Exhibit 10.1


AVAYA
INVOLUNTARY SEPARATION PLAN FOR SENIOR OFFICERS


PLAN
DOCUMENT


AND


SUMMARY
PLAN DESCRIPTION


(Amended Effective November
2, 2006)


THIS
DOCUMENT, LIKE ALL AVAYA PLANS, PERSONNEL POLICIES OR PRACTICES, IS NOT A
CONTRACT OF EMPLOYMENT.  IT IS NOT
INTENDED TO CREATE, AND IT SHOULD NOT BE CONSTRUED TO CREATE, ANY CONTRACTUAL
RIGHTS, EITHER EXPRESS OR IMPLIED, BETWEEN ANY PARTICIPATING COMPANY AND ITS
EMPLOYEES.  THE PRACTICES AND PROCEDURES
DESCRIBED IN THIS DOCUMENT MAY BE CHANGED, ALTERED, MODIFIED OR DELETED AT ANY
TIME, WITH OR WITHOUT PRIOR NOTICE.


EMPLOYMENT
AT AVAYA IS “AT-WILL”.  THIS MEANS THAT
EMPLOYEES HAVE THE RIGHT TO QUIT THEIR EMPLOYMENT AT ANY TIME AND FOR ANY
REASON, AND AVAYA HAS THE RIGHT TO TERMINATE ANY EMPLOYEE, AT ANY TIME AND FOR
ANY REASON.


IN
THE EVENT THERE IS A CONFLICT BETWEEN STATEMENTS IN THE SEPARATION PLAN AND THE
TERMS OF ANY BENEFIT PLAN, POLICY, OR PRACTICE WITH RESPECT TO THE BENEFITS
PROVIDED THEREIN, THE APPLICABLE BENEFIT PLAN, POLICY OR PRACTICE WILL CONTROL.  THE BOARD OF DIRECTORS OF AVAYA INC. (OR ITS
DELEGATE) RESERVES THE RIGHT, AT ANY TIME, TO MODIFY, SUSPEND, CHANGE, OR
TERMINATE AVAYA’S BENEFIT PLANS, POLICIES OR PRACTICES.



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A.  OVERVIEW


The
Avaya Involuntary Separation Plan for Senior Officers (the “Plan”), effective
as of October 13, 2001 and as amended from time to time, is designed to provide
a specific payment and certain benefit enhancements to eligible Senior Officers
of Avaya Inc. (“Avaya” or the “Company”) and its affiliated companies and subsidiaries
(collectively “Participating Companies”) whose employment is involuntarily
terminated under conditions described in the Plan.


B.  TYPE OF PLAN


Under Section 3 (1) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), this
Plan is classified and is to be interpreted as an employee welfare benefit plan
for purposes of providing specified post employment payments and other
benefits.


C.  PLAN PARTICIPATION


You are a participant in
this Plan (a “Participant”) if you are a regular full-time Senior Officer, who
is on the active roll of the Company (including employees on loan to other
organizations, receiving
benefits under the Avaya Short Term Disability Plan (“STD”) or on a leave of
absence with guaranteed reinstatement rights), and you have been designated “At
Risk” under the Avaya Force Management Program (“FMP”) Guidelines in effect at
that time.  For the purposes of this
Plan, “At Risk” under the FMP Guidelines means a company initiated termination
other than for “cause,” which is defined as follows: (1) conviction (including
a plea of guilty or nolo contendere) of a felony or any crime of theft,
dishonesty or moral turpitude; or (2) gross omission or gross dereliction of
any statutory or common law duty of loyalty to the Company, or (3) any other
violation of Avaya’s Code of Conduct.  “At
Risk “shall not include any termination that is caused by, as a result of or
otherwise related to a “Change in Control” as defined in the Avaya Inc. Special
Severance Plan.  Employees whose termination
is caused by, as a result of or otherwise related to a Change in Control are
not eligible to participate in this Plan.


For
purposes of this Plan, a Senior Officer is the Chief Executive Officer (“CEO”)
of the Company, the Chief Operating Officer (“COO”) of the Company and any
officer of the Company who reports directly to the CEO or COO whose target
award percentage for purposes of the Avaya Inc. Short Term Incentive Plan is
equal to or greater than 70%.


For purposes of this
Plan, Net Credited Service (“NCS”) shall be equal to the Participant’s time on
the U.S. payroll of Avaya or any member of its controlled group of corporations
(within the meaning of section 414(b) of the Internal Revenue Code of



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1986, as amended), while
the corporation is part of the control group, excluding any leave of absence or
disability leave.


The Vice President —
Total Rewards and HR Services of Avaya or his or her delegate shall determine
if and when this Plan, and to what organizations, positions and groups of
employees, this Plan is to be applied.


D.  ELIGIBILITY TO RECEIVE BENEFITS


If you are a Participant,
you are eligible to receive the benefits described in Section F upon the
involuntary termination of your employment pursuant to the terms of this Plan,
on your Scheduled Off-Payroll Date as set forth in Section E.


