the Participant’s Termination of Employment occurs, provided  the conditions set forth in Section 3(b) above have been met), the Participant shall receive the  number of shares of Common Stock (or any consideration paid in respect of such Common Stock  in connection with a Change in Control) that correspond to the number of RSUs that have become  vested on the applicable vesting date, less any shares of Common Stock withheld by the Company  pursuant to Section 13.6 of the Plan, and such vested RSUs shall be cancelled upon receipt of the  shares of Common Stock (or any consideration paid in respect of such Common Stock in  connection with a Change in Control).         5.    Non-Transferability.  No portion of the RSUs may be sold, assigned, transferred,  encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of  forfeiture of the RSUs as provided herein.         6.    Governing Law.  All questions concerning the construction, validity and  interpretation of this Agreement, including but not limited to Appendix I and II hereto, shall be  governed by, and construed in accordance with, the laws of the State of Delaware, without regard  to the choice of law principles thereof.  Any suit, action or proceeding with respect to this  Agreement shall be governed by Section 13.11 of the Plan.         7.    Legend.  The Company may at any time place legends referencing any applicable  federal, state or foreign securities law restrictions on all certificates, if any, representing shares of  Common Stock issued pursuant to this Agreement.  The Participant shall, at the request of the  Company, promptly present to the Company any and all certificates, if any, representing shares of  Common Stock acquired pursuant to this Agreement in the possession of the Participant in order  to carry out the provisions of this Section 7.         8.    Securities Representations. This Agreement is being entered into by the Company  in reliance upon the following express representations and warranties of the Participant. The  Participant hereby acknowledges, represents and warrants that:                                          3 





 






            (a)   The Participant has been advised that the Participant may be an “affiliate”  within the meaning of Rule 144 under the Securities Act and in this connection the Company is  relying in part on the Participant’s representations set forth in this Section 8.               (b)   If the Participant is deemed an affiliate within the meaning of Rule 144 of  the Securities Act, the shares of Common Stock issuable hereunder must be held indefinitely unless  an exemption from any applicable resale restrictions is available or the Company files an additional  registration statement (or a “re-offer prospectus”) with regard to such shares of Common Stock  and the Company is under no obligation to register such shares of Common Stock (or to file a “re- offer prospectus”).               (c)   If the Participant is deemed an affiliate within the meaning of Rule 144 of  the Securities Act, the Participant understands that (i) the exemption from registration under Rule  144 shall not be available unless (A) a public trading market then exists for the Common Stock,  (B) adequate information concerning the Company is then available to the public, and (C) other  terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale  of the shares of Common Stock issuable hereunder may be made only in limited amounts in  accordance with the terms and conditions of Rule 144 or any exemption therefrom.         9.    Entire Agreement; Amendment.  This Agreement, together with the Plan, contains  the entire agreement between the parties hereto with respect to the subject matter contained herein,  and supersedes all prior agreements or prior understandings, whether written or oral, between the  parties relating to such subject matter; provided however, that the restrictive covenants contained  in Appendix I hereto are in addition to and not in lieu of any other restrictive covenants by which  the Participant may be bound.  The Committee shall have the right, in its sole discretion, to modify  or amend this Agreement from time to time in accordance with and as provided in the Plan.  The  Company shall give written notice to the Participant of any such modification or amendment of  this Agreement as soon as practicable after the adoption thereof.         10.   Notices; Electronic Delivery and Acceptance. Any notice hereunder by the  Participant shall be given to the Company in writing and such notice shall be deemed duly given  only upon receipt thereof by the General Counsel of the Company.  Any notice hereunder by the  Company shall be given to the Participant in writing and such notice shall be deemed duly given  only upon receipt thereof at such address as the Participant may have on file with the Company.   The Company may, in its sole discretion, decide to deliver any documents related to RSUs awarded  under the Plan or future RSUs that may be awarded under the Plan by electronic means or request  the Participant’s consent to participate in the Plan by electronic means. By accepting this RSU  Award, the Participant hereby consents to receive such documents by electronic delivery and  agrees to participate in the Plan through an on-line or electronic system established and maintained  by the Company or another third party designated by the Company.         11.   No Right to Employment or Service.  Any questions as to whether and when there  has been a Termination of Employment and the cause of such Termination of Employment shall  be determined in the sole discretion of the Committee.  Nothing in this Agreement shall interfere  with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the  Participant’s employment or service at any time, for any reason and with or without Cause, and  shall not guarantee any right to future employment.                                          4 





 






      12.   Transfer of Personal Data.  The Participant authorizes, agrees and unambiguously  consents to the transmission by the Company (or any Subsidiary) of any personal data information  related to the RSUs awarded under this Agreement for legitimate business purposes (including,  without limitation, the administration of the Plan), to the extent permitted by applicable law.  This  authorization and consent is freely given by the Participant.         13.   Compliance with Laws.  The grant of RSUs and the issuance of shares of Common  Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any  foreign and U.S. federal and state securities laws, rules and regulations (including, without  limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective  rules and regulations promulgated thereunder) and any other law, rule regulation or exchange  requirement applicable thereto.  The Company shall not be obligated to issue the RSUs or any  shares of Common Stock pursuant to this Agreement if any such issuance would violate any such  requirements.  As a condition to the settlement of the RSUs, the Company may require the  Participant to satisfy any qualifications that may be necessary or appropriate to evidence  compliance with any applicable law or regulation.         14.   Binding Agreement.  This Agreement shall inure to the benefit of, be binding upon,  and be enforceable by the Company and its successors and assigns.           15.   Headings.  The titles and headings of the various sections of this Agreement have  been inserted for convenience of reference only and shall not be deemed to be a part of this  Agreement.         16.   Counterparts.  This Agreement may be executed in one or more counterparts, each  of which shall be deemed to be an original, but all of which shall constitute one and the same  instrument.         17.   Further Assurances.  Each party hereto shall do and perform (or shall cause to be  done and performed) all such further acts and shall execute and deliver all such other agreements,  certificates, instruments and documents as either party hereto reasonably may request in order to  carry out the intent and accomplish the purposes of this Agreement and the Plan and the  consummation of the transactions contemplated thereunder.         18.   Severability.  The invalidity or unenforceability of any provisions of this  Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the  remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any  provision of this Agreement in any other jurisdiction, it being intended that all rights and  obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.         19.   Acquired Rights. The Participant acknowledges and agrees that: (a) the Company  may terminate or amend the Plan at any time; (b) the award of RSUs made under this Agreement  is completely independent of any other award or grant and is made at the sole discretion of the  Company; (c) no past grants or awards (including, without limitation, the RSUs awarded  hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d)  any benefits granted under this Agreement are not part of the Participant’s ordinary compensation                                          5 





 






 and shall not be considered as part of such compensation in the event of severance, redundancy or   resignation.          20.   Acceptance of Agreement. Notwithstanding anything herein to the contrary, in   order for this Award to become effective, the Participant must acknowledge acceptance of this   Agreement no later than the sixtieth (60th) day following the Grant Date (the “Final Acceptance   Date”).  If the Participant’s acceptance of this Agreement does not occur by the Final Acceptance   Date, then the entire Award will be forfeited and cancelled without any consideration therefor,   except as otherwise determined in the Committee’s sole and absolute discretion.           21.   No Waiver.  No waiver or non-action by either party hereto with respect to any   breach by the other party of any provision of this Agreement shall be deemed or construed to be a   waiver of any succeeding breach of such provision or as a waiver of the provision itself.          22.   No Rights as a Stockholder.  The Participant’s interest in the RSUs shall not entitle   the Participant to any rights as a stockholder of the Company.  The Participant shall not be deemed   to be the holder of, or have any of the rights and privileges of a stockholder of the Company in  respect of, the shares of Common Stock unless and until such shares have been issued to the  Participant in accordance with this Agreement and the Plan.          23.   Withholding.  Notwithstanding the withholding provision in the Plan or anything   else in this Agreement:                 (a)   If in the tax jurisdiction in which the Participant resides, a tax withholding   obligation arises upon vesting of the RSUs (regardless of when the Common Stock underlying the   RSUs are delivered to the Participant), on each date that all or a portion of the RSUs actually vests,   if (1) the Company does not have in place an effective registration statement under the Securities   Act and there is not a Securities Act exemption available under which the Participant may sell   Common Stock or (2) the Participant is subject to a Company-imposed trading blackout, then   unless the Participant has made other arrangements satisfactory to the Company, the Company   will withhold from the shares of Common Stock to be delivered to the Participant such number of   shares of Common Stock as are sufficient in value (as determined by the Company in its sole   discretion) to cover the amount of the tax withholding obligation.                (b)   If in the tax jurisdiction in which the Participant resides, a tax withholding   obligation arises upon delivery of the Common Stock underlying the RSUs (regardless of when   vesting occurs), then following each date that all or a portion of the RSUs actually vests, the   Company will defer the delivery of the Common Stock otherwise deliverable to the Participant   until the earliest of: (1) the date of the Participant’s Termination of Employment, (2) the date that   the short-term deferral period under Section 409A of the Code expires with respect to such vested   RSUs, or (3) the date on which the Company has in place an effective registration statement under   the Securities Act or there is a Securities Act exemption available under which the Participant may   sell Common Stock and on which the Participant is not subject to a Company-imposed trading   blackout (the earliest of such dates, the “Delivery Date”). If on the Delivery Date (x) the Company   does not have in place an effective registration statement under the Securities Act and there is not   a Securities Act exemption available under which the Participant may sell shares of Common   Stock or (y) the Participant is subject to a Company-imposed trading blackout, then unless the                                           6 





