exhibit107ahccashlongter







Exhibit 10.7   AVAYA HOLDINGS CORP.   CASH LONG-TERM INCENTIVE PLAN      Effective as of May 19, 2016         1. PURPOSE. The purpose of the Avaya Holdings Corp. Cash Long-Term   Incentive Plan (the “Plan”) is to provide cash incentives to selected employees of Avaya   Holdings Corp. and its subsidiaries (collectively, the “Company”) who are expected to be in a   position to increase the value of the Company through their efforts. The Plan will reward   individuals based on their performance and that of the Company and it is designed to enhance the   ability of the Company to attract and retain individuals of exceptional talent upon whom, in large   measure, the sustained progress, growth and profitability of the Company depends.      2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings   set forth below:      (a) “Administrator” shall mean the CEO or any delegate of the CEO.      (b) “Award” shall mean a cash payment.      (c) “Award Agreement” shall mean a written agreement between the Company and   the Participant evidencing the Award.        (d) “Board” shall mean the Board of Directors of Avaya Holdings Corp.      (e) “Cause” shall mean:    (i) If the Participant is a party to an Employment agreement with the Company and   such agreement provides for a definition of Cause, the definition contained   therein; or    (ii) If no such agreement exists or if such agreement does not define Cause, (A) a   material breach by the Participant of the Participant’s duties and responsibilities   which is not promptly remedied after the Company gives the Participant written   notice specifying such breach, or (B) the commission by the Participant of a   felony, or (C) the commission by the Participant of theft, fraud, a material breach   of trust or any material act of dishonesty involving the Company, or (D) a   significant violation by the Participant of the code of conduct of the Company or   of any statutory or common law duty of loyalty to the Company.     (f) “CEO” means the Chief Executive Officer of Avaya Holdings Corp.       (g) “Change in Control” means the first (and only the first) to occur of the   following:    (i) the consummation of a merger, sale, transfer, conveyance or transaction involving   Avaya Holdings Corp., Avaya Inc. or its or their affiliates, such that, immediately   following such transaction or disposition (or series of related transactions or     





 







- 2 -      dispositions), the Sponsors and their affiliates beneficially own securities   representing less than fifty percent (50%) of the voting power of all outstanding   voting securities of Avaya Holdings Corp.;    (ii) the disposition, by the Sponsors and their affiliates, in one or a series of   transactions, of the equity securities of Avaya Holdings Corp., such that the   Sponsors and their affiliates beneficially own securities representing less than   fifty percent (50%) of the voting power of all outstanding voting securities of   Avaya Holdings Corp.; or    (iii) the consummation of the sale, lease, transfer, conveyance or other disposition, in   one or a series of transactions, of all or substantially all of the assets of Avaya   Holdings Corp., Avaya Inc. and their subsidiaries taken as a whole, to any   “person” (as such term is defined in Section 13(d)(3) of the Securities Exchange   Act of 1934, as amended) other than to a Sponsor or any of its affiliates.   (h) “Change in Control Period” means the period commencing on the first date on   which a Change in Control occurs and ending on the second anniversary of such date.      (i) “Code” means the United States Internal Revenue Code, as may be amended   from time to time, and the regulations promulgated thereunder.      (j) “Committee” shall mean the Compensation Committee of the Board (or any   successor committee or delegate appointed by the Board).       (k) “Disability” means a disability that would entitle the Participant to long-term   disability benefits under the Company’s or any of its subsidiaries’ long-term disability plans to   which the Participant participates.  Notwithstanding the foregoing, in any case in which a benefit   that constitutes or includes “nonqualified deferred compensation” subject to Code Section 409A   would be payable by reason of Disability, the term “Disability” shall mean a disability described   in Treas. Regs. Section 1.409A-3(i)(4)(i)(A).        (l) “Employment” means the employment relationship with the Company.  A   Participant who receives an Award in his or her capacity as a Company employee will be   deemed to cease Employment when the employee-employer relationship with the Company   ceases.  If a Participant’s relationship is with a subsidiary of the Company and that subsidiary   ceases to be a subsidiary of the Company, the Participant will be deemed to cease Employment   when the entity ceases to be a subsidiary of the Company unless the Participant transfers   Employment to the Company or its remaining subsidiaries.  In any case where a cessation of a   Participant’s Employment would affect the Participant’s rights to payment under an Award that   includes nonqualified deferred compensation subject to Code Section 409A, references to   cessation of Employment shall be construed to require a “separation from service” as defined in   Code Section 409A.      (m) “Good Reason” means any of the following, in each case, without the   Participant’s consent:     





 







