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): ~~May~~July 1326, 2016

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
incorporation)			Identification No.)


4655 Great America Parkway
Santa Clara, California		95054
(Address of principal executive offices)		(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:

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

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

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

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

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

~~Adoption~~(e) As detailed below under Item 8.01, on July 26, 2016, Avaya Holdings Corp. (“Holdings”), the parent company of ~~Change~~Avaya Inc. (the “Company”), completed an offer to exchange certain outstanding equity awards held by current employees of the Company, including the Company’s current Named Executive Officers (the “NEOs”), who were identified in ~~Control~~the ~~Agreements~~Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (the “2015 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2015. The Item 8.01 description below is incorporated by reference into this Item 5.02.

OnItem ~~May 13, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of Avaya Holdings Corp~~8.,01 ~~the~~Other ~~parent company of Avaya Inc~~Events. (the “Company”), approved a form of Avaya Inc. Executive Change in Control Agreement (the “CIC Agreement”), which will be entered into with key executives of the Company to facilitate such executives’ continued dedication to the Company notwithstanding the occurrence of a change in control of the Company and to encourage such executives’ full attention and dedication to the Company and its affiliated companies currently and in the event of a change in control. The Committee also approved a form of Avaya Inc. Executive Change in Control Agreement (the “CEO CIC Agreement”) to be entered into with Kevin J. Kennedy, the Company’s Chief Executive Officer (the “CEO”).

The CIC Agreement and the CEO CIC Agreement each provide that if the executive’s employment is terminated by the Company without cause (other than due to the executive’s death or disability) or by the executive for good reason, in each case, during the six months preceding a change in control of the Company or within the two years following a change in control of the Company, the executive will be entitled to receive certain payments and benefits. Upon such a qualifying termination, the CEO will be entitled to receive two and a half times the sum of his annual base salary and target annual bonus, while the Company’s other current Named Executive Officers (the “NEOs”), who were identified in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (the “2015 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2015, will be entitled to receive two times the sum of their respective annual base salaries and target annual bonuses, each in addition to other benefits described in the CEO CIC Agreement and the CIC Agreement, respectively.Offer

~~The~~On ~~foregoing~~July ~~description~~26, ~~of the CIC Agreement and the CEO CIC Agreement does not purport to be comprehensive and is qualified in its entirety by reference to the full text of the CIC Agreement and the CEO CIC Agreement~~2016, ~~which~~Holdings ~~are~~completed ~~filed~~an asoffer ~~Exhibits 10.1 and 10.2, respectively,~~ to ~~this~~exchange ~~Current Report on Form 8-K and incorporated by reference herein.~~certain:

~~Revisions~~(i) outstanding unvested restricted stock units (the “Eligible RSUs”) previously granted under the Holdings Second Amended and Restated 2007 Equity Incentive Plan (as subsequently amended on November 16, 2015) (the “2007 Plan,” which was filed as Exhibit 10.41 to ~~Fiscal~~the ~~2016~~Company’s ~~Compensation~~Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed with the SEC on November 26, 2014 and Exhibit 10.71 to the 2015 Form 10-K),

On May 13, 2016, the Committee approved changes to the Company’s executive compensation program, which included revisions to the Avaya Holdings Corp. Executive Committee Discretionary Annual Incentive Plan (~~the “EC DAIP”~~ii) ~~and~~outstanding ~~the~~unvested ~~long-term~~or ~~incentive~~vested ~~awards~~deferred granted to NEOs in November 2015. While no changes were made to the NEOs’ base salaries reported in the 2015 Form 10-K, aggregate NEO compensation for fiscal year 2016 was revised. The EC DAIP, which was previously filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2013, as amended by Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 12, 2016, provides executive officers with a semi-annual discretionary incentive opportunity intended to reward both Company and individual performance. The long-term incentive awards granted to NEOs in November 2015 consisted of cash awards, restricted stock units ~~and stock options~~ (~~collectively,~~ the “~~FY2016~~Eligible ~~Long-Term~~Deferred ~~Awards~~RSUs”), aspreviously ~~detailed~~granted inunder the ~~2015~~2007 ~~Form~~Plan, ~~10-K.~~ and

