8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  December 11, 2013

____________________

AVAYA INC.

(Exact Name of Registrant as Specified in its Charter)

____________________

Delaware	001-15951	22-3713430
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		Number)

4655 Great America Parkway
Santa Clara, California	95054
(Address of Principal Executive Office)	(Zip Code)

 Registrant’s telephone number, including area code:  (908) 953-6000

N/A

(Former Name or Former Address, if Changed Since Last Report)

 ____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.Entry into a Material Definitive Agreement.

Both Avaya Inc. (the "Company") and its parent company, Avaya Holdings Corp. ("Parent"), are party to a Management Services Agreement with Silver Lake Management Company, L.L.C. ("SLP") and TPG Capital Management, L.P. ("TPG," and, together with SLP, the "Managers"), pursuant to which the Managers provide management and financial advisory services. Under the Management Services Agreement, the Managers receive, among other things, a monitoring fee of $7 million per annum. A copy of the management services agreement is listed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (the "Form 10-K").

On December 12, 2013, Parent, the Company and TPG agreed that, effective October 1, 2013, the portion of the monitoring fees payable to TPG will be reduced by $1,325,000 for the Company's fiscal year ended September 30, 2014 and thereafter on an annual basis by $800,000. A copy of that agreement is incorporated herein by reference and filed herewith as Exhibit 10.1.

Item. 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e)

Executive Committee Performance Recognition Plan Amendment

As previously disclosed on Form 8-K filed on November 21, 2013, the Compensation Committee of the Board of Directors of Parent (the "Board") recently approved the amendment of the Executive Committee Performance Recognition Plan (the “EC LTIP”). The EC LTIP as revised is incorporated herein by reference and filed herewith as Exhibit 10.2.

Chief Executive Officer Compensation

On December 11, 2013, the Board approved the following long-term incentive grant (“LTI Grant”) comprised of a mix of stock options, restricted stock units (“RSUs”) and cash to Mr. Kevin J. Kennedy, Chief Executive Officer and President of the Company:

	Stock Options		RSUs
LTI Grant Total ($)	($)	(#)	($)	(#)	Cash ($)
$7,500,000	$1,500,000	1,200,000	$2,250,000	1,000,000	$3,750,000

Stock options and RSUs under the LTI Grant vest 1/3 on the first anniversary of the date of grant and 1/12 on each quarterly anniversary of the date of grant thereafter. The cash portion of each LTI Grant will vest 1/3 on each anniversary of the date of grant. The number of stock options and RSUs awarded is based upon the fair market value of a share of Parent’s common stock, which was $2.25 on the date of grant and a Black-Scholes value of $1.25 as of June 30, 2013, respectively.

If at the end of each fiscal year during the vesting period the Compensation Committee or the Board determines that a "Pre-STIP Adjusted EBITDA" target has been achieved by the Company, then for such fiscal year a multiplier of 1.5 times will be applied to one-third of the initial grant date value of the RSU and cash portions of the award. Additional RSUs and cash will be granted as of the date of such determination and will be 100% vested at the time of grant. The number of RSUs to be delivered will be determined using the fair market value of a share of Parent’s common stock on the date such determination is made. Accordingly, Mr. Kennedy has the opportunity to receive an additional amount of RSUs having a value of $375,000 and additional cash of $625,000 in each fiscal year if the multiplier for such fiscal year is triggered, or RSUs having an aggregate value of $1,125,000 and additional cash of $1,875,000 if the multiplier is triggered for all three fiscal years. For purposes of the award, "Pre-STIP Adjusted EBITDA" means Adjusted EBITDA (as defined in the Company’s Form 10-K), excluding the impact of payments under the Avaya Inc. Short Term Incentive Plan ("STIP") or any successor plan.

In addition to the above, the Board approved a one-time cash bonus to Mr. Kennedy in the amount of $3,000,000 payable on or about December 27, 2013 in recognition of his performance and continued efforts to transform the Company's business.

