Common use of Exercisability of Option Clause in Contracts

Exercisability of Option. This Option may be exercised at any time prior to the Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] The number of shares with respect to which this Option becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share shall be added to the portion of the Option becoming exercisable the following month. (b) Upon the termination of your employment by reason of Retirement, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (c) Upon the termination of your employment by reason of death or Disability, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) the Expiration Date, and the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) the original Expiration Date. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on the termination date and, together with any portion of the Option which was already exercisable, shall remain exercisable until the Expiration Date.

Exercisability of Option. This Option may be exercised at any time prior Subject to the Expiration Date terms and conditions set forth above or its earlier cancellation in this Agreement and the Plan, the Option granted hereby shall become exercisable as follows: (a) [Insert vesting schedule] The number of shares with respect to which this Option becomes exercisable on any date will be rounded down to : On the next lowest whole number, and any fraction of a share shall be added to the portion of the Option becoming exercisable the following month. (b) Upon the termination of your employment by reason of Retirement, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (c) Upon the termination of your employment by reason of death or Disability, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) the Expiration Date, and the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) the original Expiration Date. "Company Action Vesting Portion" is determined as first anniversary of the date of termination this Agreement up to Shares On the second anniversary of employment the date of this Agreement an additional Shares On the third anniversary of the date of this Agreement an additional Shares On the fourth anniversary of the date of this Agreement an additional Shares On the fifth anniversary of the date of this Agreement an additional Shares The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. The period of time set forth above over which the Option shall become exercisable may be extended during any period of time in which the Participant’s pay as an employee of the Company or an Affiliate is reduced because such Participant’s scheduled work week at the Company or an Affiliate has been reduced to less than 40 hours per week (“Part Time Employment”) unless the continuation of vesting on the schedule set forth above during such Part Time Employment shall be approved in writing by the Administrator. At the time of such Part Time Employment, the Option, to the extent not then exercisable, shall become exercisable over a period of time as determined by the Administrator, based on the number of hours that such Participant continues to be scheduled to work at the Company or an Affiliate. Upon the Participant’s return to the Company or an Affiliate at a scheduled workweek of 40 hours, the Option shall continue to become exercisable on such schedule as shall be determined by the Administrator at such time. Notwithstanding the foregoing, the exercisability of the Option granted hereby shall toll during any period of time in which the Participant takes a leave of absence as an employee, director, consultant or Scientific Advisory Board member of the Company or an Affiliate unless such leave of absence is pursuant to a statute in which the Participant’s right to reemployment is guaranteed or unless the continuation of vesting during such leave of absence shall be approved in writing by the Administrator (a “Voluntary Leave”). At such time, the Option shall cease to vest and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject exercisable only to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which extent that the Option has already become exercisable (regardless and is in effect at the date of whether such Voluntary Leave. Upon the Participant’s return to the Company or an Affiliate, the Option has been exercised with respect shall continue to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on such schedule as shall be determined by the termination date and, together with any portion Administrator at the time of the Option which was already exercisable, shall remain exercisable until the Expiration DateParticipant’s return from Voluntary Leave.