 






Participant has made other arrangements satisfactory to the Company, the Company will withhold  from the shares of Common Stock to be delivered to the Participant such number of shares of  Common Stock as are sufficient in value (as determined by the Company in its sole discretion) to  cover the amount of the tax withholding obligation.         24.   Section 409A.  Notwithstanding anything herein or in the Plan to the contrary, the  RSUs are intended to be exempt from the applicable requirements of Section 409A of the Code  and shall be limited, construed and interpreted in accordance with such intent.         25.   Non-U.S. Provisions.  The Award and the shares of Common Stock subject to the  Award and payable pursuant to Section 4 of this Agreement shall be subject to any special terms  and conditions for the Participant's country set forth in Appendix II attached hereto (the "Country  Addendum").  Moreover, if the Participant relocates to one of the countries included in the Country  Addendum, the special terms and conditions for such country will apply to the Participant, to the  extent the Company determines that the application of such terms and conditions is necessary or  advisable for legal or administrative reasons.  The Country Addendum constitutes part of this  Agreement.                        [Remainder of Page Intentionally Left Blank]                                                           7 





 






IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of [●].                                 AVAYA HOLDINGS CORP.                                                                  By:                                    Name:                                  Title:                                                                      PARTICIPANT                                [To be executed electronically.]                                                                                                                                    8 





 






                                                                                                                   Appendix I            NON-DISCLOSURE, IP ASSIGNMENT, NON-COMPETITION AND                                NON-SOLICITATION          By executing the Award Agreement, the Participant acknowledges the importance to  Avaya Holdings Corp. and its Affiliates existing now or in the future (hereinafter referred to  collectively as the “Company” or “Avaya”), of protecting its confidential information and other  legitimate business interests, including, without limitation, the valuable trade secrets and good  will that it develops or acquires. The Participant further acknowledges that the Company is  engaged in a highly competitive business, that its success in the marketplace depends upon the  preservation of its confidential information and industry reputation, and that obtaining  agreements such as this one from its employees is reasonable and necessary. The Participant  undertakes the obligations in this Appendix I in consideration of the Participant’s initial and/or  ongoing relationship with the Company, this Award, the Participant’s being granted access to  trade secrets and other confidential information of the Company, and for other good and valuable  consideration, the receipt and sufficiency of which the Participant acknowledges. As used in this  Appendix I, “relationship” refers to a Participant’s employment or association as an advisor,  consultant or contractor, with the Company, as applicable.         1.    Loyalty and Conflicts of Interest                1.1.  Exclusive Duty. During the Participant’s relationship with the  Company, the Participant will not engage in any other business activity that creates a  conflict of interest except as permitted by the Company’s Code of Conduct, as in effect  from time to time.                1.2.  Compliance with Company Policy. The Participant will comply with all  lawful policies, practices and procedures of the Company, as these may be implemented and/or  changed by the Company from time to time. Without limiting the generality of the foregoing,  the Participant acknowledges that the Company may from time to time have agreements with  other Persons which impose obligations or restrictions on the Company regarding Intellectual  Property, as defined below, created during the course of work under such agreements and/or  regarding the confidential nature of such work. The Participant will comply with and be bound  by all such obligations and restrictions which the Company conveys to the Participant and will  take all actions necessary (to the extent within Participant’s power and authority) to discharge  the obligations of the Company under such agreements.          2.    Confidentiality                2.1.  Nondisclosure and Nonuse of Confidential Information. All Confidential  Information, as defined below, which the Participant creates or has access to as a result of the  Participant’s relationship with the Company, is and shall remain the sole and exclusive property  of the Company. The Participant will never, directly or indirectly, use or disclose any  Confidential Information, except (a) as required for the proper performance of the Participant’s  regular duties for the Company, (b) as expressly authorized in writing in advance by the  Company’s General Counsel, (c) as required by applicable law or regulation, or (d) as may be                                      Appendix I - 1 





 






reasonably determined by the Participant to be necessary in connection with the enforcement of  Participant’s rights in connection with this Appendix I. This restriction shall continue to apply  after the termination of the Participant’s relationship with the Company or any restriction time  period set forth in this Appendix I, howsoever caused. The Participant shall furnish prompt  notice to the Company’s General Counsel of any required disclosure of Confidential Information  sought pursuant to subpoena, court order or any other legal process or requirement, and shall  provide the Company a reasonable opportunity to seek protection of the Confidential  Information prior to any such disclosure, to the greatest extent time and circumstances permit.                2.2.  Permissible Disclosure. Nothing in the Award Agreement or this  Appendix I shall prohibit or restrict the Company, the Participant or their respective attorneys  from: (i) making any disclosure of relevant and necessary information or documents in any  action, investigation, or proceeding relating to the Award Agreement, including without  limitation, this Appendix I, or the Plan, or as required by law or legal process, including with  respect to possible violations of law; (ii) participating, cooperating, or testifying in any action,  investigation, or proceeding with, or providing information to, any governmental agency or  legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act;  or (iii) accepting any U.S. Securities and Exchange Commission awards.  In addition, nothing  in this Agreement or the Plan prohibits or restricts Avaya or the Participant from initiating  communications with, or responding to any inquiry from, any regulatory or supervisory  authority regarding any good faith concerns about possible violations of law or regulation.                 2.3. Trade Secrets. Pursuant to 18 U.S.C. § 1833(b), the Participant will not   be held criminally or civilly liable under any Federal or State trade secret law for the disclosure   of a trade secret of Avaya that (i) is made (A) in confidence to a Federal, State, or local   government official, either directly or indirectly, or to the Participant’s attorney and (B) solely   for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a   complaint or other document that is filed under seal in a lawsuit or other proceeding. If the   Participant files a lawsuit for retaliation by Avaya for reporting a suspected violation of law, the   Participant may disclose the trade secret to the Participant’s attorney and use the trade secret   information in the court proceeding, so long as the Participant files any document containing the   trade secret under seal and does not disclose the trade secret except under court order. Nothing   in this Agreement or the Plan is intended to conflict with 18 U.S.C. § 1833(b) or create liability   for disclosures of trade secrets that are expressly allowed by such section.                 2.4. Use and Return of Documents. All documents, records, and files, in any   media of whatever kind and description, relating to the business, present or otherwise, of the   Company, and any copies (including, without limitation, electronic), in whole or in part, thereof   (the “Documents” and each individually, a “Document”), whether or not prepared by the   Participant, shall be the sole and exclusive property of the Company. Except as required for the   proper performance of the Participant’s regular duties for the Company or as expressly   authorized in writing in advance by the Company, the Participant will not copy any Documents   or remove any Documents or copies or derivatives thereof from the premises of the Company.   The Participant will safeguard, and return to the Company immediately upon termination of the   Participant’s relationship with the Company, and at such other times as may be specified by the   Company, all Documents and other property of the Company, and all documents, records and   files of its customers, subcontractors, vendors, and suppliers (“Third-Party Documents” and                                      Appendix I - 2 