Non-Employee Director Compensation

Pursuant to a stockholders agreement, each of Mr. Afshin Mohebbi and Mr. Ronald Rittenmeyer serves on the boards of directors of the Company and Parent as a director designated by TPG. Parent has entered into letter agreements dated December 16, 2013 to pay to each of them (or their replacement directors who are also TPG-designated directors) as follows in connection with their service with the boards of the Company and/or Parent:

• Mr. Afshin Mohebbi - (i) $450,000 for his service as a director for the fiscal year ended September 30, 2013; and (ii) $500,000 for his service as a director for the fiscal year ended September 30, 2014 and each fiscal year thereafter.

• Mr. Ronald Rittenmeyer - (i) $75,000 for his service with board matters for the fiscal year ended September 30, 2013 prior to becoming a director effective October 1, 2013; and (ii) $300,000 for his service as a director for the fiscal year ended September 30, 2014 and each fiscal year thereafter.

Copies of each of the agreements with Mr. Mohebbi and Mr. Rittenmeyer are incorporated herein by reference and filed herewith as Exhibit 10.3 and Exhibit 10.4, respectively.

Item 5.02(f)

On December 11, 2013, the Board approved the amount to be awarded to Mr. Kennedy under the STIP for the second half of the fiscal year ended September 30, 2013. Information regarding the STIP for fiscal 2013 was previously described by the Company in the Compensation Discussion and Analysis (“CD&A”) section of its Form 10-K. However, as indicated on page 155 of the Form 10-K, as of the date of its filing Mr. Kennedy’s STIP award for the second half of fiscal 2013 had not been determined. As a result, it was omitted from the discussion in the CD&A as well as from the Summary Compensation Table included in the Form 10-K.

Mr. Kennedy’s STIP award for the second half of fiscal 2013 and his new total compensation amount for fiscal 2013 are set forth below:

Name	Non-Equity Incentive Plan Comp.	Total
Kevin J. Kennedy	$600,000	$7,966,955

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Exhibit Name
10.1	Letter Agreement dated December 12, 2013 by and among Avaya Holdings Corp., Avaya Inc. and TPG Capital Management, L.P.
10.2	Executive Committee Performance Recognition Plan as amended and restated effective as of October 1, 2013
10.3	Letter Agreement dated December 16, 2013 between Avaya Holdings Corp. and Mr. Afshin Mohebbi
10.4	Letter Agreement dated December 16, 2013 between Avaya Holdings Corp. and Mr. Ronald Rittenmeyer

Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking” statements for purposes of the U.S. federal and state securities laws. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative thereof or other variations thereon or comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. These factors, including those discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. For a further list and description of such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov. The Company cautions you that the list of important factors included in the Company’s SEC filings may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters

referred to in the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AVAYA INC.
Date: December 17, 2013	By:	/s/ Pamela F. Craven
	Name:	Pamela F. Craven
	Title:	Chief Administrative Officer

EX-10.1

TPG Capital Management, L.P.

301 Commerce Street

Suite 3300

Fort Worth, Texas 76102

December 12, 2013

Avaya Inc.

211 Mt. Airy Road

Basking Ridge, NJ 07920

Attn: Pamela Craven, Chief Administrative Officer

Re: Monitoring Fee Reduction Notice

Dear Mrs. Craven:

Reference is made to the Management Services Agreement (the "Agreement"), dated as of October 2, 2007, by and among Avaya Holdings Corp. (f/k/a Sierra Holdings Corp.), Sierra Merger Corp. (which has now merged with and into Avaya Inc.), TPG Capital Management, L.P. (f/k/a TPG Capital, L.P.) (“TPG”) and Silver Lake Management Company III, L.L.C. ("Silver Lake"). Terms used and not defined herein shall have the meanings attributed to them in the Agreement.

Pursuant to Section 2(b) of the Agreement, from and after the Closing until the termination of the

Agreement, the Avaya Companies are to pay the Managers a monitoring fee (which is currently equal to $7.0 million per annum) as compensation for the services provided by the Managers under the Agreement, such fee being payable by the Avaya Companies semi-annually in arrears on each March 31^st and September 30^th. TPG’s portion of the monitoring fee is currently equal to $3.5 million per annum.

