Common use of Acknowledgement of Reasonableness; Remedies Clause in Contracts

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all the terms and conditions hereof. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s breach of any of the provisions of this Appendix I, the Participant will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant will be obligated to return the proceeds to the Company.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award this Agreement, the Participant gives the Company Avaya assurance that the Participant has carefully read and considered all the terms and conditions hereofof this Agreement. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the CompanyAvaya, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant he or she is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix IAgreement, the harm to the Company Avaya would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company Avaya shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the CompanyAvaya, in the event of the Participant’s breach of any of the provisions of this Appendix IAgreement, the Participant Participant’s Award will forfeit any award or be forfeited for no consideration and, if payment made pursuant to any applicable severance or other incentive plan or program, or if a payment in respect of the Participant’s Award has already been made, the Participant will be obligated to return the proceeds to the CompanyAvaya.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant Award Recipient gives the Company assurance that the Participant Award Recipient has carefully read and considered all the terms and conditions hereof. The Participant Award Recipient acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant Award Recipient from obtaining other suitable employment during the period in which Participant he or she is bound by them. The Participant Award Recipient will never assert, or permit to be asserted on the ParticipantAward Recipient’s behalf, in any forum, any position contrary to the foregoing. Were the Participant Award Recipient to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant Award Recipient agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the ParticipantAward Recipient’s breach of any of the provisions of this Appendix I, the Participant Award Recipient will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant Award Recipient will be obligated to return the proceeds to the Company.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Retention Bonus Agreement, the Participant gives you give the Company assurance that the Participant has you have carefully read and considered all the terms and conditions hereof. The Participant acknowledges You acknowledge without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant you from obtaining other suitable employment during the period in which Participant is you are bound by them. The Participant You will never assert, or permit to be asserted on the Participant’s your behalf, in any forum, any position contrary to the foregoing. Were the Participant you to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees you agree that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s your breach of any of the provisions of this Appendix I, the Participant you will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant you will be obligated to return the proceeds to the Company. 7.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all the terms and conditions hereof. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s breach of any of the provisions of this Appendix I, the Participant will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant will be obligated to return the proceeds to the Company. 3.8.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all the terms and conditions hereof. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix IIII, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s breach of any of the provisions of this Appendix IIII, the Participant will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant will be obligated to return the proceeds to the Company.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant Optionee gives the Company assurance that the Participant Optionee has carefully read and considered all the terms and conditions hereof. The Participant Optionee acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, time and geographic area; and that these restraints will not prevent the Participant Optionee from obtaining other suitable employment during the period in which Participant he or she is bound by them. The Participant Optionee will never assert, or permit to be asserted on the ParticipantOptionee’s behalf, in any forum, any position contrary to the foregoing. Were the Participant Optionee to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the ParticipantOptionee’s breach of any of the provisions of this Appendix I, the Participant will forfeit Company shall have the immediate right to call and repurchase any award shares of stock and any stock options that have been awarded to the Optionee by the Company other than Invested Equity (as defined in the Management Stockholders’ Agreement), at a purchase price that is the lesser of cost or payment made fair market value, pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant will be obligated to return call procedures set forth in the proceeds to the CompanyManagement Stockholders’ Agreement.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Retention Bonus Agreement, the Participant gives you give the Company assurance that the Participant has you have carefully read and considered all the terms and conditions hereof. The Participant acknowledges You acknowledge without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant you from obtaining other suitable employment during the period in which Participant is you are bound by them. The Participant You will never assert, or permit to be asserted on the Participant’s your behalf, in any forum, any position contrary to the foregoing. Were the Participant you to breach any of the provisions of this Appendix ISection 3, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right shall be entitled to obtain preliminary and equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunctive relief against injunction or any such breach or threatened breach other equitable remedy which may then be available without having to post bond, and the Participant agrees you agree that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s your breach of any of the provisions of this Appendix ISection 3, the Participant you will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant you will be obligated to return the proceeds to the Company.. (d)

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting this letter agreement, the Award Agreement, the Participant Recipient gives the Company assurance that the Participant Award Recipient has carefully read and considered all the terms and conditions hereof. The Participant Award Recipient acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, time and geographic area; and that these restraints will not prevent the Participant Award Recipient from obtaining other suitable employment during the period in which Participant he or she is bound by them. The Participant Award Recipient will never assert, or permit to be asserted on the Participant’s Award Recipient's behalf, in any forum, any position contrary to the foregoing. Were the Participant Award Recipient to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s Award Recipient's breach of any of the provisions of this Appendix I, the Participant Award Recipient will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or programthe terms of this letter agreement, or if a payment an award has already been madepaid, the Participant Award Recipient will be obligated to return the proceeds of such award to the Company.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Retention Bonus Agreement, the Participant gives you give the Company assurance that the Participant has you have carefully read and considered all the terms and conditions hereof. The Participant acknowledges You acknowledge without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant you from obtaining other suitable employment during the period in which Participant is you are bound by them. The Participant You will never assert, or permit to be asserted on the Participant’s your behalf, in any forum, any position contrary to the foregoing. Were the Participant you to breach any of the provisions of this Appendix ISection 3, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right shall be entitled to obtain preliminary and equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunctive relief against injunction or any such breach or threatened breach other equitable remedy which may then be available without having to post bond, and the Participant agrees you agree that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s your breach of any of the provisions of this Appendix ISection 3, the Participant you will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant you will be obligated to return the proceeds to the Company.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all the terms and conditions hereof. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, time and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant he or she is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s 's behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix ISchedule A, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s 's breach of any of the provisions of this Appendix ISchedule A, the Participant will forfeit any award or payment Award made pursuant to any applicable severance or other incentive plan or programthe Avaya Inc. Executive Committee 2011 - 2013 Performance Recognition Plan, or if a payment an Award has already been made, the Participant will be obligated to return the proceeds of such Award to the Company.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all the terms and conditions hereof. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s breach of any of the provisions of this Appendix I, the Participant will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant will be obligated to return the proceeds to the Company.Appendix I - 4

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all the terms and conditions hereof. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix III, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality or applicability of the foregoing, or other forms of relief available to the CompanyCompany at law or in equity, in the event of the Participant’s breach of any of the provisions of this Appendix III, the Participant will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant will be obligated to return the proceeds to the Company.

Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the Award Agreement, the Participant gives the Company assurance that the Participant has carefully read and considered all the terms and conditions hereof. The Participant acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time, and geographic area; and that these restraints will not prevent the Participant from obtaining other suitable employment during the period in which Participant is bound by them. The Participant will never assert, or permit to be asserted on the Participant’s behalf, in any forum, any position contrary to the foregoing. Were the Participant to breach any of the provisions of this Appendix IIII, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Participant agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Participant’s breach of any of the provisions of this Appendix IIII, the Participant will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the Participant will be obligated to return the proceeds to the Company. 3.8.