 






 each individually a “Third-Party Document”), as well as all other property of such customers,   subcontractors, vendors and suppliers, then in the Participant’s possession or control. Provided,   however, if a Document or Third-Party Document is on electronic media, the Participant may,   in lieu of surrender of the Document or Third-Party Document, provide a copy on electronic   media to the Company and delete and overwrite all other electronic media copies thereof. Upon   request of any duly authorized officer of the Company, the Participant will disclose all   passwords necessary or desirable to enable the Company to obtain access to the Documents and   Third-Party Documents. Notwithstanding any provision of this Section 2.4 to the contrary, the   Participant shall be permitted to retain copies of all Documents evidencing Participant’s hire,   equity, compensation rate and benefits, this Appendix I, and any other agreements between the   Participant and the Company that the Participant has signed or electronically accepted.           3.   Non-Competition, Non-Solicitation, and Other Restricted Activity                3.1.  Non-Competition. This paragraph is applicable to Participants who hold  Senior Director and higher positions as of the date this Award is accepted. During the  Participant’s relationship with the Company and for a period of twelve (12) months immediately  following the termination of the Participant’s relationship with the Company for any reason,  whether voluntary or involuntary, the Participant will not, directly or indirectly, whether paid or  not, (a) serve as a partner, principal, licensor, licensee, employee, consultant, officer, director,  manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise for,  (b) directly or indirectly, own, purchase, organize or take  preparatory steps for the organization  of, or (c) build, design, finance, acquire, lease, operate, manage, control, invest in, work or  consult for or otherwise join, participate in or affiliate him or herself with, any business whose  business, product(s) or operations are in any respect competitive with or otherwise similar to the  Company’s business.  The foregoing covenant shall cover the Participant’s activities in every  part of the Territory. “Territory” shall mean (a) all states of the United States of America from  which the Company derived revenue or conducted business at any time during the two-year  period prior to the date of the termination of the Participant’s relationship with the Company;  and (b) all other countries from which the Company derived revenue or conducted business at  any time during the two-year period prior to the date of the termination of the Participant’s  relationship with the Company. The foregoing shall not prevent: (a) passive ownership by the  Participant of no more than two percent (2%) of the equity securities of any publicly traded  company; or (b) the Participant’s providing services to a division or subsidiary of a multi- division entity or holding company, so long as (i) no division or subsidiary to which the  Participant provides services is in any way competitive with or similar to the business of the  Company, and (ii) the Participant is not involved in, and does not otherwise engage in  competition on behalf of, the multi-division entity or any competing division or subsidiary  thereof.                 3.2. Good Will. Any and all good will which the Participant develops during   his or her relationship with the Company with any of the customers, prospective customers,   subcontractors or suppliers of the Company shall be the sole, exclusive and permanent property   of the Company, and shall continue to be such after termination of the Participant’s relationship   with the Company, howsoever caused.                                        Appendix I - 3 





 






             3.3. Non-Solicitation of Customers. During the Participant’s relationship with  the Company and for a period of twelve (12) months immediately following the termination of  the Participant’s relationship with the Company for any reason, whether voluntary or  involuntary, the Participant will not, directly or indirectly, contact, or cause to be contacted,  directly or indirectly, or engage in any form of oral, verbal, written, recorded, transcribed, or  electronic communication with any customer of the Company for the purposes of conducting  business that is competitive with or similar to that of the Company or for the purpose of  disadvantaging the Company’s business in any way; provided that this restriction applies (i)  only with respect to those customers who are or have been a customer of the Company at any  time within the immediately preceding one-year period or whose business has been solicited on  behalf of the Company by any of its officers, employees or agents within said one-year period,  other than by form letter, blanket mailing or published advertisement, and (ii) only if the  Participant has performed work for such customer during his or her relationship with the  Company, has been introduced to, or otherwise had contact with, such customer as a result of  his or her relationship with the Company, or has had access to Confidential Information which  would assist in the solicitation of such customer. The foregoing restrictions shall not apply to  general solicitation or advertising, including through media and trade publications.                             3.4.  Non-Solicitation/Non-Hiring of Employees and Independent   Contractors. During his or her relationship with the Company and for a period of twelve (12)   months immediately following the termination of the Participant’s relationship with the   Company for any reason, whether voluntary or involuntary, the Participant will not, and will   not assist anyone else to, (a) hire or solicit for hiring any employee of the Company or seek to   persuade or induce any employee of the Company to discontinue employment with the   Company, or (b) hire or engage any independent contractor providing services to the Company,  or solicit, encourage or induce any independent contractor providing services to the Company  to terminate or diminish in any substantial respect its relationship with the Company. For the   purposes of this Appendix I, an “employee” or “independent contractor” of the Company is any   person who is or was such at any time within the preceding six-month period.  The foregoing   restrictions shall not apply to general solicitation or advertising, including through media, trade   publications and general job postings.                                  3.5.  Non-Solicitation of Others.  The Participant agrees that for a period of  twelve (12) months immediately following the termination of the Participant’s relationship with  the Company, for any reason, whether voluntary or involuntary, the Participant will not solicit,  encourage, or induce, or cause to be solicited, encouraged or induced, directly or indirectly, any  franchisee, joint venture, supplier, vendor or contractor who conducted business with the  Company at any time during the two year period preceding the termination of his or her  relationship with the Company, to terminate or adversely modify any business relationship with  the Company, or not to proceed with, or enter into, any business relationship with the Company,  nor shall the Participant otherwise interfere with any business relationship between the  Company and any such franchisee, joint venture, supplier, vendor or contractor.                 3.6.  Notice of New Address and Employment. During the twelve (12)-month  period immediately following the termination of Participant’s relationship with the Company,  for any reason, whether voluntary or involuntary, the Participant will promptly provide the  Company with pertinent information concerning each new job or other business activity in                                      Appendix I - 4 





 






which the Participant engages or plans to engage during such twelve (12)-month period as the  Company may reasonably request in order to determine the Participant’s continued compliance  with his or her obligations under this Appendix I. The Participant shall notify any new  employer(s) of the Participant’s obligations under this Appendix I, and hereby consents to  notification by the Company to such employer(s) concerning his or her obligations under this  Appendix I. The Company shall treat any such notice and information as confidential, and will  not use or disclose the information contained therein except to enforce its rights hereunder.   Any breach of this Section 3.6 shall constitute a material breach of this agreement.                            3.7. Acknowledgement of Reasonableness; Remedies. In signing or  electronically accepting the Award Agreement, the Participant gives the Company assurance  that the Participant has carefully read and considered all the terms and conditions hereof. The  Participant acknowledges without reservation that each of the restraints contained herein is  necessary for the reasonable and proper protection of the good will, Confidential Information  and other legitimate business interests of the Company, that each and every one of those  restraints is reasonable in respect to subject matter, length of time, and geographic area; and that  these restraints will not prevent the Participant from obtaining other suitable employment during  the period in which Participant is bound by them. The Participant will never assert, or permit to  be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing.  Were the Participant to breach any of the provisions of this Appendix I, the harm to the Company  would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company  shall, in addition to any other remedies available to it, have the right to obtain preliminary and  permanent injunctive relief against any such breach or threatened breach without having to post  bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any  such breach. Without limiting the generality of the foregoing, or other forms of relief available  to the Company, in the event of the Participant’s breach of any of the provisions of this Appendix  I, the Participant will forfeit any award or payment made pursuant to any applicable severance  or other incentive plan or program, or if a payment has already been made, the Participant will  be obligated to return the proceeds to the Company.                             3.8. Unenforceability. In the event that any provision of this Appendix I  shall be determined by any court of competent jurisdiction to be unenforceable by reason of  its being extended over too great a time, too large a geographic area or too great a range of  activities, such provision shall be deemed to be modified to permit its enforcement to the  maximum extent permitted by law. The 12-month period of restriction set forth in Sections  3.1, 3.3, 3.4 and 3.5 hereof and the 12-month period of obligation set forth in Section 3.6  hereof shall be tolled, and shall not run, during any period of time in which the Participant is  in violation of the terms thereof, in order that the Company shall have the agreed- upon  temporal protection recited herein.                     3.9. Limited Exception for Attorneys. Insofar as the restrictions set forth in  this Section 3 prohibit the solicitation, inducement or attempt to hire a licensed attorney who  is employed at the Company, they shall not apply if the Participant is a licensed attorney and  the restrictions contained herein are illegal, unethical or unenforceable under the laws, rules  and regulations of the jurisdiction in which the Participant is licensed as an attorney.                                                    Appendix I - 5 





 