E.  SCHEDULED OFF-PAYROLL DATE


Your Scheduled
Off-Payroll Date will be the date that is specified in the written notice you
receive confirming your designation as “At Risk”, which date will be thirty
(30) days from the date of that notice.  
It is expected that, subject to the transition requirements of your
business organization, you will use all accrued unused vacation prior to your
Scheduled Off-Payroll Date.  If you are
unable to do so because of business transition needs, you will be paid for
unused vacation days for the current fiscal year and, for California employees
only, any carry-over days approved prior to the beginning of the current fiscal
year.  You will not receive pay in lieu
of floating holidays and designated holidays if these days are not taken prior
to terminating employment, unless required by state law.


F.  PLAN PAYMENTS AND BENEFITS


The Post-Employment
Payments and Benefits described in this Section F of the Plan constitute the
exclusive post-employment payments and benefits that a Senior Officer who is
terminated under the FMP guidelines is entitled to receive and are provided in
lieu of any post-employment benefits available under any other applicable
severance plan, program, policy, individually negotiated separation agreement
or other individual arrangement of or with a Participating Company.


1.  Post-Employment Payment 


A Participant who becomes
eligible to receive benefits under this Plan, shall be entitled to receive a
Post-Employment Payment under this Section F.1. in the amount of one hundred
and fifty percent (150%), of final annual base salary plus Short-term Incentive
target  if the Participant elects to sign
and does not revoke a Termination Agreement and Release in accordance with the
provisions of Section G of this Plan.



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2.  Annual Incentive  


In accordance with the
Short Term Incentive Plan, an employee must be actively at work on the last day
of the annual performance period to be eligible for payment.  Actual payment, if any, will be subject to
both company and individual performance.


3.  Stock Options


Vesting or cancellation
of stock options, restricted stock units or other long-term awards granted
prior to your actual termination date shall be in accordance with the terms and
conditions of the Avaya Inc. Long Term Incentive Program or other long-term
incentive plan or program pursuant to which you have been provided options and
your award agreements.


4.  Financial Counseling


If you are not Service
Pension eligible, you will continue to be eligible for Company paid financial
counseling services for three (3) months after the month in which your
employment terminates, up to your prorated benefit amount.


If you are Service
Pension eligible, you will be entitled to financial counseling services for one
full year from your actual termination date up to your annual benefit amount in
accordance with current practice.


5.  Outplacement Services


You will be entitled to
receive individual services of a Company paid outplacement consultant for one
year from your off roll date, in accordance with customary practice for Senior
Officers.


6.  Other Perquisites


All other Senior Officer
Perquisites will end as of your last day on the active payroll.  These include, but are not limited to: monthly
car allowances, use of company chauffeurs, aircraft, executive travel, etc.


7.  Method of Payment


To receive your
Post-Employment Payment, you must sign the Termination Agreement and Release
(Exhibit “A”) and return it to the Executive Compensation and Benefits Manager
of Avaya within forty-five days of your actual termination date.  The Post Employment Payment shall be paid in
a lump sum within 45 days after receipt of the validly executed and delivered
Termination Agreement and Release, but not sooner than the expiration of the
seven (7) day revocation period during which you may revoke the Termination
Agreement and Release.  Revocation during
that period will result in ineligibility for payment.



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G. TERMINATION AGREEMENT AND
RELEASE


A Participant who is
otherwise eligible to receive a Post Employment Payment under Section F.1 shall
not be entitled to receive any of such benefits until the Participant has
signed a Termination Agreement and Release (a copy of which is attached hereto
as Exhibit “A”) which releases and discharges Avaya, its benefit committees,
and all of its affiliates, subsidiaries, resulting new entities, and the
respective successors and assigns, and the respective shareholders, officers,
directors, employees and members of all of the named entities from all claims,
demands or causes of action of any kind whatsoever arising out of your
employment and the termination of your employment.


H.  WITHHOLDINGS


The amount of the
Post-Employment Payment paid pursuant to this Plan is subject to the
withholding of federal, state and local taxes, FICA (Social Security taxes),
and FUTA and SUTA (unemployment taxes) at the time of payment and will be
reported on IRS form W-2.  Payment will
not be reduced for contributions to, or be recognized under, any Avaya employee
or Senior Officer benefit plan or program.


I.  PAYMENT UPON DEATH, DISABILITY OR LEAVE OF
ABSENCE


1.  Death


If you should die on or
before your actual termination date, no payments will be made or benefits
provided under this Plan.  You will be
treated as if you had died as an active employee and your estate or your
beneficiaries will be entitled to the customary benefits payable upon the death
of an active Senior Officer.  If you
should die after your actual termination date, but before payment is made, your
Post-Employment Payment, if applicable, will be made to your lawful spouse or,
if you are not survived by a lawful spouse, to your estate in a single lump sum
as soon as practicable after your death, provided you or the executor of your
estate has signed and has not revoked a Termination Agreement and Release in
accordance with the provision of Section G of this Plan.


