EXHIBIT
10.1


AVAYA
INVOLUNTARY SEPARATION PLAN FOR SENIOR OFFICERS


PLAN
DOCUMENT


AND


SUMMARY
PLAN DESCRIPTION


(Amended
Effective August 3, 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.






 1
 






 



 


AVAYA
INVOLUNTARY SEPARATION PLAN FOR SENIOR OFFICERS


PLAN
DOCUMENT

AND

SUMMARY PLAN DESCRIPTION


A.    OVERVIEW


The Avaya Involuntary
Separation Plan for Senior Officers (the “Plan”), effective as of October 13,
2001 and as amended on November 1, 2005 and August 3, 2006, 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 includes the Chief Executive Officer and any Avaya
Senior Officer who reports directly to the Chief Executive Officer.


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



 2
 






 



 


The Vice President —
Global Compensation and Benefits 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 calendar 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.



 3
 






 



 


2.  Annual Incentive


The portion of the
incentive payment to which you will be entitled, if any, will be determined in
accordance with existing practice and the terms of any short-term incentive
plan providing for such payments, 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.



 4
 






 



 


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.



 5
 






 



 


(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 - Global
Compensation and Benefits 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.



 6
 






 



 


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 COBRA rate of 102%.


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 COBRA rate of 102%.


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 COBRA rate of 102%.


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.


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



 7
 






 



 


(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 COBRA rate of 102% of the applicable
premium for coverage.


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 at 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.



 8
 






 



 


(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 COBRA rate of 102%
of the applicable premium for coverage.


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.



 9
 






 



 


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 — Global Compensation and Benefits 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, Global Compensation and Benefits 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.



 10
 






 



 


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.



 11
 






 



 


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, Global Compensation and Benefits 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.



 12
 






 



 


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, Global Compensation and Benefits 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 — Global Compensation and
Benefits



 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.


 



 14














 


 


	
  “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.


7.                    I recognize
and acknowledge that during my employment with Avaya Inc. 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 not disclose Proprietary Information to others or use
any



 15
 






 



                           Proprietary Information for
my 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.  I further expressly understand and agree that
in consideration for the payment provided in this Termination Agreement and
Release I will not disclose Proprietary Information to anyone, including Avaya
Inc.’s employees, former employees or any third parties.  Further, by entering into this Termination
Agreement and Release I agree that, except as compelled by lawful court order
or subpoena issued by a court of competent jurisdiction, I will not directly or
indirectly provide any assistance or cooperation to anyone who is contemplating
or who is in engaged in any court action, administrative proceeding,
arbitration or other such contested matter against Avaya Inc. or whose
interests are adverse to those of Avaya Inc. 
In addition, 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.  I
understand that if I breach any provision set forth in this paragraph 7 that
Avaya may suffer irreparable harm which would be difficult or impossible to
calculate.  As a result, I agree and
understand that Avaya may seek to obtain injunctive relief to enforce its
rights and obtain from me its costs in protecting its rights, including, but
not limited to, reasonable attorney’s fees. I also specifically agree that if I
breach the provisions set forth in this paragraph 7 I will be liable to Avaya
Inc. for the sum of $50,000.00, representing liquidated damages, as a result of
said breach.  I agree that this sum is
not a penalty and hereby waive any objection as to the amount of liquidated
damages.  Nothing herein is intended to
limit any other relief available to Avaya Inc. in the event of any breach of
this paragraph 7.


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.


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:

  Avaya Inc.

  Executive Comp and Benefits

  Attn:  Jill Bergenty

  Room 3E 025B

  211 Mt. Airy Road

  Basking Ridge, NJ  07920

  

  Confidential fax number:  908-953-3317

  
	
  Employee Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Employee Name Printed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Home Phone Number

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security Number

  	
   

  
	
   

  	
   

  
	
   

  	
   

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

  	
   

  



 



 16