Exercisability of Option. This Option may be exercised at any time prior to the its Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] The number Except as provided below, 25% of shares with respect to which the Shares covered by this Option shall become exercisable on the first anniversary of the Grant Date. 25% of the Shares covered by this Option shall become exercisable every year thereafter. Any fraction of a Share that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share Share shall be added to the portion of the Option becoming exercisable on the following monthvesting date. (b) Upon Except as provided below, the termination of your employment by reason of Retirement, any portion of last day you can exercise this Option which is then exercisable will remain exercisable until the day preceding the seventh anniversary of the Grant Date (the “Expiration Date and any portion of this Option which is not then exercisable will be canceledDate”). (c) Upon In the termination event you are placed on a company initiated leave of your employment by reason of death or Disabilityabsence as defined in the Officer Severance Policy, any portion of this Option which is not then exercisable will become exercisable and, along continue to vest in accordance with any portion of this Option which is then exercisable, will remain exercisable until the Expiration DateOfficer Severance Policy. (d) Upon the termination of your employment for Causeby reason of death, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company ActionDisability or Retirement, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day two years from the date of termination and or (ii) the Expiration Date, and the Company Action Applicable Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) two years from the ninetieth day after date of termination of employment and (ii) or the original Expiration Date. "Company Action Any portion of this Option which is not then exercisable will be cancelled. “Applicable Vesting Portion" ” is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Applicable Vesting Portion = N x M/D - E where: N = the number of shares Shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). (e) Upon the termination of your employment for Cause, this Option will be canceled. (f) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of the ninetieth day from the date of termination or the Expiration Date. Any portion of this Option which is not then exercisable will be canceled. If your employment terminates under circumstances constituting both a Company Action and Retirement, this Option will follow the Company Action Vesting Portion shall become exercisable on provisions under paragraph (c) above for termination of employment by reason of Retirement. (g) Upon the termination date andof your employment for any reason other than Retirement, together with death, Disability, Cause or Company Action, any portion of the this Option which was already exercisable, shall is then exercisable will remain exercisable until the earlier of the ninetieth day after termination of employment or the Expiration DateDate and any portion of this Option which is not then exercisable will be canceled. (h) It will not be considered a termination of your employment if you (i) transfer to or from Lucent and any Affiliate or (ii) are placed on an approved leave of absence. Unless otherwise determined by the Committee, it will be considered a termination of employment if your employer ceases to be Lucent or a Subsidiary.

Exercisability of Option. This Option may be exercised at any time prior to the its Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] 1/4th of the shares covered by this Option shall become exercisable on the first anniversary of the Grant Date. 1/48th of the shares covered by this Option shall become exercisable each month thereafter. The number of shares with respect to which this Option that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share shall be added to the portion of the Option becoming exercisable the following month. (b) Upon the termination of your employment by reason of RetirementRetirement or Disability, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (c) Upon the termination of your employment by reason of death or Disabilitydeath, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company Action, any portion of this Option equal to the greater of the portion of the Option that is then outstanding and exercisable shall remain exercisable until the earlier of without regard to this clause (i1)(e) the ninetieth day from the date of termination and (ii) the Expiration Date, and or the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) or the original Expiration Date. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): The Company Action Vesting Portion = N x M/D - E where: N = shall be determined by multiplying the number of shares originally subject of this Option by a fraction, the numerator of which shall be equal to the Optioncompleted months since the date of the grant, M = and the denominator of which shall be equal to the number of complete months elapsed since in the Grant Datevesting period of this Option, D = and by subtracting from this product the number of complete months between shares of this Option that were previously exercised, if any. (f) Upon the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number termination of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and for any reason other than Retirement, the death, Disability, Cause or Company Action Vesting Portion shall become exercisable on the termination date andAction, together with any portion of the this Option which was already exercisable, shall is then exercisable will remain exercisable until the earlier of the ninetieth day after termination of employment or the original Expiration DateDate and any portion of this Option which is not then exercisable will be canceled. (g) It will not be considered a termination of your employment if you (i) transfer to or from Avaya and any Affiliate or (ii) are placed on an approved leave of absence. Unless otherwise determined by the Committee, it will be considered a termination of employment if your employer ceases to be Avaya or a Subsidiary. 2 2.