            3.10. Attorneys’ Fees and Costs. Except as prohibited by law, the Participant  shall indemnify the Company from any and all costs and fees, including attorneys’ fees, incurred  by the Company in successfully enforcing the terms of this Award Agreement against the  Participant, (including, but not limited to, a court partially or fully granting any application,  motion, or petition by the Company for a temporary restraining order, preliminary injunction,  or permanent injunction), as a result of the Participant’s breach or threatened breach of any  provision contained herein.  Upon successful enforcement, the Company shall be entitled to  recover from the Participant its costs and fees incurred to date at any time during the course of  a dispute (i.e., final resolution of such dispute is not a prerequisite) upon written demand to the  Participant.                 3.11. Enforcement. The Company agrees that it will not enforce Sections 3.1,   3.3, 3.5 or the portion of Section 3.4 that prohibits Participant from hiring Company employees   and independent contractors to restrict Participant’s employment in any jurisdiction in which   such enforcement is contrary to law or regulation to the extent that Participant is a resident of   such jurisdiction at the time Participant’s relationship with the Company terminates and does  not otherwise change residency during the restriction period.                       4.   Intellectual Property                 4.1. In signing or electronically accepting the Award Agreement, the   Participant hereby assigns and shall assign to the Company all of his or her rights, title and   interest in and to all inventions, discoveries, improvements, ideas, mask works, computer or   other apparatus programs and related documentation, and other works of authorship   (hereinafter each designated “Intellectual Property”), whether or not patentable,   copyrightable or subject to other forms of protection, made, created, developed, written or   conceived by the Participant during the period of his or her relationship with the Company,   whether during or outside of regular working hours, either solely or jointly with another, in   whole or in part, either: (a) in the course of such relationship, (b) relating to the actual or   anticipated business or research development of the Company, or (c) with the use of   Company time, material, private or proprietary information, or facilities, except as provided   in Section 4.5 below.                4.2.  The Participant will, without charge to the Company, but at its expense,  execute a specific assignment of title to the Company and do anything else reasonably necessary,  including but not limited to providing or signing additional documentation that is reasonably  necessary to the Company or its designee, to enable the Company to secure, maintain and/or  perfect a patent, copyright or other form of protection for said Intellectual Property anywhere in  the world.  Participant agrees that this obligation shall continue after Participant’s relationship  with the Company terminates. If the Company is unable because of Participant’s mental or  physical incapacity or for any other reason to secure Participant’s signature to apply for or to  pursue any application for any United States or foreign patents or copyright registrations  covering Intellectual Property assigned to the Company as above, then Participant hereby  irrevocably designates and appoints the Company or its designee and its duly authorized officers  and agents as Participant’s agent and attorney in fact, to act for and on Participant’s behalf and  instead to execute and file any such applications and to do all other lawfully permitted acts to                                      Appendix I - 6 





 






further the prosecution and issuance of letters patent or copyright registrations thereon with the  same legal force and effect as if executed by Participant.                            4.3.  The Participant acknowledges that the copyrights in Intellectual  Property created with the scope of his or her relationship with the Company belong to the  Company by operation of law. Participant further acknowledges and agrees that the decision  whether or not to commercialize or market any Intellectual Property developed by Participant  solely or jointly with others is within the Company’s sole benefit and discretion and that no  payment will be due to Participant as a result of the Company’s efforts to commercialize or  market such Intellectual Property.                 4.4. The Participant has previously provided to the Company a list (the “Prior   Invention List”) describing all inventions, original works of authorship, developments,   improvements, and trade secrets which were made by the Participant prior to his or her   relationship with the Company, which belong to the Participant and which are not assigned to   the Company hereunder (collectively referred to as “Prior Inventions”); and, if no Prior   Invention List was previously provided, the Participant represents and warrants that there are no   such Prior Inventions. Participant will not incorporate, or permit to be incorporated, any Prior   Invention into an Avaya product, process, machine, solution or system without the Company’s   prior written consent. Notwithstanding the foregoing sentence, if, in the course of Participant’s   relationship with the Company, Participant incorporates into an Avaya product, process,   machine, solution or system a Prior Invention owned by Participant or in which Participant has   an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free,   irrevocable, perpetual, worldwide license to make, have made, modify, use, sell, offer for sale   and import, such Prior Invention as part of or in connection with such product, process, machine,   solution or system.                 4.5. Exception to Assignments. THE PARTICIPANT UNDERSTANDS   THAT THE PROVISIONS OF THIS AWARD AGREEMENT REQUIRING   ASSIGNMENT OF INTELLECTUAL PROPERTY (AS DEFINED ABOVE) TO THE   COMPANY DO NOT APPLY TO ANY INTELLECTUAL PROPERTY FOR WHICH   NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET INFORMATION OF   THE COMPANY WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON   PARTICIPANT’S OWN TIME, UNLESS (A) THE INVENTION RELATES (i)   DIRECTLY TO THE BUSINESS OF THE COMPANY, OR (ii) TO THE COMPANY’S   ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT;   (B) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY  PARTICIPANT FOR THE COMPANY; OR (C) THE INTELLECTUAL PROPERTY  OTHERWISE QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA  LABOR CODE SECTION 2870 (ATTACHED HERETO AS EXHIBIT A). THE  PARTICIPANT WILL ADVISE THE COMPANY PROMPTLY IN WRITING OF ANY   INVENTIONS THAT PARTICIPANT BELIEVES MEET THE CRITERIA FOR THIS   SECTION 4.5 EXCEPTION      TO ASSIGNMENTS AND WHICH WERE NOT   OTHERWISE DISCLOSED ON THE PRIOR INVENTION LIST PREVIOUSLY   DELIVERED TO THE COMPANY TO PERMIT A DETERMINATION OF   OWNERSHIP BY THE COMPANY. ANY SUCH DISCLOSURE WILL BE RECEIVED   IN CONFIDENCE.                                      Appendix I - 7 





 






         5.   Definitions           Words or phrases which are initially capitalized or are within quotation marks shall   have the meanings provided in this Section 5 and as provided elsewhere in this Appendix I.   For purposes of this Appendix I, the following definitions apply:           “Affiliates” means all persons and entities directly or indirectly controlling, controlled   by or under common control with the Company, where control may be by management   authority, contract or equity interest.          “Confidential Information” means any and all information of the Company, whether  or not in writing, that is not generally known by others with whom the Company competes or  does business, or with whom it plans to compete or do business, and any and all information,  which, if disclosed, would assist in competition against the Company, including but not limited  to (a) all proprietary information of the Company, including but not limited to the products  and services, technical data, methods, processes, know-how, developments, inventions, and  formulae of the Company, (b) the development, research, testing, marketing and financial  activities and strategic plans of the Company, (c) the manner in which the Company operates,  (d) its costs and sources of supply, (e) the identity and special needs of the customers,  prospective customers and subcontractors of the Company, and (f) the people and  organizations with whom the Company has business relationships and the substance of those  relationships. Without limiting the generality of the foregoing, Confidential Information shall  specifically include: (i) any and all product testing methodologies, product test results, research  and development plans and initiatives, marketing research, plans and analyses, strategic  business plans and budgets, and technology grids; (ii) any and all vendor, supplier and  purchase records, including without limitation the identity of contacts at any vendor, any list  of vendors or suppliers, any lists of purchase transactions and/or prices paid; and (iii) any and  all customer lists and customer and sales records, including without limitation the identity of  contacts at purchasers, any list of purchasers, and any list of sales transactions and/or prices  charged by the Company. Confidential Information also includes any information that the  Company may receive or has received from customers, subcontractors, suppliers or others,  with any understanding, express or implied, that the information would not be disclosed.  Notwithstanding the foregoing, Confidential Information does not include information that (A)  is known or becomes known to the public in general (other than as a result of a breach of  Section 2 hereof by the Participant), (B) is or has been independently developed or conceived  by the Participant without use of the Company’s Confidential Information or (C) is or has been  made known or disclosed to the Participant by a third party without a breach of any obligation  of confidentiality such third party may have to the Company of which the Participant is aware.           “Person” means an individual, a corporation, a limited liability company, an   association, a partnership, an estate, a trust and any other entity or organization, other   than the Company.                                        Appendix I - 8 





 