2.  Disability and Leaves of Absence


If you are receiving
disability benefits or you are on a leave of absence with a right to guaranteed
reinstatement prior to terminating employment, any payments under this Plan to
you shall be computed and paid as follows:


(a) 
Employees receiving disability benefits:


No payment under this Plan will be made until your employment is formally
terminated at the time your benefits under the Short Term Disability Plan
stop.  Any payments due under this Plan
shall be reduced by the full amount of any disability benefits paid subsequent
to your Scheduled Off-Payroll Date.



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(b) 
Employees on a leave of absence with guaranteed right of reinstatement:


Payments computed under this Plan will not be payable until after your
employment is formally terminated at the conclusion of your leave of absence.


J.                 FORFEITURE


You will forfeit all or a
portion of your benefits, including the benefits listed under section K, under
the following circumstances:


1.  Re-Employment


If, within one year of
your actual termination date, you become employed by:  (i) Avaya, or (ii) any entity within Avaya’s
controlled group of corporations within the meaning of Section 1563 of the
Internal Revenue Code or (iii) any other company which participates in Avaya’s
U.S. pension plans or (iv) any of the successors or assigns of any of them, you
will be required to repay to Avaya that portion of the Post-Employment Payment
which relates to the part of the year that you are re-employed.  That portion will be determined as follows:
the Post-Employment Payment will be multiplied by a fraction, the numerator of
which is the number of complete months (of the 12 month period following your
actual termination date) during which you were re-employed and the denominator
of which is 12.  The result will be the
amount that you must repay to the Company.


2.  Dispositions and Outsourcing


If,
in connection with, as a result of or in anticipation of a disposition or a
sale of any portion of the stock or assets of Avaya or an outsourcing of any of
Avaya’s products, services, processes or other business concerns a Participant
is offered an opportunity, (i) to perform services as an employee with the
purchaser or service provider or (ii) to provide consulting services or to
otherwise render services to a purchaser or service provider as an employee,
independent contractor, consultant or in any other capacity, full— or part-
time, at any time within the ninety (90) day period immediately following the
participant’s termination of employment with the Company, then such participant
must repay the entire Post Employment Payment described in Section F to the
Company from which his or her employment was terminated and will cease
receiving benefits described in section K effective as of the date of such
hiring.


3.  Violation of Avaya Code of Conduct or
Proprietary Information


Notwithstanding any other
provision of this Plan, if, as determined by the Vice President - Total Rewards
and HR Services of Avaya, you violate Avaya’s Code of Conduct and/or fail to
continue to fulfill your obligations not to disclose the Company’s private,
confidential or proprietary information, you shall not be entitled to receive a
payment or if payment has been made you will be required to repay the Post
Employment Payment in its entirety to the Company.



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K.  MEDICAL, LIFE INSURANCE, AND OTHER BENEFITS


The
provisions regarding medical, dental, and life insurance coverages are outlined
below.    For a description of the
provisions of such coverages, including administration of or rights of
Participants under any of Avaya’s health (include COBRA rights) or life
insurance plans, please consult the applicable plan documents, which control,
and the respective Summary Plan Descriptions for active and retired employees.
In the event there is a conflict between the material in this Plan and the
terms of the respective benefit plan documents, the benefit plan documents will
control and govern the operation of such plans. 
Avaya reserves the right to modify, suspend, change or terminate the
benefit plans described in this Section K at any time and without prior notice
to Participants.


1.  Service Pension Eligible Employees


If
you are eligible to retire with a service pension under the service based
program of the Avaya Inc. Pension Plan for Salaried Employees or the Avaya Inc.
Pension Plan, health and life insurance coverage will be available under the provisions
that normally apply to retiring service pensioners.


2.  Non-Service Pension Eligible Employees


Certain other benefits
are continued for non-service pension eligible Participants as described below:


(a)  Medical
Expense Plan


If you have five or more years of Net Credited Service (NCS) the
Company will pay for your coverage to continue on the same basis as for active
employees under the Medical Expense Plan for six (6) months after the month in
which your employment terminates.  After
that, you can continue coverage under COBRA for up to an additional twelve (12)
months by paying the applicable COBRA rate.


If you have at least one year but less than five years of NCS, the
Company will pay for your coverage to continue on the same basis as for active
employees under the Medical Expense Plan for three (3) months after the month
in which your employment terminates. 
After that, you can continue coverage under COBRA for up to an
additional fifteen (15) months by paying the applicable COBRA rate.


If you have less than one year of NCS, you can continue Medical Expense
Plan coverage under COBRA for up to 18 months after the month in which your
employment terminates by paying the applicable COBRA rate.


If you are enrolled in an HMO at termination, your HMO coverage will be
continued for the same period as described above.  All coverage continued for you and your
eligible dependents will be the same as the coverage provided while you were an
active employee, subject to the terms of the Medical Expense Plan and provided
that you continue to pay your share of the cost of the HMO premium.  Thereafter, continuation of coverage for the
remainder of the COBRA period may be continued by paying the applicable COBRA
rate.



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You should immediately notify the COBRA administrator if you become
covered under another group health plan.


(b)  Dental
Expense Plan


You may continue plan coverage under the Dental Expense Plan under
COBRA for up to 18 months after the month in which your employment terminates
by paying the applicable COBRA rate. 