Exercisability of Option. This Option may be exercised at any time prior to the its Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] 1/2 of the shares covered by this Option shall become exercisable on the first anniversary of the Grant Date. 1/2 of the shares covered by this Option shall become exercisable on the second anniversary of the Grant Date. The number of shares with respect to which this Option that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share shall be added to the portion of the Option becoming exercisable the following monthYear. (b) Upon the termination of your employment by reason of RetirementRetirement or Disability, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (c) Upon the termination of your employment by reason of death or Disabilitydeath, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company Action, any portion of this Option equal to the greater of the portion of the Option that is then outstanding and exercisable shall remain exercisable until the earlier of without regard to this clause (i1)(e) the ninetieth day from the date of termination and (ii) the Expiration Date, and or the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) or the original Expiration Date. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the The Company Action Vesting Portion shall become exercisable on be determined by multiplying the number of shares of this Option by a fraction, the numerator of which shall be equal to the completed months since the date of the grant, and the denominator of which shall be equal to the number of completed months in the vesting period of this Option, and by subtracting from this product the number of shares of this Option that were previously exercised, if any. (f) Upon the termination date andof your employment for any reason other than Retirement, together with death, Disability, Cause or Company Action, any portion of the this Option which was already exercisable, shall is then exercisable will remain exercisable until the earlier of the ninetieth day after termination of employment ___ the original Expiration DateDate and any portion of this Option which is not then exercisable will be canceled. (g) It will not be considered a termination of your employment if you (i) transfer to or from XxxxxXxxxx.Xxx and any Affiliate or (ii) are placed on an approved leave of absence. Unless otherwise determined by the Committee, it will be considered a termination of employment if your employer ceases to be XxxxxXxxxx.Xxx or a Subsidiary.

Exercisability of Option. This Option may be exercised at any time prior Subject to the Expiration Date terms and conditions set forth above or its earlier cancellation in this Agreement and the Plan, the Option granted hereby shall become vested and exercisable as follows: (a) [Insert vesting schedule] The number of shares with respect to which this Option becomes exercisable : • # SHARES Shares on any date will be rounded down to the next lowest whole number, and any fraction of a share shall be added to the portion of the Option becoming exercisable the following month. (b) Upon the termination of your employment by reason of Retirement, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (c) Upon the termination of your employment by reason of death or Disability, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) the Expiration Date, and the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) the original Expiration Date. "Company Action Vesting Portion" is determined as first anniversary of the date of termination the Agreement; • # Qtrly Shares Shares (of employment # total “remaining balance”) each quarter end after the first anniversary through the fourth anniversary of the date of the Agreement; The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. The period of time set forth above over which the Option shall become exercisable may be extended during any period of time in which the Participant’s pay as an employee of the Company or an Affiliate is reduced because such Participant’s scheduled work week at the Company or an Affiliate has been reduced to less than 40 hours per week (“Part Time Employment”) unless the continuation of vesting on the schedule set forth above during such Part Time Employment shall be approved in writing by the Administrator. At the time of such Part Time Employment, the Option, to the extent not then exercisable, shall become exercisable over a period of time as determined by the Administrator, based on the number of hours that such Participant continues to be scheduled to work at the Company or an Affiliate. Upon the Participant’s return to the Company or an Affiliate at a scheduled workweek of 40 hours, the Option shall continue to become exercisable on such schedule as shall be determined by the Administrator at such time. Notwithstanding the foregoing, the exercisability of the Option granted hereby shall toll during any period of time in which the Participant takes a leave of absence as an employee, director, consultant or Scientific Advisory Board member of the Company or an Affiliate unless such leave of absence is pursuant to a statute in which the Participant’s right to reemployment is guaranteed or unless the continuation of vesting during such leave of absence shall be approved in writing by the Administrator (a “Voluntary Leave”). At such time, the Option shall cease to vest and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject exercisable only to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which extent that the Option has already become exercisable (regardless and is in effect at the date of whether such Voluntary Leave. Upon the Participant’s return to the Company or an Affiliate, the Option has been exercised with respect shall continue to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on such schedule as shall be determined by the termination date and, together with any portion Administrator at the time of the Option which was already exercisable, shall remain exercisable until the Expiration DateParticipant’s return from Voluntary Leave.