TPG hereby agrees that, beginning October 1, 2013 and unless otherwise agreed in writing, the Avaya Companies will reduce the portion of the monitoring fee payable to TPG under the Agreement by $1,325,000 for FY14 (as defined below) and thereafter on an annual basis by $800,000.

The Avaya Companies will pay to each of Ronald Rittenmeyer and Afshin Mohebbi (or, with respect to 2014 and thereafter, their replacements who are also TPG-designated directors) as follows in connection with their service as directors on the boards of Avaya Holdings Corp. and Avaya Inc.:

• Ronald Rittenmeyer - (i) $75,000 in January 2014 for his service with Avaya Board matters for Avaya’s fiscal year ended September 30, 2013 (“FY13”) prior to becoming an Avaya director effective October 1, 2013; and (ii) $300,000 for his service as an Avaya Director for Avaya’s fiscal year ended September 30, 2014 (“FY14”) and each fiscal year thereafter, in each case with such annual payment to be made in Avaya’s second fiscal quarter of each fiscal year.

• Afshin Mohebbi - (i) $450,000 in January 2014 for his service as an Avaya director for FY13; and (ii) $500,000 for his service as an Avaya director for FY14 and each fiscal year thereafter, in each case with such annual payment to be made in Avaya’s second fiscal quarter of each fiscal year.

This letter agreement supersedes any and all agreements pertaining to the subject matter hereof. Ronald Rittenmeyer and Afshin Mohebbi (and their replacements who are also TPG designated directors) are express third party beneficiaries of this letter agreement.

[Signature Page Follows]

TPG CAPITAL MANAGEMENT, L.P.

By: TPG Capital Management, LLC,

its general partner

By:    /s/ Ronald Cami

Name:    Ronald Cami

Title:    Vice President

Agreed and acknowledged by:

Avaya Holdings Corp.

By:    /s/ Frank J. Mahr

Name:    Frank J. Mahr

Title:    Corporate Secretary

Avaya Inc. (successor by Merger With

Sierra Merger Corp.)

By:    /s/ Pamela F. Craven

Name:    Pamela F. Craven

Title:    Chief Administrative Officer

EX-10.2

AVAYA INC. EXECUTIVE COMMITTEE

PERFORMANCE RECOGNITION PLAN

As Amended and Restated Effective as of October 1, 2013

Avaya Inc. (the “Company”) previously established the Avaya Inc. Executive Committee 2011 – 2013 Performance Recognition Plan for the benefit of eligible employees of the Company and its subsidiaries. The Company hereby amends and restates the plan and renames it the Avaya Inc. Executive Committee Performance Recognition Plan (the “Plan”). Any term capitalized but not defined in this Plan shall have the meaning assigned to it in the Sierra Holdings Corp. Amended and Restated 2007 Equity Incentive Plan.

1. Purpose of Plan. The Plan is intended to further the interests of the Company and its shareholders by providing cash incentives to selected employees who are expected to be in a position to increase the value of the Company through their efforts. The Plan is intended to be an unfunded plan maintained by the Company and to the extent it provides for deferred compensation it is intended that the Plan be primarily for “a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Plan shall be interpreted and administered consistent with this intent.

2. Administration. The Plan will be administered by the Board of Directors of the Company (the “Board”) and its delegates. The Board and its delegates to the extent of such delegation are referred to as the “Administrator.” As of the Effective Date of this Plan, the Compensation Committee of the Board shall be the Administrator until such time as the Board provides otherwise. The Administrator shall have full authority, subject only to the express provisions of the Plan, to establish written award forms and agreements, construe the terms of the Plan and any award, determine eligibility for any payments under the Plan, and generally do all things necessary to administer the Plan. Any action taken by the Administrator in accordance with the foregoing shall be final and binding on all parties.