~~The~~(iii) ~~Committee~~outstanding ~~approved~~unvested multiple-of-money (“MoM”)-based long-term incentive cash awards (the ~~following~~“Eligible ~~changes~~MoM toAwards,” and together with the ~~Company’s~~Eligible ~~executive~~RSUs ~~compensation~~and ~~program:~~the Eligible Deferred RSUs, the “Eligible Awards”) previously granted under the Holdings Amended and Restated Long-Term Incentive Cash Bonus Plan (amended and restated as of November 1, 2009),

~~•Key~~in ~~Employee~~each ~~Incentive~~case, ~~Plan: The~~for ECtime-based ~~DAIP and the Company’s~~ long-term incentive ~~plan~~cash ~~were~~awards ~~combined into~~ (the ~~Avaya~~“Replacement ~~Inc.~~Cash ~~2016~~Awards”) ~~Key~~on ~~Employee~~the ~~Incentive~~terms ~~Plan,~~and ~~which~~under isthe aconditions ~~single~~set ~~market-based~~forth ~~performance~~in ~~incentive~~a ~~program~~private ~~tied~~offering tomemorandum ~~Avaya’s~~dated ~~Adjusted~~June ~~EBITDA~~13, ~~metric~~2016, (the ~~“Key~~related ~~Employee~~award ~~Incentive Plan”~~agreement(s)~~. Payments~~ ~~under~~and the ~~Key~~Holdings ~~Employee~~Cash Long-Term Incentive Plan ~~will~~(effective beas ~~earned~~of ~~each~~May ~~fiscal~~19, ~~quarter~~2016), ~~subject~~which towas ~~achievement~~filed ofas ~~applicable~~Exhibit ~~results~~10.7 ~~and~~to the ~~executive~~Company’s ~~continued~~Current ~~employment~~Report ~~through~~on ~~the~~Form ~~end~~8-K offiled with the ~~applicable~~SEC ~~fiscal~~on ~~quarter~~May 19, 2016. The exchange offer was launched on June 13, 2016 and ~~earned~~was ~~payments~~originally ~~will~~scheduled to be ~~distributed~~completed toon July 11, 2016. On July 12, 2016, the ~~executives~~Company ~~during~~extended the ~~next~~offer ~~fiscal~~until ~~quarter. NEOs~~July ~~will~~26, ~~earn~~2016 ~~compensation~~pursuant ~~under~~to ~~the~~a ~~Key~~notice ~~Employee~~of ~~Incentive~~extension ~~Plan~~which ~~beginning~~was indistributed ~~the~~to ~~fourth~~all eligible participants.

~~quarter~~Pursuant ofto the ~~Company’s~~exchange ~~2016~~offer, ~~fiscal~~Eligible ~~year and continuing through the third quarter of the Company’s 2017 fiscal year. The FY2016 Long-Term~~ Awards ~~awarded~~were totendered ~~NEOs on November 17~~to, ~~2015 will be cancelled,~~ and ~~such~~accepted ~~awards, as well as EC DAIP awards~~ for ~~the~~exchange ~~second half of fiscal year 2016, will be replaced~~ by ~~the payments and awards under the Key Employee Incentive Plan~~, asHoldings ~~a condition of participation therein. On May 19, 2016, the Committee determined EC DAIP awards for the NEOs for the first half of fiscal year 2016, which awards will be paid~~ as ~~soon~~detailed as practicable. The total amounts that would be payable to the NEOs under the Key Employee Incentive Plan for four full quarters of participation and assuming that all performance-based metrics are achieved each quarter are as followsbelow: ~~Kevin J. Kennedy $9,600,000; James Chirico $2,750,000; Amy Fliegelman Olli $1,650,000; and David Vellequette $2,350,000.~~

