NNC Form of Indemnity Agreement



 

 
 Exhibit 10.66 
 Indemnity 
 In consideration of your service or continued service in any of the following
capacities: 
  

	 	•	 	 as an officer of Nortel Networks Corporation (the “Corporation”) and Nortel Networks Limited (“NNL”); 


  

	 	•	 	 as a director of any entity of the Corporation to the extent that you are serving in such capacity at the request of the Corporation; or



  

	 	•	 	 as an officer of any other entity to the extent that you are serving in such capacity at the request of the Corporation, 


 such capacities referred to herein as the “Indemnified Capacities”, the Corporation with full power and authority to grant an indemnity valid and binding upon
and enforceable against it in the terms hereinafter contained, hereby agrees to indemnify you to the full extent contemplated by this agreement. 
  

	1.	Scope of Indemnity 

 (a) The Corporation shall
indemnify and hold you harmless for the full amount of any “Cost” (as hereinafter defined) reasonably incurred by you in connection with any “Proceeding” (as hereinafter defined) that may be made or asserted against or affecting
you or in which you are required by law to participate or in which you participate at the request of the Corporation or in which you choose to participate (based on your reasonable belief that you may be subsequently named in that Proceeding or any
Proceeding related to it) if it relates to, arises from or is based on your service in an Indemnified Capacity, in any case whether or not you have been named (an “Indemnified Claim”). 
 (b) Subject to the terms hereof and any applicable policy of the Corporation relating to the reimbursement of expenses, the Corporation shall also
indemnify and hold you harmless for the full amount of any other Cost reasonably incurred by you or to which you are subject if it relates to, arises from or is based on your service in an Indemnified Capacity (provided however that you shall not be
entitled to indemnification in respect of any tax assessed on your income). Subject to the terms of any applicable policy of the Corporation, the Corporation shall also reimburse you for reasonable legal fees that you incur in connection with your
retaining separate counsel in respect of a matter being considered by the board of directors of the Corporation. 
 (c) For the purposes of
this agreement: 
  

 Nortel Networks Corporation 
 195 The West Mall Toronto ON Canada M9C 5K1 









	 	(i)	“Indemnified Amount” means any amount which the Corporation is obliged to pay pursuant hereto; 

  

	 	(ii)	“Cost” means all injury, liability, loss, damage, charge, cost, expense, fine or settlement amount whatsoever which you may reasonably incur, suffer or be required to pay
(including, without limitation, all reasonable legal and other professional fees as well as all out-of-pocket expenses for attending discoveries, trials, hearings and meetings); and 

  

	 	(iii)	“Proceeding” means any claim, action, suit, application, litigation, charge, complaint, prosecution, assessment, reassessment, investigation, inquiry, hearing or
proceeding of any nature or kind whatsoever, whether civil, criminal, administrative or otherwise. 

  

	2.	Procedure for Making a Claim 

  

	 	(a)	If you wish to make any claim for payment of an Indemnified Amount to you by the Corporation hereunder, you shall deliver a written notice of such claim for payment to the
Corporation, together with reasonable details and supporting documentation with respect to such claim (such written notice, together with such details and documentation, referred to herein as an “Indemnification Notice”).


  

	 	(b)	Subject to obtaining any required court approval, the Corporation shall pay all Indemnified Amounts arising in connection with the matters described in the Indemnification Notice to
you (or as you may direct) no later than 30 days after the date on which you deliver an Indemnification Notice on account of any such Indemnified Amount to the Corporation. 

  

	 	(c)	The Corporation shall pay all Indemnified Amounts within the time period contemplated in this Section 2, subject to Section 6 hereof. 

  

	3.	Notice of Claim 

  

	 	(a)	Notice to Corporation 

 If you become aware of any
Indemnified Claim or reasonably expect that an Indemnified Claim will be made, you will give the Corporation notice in writing promptly of such Indemnified Claim or potential Indemnified Claim. 
  

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	 	(b)	Notice to Director or Officer 

 If the Corporation
becomes aware of any Indemnified Claim or reasonably expects that an Indemnified Claim will be made, the Corporation will give you notice in writing promptly of such Indemnified Claim or potential Indemnified Claim. 
  

	4.	Defence of Action 

  

	 	(a)	By Corporation 

 The Corporation shall at its
expense and in a timely manner contest and defend against any Indemnified Claim (other than an Indemnified Claim brought by the Corporation or any of its subsidiaries) and take all such steps as may be necessary or proper therein to prevent the
resolution thereof in a manner adverse to you, including the taking of such appeals as counsel to the Corporation may advise are likely to succeed in the circumstances (which opinion shall be in writing and a copy thereof provided to you). In this
regard, the Corporation will keep you fully informed on a timely basis of all steps and developments relating to the foregoing. The Corporation shall not agree to any settlement on your behalf without your written consent. 
  

	 	(b)	By Officer 

 Notwithstanding Section 4(a)
hereof, you will be entitled to assume carriage of your own defence relating to any Indemnified Claim (and for greater certainty, the full amount of reasonable expense you incur in connection with such defence shall be an Indemnified Amount) if:

  

	 	(i)	the Corporation does not in a timely manner: 

  

	 	(A)	undertake appropriate action; or 

  

	 	(B)	take such legal steps as may be from time to time required to properly defend against any such claim; or 

  

	 	(ii)	in the reasonable opinion of your counsel (which opinion shall be in writing and a copy thereof provided to the Corporation) your interests in respect of the relevant matter
conflict with the interests of the Corporation in respect of such matter or with the interests of any other director or officer of the Corporation in respect of whose defence the Corporation has carriage; 

 provided that: 
  

	 	(i)	you shall not agree to settle any Indemnified Claim without the prior written consent of the Corporation (unless you have a reasonable belief that the Corporation will not satisfy
its obligations to you hereunder if the Indemnified Claim proceeds); and 

  

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	 	(ii)	if the Indemnified Claim would be covered by insurance maintained by the Corporation, you shall comply with the applicable conditions of such coverage (provided however, that
failure to so comply shall not relieve the Corporation of its obligation to indemnify you hereunder). 