3. Eligible Employees. Each employee listed on Exhibit A as amended from time to time shall be eligible to participate in this Plan (each, an “Eligible Employee”) for the performance periods identified in each Eligible Employee’s Award (as defined below). The Administrator shall have the right to amend Exhibit A hereto to add Participants under the Plan, subject to the limitations set forth in Section 4(b) below.

4. Nature of Awards.

(a)    Each award under the Plan (an “Award”) consists of the grant to an Eligible Employee (a “Participant”) of the conditional right to receive a dollar amount credited to the Participant’s account (the “Account”) based on the Company’s performance during the applicable performance periods, and subject to the terms and conditions specified in the Award. The applicable performance periods are (i) fiscal years 2011, 2012 and 2013 (“First Performance Period”), and (ii) fiscal years 2014 and 2015 (“Second Performance Period”). An Account shall be established for each Performance Period. Any Account is solely a recordkeeping entry on the Company’s financial statements. In the event of bankruptcy, a Participant will be a general creditor of the Company with respect to any Award.

(b)    For fiscal years ending before October 1, 2013 and unless provided otherwise in paragraph (c) or (d), the amount credited to a Participant’s Account for a fiscal year will be determined based on the Company’s actual Pre-STIP EBITDA compared to the performance threshold and target for Pre-STIP EBITDA established by the Administrator for the applicable fiscal year (respectively, the “Threshold” and the “Target”), and the related multipliers established by the Administrator for the applicable fiscal year (the “Multipliers”). The Multipliers, Threshold and Target for each fiscal year during the applicable Performance Periods shall be communicated to the Participants within 30 days following the date on which they are established by the Administrator.

For purposes of this Section 4(b), Pre-STIP EBITDA shall mean Management EBITDA (as defined in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010), excluding the impact of payments under the Avaya Inc. Short-term Incentive Plan or any successor plan. For purposes of this Section, Pre-STIP EBITDA shall mean, for fiscal years 2012 and after, Adjusted EBITDA (as defined in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012), excluding the impact of payments under the Avaya Inc. Short-Term Incentive Plan or any successor plan.

The amount credited to a Participant’s Account for a fiscal year shall equal the targeted award (the “Targeted Award”) specified in the Award multiplied by the Multiplier determined based on the Company’s actual performance.

Attainment of Pre-STIP EBITDA between the Threshold and Target levels will result in a pro rata adjustment (based on straight line interpolation) to the Multiplier. If the Pre-STIP EBITDA attained for a fiscal year ending before October 1, 2013 is less than Threshold, no amount shall be credited to any Participant’s Account for such fiscal year.

Effective October 1, 2013 and unless provided otherwise in paragraph (d), the Administrator in its sole discretion will decide how much to credit to the Account of one or more Participants based on any factors the Administrator determines are appropriate regardless of the Company’s performance for the fiscal year. In no event, however, shall the amount credited to a Participant’s Account for any fiscal year exceed 160 percent of that Participant’s Targeted Award.

(c)    For any fiscal year before October 1, 2013 where the actual Pre-STIP EBITDA equals or exceeds Target, the Administrator may in its sole discretion credit an additional amount to the Account of one or more Participants based on any factors the Administrator determines are appropriate, including, but not limited to, individual performance and contribution to the business. In no event, however, shall the amount credited to a Participant’s Account for any fiscal year exceed 160 percent of that Participant’s Targeted Award.

(d)    No amount shall be credited to a Participant’s Account for a fiscal year if the Participant terminates employment (either voluntarily or involuntarily) with the Company and its subsidiaries before the last day of such fiscal year unless (i) such termination of employment is during the Second Performance Period and due to Retirement, or (ii) such termination of employment is during the one year period following a Change of Control and either (A) involuntarily other than for Cause or (B) for Good Reason. If the Participant’s employment with the Company and its subsidiaries involuntarily terminates other than for Cause or voluntarily for Good Reason during the one year period following a Change of Control, a pro rata portion based on the number of months employed during the performance period, of the Targeted Award for such fiscal year shall be credited to the Participant’s Account for that year. If the Participant’s employment with the Company and its subsidiaries terminates due to Retirement during the Second Performance Period, a pro rata portion of the Targeted Award based on the number of months employed during the performance period, would be credited to such Participant’s Account.