- 3 -      (i) any material diminution of the Participant’s responsibilities or authority or the   assignment of any duties inconsistent with his or her position, from those in effect   immediately prior to a Change in Control;    (ii) a reduction of the Participant’s annual base salary and/or bonus as in effect on the   date of a Change in Control or as the same may be increased from time to time;    (iii) a relocation of the Participant’s principal office location more than fifty (50)   miles from the Company’s offices at which the Participant is based prior to a   Change in Control (except for required travel on the Company’s business to an   extent substantially consistent with the Participant’s business travel obligations   immediately prior to the Change in Control);    (iv) any material breach by the Company or its affiliates of any other written   agreement with the Participant that remains uncured for ten (10) days after written   notice of such breach is given to the Company; or    (v) the failure of the Company to obtain the assumption in writing of its obligations   under this Plan or any Award Agreement by any successor to all or substantially   all of the assets of the Company.     The Participant’s right to terminate the his or her Employment for Good Reason will not be   affected by his or her incapacity due to physical or mental illness. The Participant’s continued   Employment will not constitute consent to, or a waiver of rights with respect to, any act or   failure to act that constitutes Good Reason.  Notwithstanding the foregoing, the occurrence of an   event that would otherwise constitute Good Reason will cease to be an event constituting Good   Reason, if the Participant does not timely provide notice to the Company within ninety (90) days   of the date on which the Participant first becomes aware of the occurrence of that event.  The   Company shall have fifteen (15) days following receipt of the Participant’s written notice in   which to correct in all material respects the circumstances constituting Good Reason, and the   Participant must terminate Employment within sixty (60) days following expiration of the   Company’s fifteen (15)-day cure period.  Otherwise, any claim of such circumstances   constituting “Good Reason” shall be deemed irrevocably waived by the Participant.  For   purposes of this Plan, the Executive’s good faith determination of “Good Reason” shall be   conclusive.   (n) “Participant” shall mean any person selected by the Administrator to participate   in the Plan.      (o) “Performance Criteria” shall mean specified criteria the satisfaction of which is   a condition for the grant, vesting or full enjoyment of certain Awards.  Performance Criteria may   be based on individual performance, other Company and business unit financial objectives,   customer satisfaction indicators, operational efficiency measures, and other measurable   objectives tied to the Company’s success or such other criteria as the Administrator or the   Committee shall determine.         (p) “Sponsors” means each of (i)(A) Silver Lake Partners II, L.P., (B) Silver Lake   Technology Investors II, L.P., (C) Silver Lake Partners III, L.P., and Silver Lake Technology   Investors III, L.P. and their respective affiliates who become stockholders of the Company, and     





 







- 4 -      (ii)(A) TPG Partners V, L.P., (B) TPG FOF V-A, L.P., (C) TPG VOV F-B, L.P. and their   respective affiliates who become stockholders of the Company.       3. ELIGIBILITY.       (a) Individuals employed by the Company are eligible to be Participants under the   Plan and may be considered for an Award.  The Administrator will select Participants from   among those individuals employed by the Company who, in the opinion of the Administrator, are   in a position to make a significant contribution to the success of the Company.      (b) An employee is not rendered ineligible to be a Participant by reason of being a   member of the Board.  Nothing in this section shall be construed to entitle a Participant to an   Award.      4. AWARDS - GENERAL.       (a) Subject to the limitations provided herein, the Administrator will determine the   terms of all Awards, including, without limitation, the vesting terms and the Performance   Criteria (if any).  In addition, the amount paid to a Participant with respect to an Award shall be   determined in the sole discretion of the Administrator or in the sole discretion of such person or   committee empowered by the Administrator; provided, however, that in accordance with the   Committee’s charter (as then in effect), the Committee, after consideration of the Administrator’s   recommendation, will determine the terms and amounts of each Award to certain Company   officers.        (b) The Administrator will furnish to each Participant an Award Agreement setting   forth the terms applicable to the Participant’s Award, including, without limitation, the vesting   terms and the Performance Criteria (if any).  By entering into an Award Agreement, the   Participant agrees to the terms of the Award and of the Plan.      (c) Cash payouts of vested Awards will be made by the Company through payroll as   soon as practicable after completion of a particular vesting period.       5. OTHER CONDITIONS.       (a)  No person shall have any claim to an Award under the Plan and there is no   obligation for uniformity of treatment of Participants under the Plan.  Awards under the Plan   may not be assigned or alienated.      (b) Neither the Plan nor any action taken hereunder shall be construed as giving to   any Participant the right to be retained in the employ of the Company.       (c) The Company shall have the right to deduct from any Award to be paid under the   Plan any federal, state or local taxes required by law to be withheld with respect to such   payment.         