•Retention Awards: Each NEO will receive a one-time retention award which will be paid in the third quarter of the Company’s 2016 fiscal year, which award remains subject to clawback (generally on a pro rata basis) if the NEO is terminated by the Company for cause or resigns without good reason, in each case, within eighteen (18) months after the date of such retention award. In connection with the retention award granted to James Chirico, the cash retention award previously granted to James Chirico in November 2015, which was described in the 2015 Form 10-K, pursuant to which he was to receive $500,000 at the end of fiscal years 2016 and 2017, was modified to (i) accelerate the first payment of $500,000 so that such payment will be paid in the third quarter of the Company’s 2016 fiscal year, provided that this payment will be subject to pro-rata clawback if Mr. Chirico does not remain employed by the Company through September 30, 2016, and (ii) cancel the second $500,000 payment which was to be paid at the end of fiscal year 2017. The retention awards payable to the NEOs are as follows: Kevin J. Kennedy $6,900,000; James Chirico $2,000,000; Amy Fliegelman Olli $1,250,000; and David Vellequette $1,550,000.



Eligible Award Tendered and Exchanged	Exchange Ratio	Vesting of Replacement Cash Awards⁽¹⁾
Eligible RSUs	a Replacement Cash Award with a value equal to $0.40 in exchange for every one (1) Eligible RSU tendered for exchange	Two year vesting, with 34% vesting on the first anniversary of the grant date and 33% vesting on each of the eighteen (18)-month anniversary and the second anniversary of the grant date
Eligible Deferred RSUs	a Replacement Cash Award with a value equal to $0.40 in exchange for every one (1) Eligible Deferred RSU tendered for exchange	Vesting and payment according to the existing vesting and distribution schedule in effect for the corresponding tendered Eligible Deferred RSU
Eligible MoM Awards	a Replacement Cash Award with a value equal to 25% of the original value of the Eligible MoM Award tendered for exchange	Three year vesting, with 33% vesting on the first anniversary of the grant date and 16.75% vesting every six (6) months thereafter

~~The~~(1) ~~foregoing~~All ~~description~~vesting ~~of the Key Employee Incentive Plan and the retention awards does not purport to be comprehensive and~~ is ~~qualified~~subject ~~in its entirety by reference~~ to ~~the~~continued ~~full~~employment ~~text~~through of the ~~Key~~applicable ~~Employee~~vesting ~~Incentive Plan, the form of Key Employee Incentive Plan Participation Agreement, the form of Retention Bonus Agreement and Mr~~date. ~~Chirico’s Retention Bonus Agreement, which are filed as Exhibits 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and incorporated by reference herein.~~

~~Adoption~~The extended exchange offer expired at 5:00 p.m., New York City time, on July 26, 2016. 217 holders of ~~Long-Term~~Eligible ~~Cash~~Awards ~~Incentive~~accepted ~~Plan~~the exchange, pursuant to which the following Eligible Awards were exchanged:

On(i) ~~May~~105 ~~19,~~Eligible ~~2016~~RSU awards, ~~the~~representing ~~Committee~~approximately ~~approved~~3,963,158 ~~the~~shares ~~Avaya~~of Holdings ~~Corp.~~common ~~Cash~~stock ~~Long-Term~~and ~~Incentive~~69.9% ~~Plan~~of (the ~~“Cash~~total ~~Incentive~~shares ~~Plan”) pursuant to which select employees~~ of ~~Avaya~~ Holdings ~~Corp.~~common ~~and~~stock ~~its~~underlying ~~subsidiaries~~all ~~will~~the ~~receive~~Eligible ~~cash~~RSUs ~~incentives~~held toby ~~reward~~current ~~them~~employees ~~on their performance and that~~ of the Company~~. The Committee did not approve any Cash Incentive Plan awards to NEOs~~, ~~but it approved an initial form of Avaya Holdings Corp. Long-Term Cash Award Agreement to be used for certain future awards.~~