(e)    The amounts credited to a Participant’s Account shall not be adjusted or increased by interest.

(f)    The dollar amount of all Awards that may be issued under this Plan shall not exceed $50 million in the aggregate for all Participants.

5. Forfeiture of Awards. Unless previously paid, each Award shall be automatically forfeited, and no payment shall be made with respect thereto, upon termination of the Participant’s employment with the Company and its subsidiaries before the payment date under paragraph 6(a) for any reason, other than (i) death, (ii) Disability, (iii) involuntary termination without Cause, (iv) during the one year period following a Change of Control, voluntary termination for Good Reason, or (v) for the Second Performance Period Awards, Retirement. In addition, a Participant will (a) forfeit any or all rights with respect to the Award or to amounts previously paid under an Award, and (b) be required to pay back any such previously paid amounts, if the Participant breaches any nondisclosure, noncompetition, nonsolicitation or other undertakings in the Award.

6. Payment of Account.

(a)    Unless the Participant terminates employment due to death or Disability, or elects to defer pursuant to paragraph 6(b), his or her First Performance Period Account that has not previously been forfeited, less all applicable withholdings, shall be paid as soon as practicable following the date on which the Administrator certifies the Company’s performance for the fiscal year ending September 30, 2013, and in all events by December 31, 2013. Unless the Participant terminates employment due to death or Disability, or elects to defer pursuant to paragraph 6(b), his or her Second Performance Period Account that has not previously been forfeited, less all applicable withholdings, shall be paid as soon as practicable following the date on which the Administrator certifies the Company’s performance for the fiscal year ending September 30, 2015, and in all events by December 31, 2015. If a Participant terminates employment due to death or Disability, his or her Account not previously forfeited, less all applicable withholdings, shall be paid as soon as practicable following the date of death or Disability and in all events by the 15th day of the third calendar month following death or Disability.

(b)     A Participant may elect to defer payment of his or her Account under an Award by making a written election, in a form prescribed by the Administrator, to defer receipt of such amount (a “Deferral Election”) and delivering it to the Administrator not later than the 30th day following the date the Award is granted. Thereafter, a Participant may make a Deferral Election or change an existing Deferral Election by delivering a new Deferral Election to the Administrator in accordance with procedures established by the Administrator; provided that (i) the new Deferral Election is made at least 12 months before the Account under an Award would otherwise have been paid, and (ii) distribution of the Account under the new Deferral Election shall commence not earlier than five years after the distribution would otherwise have begun. A Deferral Election shall remain effective until the Participant terminates or modifies such election by written notice to the Administrator.

(c)    Each Participant has the right to designate one or more persons, trusts or, with the Administrator’s approval, other entity as the Participant’s beneficiary (“Beneficiary”) to whom benefits under this Plan will be paid in the event of the Participant’s death before distribution to the Participant of the benefits due under the Plan. Each Beneficiary designation will be in a written form prescribed by the Administrator and will be effective only when filed with the Administrator during the Participant’s lifetime. Any Beneficiary designation may be changed by a Participant without the consent of any Beneficiary by the filing of a new Beneficiary designation with the Administrator. Filing a Beneficiary designation as to any benefits available under the Plan revokes all prior Beneficiary designations effective as of the date such Beneficiary designation is received by the Administrator. In the absence of an effective Beneficiary designation, or if all Beneficiaries predecease the Participant, the Participant’s estate will be the Beneficiary.

7. No Funding. The Company intends that the Plan constitute an “unfunded” plan for tax purposes and for purpose of Title 1 of ERISA; provided that the Board or the Administrator may authorize the deposit of cash or other property into a trust (whether existing or newly established), or make other arrangement to meet the Company’s obligations under the Plan. Such trusts or other arrangements shall be consistent with the unfunded status of the Plan, unless the Board or the Administrator determines otherwise with the consent of each Participant.