NOTE:  The
Company provides Participants with up to 18 months of continuing health care
coverage (Medical Expense Plan, Dental Expense Plan, and Health Care
Reimbursement Account Plan) under COBRA when they leave the active payroll, at
the Participant’s expense.  The 18 months
of continuing COBRA coverage will run concurrently with the periods described
above.  The Participant will receive a
COBRA package after he or she leaves the active payroll, including appropriate
current health care coverage options and billing information.


(c)  Life
Insurance


If you are not retiring on a service or disability pension under the
Avaya Inc. Pension Plan for Salaried Employees, your coverage under the Avaya
Inc. Executive Life Insurance Program may continue, at your own expense, for as
long as you continue to pay the premiums after the month in which your
employment actually terminates.


If you are a Service-Based Program participant of the Avaya Inc Pension
Plan for Salaried Employees and you retire on a service or disability pension,
your coverage under the Avaya Inc. Executive Life Insurance Program will
continue, but is subject to reduction from the time of retirement.  The amount of the insurance will be reduced
10% each year, beginning on the first day of your  retirement, until the 50% threshold is
reached.  This coverage will be paid by
the Company.   You will be subject to
imputed income based on the amount of life insurance coverage provided.


(d) Supplementary Life Insurance.  Regardless of retirement eligibility, your
coverage, up to the Plan maximum, can be continued by paying the premiums set
by the Insurer, MetLife, directly to the insurer.   Please contact MetLife at 800-523-2894.


(e) 
Dependent Group Life Insurance.


You may continue plan coverage under the Avaya Inc.
Dependent Group Life Insurance Plan for up to three (3) months after the month
in which your employment terminates by paying the group premium directly to the
insurance carrier.   At the end of the three
(3) month period, you can request conversion to an individual policy by
contacting MetLife, the insurance carrier, at 888-466-8659.


(f)  Basic
Accidental Death and Dismemberment (AD&D).


Your
coverage of one times total annual pay (as defined in the Avaya Inc., Life
Insurance Plan) will continue, at no cost to you,  for six (6) months after the month in which
your employment terminates.  AD&D
insurance cannot be converted to an individual policy.



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(g) Supplementary Accidental Death
and Dismemberment.  


You may continue your coverage, up to the Plan maximum, (as defined in
the Avaya Inc., Life Insurance Plan) for up to six (6) months after the month
in which your employment terminates by paying the group premium directly to the
Insurer, MetLife.  Please contact MetLife
at 888-466-8659.  AD&D insurance
cannot be converted to an individual policy.


(h) 
Dependent Accidental Death and Dismemberment.


You may continue coverage under the Avaya Inc. Dependent AD&D
insurance for up to three (3) months after the month in which your employment
terminates by paying the group premium directly to the Insurer, MetLife.  Dependent AD&D insurance cannot be
converted to an individual policy.


(i) 
Long-Term Care


You may elect to continue coverage through the Insurer, MetLife, by
paying the group premium directly.  Please contact MetLife at 800-438-6388.


(j) 
Reimbursement Accounts


You may continue to submit claims incurred through your last day on the
payroll up to the amount elected for that plan year in the Avaya Inc. Health
Care Reimbursement Account Plan.  You may
also continue to submit claims incurred through the end of the plan year up to
the amount contributed through your last day on the payroll in the Avaya
Child/Elder Care Reimbursement Account Plan. 
Claims under both programs may be submitted through April 15 of the
following year after your termination. 
You may choose to continue to participate in the Avaya Health Care
Reimbursement Account Plan, through COBRA, on an after-tax basis by making
monthly deposits to the account.


(k) Voluntary Benefits Program


Vision coverage can be continued under COBRA for up to 18 months after
the month in which your employment terminates by paying the applicable COBRA
rate.


Legal Service coverage through the Hyatt Legal plan (800-821-600) and
property and casualty insurance through MetLife (800-438-6388) can be continued
by paying the premiums directly to the carriers.  Please contact the carrier directly if you
would like to continue coverage.


(l)            Disability Programs


Coverage under the employee’s short term disability programs ends on
the last day of employment.  Employees
who are receiving short term disability benefits must waive any rights they may
otherwise have to continued short or long term disability benefits in order to
receive the benefits described in Section F.



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3.  END OF COVERAGE


Other than as extended
above, all coverage ceases at the end of the month in which your employment
terminates.  Notwithstanding the above,
all coverage set forth above automatically ends when you become eligible for group
coverage under another plan of any other employer or other organization or if
you fail to pay a required premium or if the conditions set forth in Section J
are met.


4.  OTHER BENEFIT PLAN AGREEMENTS.


If
you were an employee of any entity at the time the stock or assets of such
entity were acquired by the Company, and you became an employee of the Company
through such acquisition, any agreements entered into by the Company, which
apply to Participants, will control, where relevant, with respect to the
benefits available to you under the Plan.