~~The~~(ii) ~~foregoing~~116 ~~description~~Eligible ofDeferred ~~the~~RSU ~~Cash~~awards, ~~Incentive~~representing ~~Plan~~approximately ~~does~~5,677,588 ~~not~~shares ~~purport~~of toHoldings becommon ~~comprehensive~~stock and is91.7% ~~qualified in its entirety by reference to the full text~~ of the ~~Cash~~total ~~Incentive~~shares ~~Plan and the form~~ of ~~Avaya~~ Holdings ~~Corp.~~common ~~Long-Term~~stock ~~Cash~~underlying ~~Award~~all ~~Agreement,~~the ~~which~~Eligible ~~are~~Deferred ~~filed~~RSUs asheld ~~Exhibits~~by ~~10.7~~current ~~and~~employees ~~10.8,~~of ~~respectively,~~the toCompany ~~this Current Report on Form 8-K~~ and ~~incorporated by reference herein.~~

~~Item 9~~(iii) 130 Eligible MoM Awards with an aggregate original value equal to $12,361,000, representing approximately 64.010% ~~Financial~~of ~~Statements~~the ~~and~~aggregate ~~Exhibits~~original value of all the Eligible MoM Awards held by current employees of the Company.

~~(d) Exhibits~~On July 27, 2016, Holdings granted Replacement Cash Awards with an aggregate value of $6,946,619 for the exchanged Eligible Awards.

Exhibit		Exhibit Name
10.1		Form of Avaya Inc. Executive Change in Control Agreement, dated May 13, 2016, between Avaya Inc. and an executive
10.2		Avaya Inc. Executive Change in Control Agreement, dated May 13, 2016, between Avaya Inc. and Kevin J. Kennedy
10.3		Avaya Inc. 2016 Key Employee Incentive Plan, effective April 1, 2016
10.4		Form of Participation Agreement, dated May 13, 2016, between Avaya Inc. and an executive
10.5		Form of Retention Bonus Agreement, dated May 13, 2016, between Avaya Inc. and an executive
10.6		Retention Bonus Agreement, dated May 13, 2016, between Avaya Inc. and James Chirico
10.7		Avaya Holdings Corp. Cash Long-Term Incentive Plan, effective as of May 19, 2016
10.8		Form of Avaya Holdings Corp. Long-Term Cash Award Agreement

The Eligible Awards exchanged by the NEOs were as follows: Kevin J. Kennedy – Eligible RSUs representing 729,166 shares of Holdings common stock and Eligible Deferred RSUs representing 1,134,731 shares of Holdings common stock for an aggregate $745,560 of Replacement Cash Awards; James Chirico – Eligible RSUs representing 256,249 shares of Holdings common stock and Eligible Deferred RSUs representing 312,083 shares of Holdings common stock for an aggregate $227,334 of Replacement Cash Awards; Amy Fliegelman Olli – Eligible RSUs representing 203,409 shares of Holdings common stock for an aggregate $81,364 of Replacement Cash Awards; and David Vellequette – Eligible RSUs representing 256,249 shares of Holdings common stock and Eligible Deferred RSUs representing 326,279 shares of Holdings common stock for an aggregate $233,013 of Replacement Cash Awards. None of the NEOs held any Eligible MoM Awards.

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, including statements about our future financial and operational performance, planned and unrealized future savings and well as statements about our future growth plans and drivers. These statements may be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “our vision,” “plan,” “potential,” “predict,” “should,” “will” or “would” 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, 2015, 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: May 19, 2016	By:	/s/ David Vellequette
Date: August 1, 2016	By:	/s/ David Vellequette
	Name:	David Vellequette
	Title:	Senior Vice President and Chief Financial Officer

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