Exercisability of Option. This Option may be exercised at any time prior to the its Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] One third of the Shares covered by this Option shall become exercisable on each of the first, second, and third anniversary of the Grant Date (each such anniversary a “Vesting Date”). The number of shares with respect to which this Option that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share shall be added to the portion of the Option becoming exercisable on the following monthVesting Date. (b) Upon the termination of your employment by reason of RetirementRetirement or Disability, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceledforfeited and cancelled. (c) Upon the termination of your employment by reason of death or Disabilitydeath, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. If death occurs after termination of employment but prior to the Expiration Date, that portion of the Option which is outstanding at the time of death will remain exercisable until the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceledforfeited and cancelled. (e) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) the Expiration Date, and equal to the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) or the original Expiration Date. "Company Action Vesting Portion" ; any portion of this Option that is determined as of the date of termination of employment and not so vested shall be the portion of the Option computed as follows (but not less than zero): forfeited and cancelled. The Company Action Vesting Portion = N x M/D - E where: N = shall be determined by multiplying the number of shares originally subject of this Option by a fraction, the numerator of which shall be equal to the Option, M = the number of complete months elapsed prior to the termination of employment since the Grant Date, D = and the denominator of which shall be equal to the number of complete months between from the Grant Date and to the date on which the this Option was originally scheduled to become completely becomes fully exercisable, and E = by subtracting from this product the number of Shares covered by shares of this Option that are exercisable without regard to this paragraph 1(e), if any. (f) Upon the Option for which the Option has already become exercisable (regardless termination of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and for any reason other than Retirement, the death, Disability, Cause or Company Action Vesting Portion shall become exercisable on the termination date andAction, together with any portion of the this Option which was already exercisable, shall is then exercisable will remain exercisable until the earlier of the ninetieth day after termination of employment or the original Expiration DateDate and any portion of this Option which is not then exercisable will immediately be forfeited and cancelled. (g) It will not be considered a termination of your employment if you (i) transfer to and from Avaya and any Subsidiary or (ii) are placed on an approved leave of absence. Unless otherwise determined by the Committee, it will be considered a termination of employment if your employer ceases to be Avaya or a Subsidiary.