 







- 5 -      (d) Awards under the Plan will not be included in base compensation or covered   compensation under the retirement programs of the Company for purposes of determining   pensions, retirement and/or death related benefits.      6. EFFECT OF TERMINATION OF EMPLOYMENT. Subject to Section 7   below, if a Participant’s Employment with the Company is terminated for any reason (including,   without limitation, by the Company with or without Cause, by the Participant or due to death or   Disability) before the Award is paid, then any outstanding and unvested Award shall be   automatically forfeited.  For the avoidance of doubt, vested but unpaid Awards will be paid (to   the extent vested).  Notwithstanding the foregoing, the Award(s) of a Participant who is on a   Company-approved leave of absence or a leave of absence permitted or required under any law   or regulation within the country of local jurisdiction in which such Participant’s Employment is   based will not be automatically forfeited under this section.        7. EFFECT OF TERMINATION OF EMPLOYMENT IN CONNECTION   WITH A CHANGE IN CONTROL. If a Participant’s Employment with the Company is   terminated during the Change in Control Period (a) by the Company for any reason other than for   Cause, (b) by the Participant for Good Reason or (c) due to the Participant’s death or Disability,   the vesting of all outstanding Awards granted to such Participant shall be accelerated and such   Awards shall be fully vested as of the Participant’s final day of Employment with the Company.      8. PLAN ADMINISTRATION.       (a)  The Administrator shall have full discretionary power to administer and interpret   this Plan and to establish rules for its administration (including the power to delegate authority to   others to act for and on behalf of the Administrator).  In making any determinations under or   referred to in this Plan, the Administrator and its delegates, if any, may, but are not required, to   rely on opinions, reports or statements of employees of the Company and of counsel, public   accountants and other professional or expert persons.      (b) This Plan shall be governed by and interpreted under the laws of the State of   Delaware, without regard to the conflicts of laws provisions thereof.      9. MODIFICATION OR TERMINATION OF PLAN. The Board or the   Committee may modify or terminate this Plan at any time, effective as of such date as the Board   or the Committee, respectively, may determine.  Notwithstanding the foregoing, any authorized   officer of the Company, with the concurrence of the Company’s legal advisors, shall be   authorized to make minor or administrative changes in this Plan or changes required by or made   desirable by law or government regulation. Such a modification may affect present and future   Participants.       10. TERM OF THE PLAN.  This Plan shall continue in full force and effect until   such time as it is terminated by the Board or the Committee in accordance with Section 9.       11. SUCCESSORS.  All obligations of the Company under this Plan, with respect to   Awards granted hereunder, shall be binding upon any successor to the Company.  The Company     





 







- 6 -      shall require any successor (whether direct or indirect, by purchase, merger, consolidation or   otherwise) to all or substantially all of the business and/or assets of the Company to assume   expressly and agree to perform its obligations under this Plan and/or any Award Agreement in   the same manner and to the same extent that the Company would be required to perform it if no   such succession had taken place. As used in this Plan, “Company” shall mean the Company as   hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes   and agrees to perform this Agreement by operation of law, or otherwise.       12. OTHER COMPENSATION ARRANGEMENTS.  The existence of the Plan or   the grant of any Award will not in any way affect the right of the Company to award a person   bonuses or other compensation in addition to Awards under the Plan.      13. COMPLIANCE WITH CODE SECTION 409A.  It is the intent that this Plan   comply with the requirements of Code Section 409A so that none of the payments to be provided   hereunder will be subject to the additional tax imposed under Code Section 409A (including,   without limitation, that, notwithstanding anything herein to the contrary, no payout of a vested   Award will occur later than the later of (a) the fifteenth day of the third month of the Company’s   fiscal year following the date such Award vested, or (b) the fifteenth day of the third month of   the calendar year following the date the Award vested), and any ambiguities herein will be   interpreted to so comply.      14. CLAWBACK.  Notwithstanding any other provisions in this Plan, to the extent   that an Award is subject to recovery under any law, government regulation or stock exchange   listing requirement, the Award will be subject to such deductions and/or clawback as may be   required to be made pursuant to such law, government regulation or stock exchange listing   requirement (or any policy adopted by the Company pursuant to any such law, government   regulation or stock exchange listing requirement).      [no more text on this page]        





 







       [Signature Page to Avaya Holdings Corp. Cash Long-Term Incentive Plan]   IN WITNESS WHEREOF, the Company has caused this Plan to be adopted and executed   as of the date first listed above.         AVAYA HOLDINGS CORP.               By: __/s/ David Vellequette_____   Name: David Vellequette   Title:   Senior Vice President and   Chief Financial Officer