       6.    Compliance with Other Agreements and Obligations           The Participant represents and warrants that his or her employment or other relationship   with the Company and execution and performance of the Award Agreement, including this   Appendix I, will not breach or be in conflict with any other agreement to which the Participant   is a party or is bound, and that the Participant is not now subject to any covenants against   competition or similar covenants or other obligations to third parties or to any court order,   judgment or decree that would affect the performance of the Participant’s obligations hereunder   or the Participant’s duties and responsibilities to the Company, except as disclosed in writing to   the Company’s General Counsel no later than the time an executed copy of the Award   Agreement, including this Appendix I, is returned by the Participant. The Participant will not   disclose to or use on behalf of the Company, or induce the Company to use, any proprietary   information of any previous employer or other third party without that party’s consent.   Participant agrees that if in the course of his or her relationship with the Company, Participant   is asked for information relating to Participant’s former employers’ business that would require   Participant to reveal information that is not publicly available, Participant will refrain from   using and providing such information.           7.    Entire Agreement; Severability; Modification          With respect to the subject matter hereof, this Appendix I sets forth the entire agreement  between the Participant and the Company, and, except as otherwise expressly set forth herein,  supersedes all prior and contemporaneous communications, agreements and understandings,  written or oral, regarding the same. If the Participant previously executed an Award Agreement  with an Appendix I or other schedule containing similar provisions, this Appendix I shall  supersede such agreement. In the event of conflict between this Appendix I and any prior  agreement between the Participant and the Company with respect to the subject matter hereof,  this Appendix I shall govern. The provisions of this Appendix I are severable, and no breach of  any provision of this Appendix I by the Company, or any other claimed breach of contract or  violation of law, shall operate to excuse the Participant’s obligation to fulfill the requirements  of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the  body of this Appendix I shall be of any force or effect, and this Appendix I shall be interpreted  as if such change had not been made. This Appendix I may not be modified or amended, and no  breach shall be deemed to be waived, unless agreed to in writing by the Participant and the  Company’s General Counsel. If any provision of this Appendix I should, for any reason, be held  invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be  construed by limiting it so as to be enforceable to the maximum extent permissible by law.  Provisions of this Appendix I shall survive any termination if so provided in this Appendix I or  if necessary or desirable to accomplish the purpose of other surviving provisions. It is agreed  and understood that no changes to the nature or scope of the Participant’s relationship with the  Company shall operate to extinguish the Participant’s obligations hereunder or require that a  new agreement concerning the subject matter of this Appendix I be executed.           8.   Assignment           Neither the Company nor the Participant may make any assignment of this Appendix I   or any interest in it, by operation of law or otherwise, without the prior written consent of the                                      Appendix I - 9 





 






 other; provided, however, the Company may assign its rights and obligations under this   Appendix I without the Participant’s consent (a) in the event that the Participant is transferred   to a position with one of the Company’s Affiliates or (b) in the event that the Company shall   hereafter effect a reorganization, consolidate with, or merge into any company or entity or   transfer to any company or entity all or substantially all of the business, properties or assets of   the Company or any division or line of business of the Company with which the Participant is   at any time associated. This Appendix I shall inure to the benefit of and be binding upon the   Participant and the Company, and each of their respective successors, executors, administrators,   heirs, representatives and permitted assigns.           9.    Successors           The Participant consents to be bound by the provisions of this Appendix I for the benefit   of the Company, and any successor or permitted assign to whose employ the Participant may   be transferred, without the necessity that a new agreement concerning the subject matter or this   Appendix I be re-signed at the time of such transfer.           10.  Acknowledgement of Understanding          In signing or electronically accepting the Award Agreement, the Participant gives the  Company assurance that the Participant has read and understood all of its terms; that the  Participant has had a full and reasonable opportunity to consider its terms and to consult with  any person of his or her choosing before signing or electronically accepting; that the Participant  has not relied on any agreements or representations, express or implied, that are not set forth  expressly in the Award Agreement, including this Appendix I; and that the Participant has  signed the Award Agreement knowingly and voluntarily.                                              [no more text on this page]                                                                 Appendix I - 10 





 






                                  EXHIBIT A                      CALIFORNIA LABOR CODE SECTION 2870              INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT         “(a)   Any provision in an employment agreement which provides that an employee  shall assign, or offer to assign, any of his or her rights in an invention to his or her employer  shall not apply to an invention that the employee developed entirely on his or her own time  without using the employer’s equipment, supplies, facilities, or trade secret information except  for those inventions that either:          (1)  Relate at the time of conception or reduction to practice of the invention to   the employer’s business, or actual or demonstrably anticipated research or development of   the employer; or            (2)  Result from any work performed by the employee for the employer.                       (b)   To the extent a provision in an employment agreement purports to require an  employee to assign an invention otherwise excluded from being required to be assigned under  subdivision (a), the provision is against the public policy of this state and is unenforceable.”                                                                                                                      Appendix I - 11 





 






                                                                                                                    Appendix II                                                                           Country Addendum                                                  Special Terms and Conditions Applicable in Countries Outside the United States                                             Except as provided otherwise herein, any capitalized term not defined in this Country Addendum   shall have the same meaning as is ascribed thereto in the Plan or the Agreement, as applicable.    This Country Addendum includes additional (or, if indicated, different) terms and conditions that   govern the Award granted to the Participant under the Plan if the Participant works and/or resides   in one of the countries listed below.  If the Participant is a citizen or resident of a country other   than that in which he or she is currently working and/or residing (or is considered as such for local   law purposes) or if the Participant transfers his or her service relationship and/or residence to   another country after the Award is granted, the Company shall, in its discretion, determine to what   extent the terms and conditions contained herein shall be applicable to the Participant.                        ALL COUNTRIES OUTSIDE THE UNITED STATES            Responsibility for Taxes.             The Participant acknowledges that, regardless of any action taken by the Company or, if different,   the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social   insurance, payroll tax, payment on account or other tax-related items related to the Participant’s  participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and   remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by   the Company or the Employer.  The Participant further acknowledges that the Company and/or   the Employer (a) make no representations or undertakings regarding the treatment of any Tax-  Related Items in connection with any aspect of the Plan, including, but not limited to, the grant,   vesting or exercise (if applicable) of the Award, the delivery of shares of Common Stock, the  subsequent sale of any shares of Common Stock acquired pursuant to the Award and the receipt   of any dividends, dividend equivalents or other distributions with respect to the shares of Common   Stock; and (b) do not commit to and are under no obligation to structure the terms of the Award or   any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or   achieve any particular tax result.  Further, if the Participant is subject to Tax-Related Items in more   than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or   former employer, as applicable) may be required to withhold or account for Tax-Related Items in   more than one jurisdiction.            Prior to the relevant taxable or tax withholding event, as applicable, the Participant agrees to make   arrangements acceptable to the Company and/or the Employer to satisfy all Tax-Related Items.  In   this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at   their sole discretion, to satisfy any withholding obligation for Tax-Related Items by one or a   combination of the following: (i) withholding from the Participant’s wages or other cash   compensation payable to the Participant by the Company and/or the Employer; (ii) withholding   from the proceeds of the sale of any shares of Common Stock acquired pursuant to the Award   either through a voluntary sale or through a mandatory sale arranged by the Company (on the                                       Appendix II - 1 





 






 Participant’s behalf pursuant to this authorization without further consent); (iii) withholding from  any shares of Common Stock to be delivered to the Participant pursuant to the Award; and/or (iv)  any other method approved by the Company and, to the extent required by applicable law or the  Plan, approved by the Committee.    Depending on the withholding method, the Company and/or the Employer may withhold for Tax- Related Items by considering statutory or other withholding rates, including minimum or  maximum rates in the jurisdiction(s) applicable to the Participant.  In the event of any over- withholding, the Participant may receive a refund of any over-withheld amount in cash (without   interest and without entitlement to the equivalent amount in shares of Common Stock). If the   obligation for Tax-Related Items is satisfied by withholding shares of Common Stock, for tax   purposes, the Participant will be deemed to have been issued the full number of shares of Common  Stock to which he or she is entitled pursuant to the Award, notwithstanding that a number of shares  of Common Stock are withheld to satisfy the obligation for Tax-Related Items.     The Participant agrees to pay to the Company or the Employer any amount of Tax-Related Items  that the Company or the Employer may be required to withhold or account for as a result of the  Participant’s participation in the Plan that cannot be satisfied by the means previously described.   The Company may refuse to issue the shares of Common Stock or the proceeds of the sale of  shares of Common Stock, if the Participant fails to comply with the Participant’s obligations in  connection with the Tax-Related Items.           Nature of Grant.  In accepting the Award, the Participant acknowledges, understands and agrees   that:                   a)    the Plan is established voluntarily by the Company, it is discretionary in nature and               it may be modified, amended, suspended or terminated by the Company at any time,               to the extent permitted by the Plan;                        b)    the grant of the Award is exceptional, voluntary and occasional and does not create              any contractual or other right to receive future Awards, or benefits in lieu of              Awards, even if Awards have been granted in the past;                       c)    all decisions with respect to future awards, if any, will be at the sole discretion of              the Company;                       d)    the Award and the Participant’s participation in the Plan shall not create or amend              a right to employment or be interpreted as forming an employment or service              contract with the Company or any Subsidiary (including the Employer);                       e)    the Participant is voluntarily participating in the Plan;                       f)    the future value of the underlying shares of Common Stock is unknown,              indeterminable and cannot be predicted with certainty;                      g)     if the Participant acquires shares of Common Stock, the value of such shares of Common              Stock may increase or decrease in value, even below the per share exercise price;                                       Appendix II - 2 





