FORM OF WARRANTAvaya Holdings Corp. • December 22nd, 2015 • Telephone & telegraph apparatus • Delaware
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE HOLDER).
SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 22nd, 2015 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 29, 2012, is made by and among TPG, Silver Lake, Co-Invest, Co-Invest II, Co-Invest III (each as defined below) and such other Persons (as defined below) who may become party to this Agreement from time to time in accordance with the provisions herein (with TPG, Silver Lake, Co-Invest, Co-Invest II and Co-Invest III, the “Stockholders”), and Avaya Holdings Corp., a Delaware corporation (the “Company”), amending and restating the Amended and Restated Stockholders Agreement, dated as of December 18, 2009, by and among TPG, Silver Lake, Co-Invest and the Company.
Personal and Confidential November 20, 2015 Mr. James Chirico Dear Jim,Personal and Confidential • December 22nd, 2015 • Avaya Holdings Corp. • Telephone & telegraph apparatus
As a result of your expected future contribution to Avaya, we are pleased to offer you a Retention Bonus in the amount of $1,000,000 (the “Retention Bonus”). Details follow below.
Avaya Inc. Long-Term Cash Award AgreementLong-Term Cash Award Agreement • December 22nd, 2015 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
AVAYA HOLDINGS CORP. SECOND AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN NONSTATUTORY STOCK OPTION AWARD AGREEMENT THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS...Nonstatutory Stock Option Award Agreement • December 22nd, 2015 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This agreement (the “Agreement”) evidences a stock option granted by Avaya Holdings Corp. (the “Company”), to the undersigned (the “Award Recipient”), pursuant to, and subject to the terms of, the Second Amended and Restated 2007 Equity Incentive Plan (the “Plan”), which is incorporated herein by reference.
AVAYA HOLDINGS CORP. SECOND AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS AWARD AND ANY SECURITIES ISSUED PURSUANT TO THE AGREEMENT ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF...Restricted Stock Unit Award Agreement • December 22nd, 2015 • Avaya Holdings Corp. • Telephone & telegraph apparatus • Delaware
This agreement (the “Agreement”) evidences an Award of Restricted Stock Units (the “RSUs”) to the Award Recipient governed by the terms of the Avaya Holdings Corp. Second Amended and Restated 2007 Equity Incentive Plan (the “Plan”), subject to the terms set forth below and on Appendix I and in the Plan, which is incorporated herein by reference; and (ii) agrees with Avaya Holdings Corp. (the “Company”) as follows:
