0001104659-06-072269 Sample Contracts

AVAYA INC. 2004 LONG TERM INCENTIVE PLAN (“PLAN”) FORM OF TIME VESTING RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SENIOR OFFICERS

2004 Long Term Incentive Plan • November 7th, 2006 • Avaya Inc • Telephone & telegraph apparatus • Delaware

• Contract Type
  2004 Long Term Incentive Plan
• Filed
  November 7th, 2006
• Company
  Avaya Inc
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  Delaware

You have been granted as of the Grant Date set forth above, restricted stock units (“Restricted Stock Units”). Upon termination of the restrictions related thereto, each Restricted Stock Unit will be converted into one share of Avaya Inc. (“Avaya”) common stock, par value $.01 (“Shares”), subject to the terms and conditions of the Plan and this Agreement.