 






                      h)    unless otherwise agreed with the Company, the Award is not granted as               consideration for, or in connection with, any service the Participant may provide as               a director of a Subsidiary;                        i)    no claim or entitlement to compensation or damages shall arise from forfeiture of               the Award resulting from the Participant's Termination of Employment (for any               reason whatsoever whether or not later found to be invalid or in breach of               employment laws in the jurisdiction where the Participant is employed or the terms               of the Participant’s employment agreement, if any);                         j)    unless otherwise provided in the Plan or by the Company in its discretion, the               Award and any benefit that may be received pursuant to this Agreement do not              create any entitlement to have the Award or any such benefit transferred to, or              assumed by, another company nor be exchanged, cashed out or substituted for, in              connection with any corporate transaction affecting the shares of Common Stock              underlying the Award; and                      k)    neither the Company nor any Subsidiary (including the Employer) shall be liable              for any foreign exchange rate fluctuation between the Participant’s local currency              and the United States Dollar that may affect the value of the Award or of any              amounts due to the Participant pursuant to the Award or the subsequent sale of any              shares of Common Stock acquired pursuant to the Award.    No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor   is the Company making any recommendations regarding the Participant’s participation in the Plan   or the Participant’s acquisition or sale of the underlying shares of Common Stock.  The Participant   should consult with his or her own personal tax, legal and financial advisors regarding his or her   participation in the Plan before taking any action related to the Plan.      Language.  The Participant acknowledges and represents that he or she is proficient in the English   language or has consulted with an advisor who is sufficiently proficient in English so as to allow   the Participant to understand the terms and conditions of this Agreement or any other document   related to the Award and/or the Plan.  Furthermore, if the Participant has received this Agreement,   or any other document related to the Award and/or the Plan translated into a language other than   English and if the meaning of the translated version is different than the English version, the   English version will control.      Imposition of Other Requirements.  The Company reserves the right to impose other requirements   on participation in the Plan or on the Award or shares of Common Stock acquired pursuant to the  Award, to the extent the Company determines it is necessary or advisable for legal or  administrative reasons, and to require the undersigned to sign any additional agreements or  undertakings that may be necessary to accomplish the foregoing.    Choice of Venue.  Participant agrees to the exclusive venue and jurisdiction of the State and   Federal Courts located in the state of Delaware and waives any objection based on lack of                                       Appendix II - 3 





 






 jurisdiction or inconvenient forum.  Any action relating to or arising out of this Plan must be   commenced within one year after the cause of action accrued.    Insider Trading / Market Abuse Restrictions.  The Participant may be subject to insider trading   restrictions and/or market abuse laws in applicable jurisdictions including, but not limited to, the   United States (“U.S.”) and the Participant’s country of residence, which may affect the   Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Common Stock or   Awards, or rights linked to the value of shares of Common Stock during such times as the   Participant is considered to have “inside information” regarding the Company (as defined by the   laws or regulations in the applicable jurisdictions).  Any restrictions under these laws or regulations   are separate from and in addition to any restrictions that may be imposed under the Company’s   insider trading policy as set forth in the “Avaya Holdings Corp. Insider Trading and Disclosure of   Confidential Information Policy for Directors, Officers and Employees.”  The Participant is   responsible for ensuring compliance with any applicable restrictions.    Exchange Control, Tax and/or Foreign Asset / Account Reporting.  Certain foreign asset and/or   foreign account reporting requirements and exchange controls may affect the Participant’s ability   to purchase or hold shares of Common Stock under the Plan or funds received from participating   in the Plan in a brokerage or bank account outside of the Participant’s country.  The Participant  may be required to report such accounts, assets or transactions to the tax or other authorities in  the   Participant’s country.  The Participant may also be required to repatriate sale proceeds or other   funds received as a result of his or her participation in the Plan to the Participant’s country through  a designated bank or broker and/or within a certain time after receipt.  The Participant is  responsible for complying with any applicable regulations and should consult with his or her  personal legal and tax advisors for any details.    Data Privacy.   This provision replaces Section 12 (Transfer of Personal Data) of the   Agreement:    If the Participant would like to participate in the Plan, the Participant will need to review the   information provided in this Agreement and, where applicable, declare consent to the processing   and/or transfer of personal data as described below.           a) EEA+ Controller and Representative.  If the Participant is based in the European            Union (“EU”), the European Economic Area, Switzerland or, if and when the United            Kingdom leaves the EU, the United Kingdom (collectively “EEA+”), the Participant            should note that the Company, with its address at 350 Mt. Kemble Avenue,            Morristown, NJ 07960, United States of America, is the controller responsible for the            processing of the Participant’s personal data in connection with the Agreement and            the Plan. The Company’s representative in the EU is Avaya Deutschland GmbH,            Theodor-Heuss Allee 112, Frankfurt, Germany 60486.                       b) Data Collection and Usage.  The Company collects, uses and otherwise processes            certain personal data about the Participant, including, but not limited to, the            Participant’s name, home address and telephone number, email address, date of            birth, social insurance number, passport or other identification number (e.g.,            resident registration number), salary, nationality, job title, any shares of stock or                                       Appendix II - 4 





 






   directorships held in the Company, details of all Awards or any other entitlement to     shares of Common Stock awarded, canceled, exercised, vested, unvested or     outstanding in the Participant’s favor, which the Company receives from the     Participant, the Employer or otherwise in connection with this Agreement or the     Plan (“Data”), for the purposes of implementing, administering and managing the     Plan and allocating the cash payment or shares of Common Stock  pursuant to the     Plan.            If the Participant is based in the EEA+, the legal basis, where required, for the     processing of Data by the Company is the necessity of the data processing for the     Company to (i) perform its contractual obligations under this Agreement, (ii) comply     with legal obligations established in the EEA+, or (iii) pursue the legitimate interest     of complying with legal obligations established outside of the EEA+.            If the Participant is based outside of the EEA+, the legal basis, where required, for     the processing of Data by the Company is the Participant’s consent, as further     described below.       c) Stock Plan Administration Service Providers.  The Company transfers Data to     Fidelity Stock Plan Services, LLC, an independent service provider (the "Service     Provider"), which is assisting the Company by performing recordkeeping and     administration services for the Plan.  In the future, the Company may select a    different service provider and share Data with such other provider serving in a    similar manner.  The Service Provider will open an account for the Participant to     receive and trade shares of Common Stock acquired under the Plan.  The Participant     may be asked to agree on separate terms and data processing practices with the     Service Provider, with such agreement being a condition to the ability to participate     in the Plan.         d) International Data Transfers.  In the event the Participant resides, works or is     otherwise located outside of the U.S., Data will be transferred from the Participant’s     country to the U.S., where the Company and its service providers are based.  The     Participant understands and acknowledges that the U.S. is not subject to an     unlimited adequacy finding by the European Commission and might not provide a     level of protection of personal data equivalent to the level of protection in the     Participant’s country.  As a result, in the absence of a self-certification of the data     recipient in the U.S. under the EU/U.S. or Swiss/U.S. Privacy Shield Framework or     the implementation of appropriate safeguards such as the Standard Contractual     Clauses adopted by the EU Commission or binding corporate rules approved by the     competent EU data protection authority, the processing of personal data might not     be subject to substantive data processing principles or supervision by data protection     authorities.  In addition, data subjects might have no or less enforceable rights     regarding the processing of their personal data.                            Neither the Company nor the Service Provider is currently self-certified under the     EU/U.S. or Swiss/U.S. Privacy Shield Framework but the Company has                                Appendix II - 5 