  

	5.	Former Directors and Officers 

 (a) You shall
continue to be entitled to indemnification and advances hereunder in accordance with the terms hereof with respect to Indemnified Claims, even though you may no longer be acting in an Indemnified Capacity. 
 (b) You and your advisors shall at all times be entitled to review during regular business hours all documents, records and other information with
respect to the Corporation or any entity in which you acted in an Indemnified Capacity which are under the Corporation’s control and which may be reasonably necessary in order to defend yourself against any Proceeding that relates to, arises
from or is based on your service in an Indemnified Capacity, provided that you shall maintain all such information in strictest confidence except to the extent necessary for your defence. 
  

	6.	No Obligation to Pay Indemnities Prohibited by Law 

 (a) Notwithstanding anything contained herein, the Corporation shall not pay any Indemnified Amount hereunder if the payment of such amount would be prohibited under the provisions of the Canada Business Corporations Act (the
“CBCA”) or otherwise by law. 
 (b) Without limitation to Section 6(a), you acknowledge that the CBCA prohibits the
Corporation from indemnifying you unless you: 
  

	 	(i)	acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, of NNL or any other entity to the extent that you are serving as a
director or officer of that entity at the request of the Corporation; and 

  

	 	(ii)	in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, you had reasonable grounds for believing that your conduct was lawful (each
of (i) and (ii) a “Condition”). 

 (c) If the Corporation pays an Indemnified Amount which it is prohibited
from paying by law (as determined by a court or administrative tribunal of competent jurisdiction in a final judgment that has become non-appealable), then such amount shall be deemed to have been an advance of Costs by the Corporation to you and
upon written request by the Corporation, you shall repay such amounts to the Corporation. For greater certainty, it is acknowledged that the Corporation shall advance Costs to you or on your behalf in connection with an Indemnified Claim prior to
the resolution of the merits of any action, provided that if a court or administrative tribunal of competent jurisdiction in a final judgment that has become non-appealable determines that you do not fulfill either of the Conditions, you shall repay
such amounts to the Corporation. 
  

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	7.	Court Approval 

 (a) If the Corporation is required
under applicable law to obtain the approval of the court in order to pay any Indemnified Amount, the Corporation shall seek such approval forthwith upon demand by you for indemnification or advance. 
 (b) In the event of a dispute under this agreement, the Corporation shall apply to the court to approve a payment under this agreement forthwith upon
receiving a written request from you to do so. 
  

	8.	Insurance 

 The Corporation will advise you promptly
after it becomes aware of any material change in or withdrawal or lapse in coverage of any insurance policy of the Corporation’s existing directors and officers, details of any claim made under such a policy and the triggering of any extended
reporting period applicable to any such policy. 
  

	9.	Enurement 

 This indemnity and the benefit of the
obligations of the undersigned hereunder shall inure to the benefit of you, your heirs, estate, executors and administrators and shall be binding upon the Corporation’s successors and assigns. 
  

	10.	Previous Indemnities 

 This indemnity supersedes and
replaces all prior indemnities entered into between the Corporation and you with respect to the subject matter of this indemnity, provided however, that nothing in this provision shall operate to restrict in any way any indemnity to which you are
entitled under the Corporation’s by-laws or otherwise at law. 
  

	11.	Jurisdiction 

 The courts of the Province of
Ontario, Canada shall have exclusive jurisdiction with respect to all matters dealing with the enforcement of or otherwise arising out of or in connection with this indemnity, and by accepting and relying hereon you expressly and irrevocably submit
and attorn to the exclusive jurisdiction of, and irrevocably agree to be bound by a judgment of, any such court relating to all such matters. 
  

	12.	Notices 

 Any notice permitted or required hereunder
shall be made: 
  

					
	(i)	  	to the Corporation at: Nortel Networks Corporation, 195 The West Mall, Toronto, Ontario, M9C 5K1, Attention: Chief Legal Officer (facsimile: 905.863.7386); and
			
	(ii)	  	to you at	  	Address
		  		  	City, Prov
		  		  	Postal Code

  

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 (or at such other address as you or the Corporation may from time to time specify) and shall be
sufficiently given if delivered personally, if sent by mail or transmitted by fax and such notice shall be deemed to have been received on the date it is sent (or, if not sent on a day on which the Corporation is open for business at its head office
(a “business day”), on the next business day), except for notices sent by mail, which will be deemed to have been received on the fifth business day following the date mailed. 
  

	13.	Governing Law 

 This indemnity shall in all respects
be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and all disputes, claims or matters arising out of or under it shall be governed by such laws. 
 DATED this      day of
                    , 2008. 
  

			
	NORTEL NETWORKS CORPORATION
		
	by	 	  

	Name:	 	Gordon A. Davies
	Title:	 	Deputy General Counsel and Corporate Secretary
		
	by	 	  

	Name:	 	Pavi Binning
	Title:	 	Chief Financial Officer


 The undersigned accepts the foregoing indemnity and agrees to comply with the terms and conditions set out
above. 
  

					
	  
	 		  	  

	[Name of Officer]	 		  	[Witness]

  

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