OR
(4)
THE ADOPTION BY THE BOARD, AS A 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 A FRACTION, THE NUMERATOR OF WHICH IS
THE NUMBER OF DAYS ELAPSED IN THE APPLICABLE TWELVE-MONTH PERFORMANCE PERIOD IN
WHICH THE DATE OF TERMINATION OCCURS THROUGH THE DATE OF TERMINATION AND THE
DENOMINATOR OF WHICH IS 360 (OR IF A