 






   implemented binding corporate rules, among others, with its subsidiaries in the     EEA+.  If the Participant is based in the EEA+, Data will be transferred from the     EEA+ to the Company based on the binding corporate rules.  The Participant may     view a copy of such appropriate safeguards at     https://www.avaya.com/en/privacy/bcr/. The onward transfer of Data from the     Company to the Service Provider or, as the case may be, a different service provider     of the Company is based solely on the Participant’s consent, as further described     below.          If the Participant is based outside of the EEA+, the Company’s legal basis, where     required, for the transfer of Data from the Participant’s country to the Company     and from the Company onward to the Service Provider or, as the case may be, a     different service provider of the Company is  the Participant’s consent, as further     described below.    e) Data Retention.  The Company will hold and use the Data only as long as is necessary     to implement, administer and manage the Participant’s participation in the Plan, or     as required to comply with legal or regulatory obligations, including under tax and     security laws.        f) Data Subject Rights.  The Participant may have a number of rights under data     privacy laws in his or her jurisdiction.  Depending on where the Participant is based,     such rights may include the right to (i) request access or copies of Data the Company     processes, (ii) the rectification or amendment of incorrect or incomplete Data,     (iii) the deletion of Data, (iv) request restrictions on the processing of Data, (v) object     to the processing of Data for legitimate interests, (vi) the portability of Data,     (vi) lodge complaints with competent authorities in the Participant’s jurisdiction,     and/or to (viii) receive a list with the names and addresses of any potential recipients     of Data.  To receive additional information regarding these rights or to exercise these     rights, the Participant can contact the Company's data privacy office at     dataprivacy@avaya.com or, for the Participants in the EEA+, view the Company's     binding corporate rules at  https://www.avaya.com/en/privacy/bcr/.                 g) Necessary Disclosure of Personal Data. The Participant understands that providing     the Company with Data is necessary for the performance of the Agreement and that     the Participant’s refusal to provide Data would make it impossible for the Company     to perform its contractual obligations and may affect the Participant’s ability to     participate in the Plan.                 h) Voluntariness and Consequences of Consent Denial or Withdrawal.  Participation     in the Plan is voluntary and the Participant is providing any consents referred to     herein on a purely voluntary basis.  The Participant understands that he or she may    withdraw any such consent at any time with future effect for any or no reason.  If     the Participant does not consent, or if the Participant later seeks to withdraw the     Participant’s consent, the Participant’s salary from or employment and career with     the Employer will not be affected; the only consequence of refusing or withdrawing     the Participant’s consent is that the Company would not be able to grant Awards to                                Appendix II - 6 





 






         the Participant or administer or maintain the Awards.  For more information on the           consequences of refusal to consent or withdrawal of consent, the Participant should           contact the Company's data privacy office at dataprivacy@avaya.com.              Declaration of Consent.  If the Participant is based in the EEA+, by accepting the Award and  indicating consent via the Company’s online acceptance procedure, the Participant explicitly  declares his or her consent to the onward transfer of Data by the Company to the Service  Provider or, as the case may be, a different service provider of the Company in the U.S. as  described above.      If the Participant is based outside of the EEA+, by accepting the Awards and indicating consent  via the Company’s online acceptance procedure, Participant explicitly declares his or her  consent to the entirety of the Data processing operations described in this Agreement including,  without limitation, the onward transfer of Data by the Company to the Service Provider or, as  the case may be, a different service provider of the Company in the U.S.                                                                                    BELGIUM                                             Acceptance of Agreement.  If the Award is an Option, the Participant should refer to the separate  Belgium Option Package for information about the tax impact of the acceptance of the Award and  consult his or her personal tax advisor for further information.                                          CANADA   Method of Exercise and Payment.  If this Award is an Option, due to tax considerations in Canada  and notwithstanding the provisions of Section 6.4(d) of the Plan, the Participant may not pay the  Per Share Exercise Price by having the Company withhold shares of Common Stock issuable upon  exercise of the Option or in the form of Common Stock owned by the Participant. The Company  reserves the right to allow these forms of payment of the Per Share Exercise Price for legal or  administrative reasons.   Delivery of Shares / Settlement.  The Award will be settled by the delivery of shares of Common  Stock and not by the delivery of cash or a combination of cash and shares of Common Stock.     Securities Law Notification.  The Participant is permitted to sell any shares of Common Stock  acquired under the Plan through the Service Provider or other such stock plan service provider as  may be selected by the Company in the future, provided the sale of shares takes place outside  Canada through facilities of a stock exchange on which the Common Stock is listed.  The Common  Stock is currently listed on the New York Stock Exchange.                                      Appendix II - 7 





 






 The following provisions will apply to individuals who are residents of Quebec:    Language Consent.  The parties acknowledge that it is their express wish that this Agreement, as   well as all documents, notices and legal proceedings entered into, given or instituted pursuant   hereto or relating directly or directly hereto, be drawn up in English.    Consentement à la Langue Utilisée.  Les parties reconnaissent avoir exigé la rédaction en anglais   de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés   ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.    Data Privacy. This provision supplements the above Data Privacy section of this Country   Addendum:    The Participant hereby authorizes the Company and the Company’s representatives to discuss with   and obtain all relevant information from all personnel, professional or not, involved in the   administration and operation of the Plan.  The Participant further authorizes the Company and its   Subsidiaries (including the Employer) to disclose and discuss the Plan with their advisors.  The   Participant further authorizes the Company and the Employer to record and keep such information  in Participant’s employment file.                                     GERMANY                                                No country specific terms and conditions.                                        INDIA       Method of Exercise and Payment.  If this Award is an Option, due to exchange control   considerations in India and notwithstanding the provisions of Section 6.4(d) of the Plan, the   Participant may not pay the Per Share Exercise Price through a procedure whereby the Participant   delivers irrevocable instructions to a broker acceptable to the Committee to sell a number of shares   of Common Stock with an aggregate value equal to the Per Share Exercise Price and deliver the   proceeds of such sale to the Company, unless all of the shares of Common Stock subject to the   exercised portion of the Option are sold at such time (i.e., a "sell-to-cover" method of exercise and  payment is not permitted but a "sell-all" method of exercise and payment is permitted). The   Company reserves the right to allow this form of payment of the Per Share Exercise Price for legal   or administrative reasons.                                                                                IRELAND                                              No country specific terms and conditions.                                                                                ITALY      Method of Exercise and Payment.  If this Award is an Option, due to regulatory considerations in   Italy and notwithstanding the provisions of Section 6.4(d) of the Plan, the Participant must pay the                                       Appendix II - 8 





 






 Per Share Exercise Price through a procedure whereby the Participant delivers irrevocable   instructions to a broker acceptable to the Committee to sell a number of shares of Common Stock   with an aggregate value equal to the Per Share Exercise Price and deliver the proceeds of such sale   to the Company, provided that all of the shares of Common Stock subject to the exercised portion   of the Option must be sold at such time (i.e., a "sell-all" method of exercise and payment is   required). The Company reserves the right to allow other forms of payment of the Per Share  Exercise Price for legal or administrative reasons.    Plan Document Acknowledgment.  In accepting the Award, the Participant acknowledges that the   Participant has received a copy of the Plan and the Agreement and has reviewed the Plan and the   Agreement in their entirety and fully understands and accepts all provisions of the Plan and the   Agreement.  The Participant further acknowledges that the Participant has read and specifically   and expressly approves the following sections of the Agreement and the Country Addendum:   Vesting (for RSUs and PRSUs); Vesting and Exercisability (for Options); Exercise Following   Termination (for Options); Securities Representation (for RSUs and PRSUs); Compliance with   Laws; Further Assurances; Acceptance of Agreement; Withholding and Responsibility for Taxes;   Language; Imposition of Other Requirements; Governing Law; Choice of Venue.                                                                                  MEXICO      Plan Document Acknowledgment.  By accepting the Award, the Participant acknowledges that he   or she has received a copy of the Plan and the Agreement, which the Participant has reviewed.    The Participant acknowledges further that he or she accepts all the provisions of the Plan and the   Agreement. The Participant also acknowledges that he or she has read and specifically and   expressly approves the terms and conditions set forth in the Nature of Grant section, which clearly   provide as follows: (i) the Participant’s participation in the Plan does not constitute an acquired   right; (ii) the Plan and the Participant’s participation in it are offered by the Company on a wholly   discretionary basis; (iii) the Participant’s participation in the Plan is voluntary; and (iv) none of   the Company or its Subsidiaries (including the Employer) are responsible for any decrease in the   value of any shares of Common Stock (or the amount of any cash payment) that may be acquired   under the Plan.      Labor Law Policy and Acknowledgment.  In accepting the Award, the Participant expressly   recognizes that Avaya Holdings Corp., with offices at 350 Mt. Kemble Avenue, Morristown, NJ   07960, United States of America, is solely responsible for the administration of the Plan and that   the Participant’s participation in the Plan does not constitute an employment relationship between   the Participant and the Company since the Participant is participating in the Plan on a wholly   commercial basis and the Participant’s sole Employer is a Subsidiary in Mexico (“Avaya-  Mexico”).  Based on the foregoing, the Participant expressly recognizes that the Plan and the   benefits that the Participant may derive from his or her participation in the Plan do not establish   any rights between the Participant and Avaya-Mexico, and do not form part of the employment  conditions and/or benefits provided by Avaya-Mexico and any modification of the Plan or its  termination shall not constitute a change or impairment of the terms and conditions of the  Participant’s employment.                                       Appendix II - 9 





 