8. Transferability. The Plan shall be binding on the Company and its successors and assigns. Awards may not be transferred, pledged, hypothecated, assigned or otherwise disposed of, and any attempt to do so shall result in immediate termination of the Award.

9. Amendment and Termination. Either the Board or the Administrator may amend or terminate the Plan or any Award at any time, but no such action shall adversely affect the rights of any Participant with respect to an Award held by such Participant at the time of such change, without such Participant's consent.

10. Governing Law. The Plan shall be governed by and interpreted under the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

Exhibit AEligible Employees

The following employees were eligible prior to October 1, 2013:

Mohamad Ali

Steven Bandrowczak

Alan Baratz

James Chirico

Pamela Craven

Christopher Formant

Roger Gaston

Stephen Gold

J. Joel Hackney

Kevin Kennedy

Anthony Massetti

Thomas Mitchell

Brett Shockley

Fariborz Ebrahimi

Gary Barnett

David Vellequette

Marc Randall

Michael Runda

Pierre-Paul Allard

Jarislow Glembocki

The following employees were eligible effective October 1, 2013:

James Chirico

Pamela Craven

Roger Gaston

Kevin Kennedy

Brett Shockley

Fariborz Ebrahimi

Gary Barnett

David Vellequette

Marc Randall

Michael Runda

Pierre-Paul Allard

Jarislow Glembocki

Exhibit BPre-Established Performance Targets

The pre-established performance targets (expressed in $M) for Pre-STIP EBITDA are:

Fiscal Year	Threshold	Target
FY11	$820	$994
FY12	$1,017	$1,221
FY13	$973	$1,143
FY14

EX-10.3

Avaya Inc.

4655 Great America Parkway

Santa Clara, CA 95054

December 16, 2013

VIA EMAIL

Mr. Afshin Mohebbi

Senior Advisor

TPG Capital, L.P.

345 California Street, Suite 3300

San Francisco, CA 94104

Re:Board Compensation

Dear Mr. Mohebbi:

Avaya has agreed to pay you the following in connection with your service as a representative of TPG Capital and/or one of its affiliates on the boards of directors of Avaya Holdings Corp. and/or Avaya Inc.:

(i) $450,000 in January 2014 for your service as an Avaya Director for Avaya’s fiscal year ended September 30, 2013; and

(ii) $500,000 for your service as an Avaya Director for Avaya’s fiscal year ended September 30, 2014 and each fiscal year thereafter, in each case with such annual payment to be made in Avaya’s second fiscal quarter of each fiscal year.

Regards,

Avaya Holdings Corp.

By:/s/ Frank J. Mahr

Name:Frank J. Mahr

Title:Corporate Secretary

Acknowledged and agreed:

__/s/ Afshin Mohebbi____________________

By:Afshin Mohebbi

Date:December 16, 2013

EX-10.4

Avaya Inc.

4655 Great America Parkway

Santa Clara, CA 95054

December 16, 2013

VIA EMAIL

Mr. Ronald Rittenmeyer

Senior Advisor

TPG Capital, L.P.

c/o Expert Global Solutions, Inc.

5085 W Park Blvd

Suite 300

Plano, TX 75093

Re:Board Compensation

Dear Mr. Rittenmeyer:

Avaya has agreed to pay you the following in connection with your service as a representative of TPG Capital and/or one of its affiliates on the boards of directors of Avaya Holdings Corp. and/or Avaya Inc.:

(i) $75,000 in January 2014 for your service with Avaya Board matters for Avaya’s fiscal year ended September 30, 2013 prior to becoming an Avaya director effective October 1, 2013; and

(ii) $300,000 for your service as an Avaya Director for Avaya’s fiscal year ended September 30, 2014 and each fiscal year thereafter, in each case with such annual payment to be made in Avaya’s second fiscal quarter of each fiscal year.

Regards,

Avaya Holdings Corp.

By: /s/ Frank J. Mahr

Name: Frank J. Mahr

Title:Corporate Secretary

Acknowledged and agreed:

_/s/ Ronald Rittenmeyer______________________

By:Ronald Rittenmeyer

Date:December 16, 2013