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