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

(e) As part of the Avaya Holdings Corp. (the "Company") Board of Directors' ongoing commitment to compensation best practices and further aligning executive compensation with the interests of the Company's stockholders, James M. Chirico, Jr., President and Chief Executive Officer of the Company, requested that his Executive Employment Agreement, dated November 13, 2017, be amended to (1) remove the so-called "golden parachute" excise tax gross-up provision and (2) reduce his target opportunity from 200% of base salary to 150% of base salary. Under the amended agreement, dated January 3, 2020, Mr. Chirico may not earn a bonus of more than 300% of his base salary at maximum level of performance in respect of any 12 month period.

The amendment described above is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference, and the foregoing summary of the amendment is qualified in its entirety by reference to Exhibit 5.02.

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

Exhibit                  Exhibit Name
10.1                       Amendment No. 1 to Executive Employment Agreement,
                         dated January 3, 2020, between James M. Chirico, Jr. and
                         Avaya Inc.

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