L.  BENEFIT CLAIM AND APPEAL PROCEDURES


1.  Claim Procedure


Any Participant in the
Plan, or a person duly authorized by a Participant, may file a claim in writing
for benefits under this Plan if the Participant believes he or she has not
received benefits to which he or she was entitled under the Plan.  Such a claim may only relate to a matter
under the Plan and not any matter under the FMP Guidelines or any other
Participating Company policy, practice or guideline.


The written claim should
be sent to the Vice President — Total Rewards and HR Services of Avaya, 211 Mt.
Airy Road, Basking Ridge, NJ 07920.  The
written claim should be sent within 60 days of the date of the occurrence of
facts giving rise to the claim.


If the claim is denied,
in whole or in part, the claimant will receive written notice from the Vice
President, Total Rewards and HR Services or his or her delegate.  The information will be provided within 90
days of the date the claim was received.


The written notice will include:


·                  the specific
reason or reasons for the denial;


·                  specific
reference to pertinent Plan provisions on which the denial was based;


·                  a description of
any additional material or information necessary to perfect the claim and an
explanation of why such material or information is necessary;  and


·                  appropriate
information as to the steps to be taken if the Participant, spouse, heirs or
estate or representative desires to submit the claim for review.


In some cases, more than
90 days may be needed to make a decision. 
In such cases, the claimant will be notified in writing, within the
initial 90-day period, of the reason more time is needed.  An additional 90 days may be taken to make
the decision if the claimant is sent such a notice.  The extension notice will show the date by
which the decision will be sent.  If no
response is received within the 90-day period, the claim is considered denied.



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2.  Appeal
Procedure


A claimant may use this
procedure to appeal a denied claim if:


·                  no reply at all
is received by the claimant within 90 days after filing the claim;


·                  a notice has
extended the time an additional 90 days and no reply is received within 180
days after filing the claim;  or


·                  written denial
of the claim for benefits or other matters is received within the proper time
limit and the claimant wishes to appeal the written denial.


If a claim for benefits
is denied, in whole or in part, either expressly or by virtue of the
Participant not having received a reply, the Participant, or other duly
authorized person may appeal the denial in writing within 60 days after the
denial is or should have been received. 
Written request for review of any denied claim or any other disputed
matter should be sent directly to Avaya Inc. Attn:  Employee Benefits Committee, 211 Mount Airy
Road, Basking Ridge, NJ 07920.


The Avaya Inc. Employee
Benefits Committee (the “EBC”) serves as the final review committee under the
Plan for all Participants.  The EBC has
sole and complete discretionary authority to determine conclusively for all
parties and in accordance with the terms of the documents or instruments
governing the Plan, and all questions arising from the administration of the
Plan and interpretation of all plan provisions, determination of all questions
relating to participation of eligible employees and eligibility for benefits,
determination of all relevant facts, the amount and type of benefits payable to
any Participant, spouse, heirs or estate, and the construction of all terms of
the Plan.  All determinations and
decisions of the EBC are conclusive and binding on all parties and not subject
to further review.


Unless the EBC sends
notice in writing that the claim is a special case needing more time, the EBC
will conduct a review and decide on the appeal of the denied claim within 60
days after receipt of the written request for review.  If more time is required to make a decision,
the EBC may have 60 days, a total of 120 days, to make its decision.


If the claimant sends a
written request of a denied claim, the claimant has the right to:


(i)                                                              Review
pertinent Plan documents which may be obtained by following the procedures
described in this Plan document, and


(ii)                                                           Send
to the EBC a written statement of the issues and any other documents in support
of the claim for benefits or other matters under review.


The EBC decision shall
include specific reasons for the decision as well as specific references to the
pertinent Plan provisions on which the decision is based.  If the EBC does not give its decision on
review within the appropriate time span, the claimant may consider the claim
denied.


Please
note that the Plan requires that a Participant pursue all the claim and appeal
rights described above before seeking any other legal recourse regarding claims
for benefits.



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M.  ERISA RIGHTS STATEMENT


All employees eligible
for benefits under this Plan are Plan Participants.  Participants in this Plan are entitled to
certain rights and protection under ERISA. 
ERISA provides that all Plan Participants shall be entitled to:


·                  Examine,
without charge, at the office of the Plan Administrator, at 211 Mt. Airy Road,
Basking Ridge, NJ 07920, the Plan documents and copies of all documents filed
by this Plan with the U.S. Department of Labor, such as detailed annual reports.  A reasonable fee or charge may be imposed for
such copies.


In addition to creating
rights for Plan Participants, ERISA imposes duties upon the people who are
responsible for the operation of employee benefits plans.  The people who operate this Plan, called “fiduciaries”
of this Plan, have a duty to do so prudently and in the interest of all Plan
Participants.  No one, including a
Participant’s employer or any other person may fire or otherwise discriminate
against a Participant in any way for the purpose of preventing a Participant
from obtaining a benefit or exercising rights under ERISA. If any claim for a
Plan benefit is denied, in whole or in part, the person whose claim was denied
must receive a written explanation of the reason for the denial.  Such a person has the right to have the Vice
President, Total Rewards and HR Services or his or her delegate and/or the EBC
review and reconsider that claim (see Section Q, entitled “Benefit Claim and
Appeal Procedures”).


