RESULT OF
OTHER CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES SIMILAR OR
RELATED TO THE FOREGOING, OF A RESOLUTION TO THE EFFECT THAT A POTENTIAL CHANGE
IN CONTROL HAS OCCURRED.
A Potential Change in Control shall be deemed to be pending until the earliest
of (i) the first anniversary thereof, (ii) the occurrence of a Change in Control
and (iii) the occurrence of a subsequent Potential Change in Control.
(J)
"SUPPLEMENTAL PENSION PLAN" MEANS THE
AVAYA INC. SUPPLEMENTAL PENSION PLAN OR ANY SUCCESSOR PLAN.
(K)
"TARGET PERCENTAGE" MEANS THE ANNUALIZED
PERCENTAGE APPLIED TO AN EXECUTIVE'S ANNUAL BASE SALARY IN ORDER TO CALCULATE
THE TARGET AWARD FOR SUCH EXECUTIVE UNDER THE COMPANY'S SHORT-TERM INCENTIVE
COMPENSATION PROGRAM, PRIOR TO THE APPLICATION OF COMPANY OR INDIVIDUAL
PERFORMANCE FACTORS.
(L)
"TERMINATION PERIOD" MEANS THE PERIOD OF
TIME BEGINNING WITH A CHANGE IN CONTROL AND ENDING ON THE EARLIER TO OCCUR OF:
(1)
TWO YEARS FOLLOWING SUCH CHANGE IN CONTROL
AND
(2)
THE EXECUTIVE'S DEATH.
2.
OBLIGATIONS OF THE EXECUTIVE.
THE
EXECUTIVE AGREES THAT IN THE EVENT OF A POTENTIAL CHANGE IN CONTROL, HE SHALL
NOT VOLUNTARILY LEAVE THE EMPLOY OF THE COMPANY WITHOUT GOOD REASON PRIOR TO THE
TERMINATION OF SUCH POTENTIAL CHANGE IN CONTROL AS FOLLOWS:
5
(A)
IF THE POTENTIAL CHANGE IN CONTROL
TERMINATES BY REASON OTHER THAN THE OCCURRENCE OF A CHANGE IN CONTROL, UNTIL THE
EARLIER OF (1) THE FIRST ANNIVERSARY OF SUCH POTENTIAL CHANGE IN CONTROL AND (2)
THE OCCURRENCE OF A SUBSEQUENT POTENTIAL CHANGE IN CONTROL; AND
(B)
IF THE POTENTIAL CHANGE IN CONTROL
TERMINATES BY REASON OF THE OCCURRENCE OF A CHANGE IN CONTROL, UNTIL 90 DAYS
FOLLOWING SUCH CHANGE IN CONTROL.
For purposes of clause (a) of the preceding sentence, Good Reason shall be
determined as if a Change in Control had occurred when such Potential Change in
Control became known to the Board.
3.
PAYMENTS UPON TERMINATION OF
EMPLOYMENT.
(A)
IF DURING THE TERMINATION PERIOD THE
EMPLOYMENT OF THE EXECUTIVE SHALL TERMINATE, OTHER THAN BY REASON OF A
NONQUALIFYING TERMINATION, THEN THE COMPANY SHALL PAY TO THE EXECUTIVE, WITHIN
30 DAYS FOLLOWING THE DATE OF TERMINATION, AS COMPENSATION FOR SERVICES RENDERED
TO THE COMPANY:
(1)
A CASH AMOUNT EQUAL TO THE SUM OF (I) THE
EXECUTIVE'S FULL ANNUAL BASE SALARY FROM THE COMPANY AND ITS AFFILIATED
COMPANIES THROUGH THE DATE OF TERMINATION AND ANY SHORT-TERM INCENTIVE
COMPENSATION EARNED BY THE EXECUTIVE FOR ANY PERFORMANCE PERIOD ENDING PRIOR TO
THE DATE OF TERMINATION, IN EACH CASE TO THE EXTENT NOT THERETOFORE PAID, (II)
AN AMOUNT EQUAL TO THE EXECUTIVE'S ANNUAL BASE SALARY MULTIPLIED BY THE
EXECUTIVE'S TARGET PERCENTAGE APPLICABLE IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION (OR, IF GREATER, IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL),
MULTIPLIED BY 50%, MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE
NUMBER OF DAYS ELAPSED IN THE APPLICABLE SIX-MONTH PERFORMANCE PERIOD IN WHICH
THE DATE OF TERMINATION OCCURS THROUGH THE DATE OF TERMINATION AND THE
DENOMINATOR OF WHICH IS 180 (OR IF A DIFFERENT SHORT-TERM INCENTIVE COMPENSATION
OPPORTUNITY IS