Exhibit 10.3


Summary of the
Avaya Inc. Non-Employee Director Compensation Program

(as of November 2,
2006)


The following amounts are payable to non-employee Directors
of Avaya Inc. (the “Company”) in connection with their service on the Company’s
Board of Directors (the “Board”):


·                  Upon becoming a member of the Board, each new
non-employee Director receives an inaugural grant of restricted stock units
having a total value on the date of grant of $50,000. The restricted stock
units are placed in that Director’s deferred share account under the Company’s
Deferred Compensation Plan, and, assuming they have vested, the underlying
shares are distributed to that Director upon retirement from the Board.


·                  All non-employee Directors receive an annual
retainer of $100,000.


·                  The non-executive Chairman of the Board
receives an additional annual retainer of $35,000 for service in that role.


·                  The Lead Director of the Board receives an
additional annual retainer of $25,000 for service in that role.


·                  The chairpersons of the following committees of
the Board receive the following additional amounts for chairing those committees:




	
  ·

  	
   

  	
  Audit

  	
   

  	
  $20,000

  
	
  ·

  	
   

  	
  Compensation

  	
   

  	
  $10,000

  
	
  ·

  	
   

  	
  Governance

  	
   

  	
  $10,000

  
	
  ·

  	
   

  	
  Finance

  	
   

  	
  N/A

  






 


·                  Non-employee Directors receive the following additional
amounts for serving as members of the following committees, which amounts are incremental
for committee chairpersons:




	
  ·

  	
   

  	
  Audit

  	
   

  	
  $10,000

  
	
  ·

  	
   

  	
  Compensation

  	
   

  	
  $5,000

  
	
  ·

  	
   

  	
  Governance

  	
   

  	
  $5,000

  
	
  ·

  	
   

  	
  Finance

  	
   

  	
  $2,500

  






 


The retainers are payable as of March 1 of each
fiscal year.  Directors do not receive
separate meeting fees.


Non-employee Directors are required to elect to
receive at least 50% of their retainers in the Company’s common stock, to be
received either at the time of payment of their retainers or to be placed in
their deferred share accounts under the Company’s Deferred Compensation Plan.
Any remaining amounts may be paid in cash, but in no event is the cash paid
permitted to exceed 50% of their retainers.


Directors can elect to defer all or part of the cash
portion of their retainers under the Company’s Deferred Compensation Plan. The
interest rate on cash deferrals is determined by the Board.


The
Company also provides non-employee Directors with travel accident insurance
when traveling in connection with Company-related business. The Company does
not provide a retirement plan or other perquisites for non-employee Directors. 
Directors have an opportunity to participate in the Avaya Product Program for
Directors, in which certain Avaya products (specifically, an Avaya IP Office
system for one location with up to 20 telephones) and associated maintenance
services are provided at no charge; however, the equipment and the related maintenance
is taxable as income to any Director that chooses to participate, and the
Company provides a gross-up for the resulting taxes.