Exercisability of Option. This Subject to the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall become vested and exercisable with respect to twenty percent (20%) of the aggregate number of the Option Shares upon the achievement of 95% of the annual EBITDA target attached hereto in Exhibit A (the “EBITDA Target”) applicable to the Company’s 2012, 2013, 2014, 2015 and 2016 fiscal years, as the case may be exercised (each, an “Annual Performance Period”), such vesting to occur for any such Annual Performance Period, if at any time all, on the date that the Company’s audited financial statements for the applicable Annual Performance Period are presented to the Board, which presentation shall be as prompt as reasonably practicable after the end of the Company’s fiscal year (the “Performance Determination Date”), and only if the Optionee has not Terminated prior to the Expiration Date set forth above or its earlier cancellation as follows:end of the Annual Performance Period to which such financial statements relate. Subject to clause (i) below of this Section 2(c), if the EBITDA Target is not achieved for an Annual Performance Period, no portion of the Option eligible to vest for that Annual Performance Period shall become vested and exercisable. (ai) [Insert vesting schedule] The number If the EBITDA Target is exceeded for an Annual Performance Period, the amount of shares with respect to which this Option becomes exercisable on any date will the excess of actual EBITDA over the EBITDA Target (the “EBITDA Excess”) shall be rounded down credited to the next lowest whole numberearliest prior Annual Performance Period for which Option Shares did not vest due to the failure to achieve the EBITDA Target (the “Earliest Prior Period”). If, after adding the EBITDA Excess to the actual EBITDA attained for the Earliest Prior Period, the EBITDA Target for the Earliest Prior Period would be achieved, then the Option Shares attributable to the Earliest Prior Period shall vest and any fraction of a share shall be added to become exercisable at that time. In such case only the portion of the EBITDA Excess necessary to achieve the Annual EBITDA Target for the Earliest Prior Period shall be applied to the Earliest Prior Period and any remaining portion shall be applied, if applicable, to an Annual Performance Period subsequent to the Earliest Prior Period, but prior to the Annual Performance Period of actual achievement, in which Option becoming exercisable Shares did not vest due to the following monthfailure to achieve the EBITDA Target. For the avoidance of doubt, once a portion of EBITDA Excess has been applied to any prior Annual Performance Period, it shall not be eligible to be applied to any other Annual Performance Period. (bii) Upon The Committee shall determine in good faith whether the termination EBITDA Target for an Annual Performance Period has been attained. The Committee shall, in consultation with the Chief Executive Officer of your employment the Company, adjust the EBITDA Targets to account for acquisitions and dispositions by reason of Retirementadding or subtracting, any as applicable, the applicable portion of this Option which is then exercisable will remain exercisable until LTM EBITDA for any disposed or acquired business during the Expiration Date and any portion of this Option which is not then exercisable will be canceledapplicable vesting period. (ciii) Upon Subject to the termination of your employment by reason of death or Disability, any portion last sentence of this Option which is not then exercisable will become exercisable andSection 2(c)(iii), along with any portion of this Option which is then exercisable, will remain exercisable until upon the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceled. (e) Upon the termination of your employment as a result occurrence of a Company ActionChange in Control prior to the end of any of the Annual Performance Periods, a percentage of then-unvested Option Shares (i.e., Option Shares attributable to any portion of this Option Annual Performance Period that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) the Expiration Date, and the Company Action Vesting Portion shall has not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) the original Expiration Date. "Company Action Vesting Portion" is determined ended as of the date of termination the Change in Control and any Option Shares attributable to any Annual Performance Period that has ended prior to the date of employment the Change in Control) shall vest in the same percentage as Option Shares attributable to Annual Performance Periods ending prior to the date of the Change in Control vested based on the attainment (or failure to attain) the Annual EBITDA Targets for such prior Annual Performance Periods. For example, (A) if a Change in Control occurs during the third Annual Performance Period, and shall be (B) the portion Optionee had vested in fifty percent (50%) of the Option computed as follows Shares attributable to Annual Performance Periods ending prior to the Change in Control due to the attainment of the EBITDA Target for the first Annual Performance Period and the failure to attain the EBITDA Target for the second Annual Performance Period, then (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = C) the Optionee shall vest in fifty percent (50%) of the aggregate number of shares originally subject then-unvested Option Shares eligible to vest (i.e., the then-unvested Option Shares in the second, third, fourth and fifth Annual Performance Periods) upon the occurrence of the Change in Control. Notwithstanding anything to the Optioncontrary in this Section 2(c)(iii), M = upon the number occurrence of complete months elapsed since a Change in Control on or prior to the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on the termination date and, together with any portion first anniversary of the Date of Grant, all then-unvested Option which was already exercisable, Shares shall remain exercisable until in full vest based on target-level attainment of the Expiration DateAnnual EBITDA Targets.

Exercisability of Option. This Option may be exercised at any time prior to the Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] The number Except as provided below, 20% of shares with respect to which the Shares covered by this Option shall become exercisable six months following the Grant Date. 20% of the Shares covered by this Option shall become exercisable every six months thereafter. Any fraction of a Share that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share Share shall be added to the portion of the Option becoming exercisable on the following monthvesting date. (b) Except as provided below, the last day you can exercise this Option is the day preceding the fifth anniversary of the Grant Date (the "Expiration Date"). (c) In the event you are placed on a company initiated leave of absence as defined in the Officer Severance Policy, for reasons other than Cause, this Option will continue to vest in accordance with the Officer Severance Policy. (d) Upon the termination of your employment by reason of Retirement, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (ce) Upon the termination of your employment by reason of death or Disability, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (df) Upon the termination of your employment for Cause, this Option will be canceled. (eg) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) or the Expiration Date, and the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) or the original Expiration Date. Any portion of this Option which is not then exercisable will be canceled. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on the termination date and, together with any portion of the Option which was already exercisable, shall remain exercisable until the Expiration Date.):

