AVAYA INC. 2004 LONG TERM INCENTIVE PLAN (“PLAN”) FORM OF PERFORMANCE VESTING RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Vesting Restricted Stock Unit Award Agreement • December 21st, 2005 • Avaya Inc • Telephone & telegraph apparatus • Delaware
Contract Type FiledDecember 21st, 2005 Company Industry JurisdictionYou have been granted as of the Grant Date set forth above, «XX» restricted stock units (“Restricted Stock Units”) (subject to Section 1 below). Upon termination of the restrictions related thereto, each Restricted Stock Unit will be converted into one share of Avaya Inc. (“Avaya” or “Company”) common stock, par value $.01 (“Shares”), subject to the terms and conditions of the Plan and this Agreement.