Under ERISA, there are
steps to take to enforce the above rights. 
For instance, if materials from this Plan are requested but not received
within 30 days, the person making the request may file suit in a federal court.  In such cases, the court may require the
Participating Company to provide the materials and pay that person up to  $110 a day until the materials are received,
unless they were not sent because of reasons beyond the control of the
Company.  Anyone whose claim for benefits
is denied after final review or ignored, in whole or in part, may file suit in
a state or federal court.  Anyone who is
discriminated against for asserting rights under this Plan may seek assistance
from the U.S. Department of Labor or may file suit in a federal court, but an
action relating to a claim for benefits may not be filed prior to exhausting
the claim and appeal procedure under this Plan. The court will decide who will
pay court costs and legal fees.  If that
person is successful, the court may order the party that was sued to pay these
costs and fees.  If that person loses,
the court may order him or her to pay these costs and fees if, for example, it
finds that the claim was frivolous.


Anyone who has questions
about this Plan should contact the Plan Administrator, Executive Compensation
and Benefits Manager at, 211 Mt. Airy Road, Basking Ridge, NJ 07920.  Anyone who has questions about this statement
of Participants’ rights, or about rights under ERISA, should contact the
nearest office of the U.S. Labor - Management Services Administration, Department
of Labor.



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N.  PLAN ADMINISTRATOR


Avaya Inc., 211 Mount
Airy Road, Basking Ridge, NJ 07920, is the Plan Administrator of the Plan.
Avaya and each of its subsidiary companies that are covered by the Plan have
delegated administrative authority and responsibility to the Avaya Inc.
Employee Benefits Committee (“EBC”).  The
EBC is located at Avaya Inc. 211 Mt. Airy Rd, Basking Ridge, NJ  07920. 
The Vice President, Total Rewards and HR Services of Avaya or his or her
delegate is the named fiduciary of this Plan who makes determinations
concerning when and to what positions or groups payments should be made in
Avaya.    The EBC is also a named
fiduciary and is the final review committee under the Plan.  


O.  EMPLOYER AND PLAN IDENTIFICATION NUMBERS


This Plan is identified
by the following number under Internal Revenue Service rules:


Employer ID #
22-3713430 assigned by the IRS.


Plan # 531
assigned by Avaya.


P. AMENDMENT AND TERMINATION.


Pursuant to Section
402(b)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
the Board of Directors of Avaya Inc. (“Board”), or its authorized
representative pursuant to delegated authority (“Delegate”), may from time to
time amend, modify or change this Plan at any time, and the Board or its Delegate
may terminate this Plan at any time. Plan amendments may include, but are not
limited to, elimination or reduction in the level or type of benefits provided
to any class or classes of employees (and their spouses and dependents).


Q.  PLAN DOCUMENTS


This document is both the
Summary Plan Description and the official Plan document which regulates the
operation of this Plan.


R.  LEGAL PROCESS.


Process can be served on
the Plan or Avaya Inc., as Plan Administrator, by directing such legal service
to Avaya Inc., 211 Mt. Airy Road, Basking Ridge, NJ  07920, Attention:  Vice President — Total Rewards and HR
Services



 13
 






 



S.  ASSIGNMENT OR ALIENATION


No payment or benefits
under this Plan or any right or interest in such payments or benefits shall be
assignable or subject in any manner to anticipation, alienation, sale,
transfer, assignment, claims of creditors, garnishment, pledge, execution,
attachment or encumbrance of any kind, including, but not limited to, pursuant
to any domestic relations order (within the meaning of Section 206(d)(3) of
ERISA and Section 414(p)(1)(B) of the Internal Revenue Code) and any such
attempted disposition shall be null and void. 
The payment and benefits hereunder or the right to receive future
payment or benefits under the Plan may not be anticipated, alienated, sold,
transferred, assigned, pledged, executed upon, encumbered, or subjected to any
charge or legal process; no interest or right to receive a payment or benefit
may be taken either voluntarily or involuntarily, for the satisfaction of the
debts of, or other obligation or claims against such person or entity,
including judgment or claims for alimony, support, separate maintenance and
claims in bankruptcy proceedings.


T.             TERMS AND CONDITIONS OF EMPLOYMENT.


This document is not a
contract of employment.  It is not
intended to create, and it should not be construed to create, any contractual
rights, either express or implied, between you and the Company.  The employment relationship between the
Company and the employees covered by the Plan is “at-will”.  This means that employees have the right to
quit their employment at any time and for any reason, and the Company reserves
the right to terminate any employee’s employment, with or without cause, at any
time for any reason.


U.             FUNDING.


Payments made under the
Plan will be paid out of the general assets of the Company.


V.            CONTROLLING LAW.


The Plan shall be
construed, administered and governed according to the laws of the State of New
Jersey, except to the extent preempted by federal law, which shall in that case
control.