Exercisability of Option. This Option may be exercised at any time prior to the its Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] The number Except as provided below, 25% of shares with respect to which the Shares covered by this Option shall become exercisable on the first anniversary of the Grant Date. 25% of the Shares covered by this Option shall become exercisable every year thereafter. Any fraction of a Share that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share Share shall be added to the portion of the Option becoming exercisable on the following monthvesting date. (b) Upon Except as provided below, the termination of your employment by reason of Retirement, any portion of last day you can exercise this Option which is then exercisable will remain exercisable until the day preceding the seventh anniversary of the Grant Date (the “Expiration Date and any portion of this Option which is not then exercisable will be canceledDate”). (c) Upon In the termination event you are placed on a company initiated leave of your employment by reason of death or Disabilityabsence as defined in the Officer Severance Program, any portion of this Option which is not then exercisable will become exercisable and, along continue to vest in accordance with any portion of this Option which is then exercisable, will remain exercisable until the Expiration DateOfficer Severance Program. (d) Upon the termination of your employment for Causeby reason of death, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company ActionDisability or Retirement, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day two years from the date of termination and or (ii) the Expiration Date, and the Company Action Applicable Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) two years from the ninetieth day after date of termination of employment and (ii) or the original Expiration Date. "Company Action Any portion of this Option which is not then exercisable will be cancelled. “Applicable Vesting Portion" ” is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Applicable Vesting Portion = N x M/D - E where: N = the number of shares Shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). (e) Upon the termination of your employment for Cause, this Option will be canceled. (f) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of the ninetieth day from the date of termination or the Expiration Date. Any portion of this Option which is not then exercisable will be canceled. If your employment terminates under circumstances constituting both a Company Action and Retirement, this Option will follow the Company Action Vesting Portion shall become exercisable on provisions under paragraph (c) above for termination of employment by reason of Retirement. (g) Upon the termination date andof your employment for any reason other than Retirement, together with death, Disability, Cause or Company Action, any portion of the this Option which was already exercisable, shall is then exercisable will remain exercisable until the earlier of the ninetieth day after termination of employment or the Expiration DateDate and any portion of this Option which is not then exercisable will be canceled. (h) It will not be considered a termination of your employment if you (i) transfer to or from Lucent and any Affiliate or (ii) are placed on an approved leave of absence. Unless otherwise determined by the Committee, it will be considered a termination of employment if your employer ceases to be Lucent or a Subsidiary.

Exercisability of Option. This Option may be exercised at any time prior to the Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] The number Except as provided below, 20% of shares with respect to which the Shares covered by this Option shall become vested six months following the Grant Date. 20% of the Shares covered by this Option shall become vested every six months thereafter. Any fraction of a Share that becomes exercisable vested on any date will be rounded down to the next lowest whole number, and any fraction of a share Share shall be added to the portion of the Option becoming exercisable vested on the following monthvesting date. (b) Except as provided below, this Option shall become exercisable on the fourth anniversary of the Grant Date (the "Exercise Date") or as set forth by the French Plan. (c) Except as provided below, the last day you can exercise this Option is the day preceding the sixth anniversary of the Grant Date (the "Expiration Date"). (d) Upon the termination of your employment by reason of Retirement, (i) any portion of this Option which is then exercisable outstanding shall, to the extent not then vested, be immediately forfeited and canceled, (ii) to the extent that this Option is exercisable, the Option will remain exercisable until the Expiration Date original expiration date of the Option, and (iii) any portion of this Option which that is vested but not then exercisable will be canceledremain vested and shall become exercisable from the Exercise Date until the Expiration Date. (ce) Upon the termination of your employment by reason of death or Disabilitydeath, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the earlier of 180 days or the Expiration Date. (df) Upon the termination of your employment by reason of Disability, any portion of this Option which is then outstanding shall, to the extent not then vested, be immediately vested in full and shall become exercisable from the Exercise Date until the Expiration Date. (g) Upon the termination of your employment for Cause, this Option will be canceled. (eh) Upon the termination of your employment as a result of a Company Action, (i) any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) or the Expiration Date, (ii) any portion of this Option that is vested but not exercisable on the date employment terminates shall only be exercisable during the ninety days following the Exercise Date, and (iii) the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately vested upon termination and be exercisable until during the earlier of (i) ninety days following the ninetieth day after termination of employment and (ii) the original Expiration Exercise Date. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on the termination date and, together with any portion of the Option which was already exercisable, shall remain exercisable until the Expiration Date.):