 The Participant further understands that his or her participation in the Plan is a result of a unilateral   and discretionary decision of the Company; therefore, the Company reserves the absolute right to   amend and/or discontinue the Participant’s participation at any time without any liability to the   Participant.    Finally, the Participant hereby declares that he or she does not reserve any action or right to bring   any claim against the Company for any compensation or damages regarding any provision of the   Plan or the benefits derived under the Plan, and Participant therefore grants a full and broad release   to the Company and its Subsidiaries, branches, representation offices, shareholders, officers,  agents or legal representatives with respect to any claim that may arise.    Reconocimiento del Plan.  Al aceptar este premio ("Award"), el Participante reconoce que él o   ella ha recibido una copia del plan y del Contrato y que lo ha revisado.  El Participante reconoce   además que acepta todas las disposiciones del Plan y del Contrato. El Participante de igual forma   reconoce que acepta los términos y condiciones establecidos en la sección Naturaleza del   Otorgamiento ("Nature of Grant"), que estipula claramente lo siguiente: (i) la participación del   Participante en el Plan no constituye un derecho adquirido; (ii) la Compañía ofrece el plan y la   Participación del Participante en él de manera totalmente discrecional; (iii) la participación del   Participante en el Plan es voluntaria; y (iv) ninguna de las Compañías o Subsidiarias (incluido el   Patrón) son responsables de cualquier disminución en el valor de las Acciones (o el monto de   cualquier pago en efectivo) que pueda adquirirse en virtud del Plan    Política de la Ley Laboral y Reconocimiento.  Al aceptar este Premio ("Award"), el Participante   reconoce expresamente que Avaya Holdings Corp., con oficinas ubicadas en 350 Mt. Kemble   Avenue, Morristown, New Jersey 07960, U.S.A.., es el único responsable de la administración del  Plan y que la participación del Participante en el mismo, el pago del premio o la adquisición de  Acciones no constituye de ninguna manera una relación laboral entre el Participante y la  Compañía, debido a que la participación de esa persona en el Plan deriva únicamente de una  relación comercial y el único Patrón del participante es un Afiliada Mexicana de la Compañía   (“Avaya-México”).  Derivado de lo anterior, el Participante reconoce expresamente que el Plan   y los beneficios que pudieran derivar para el Participante por su participación en el mismo, no   establecen ningún derecho entre el Participante e Avaya-México, y no forman parte de las   condiciones laborales y/o prestaciones otorgadas por Avaya-México, y cualquier modificación al   Plan o la terminación del mismo de ninguna manera podrá ser interpretada como una   modificación o desmejora de los términos y condiciones de trabajo del Participante.    Asimismo, el Participante reconoce que su participación en el Plan es resultado de la decisión   unilateral y discrecional de la Compañía, por lo tanto, la Compañía se reserva el derecho absoluto   para modificar y/o discontinuar la participación del Participante en cualquier momento, sin   ninguna responsabilidad hacia el Participante.    Finalmente el Participante manifiesta que no se reserva ninguna acción o derecho que ejercitar   en contra dela Compañía, por cualquier compensación o daños en relación con cualquier   disposición del Plan o de los beneficios derivados del mismo, y en consecuencia exime amplia y   completamente a la Compañía, sus Afiliadas, sucursales, oficinas de representación, sus   accionistas, administradores, agentes y representantes legales con respecto a cualquier reclamo   que pudiera surgir.                                      Appendix II - 10 





 






                                NETHERLANDS      No country specific terms and conditions.                                                                               SINGAPORE                                                Securities Law Notification.  The grant of the Award is being made pursuant to the “Qualifying   Person” exemption under section 273(1)(f) of the SFA under which it is exempt from the   prospectus and registration requirements and is not made with a view to the underlying shares of   Common Stock being subsequently offered for sale to any other party. The Plan has not been and   will not be lodged or registered as a prospectus with the Monetary Authority of Singapore.  Any   shares of Common Stock acquired pursuant to the Award cannot be offered for sale in Singapore   prior to the six-month anniversary of the Grant Date, unless such offer or sale is made pursuant to   the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the   Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”).                                                                                    SPAIN      Labor Law Acknowledgement. By accepting the Award, the Participant consents to participation   in the Plan and acknowledges that the Participant has received a copy of the Plan.      The Participant understands that the Company has unilaterally, gratuitously and in its sole   discretion decided to grant the Award under the Plan to individuals who may be employees of the   Company or its Subsidiaries throughout the world.  The decision is limited and entered into based   upon the express assumption and condition that any grant will not economically or otherwise bind   the Company or any Subsidiary on an ongoing basis, other than as expressly set forth in the   Agreement.  Consequently, the Participant understands that the Award is granted on the  assumption and condition that the Award and any shares of Common Stock acquired pursuant to  the Award shall not become part of any employment or service contract (whether with the  Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any  purpose (including severance compensation) or any other right whatsoever. Furthermore, the   Participant understands and freely accepts that there is no guarantee that any benefit whatsoever   shall arise from the grant of the Award, which is gratuitous and discretionary, since the future   value of the Award and the underlying shares of Common Stock is unknown and unpredictable.     In addition, the Participant understands that the grant of the Award would not be made but for the  assumptions and conditions set forth hereinabove; thus, the Participant understands, acknowledges  and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions  not be met for any reason, the Award and any right to a cash payment or shares of Common Stock   shall be null and void.      Further, the Participant understands and agrees that upon Termination of Employment, unless   otherwise specifically provided in the Agreement or determined by the Committee or its designee,   any unvested portion of the Award will be immediately forfeited and, if the Award is an Option,   any vested portion of the Option shall remain exercisable only for the period described in Section                                      Appendix II - 11 





 






 4 of the Agreement and shall be subject to the terms of the Plan and, thereafter, any unexercised  portion of the Option will be forfeited.      In particular, the Participant understands and agrees that, unless otherwise expressly provided in  the Agreement or determined by the Committee or its designee, the unvested portion of the Award,   and any vested portion of an Option that is not exercised within any post-termination exercise   period described in the Agreement, will be cancelled without entitlement to any shares of Common   Stock or to any amount as indemnification if the Participant terminates employment by reason of,   but not limited to, resignation; disciplinary dismissal adjudged to be with cause; disciplinary   dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido   improcedente"); individual or collective layoff on objective grounds, whether adjudged to be with   cause or adjudged or recognized to be without cause; material modification of the terms of   employment under Article 41 of the Workers’ Statute; relocation under Article 40 of the Workers’  Statute; Article 50 of the Workers’ Statute; unilateral withdrawal by the Participant's employer;  and under Article 10.3 of Royal Decree 1382/1985.     Securities Law Notification.  No “offer of securities to the public,” as defined under Spanish law,   has taken place or will take place in the Spanish territory in connection with the grant of the Award.    The Agreement has not been, nor will it be, registered with the Comisión Nacional del Mercado   de Valores, and does not constitute a public offering prospectus.                                                                          UNITED ARAB EMIRATES                                               Securities Law Notification.  The Award is being offered only to qualified employees of the   Company and its Subsidiaries and is in the nature of providing equity incentives to such employees  in the United Arab Emirates.  Any documents related to the Plan, including the Plan and the  Agreement, are intended for distribution only to such employees and must not be delivered to, or  relied on by, any other person.  Prospective acquirers of any securities offered pursuant to the  Award should conduct their own due diligence on securities.  If the Participant does not understand  the contents of the Plan or the Agreement, the Participant should consult an authorized financial  adviser.                                                                         UNITED KINGDOM ("U.K.")            Withholding.  This provision supplements the Withholding section of the Agreement (if   applicable) and the Responsibility for Taxes section of this Country Addendum:      Without limitation to the Withholding section of the Agreement (if applicable) and the   Responsibility for Taxes section of this Country Addendum, the Participant hereby agrees that the   Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax- Related   Items, as and when requested by the Company or the Employer, as applicable, or by Her Majesty’s   Revenue and Customs (“HMRC”) (or any other tax or relevant authority).  The Participant also   hereby agrees to indemnify and keep indemnified the Company and the Employer, as applicable,                                      Appendix II - 12 





 






against any Tax-Related Items that they are required to pay or withhold or have paid or will pay  to HMRC (or any other tax or relevant authority) on the Participant’s behalf.   Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company  (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing  provision will not apply.  In the event that the Participant is such a director or executive officer of  the Company and the U.K. income tax liability arising as a result of participation in the Plan is not  collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in  which an event giving rise to the indemnification described above occurs, the amount of any  uncollected income tax may constitute a benefit to the Participant  on which additional income tax  and national insurance contributions may be payable.  The Participant acknowledges that he or she  will be responsible for reporting and paying any income tax due on this additional benefit directly  to the HMRC under the self-assessment regime and for paying the Company or the Employer, as  applicable, for the value of any employee national insurance contributions due on this additional  benefit.                                                                               Appendix II - 13