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In Witness whereof the Company has caused this Plan,
as amended, to be  effective as of the 2nd day of November, 2006


	
  AVAYA INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Roger Gaston

  	
  Date

  
	
   

  	
  Sr. Vice President — Human Resources

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  



 



 15
 






 



 


	
  “Exhibit A”

  	
   

  	
  

  



Termination
Agreement & Release


In
consideration of the fact that I have voluntarily and of my own free will
elected to accept a Post Employment Payment and that Avaya Inc. (“Avaya Inc.”
or “the Participating Company”) has agreed to pay me the Post Employment
Payment, subject to the terms and limitations of the Avaya Inc. Involuntary
Separation Plan for Senior Officers, I acknowledge and agree to the following:


1.               I have been told by the Participating Company,
and I understand, that I may elect, at my option, to receive a Post Employment
Payment, but that my election to receive the Post Employment Payment is
expressly conditioned upon my signing a Termination Agreement and Release on or
after the date of my termination from the Participating Company, and returning
it to my Force Management Coordinator.


2.               I realize that there are various state and
federal laws that govern my employment relationship with the Participating
Company and/or prohibit employment discrimination on the basis of age, color,
race, gender, sexual preference/orientation, marital status, national origin,
mental or physical disability, religious affiliation or veteran status and that
these laws are enforced through the courts and agencies such as the Equal
Employment opportunity Commission, Department of Labor and State Human Rights
Agencies.  Such laws include, but are not
limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, as amended, 42 U.S.C. Section 1981, and state and local laws
prohibiting discrimination on the basis of age, etc.  In consideration of the Post Employment
Payment provided for in this Termination Agreement and Release, I intend to
give up any rights I may have under these or any other laws with respect to my
employment and termination of employment at the Participating Company and
acknowledge that the Participating Company (including its subsidiaries and
affiliates) has not (a) discriminated against me, (b) breached any express or
implied contract with me, or (c) otherwise acted unlawfully toward me.


3.               On behalf of myself, my heirs, executors,
administrators, successors and assigns, I release and discharge Avaya Inc.
(including any “resulting new entity” as defined in the Separation Plan), the
various Avaya Inc. Benefit Committees, and their successors, assigns,
subsidiaries, affiliates, shareholders, directors, officers, representatives,
agents and employees (collectively “Releasees”) from any and all claims
(including claims for attorneys’ fees and costs), charges, actions and causes
of action with respect to, or arising out of, my employment or termination of
employment with the Participating Company.  This includes, but is not limited to, claims
arising under federal, state, or local laws prohibiting age, color, race,
gender, sexual preference/orientation, marital status, national origin, mental
or physical disability, religious affiliation or veteran status or any other
forms of discrimination or claims growing out of the Participating Company’s
termination of its employees.  It also
includes claims based on theories of contract or tort, whether based on common
law or otherwise.


This agreement does not limit
my right to file charges with government agencies, but with respect to any
charges that have been or may be filed concerning events or actions relating to
my employment or the termination of my employment and which occurred on or
before the date of this Termination Agreement and Release, I additionally waive
and release any right I may have to recover in any lawsuit or proceeding
brought by me, an administrative agency, or any other person on my behalf or
which includes me in any class.


(For employees working in
California) Section 1542 of the Civil Code of the State of California states:


“A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the Release, which if known by him must have
materially affected his settlement with the debtor.”


Notwithstanding the
provisions of Section 1542, and for the purpose of implementing a full and
complete release and discharge of all Releases, I expressly acknowledge that
this Termination Agreement and Release is intended to include not only claims
that are known, anticipated or disclosed, but also claims that are unknown,
unanticipated and undisclosed.


4.               Subject to Paragraph 5 herein, I covenant and
agree not to bring any action, suit or administrative proceeding contesting the
validity of this Termination Agreement and Release or attempting to negate,
modify or reform it, nor to sue any Releasee for any reason arising out of my
employment or termination thereof.


5.               I understand that this Termination Agreement
and Release in no way affects any rights I may have for benefits under the
Avaya Inc. Pension Plan for Salaried Employees (APPSE) or the Avaya Inc.
Pension Plan (APP).


6.               I have no knowledge of any wrongdoing
involving improper or false claims against a federal or state governmental
agency, or other wrongdoing that involves me or other present or former
Participating Company employees.


7a    I recognize and acknowledge that during my
employment with Avaya I have had access to highly confidential and proprietary
Company information and trade secrets (“Proprietary Information,” as described
herein) and the use, misappropriation or disclosure of  Proprietary Information would cause
irreparable injury to Avaya; and it is essential to the protection of Avaya’s
good will and to the maintenance of Avaya’s competitive position that
Proprietary Information be kept secret and that I may not disclose  Proprietary Information to others or use any
Proprietary Information to my own advantage or the advantage of any third
parties.  For purposes of this Agreement,
the term 



 16
 






 



                        “Proprietary Information” shall include any
and all information, in any form whatsoever, including but not limited to, hard
copy, computer floppy diskette, CD, CD-ROM drive, information retained in
electronic storage, or other information storage means, relating to Avaya’s
technology; techniques; processes; tools; research and development; market
research, data and strategy; and, information relating to sales, pricing and
customers, including customer-specific sales information, pricing policies and
strategies


