exhibit108formofcashawar







Exhibit 10.8   Avaya – Proprietary and Confidential      AVAYA HOLDINGS CORP.    LONG-TERM CASH AWARD AGREEMENT   AVAYA HOLDINGS CORP. STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF   YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD   AND ITS TAX CONSEQUENCES.   Participant [Participant Name]   Grant Date [Grant Date]   Award Amount  $[Grant Price]      This Long-Term Cash Award Agreement (this “Agreement”), which is by and between Avaya   Holdings Corp. (the “Company”) and the Participant listed above, is made and entered into as of the   Grant Date listed above.      WHEREAS, the Company has adopted the Avaya Holdings Corp. Cash Long-Term Incentive   Plan, effective as of May 19, 2016 (as such may be amended from time to time, the “Plan”; capitalized   terms used but not defined herein shall have the meanings assigned to them in the Plan), pursuant to   which cash awards may be granted; and      WHEREAS, the Administrator (or the Committee or the Board, as applicable) has determined   that it is in the best interests of the Company to grant the Award provided for herein.      NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:      1. This Agreement evidences a long-term cash award as set forth in the grant details table above (the   “Award”) to the Participant by the Company, subject to the terms in the Plan and set forth below,   including, without limitation, on Appendix I attached hereto, and the Participant agrees with the   Company as set forth below.    2. Vesting:  The Award, unless earlier terminated, forfeited or accelerated (in each case, as set forth in   the Plan), shall vest as follows, subject to the Participant’s continued employment with the Company   on the applicable vesting date:    Vesting Date Vesting Amount   First anniversary of the Grant Date One-fourth (1/4) of the total Award   Following the first anniversary of the Grant Date,   on each quarterly anniversary of the Grant Date   until fully vested on the fourth anniversary of the   Grant Date   One-sixteenth (1/16) of the total Award   Notwithstanding the table above, in the event of a termination of the Participant’s   Employment prior to the applicable vesting date, the Award shall be treated as set forth in the   Plan.   3. Payment.  With respect to each portion of the Award that vests, the Company shall pay amounts due   as soon as practicable after each applicable vesting date.     





 







2      Avaya – Proprietary and Confidential      4. Certain Tax Matters.  The Participant expressly acknowledges that this Award is subject to standard   tax withholding requirements.   5. Governing Law.  This Agreement and all claims arising out of or based upon this Agreement or   relating to the subject matter hereof shall be governed by and construed in accordance with the   domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of   laws provision or rule that would cause the application of the domestic substantive laws of any other   jurisdiction.   6. Acknowledgement.  The Participant confirms that he or she has been provided adequate opportunity to   review the terms of the Plan and this Agreement, including Appendix I attached hereto. The   Participant understands that clicking the appropriate box, “Accept Grant” for acceptance or “Decline   Grant” for rejection, indicates his or her irrevocable election to accept or reject, as applicable, the   terms of the Award as set forth in this Agreement. The Participant further acknowledges and agrees   that (a) this is an electronic agreement, (b) the signature to this Agreement on behalf of the Company   is an electronic signature that will be treated as an original signature for all purposes hereunder and   (c) any such electronic signature shall be binding against the Company and shall create a legally   binding agreement when this Agreement is accepted by the Participant.   7. Acceptance of Agreement.  In order for this Award to become effective, the Participant must   acknowledge acceptance of the Agreement within 60 days from the Grant Date.  If the foregoing does   not occur by such date, then the entire Award may be cancelled at the discretion of the Company.   This version supersedes any prior agreement versions for the Award described in the grant details table   above.   The foregoing Agreement is hereby accepted and agreed to as of the Grant Date listed above:   AVAYA HOLDINGS CORP.      [Participant Name]         By:____                                                                                           By:           [Signed Electronically]____        





 







   Avaya – Proprietary and Confidential      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”), 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 his or her 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.         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 him or her and will take all actions necessary (to the extent within his or her 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 his or her   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 his or her 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 reasonably determined by the Participant to be necessary in connection with   the enforcement of his or her 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. 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     





 







2      Avaya – Proprietary and Confidential      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 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 2.2 to the contrary, the Participant shall be permitted to retain copies of all Documents evidencing   his or her 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 Vice   President and higher positions as of the date this Award is accepted.  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, 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.         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     





 







3      Avaya – Proprietary and Confidential      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 he or she 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 12-month period   immediately following the termination of his or her 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 which the Participant engages or plans   to engage during such 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 his or her 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     





 







4      Avaya – Proprietary and Confidential      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 he or she 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. Governing Law and Consent to Jurisdiction. The terms of this Appendix I   shall be governed by and interpreted in accordance with the laws of the State of Delaware, as if performed   wholly within the state and without giving effect to the principles of conflicts of law.  In the event of any   alleged breach of this Appendix I, the Participant consents and submits to the exclusive jurisdiction of the   federal and state courts in and of the State of Delaware. The Participant will accept service of process by   registered or certified mail or the equivalent directed to his or her last known address on the books of the   Company, or by whatever other means are permitted by such court.        3.10. 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.         3.11. 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.  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.          3.12. 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     





 







5      Avaya – Proprietary and Confidential      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 to enable the   Company to secure a patent, copyright or other form of protection for said Intellectual Property anywhere   in the world.         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.         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.         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 THAT 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 HE OR SHE BELIEVES MEET THE CRITERIA IN CALIFORNIA LABOR CODE SECTION   2870 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.       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.         





 







6      Avaya – Proprietary and Confidential      “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.       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.       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     





 







7      Avaya – Proprietary and Confidential      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 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. At-Will Employment       This Appendix I does not alter or in any way modify the at-will nature of the Participant’s   employment with the Company.  Accordingly, this Appendix I does not in any way obligate the Company   to retain the Participant’s services for a fixed period or at a fixed level of compensation; nor does it in any   way restrict the Participant’s right or that of the Company to terminate the Participant’s employment at   any time, at will, with or without notice or cause.       10. 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.       11. 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]            





 







8      Avaya – Proprietary and Confidential         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.”