Exhibit 10.2


AVAYA  INC. 
2004 LONG  TERM  INCENTIVE 
PLAN (“PLAN”)

FORM OF TIME VESTING RESTRICTED  STOCK 
UNIT  AWARD  AGREEMENT FOR SENIOR OFFICERS


	
  Name

   

   

  	
   

  	
  Grant Date

  



 


Capitalized terms not otherwise defined herein shall
have the same meanings as in the Plan.


 


You have been
granted as of the Grant Date set forth above,                     
restricted stock units (“Restricted Stock Units”). Upon termination
of the restrictions related thereto, each Restricted Stock Unit will be converted
into one share of Avaya Inc. (“Avaya”) common stock, par value $.01 (“Shares”),
subject to the terms and conditions of the Plan and this Agreement.


1.               Vesting of Award.  The Restricted Stock Units shall vest and
become nonforfeitable on the following schedule; 50%
on the second anniversary of the Grant Date, and 50%
on the third anniversary of the Grant Date (the date on which any Restricted
Stock Unit vests being the “Vesting Date” for such Restricted Stock Unit).  The period beginning on the Grant Date hereof
and ending on the day prior to the Vesting Date for a Restricted Stock Unit is
herein referred to as the “Restriction Period” with respect to such Restricted
Stock Unit.


2.  Termination of Employment.  Upon termination of your employment for any
reason other than death, disability or termination under the Company’s Force
Management Plan, each as described below, including without limitation,
retirement and termination as a result of your employer ceasing to be either
Avaya or a Subsidiary, any Restricted Stock Units that are not vested shall be
forfeited and cancelled. Transfer to and from Avaya and any Subsidiary shall
not be considered a termination of employment for purposes of this
Agreement.  Nor shall it be considered a
termination of employment for purposes of this Agreement if you are placed on
an approved leave of absence, unless the Committee shall otherwise determine.


(a)                                  Death - If you die prior to the Vesting Date, the Restricted
Stock Units will become nonforfeitable, the Restriction Period will end and the
award will be paid as soon as practicable after the date of death as specified
in Section 3.


(b)                                 Disability - “Disability” means termination of employment
under circumstances where you qualify for and receive payments under a long-term
disability pay plan maintained by Avaya or any Subsidiary or as required by or
available under applicable local law. 
Upon termination of your employment prior to the Vesting Date as a
result of your Disability the Restricted Stock Units will become
nonforfeitable, the Restriction Period will end and the award will be paid at
time of termination as specified in Section 3.


(c)                                  Force Management Plan (FMP) -  “FMP”
means termination of employment under one of the Company’s Involuntary
Separation Plans where the employee is placed “At Risk.”  “At Risk” means a Company initiated
termination other than for cause.  “At
Risk” does 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.  If your employment is
terminated under the FMP, the number of Restricted Stock Units under this Award
that will vest will be determined by multiplying the number of Restricted Stock
Units subject to this Award by a fraction, the numerator of which shall be
equal to the number of complete months since the Grant Date you were employed
by Avaya or any Subsidiary, and the denominator of which shall be equal to the
number of complete months in the Restriction Period, and by subtracting from
this product the number of Restricted Stock Units subject to this Award that vested
prior to the date of termination without regard to this paragraph.


3.               Payment of Shares.   As soon as practicable after termination of
the Restriction Period, the Company will deliver a certificate representing the
Shares being distributed to you or to your legal representative.


4.               No Right of Employment.  Neither the Plan nor this Restricted Stock
Unit Award shall be construed as giving you the right to be retained in the
employ of Avaya or any Subsidiary.


5.               Taxes.  Avaya shall deduct or cause to be deducted
from, or collect or cause to be collected with respect to, your Restricted
Stock Units any federal, state, or local taxes required by law to be withheld
or paid with respect to your Restricted Stock Units, and you or your legal
representative or beneficiaries shall be required to pay any 









 



                        such
amounts.  Avaya shall have the right to
take such action as may be necessary, in Avaya’s opinion, to satisfy such obligations.


6.               Beneficiary.  You may, in accordance with procedures
established by the Committee, designate one or more beneficiaries to receive
all or part of this award in case of your death, and you may change or revoke
such designation at any time.  Such
designation shall not be effective unless and until the Senior Vice President-
Human Resources shall determine, on advice of counsel, that resale of Shares by
your beneficiary(ies) does not require any registration, qualification, consent
or approval of any securities exchange or governmental or regulatory agency or
authority.  In the event of your death,
any portion of this Award that is subject to such a designation (to the extent
such designation is valid, effective and enforceable under this Agreement and
applicable law) shall be distributed to such beneficiary or beneficiaries in
accordance with this Agreement.  Any
other portion of this Award shall be distributed to your estate.  If there shall be any question as to the
legal right of any beneficiary to receive a distribution hereunder, or to the
extent your designation is not effective, such portion will be delivered to
your estate, in which event neither Avaya nor any Subsidiary shall have any
further liability to anyone with respect to such award.


7.               Transferability.  Unless otherwise provided for in the Plan,
you may not transfer, pledge, assign, sell or otherwise alienate your
Restricted Stock Units.


8.               Confidentiality; Non-solicitation; Recoupment of
Profits.


(a)                                  You
recognize and acknowledge that during your employment with Avaya you 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 you not disclose  Proprietary
Information to others or use any Proprietary Information to your own advantage
or the advantage of any third parties. 
For purposes of this Agreement, the term “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.


(b)                                 You
further recognize and acknowledge that it is vital for the proper protection of
Avaya’s legitimate interests that during the term of your employment and for a
period of one (1) year from the date of termination of your Avaya employment
you 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.  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 you if you are a
licensed attorney and the restrictions contained herein are illegal,
unethical or unenforceable under the laws, rules and regulations of the
jurisdiction in which you are licensed as an attorney.


(c)                                  You
agree that if you violate the terms of this Section (a) or (b), this Agreement
will be cancelled immediately in its entirety, and any benefit already paid out
within twelve (12) months prior to Avaya’s notice to you of such violation
shall, at the sole discretion of Avaya, be required to be repaid to Avaya
within ten (10) business days of Avaya’s demand of you in writing.  Further, insofar as any violation of this
Section (a) or (b) may cause harm or injury to Avaya which may not be
calculable or remedial by way of monetary damages, you understand and
acknowledge that Avaya may initiate an action in law or in equity to prevent
you from engaging in any conduct which is in violation of this Section (a) or
(b) and/or to initiate an action to recoup any and all profits you have earned
as a result of this Agreement.


(d)                                 If
any restriction set forth in this Section 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.









 



(e)                                  You
understand and agree that the restrictions contained in this Section are
necessary for the protection of the business and goodwill of Avaya and are
expressly considered by you to be reasonable for such purpose.


9.               Governing Law.  The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to principles of conflicts of law.


10.         Subject
to Plan.  This Agreement
and grant of Restricted Stock Units are subject to all of the terms and
conditions of the Plan.


 


Please indicate your
acceptance of terms 1-10, and acknowledge that you have received a copy of the
Plan, as currently in effect, by signing at the place provided and returning
the original of this Agreement.


 


 


	
  ACCEPTED AND AGREED:

  	
   

  	
  Avaya Inc.

  
	
  SIGNATURE

   

   

  	
   

  	
  BY