(INCLUDING MINORITY) TO GIVE A VALID RECEIPT AND RELEASE, THE PLAN ADMINISTRATOR
MAY CAUSE THE PAYMENT OR PAYMENTS BECOMING DUE TO SUCH PERSON TO BE MADE TO
ANOTHER PERSON FOR HIS OR HER BENEFIT WITHOUT RESPONSIBILITY ON THE PART OF THE
PLAN ADMINISTRATOR, THE EMPLOYER OR A TRUSTEE (IF ANY) TO FOLLOW THE APPLICATION
OF SUCH FUNDS.
IN THE CASE OF A BENEFIT PAYABLE ON BEHALF OF A PARTICIPANT, IF
THE PLAN ADMINISTRATOR IS UNABLE TO LOCATE THE PARTICIPANT OR BENEFICIARY TO
WHOM SUCH BENEFIT IS PAYABLE, UPON THE PLAN ADMINISTRATOR'S DETERMINATION
THEREOF, SUCH BENEFIT SHALL BE FORFEITED TO THE COMPANY.
NOTWITHSTANDING THE
FOREGOING, IF SUBSEQUENT TO ANY SUCH FORFEITURE THE PARTICIPANT OR BENEFICIARY
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TO WHOM SUCH BENEFIT IS PAYABLE MAKES A VALID CLAIM FOR SUCH BENEFIT, SUCH
FORFEITED BENEFIT SHALL BE RESTORED TO THE PLAN BY THE COMPANY.
10.7
GOVERNING LAW AND SEVERABILITY.
THE PLAN SHALL BE
CONSTRUED, ADMINISTERED, AND GOVERNED IN ALL RESPECTS UNDER AND BY THE LAWS OF
THE STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) TO THE
EXTENT NOT PREEMPTED BY FEDERAL LAW, WHICH SHALL OTHERWISE CONTROL.
IF ANY
PROVISION IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
UNENFORCEABLE, THE REMAINING PROVISIONS HEREOF SHALL CONTINUE TO BE FULLY
EFFECTIVE.
10.8
NOT CONTRACT OF EMPLOYMENT.
THE ADOPTION AND
MAINTENANCE OF THE PLAN SHALL NOT BE DEEMED TO BE A CONTRACT BETWEEN THE COMPANY
AND ANY PERSON OR TO BE CONSIDERATION FOR THE EMPLOYMENT OF ANY PERSON.
NOTHING
HEREIN CONTAINED SHALL BE DEEMED TO GIVE ANY PERSON THE RIGHT TO BE RETAINED IN
THE EMPLOY OF THE COMPANY OR TO RESTRICT THE RIGHT OF THE COMPANY TO DISCHARGE
ANY PERSON AT ANY TIME NOR SHALL THE PLAN BE DEEMED TO GIVE THE COMPANY THE
RIGHT TO REQUIRE ANY PERSON TO REMAIN IN THE EMPLOY OF THE COMPANY OR TO
RESTRICT ANY PERSON'S RIGHT TO TERMINATE HIS EMPLOYMENT AT ANY TIME.
10.9
SEVERABILITY.
IF ANY PROVISION OF THIS PLAN SHALL
BE HELD ILLEGAL OR INVALID FOR ANY REASON, SAID ILLEGALITY OR INVALIDITY SHALL
NOT AFFECT THE REMAINING PROVISIONS HEREOF; INSTEAD, EACH PROVISION SHALL BE
FULLY SEVERABLE AND THE PLAN SHALL BE CONSTRUED AND ENFORCED AS IF SAID ILLEGAL
OR INVALID PROVISION HAD NEVER BEEN INCLUDED HEREIN.
10.10
HEADINGS.
HEADINGS AND SUBHEADING IN THE PLAN ARE
INSERTED FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN THE CONSTRUCTION
OF THE PROVISIONS HEREOF.
*
*
*
IN WITNESS WHEREOF, the Company has caused this Plan to be effective as of
January 1, 2004 and to be executed this
day of November, 2003.
AVAYA INC.
By:
Michael J. Harrison
Vice President, Global Compensation and
Benefits
Attest:
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