Exercisability of Option. This Option may be exercised at any time prior to the Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] The number Except as provided below, 20% of shares with respect to which the Shares covered by this Option shall become exercisable six months following the Grant Date. 20% of the Shares covered by this Option shall become exercisable every six months thereafter. Any fraction of a Share that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share Share shall be added to the portion of the Option becoming exercisable on the following monthvesting date. (b) Except as provided below, the last day you can exercise this Option is the day preceding the fifth anniversary of the Grant Date (the "Expiration Date"). (c) Upon the termination of your employment by reason of Retirement, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (cd) Upon the termination of your employment by reason of death or Disability, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (de) Upon the termination of your employment for Cause, this Option will be canceled. (ef) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) or the Expiration Date, and the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) or the original Expiration Date. Any portion of this Option which is not then exercisable will be canceled. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on the termination date and, together with any portion of the Option which was already exercisable, shall remain exercisable until the Expiration Date.):

Exercisability of Option. This Option may be exercised at any time prior to the its Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] The number Except as provided below, 20% of shares with respect to which the Shares covered by this Option shall become exercisable six months following the Grant Date. 20% of the Shares covered by this Option shall become exercisable every six months thereafter. Any fraction of a Share that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share Share shall be added to the portion of the Option becoming exercisable on the following monthvesting date. (b) Except as provided below, the last day you can exercise this Option is the day preceding the fifth anniversary of the Grant Date (the "Expiration Date"). (c) In the event you are placed on a company initiated leave of absence as defined in the Officer Severance Policy, for reasons other than Cause, this Option will continue to vest in accordance with the Officer Severance Policy. (d) Upon the termination of your employment by reason of Retirement, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (ce) Upon the termination of your employment by reason of death or Disability, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (df) Upon the termination of your employment for Cause, this Option will be canceled. (eg) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) or the Expiration Date, and the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) or the original Expiration Date. Any portion of this Option which is not then exercisable will be canceled. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on the termination date and, together with any portion of the Option which was already exercisable, shall remain exercisable until the Expiration Date.):

Exercisability of Option. This Option may be exercised at any time prior to the its Expiration Date set forth above or its earlier cancellation as follows: (a) [Insert vesting schedule] 1/4th of the shares covered by this Option shall become exercisable on the first anniversary of the Grant Date. 1/48th of the shares covered by this Option shall become exercisable each month thereafter. The number of shares with respect to which this Option that becomes exercisable on any date will be rounded down to the next lowest whole number, and any fraction of a share shall be added to the portion of the Option becoming exercisable the following month. (b) Upon the termination of your employment by reason of Retirement, any portion of this Option which is then exercisable will remain exercisable until the Expiration Date and any portion of this Option which is not then exercisable will be canceled. (c) Upon the termination of your employment by reason of death or Disability, any portion of this Option which is not then exercisable will become exercisable and, along with any portion of this Option which is then exercisable, will remain exercisable until the Expiration Date. (d) Upon the termination of your employment for Cause, this Option will be canceled. (e) Upon the termination of your employment as a result of a Company Action, any portion of this Option that is then exercisable shall remain exercisable until the earlier of (i) the ninetieth day from the date of termination and (ii) or the Expiration Date, and the Company Action Vesting Portion shall not be forfeited and canceled and shall become immediately exercisable until the earlier of (i) the ninetieth day after termination of employment and (ii) or the original Expiration Date. "Company Action Vesting Portion" is determined as of the date of termination of employment and shall be the portion of the Option computed as follows (but not less than zero): Company Action Vesting Portion = N x M/D - E where: N = the number of shares originally subject to the Option, M = the number of complete months elapsed since the Grant Date, D = the number of complete months between the Grant Date and the date on which the Option was originally scheduled to become completely exercisable, and E = the number of Shares covered by the Option for which the Option has already become exercisable (regardless of whether the Option has been exercised with respect to such Shares). If your employment terminates under circumstances constituting both a Company Action and Retirement, the Company Action Vesting Portion shall become exercisable on the termination date and, together with any portion of the Option which was already exercisable, shall remain exercisable until the Expiration Date.