7b.        I further recognize and acknowledge that it is vital for the proper
protection of Avaya’s legitimate interests that during the term of my
employment and for a period of one (1) year from the date of termination of my
Avaya employment, and in exchange for the consideration I have received in this
Agreement I may not directly or indirectly: (i) solicit, induce, or attempt to
induce employees of Avaya or any affiliate of Avaya to terminate their
employment with, or otherwise cease their relationship with Avaya or any
affiliated company; or (ii)  solicit,
induce, hire or attempt to solicit, induce or hire any employee of Avaya to
work or provide services to any third party; or (iii) solicit to divert or take
away or attempt to divert or to take away, the business or patronage of any of
Avaya’s clients, customers or accounts, or prospective clients, customers or
accounts.  Provided, however, that
insofar as the restrictions set forth in this paragraph prohibit the
solicitation, inducement or attempt to hire a licensed attorney who is employed
at Avaya, they shall not apply to me if I am a licensed attorney and the
restrictions contained herein are illegal, unethical or unenforceable under the
laws, rules and regulations of the jurisdiction in which I am licensed as an
attorney.


7c.         I agree that I will not in any way disparage Avaya Inc., its products,
services, employees, officers, directors or its former employees, officers or
directors at any time.


7d.        I agree that if I violate the terms of this Section 7 (including any of
its subsections), Avaya may recover the payment made to me under this Agreement
and I agree to repay Avaya such payment within ten (10) business days of Avaya’s
demand of me in writing.  Further,
insofar as any violation of this Section 7 (including any of its subsections)
may cause harm or injury to Avaya which may not be calculable or remedial by
way of monetary damages, I understand and acknowledge that Avaya may initiate
an action in law or in equity to prevent me from engaging in any conduct which
is in violation of this Section 7 (including any of its subsections).


7e.         If any restriction set forth in this Section 7 (including any of its
subsections) is found by a court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too great a range of
activities or in too broad a geographic area, it shall be interpreted to extend
over the maximum period of time, range of activities or geographic areas as to
which it may be enforceable.


7f.           I understand and agree that the restrictions contained in this Section 7
(including any of its subsections) are necessary for the protection of the
business and goodwill of Avaya and is expressly considered by me to be
reasonable for such purpose.


8.               The construction, interpretation and
performance of this Termination Agreement and Release shall be governed by the
laws of the state in which I am working on the date of my termination from the
Participating Company’s payroll, except that state’s conflict of laws rules.


9.               In the event that any one or more of the
provisions contained in this Termination Agreement and Release shall for any
reason be held to be unenforceable in any respect under the law of any state or
of the United States of America, such unenforceability shall not affect any
other provisions of this Release, but, with respect only to that jurisdiction
holding the provision to be unenforceable, this Release shall then be construed
as if such unenforceable provision or provisions had never been contained
herein.


10.         I understand that, pursuant to the Older Workers Benefit Protection Act
of 1990, I have the right and have been advised to consult with an attorney
before signing the Termination Agreement and Release, I have 21 days to
consider the Release before signing it, and I may revoke the Release within
seven (7) calendar days after signing it. 
For revocation to be effective, written notice must be received by the
Participating Company no later than the close of business on the seventh day
after I sign this Termination Agreement and Release.  I understand that this revocation can be made
by delivering the written notice of revocation to the Executive Compensation
and Benefits Manager (below).


11.         This Termination Agreement and Release contains the entire agreement
between the Participating Company and me and fully supersedes any and all prior
agreement or understandings pertaining to the subject matter hereof.  I represent and acknowledge that in executing
this Termination Agreement and Release, I have not relied upon any
representation or statement not set forth herein made by any of the Releases or
by any of the Release’s agents, representatives or attorneys with regard to the
subject matter of this Agreement.


12.         All defined terms used in this Termination Agreement and Release shall
have the same meaning as the Separation Plan.



 17
 






 



BY
SIGNING THIS TERMINATION AGREEMENT AND RELEASE, I STATE THAT; I HAVE READ IT; I
UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AGREE WITH
EVERYTHING IN IT; I WAS ADVISED TO, AND I AM AWARE OF MY RIGHT TO CONSULT AN
ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.


	
  

  	
   

  	
  Return this Release to:

  
	
  Employee
  Signature

  	
   

  	
  Avaya Inc.

  
	
   

  	
   

  	
  Executive Comp and Benefits

  
	
   

  	
   

  	
  Attn:  Jill
  Bergenty

  
	
  Employee Name
  Printed

  	
   

  	
  Room 3E 025B

  
	
   

  	
   

  	
  211 Mt. Airy Road

  
	
   

  	
   

  	
  Basking Ridge, NJ 
  07920

  
	
  Home Phone
  Number

  	
   

  	
   

  
	
   

  	
   

  	
  Confidential fax number:  908-953-3317

  
	
   

  	
   

  	
   

  
	
  Social Security
  Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date (this date
  must be the off-role date or later)

  	
   

  	
   

  



 



 18