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Exhibit 10.9




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NORTEL NETWORKS CORPORATION  STOCK OPTIONS
INSTRUMENT OF GRANT
  NAME OF OPTIONEE:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «GRANT_DATE»NUMBER OF OPTIONS:
    
    «GRANTED»SUBSCRIPTION PRICE:
    
    «PRICE» (CDN)EXPIRATION DATE:
    
    «EXPIRY_DATE»VESTING SCHEDULE:
    
    «VESTING»  «Vest_Desc»VESTING START DATE:PLAN:
    
    Nortel «PLAN» Plan
    https://webstock.us.nortel.com:49701/webstock/docs/default.html




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http://services-canada.ca.nortel.com/livelinksupport/saw
  (i)
    
    while employed or during the period of twelve (12) months following the termination
of your employment (whether wrongful or for any other reason), you accept employment with
an employer, or accept an engagement to supply services, directly or indirectly, to a
third party, that is in competition with any Nortel Company;(ii)
    
    you fail to comply with or otherwise breach the terms or conditions of any
confidentiality agreement or non-disclosure agreement with any Nortel Company;(iii)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, directly or indirectly recruit, induce or solicit, or attempt to
recruit, induce or solicit, any current employee or other individual who is/or was
supplying services to any Nortel Company, to terminate their employment or contractual
arrangements with any Nortel Company; or(iv)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, solicit, divert or take away, or attempt to divert or take away the
business of any of the customers or accounts, or prospective customers or accounts, of any
Nortel Company or any of its distributors, representatives or vendors, which you have had
contact or communication with while employed at any Nortel Company;
     Corresponding Tax Benefit means the amount of any deduction from or reduction or
credit to the amount of Taxes paid or payable by you or on your behalf in accordance
with the laws of the tax jurisdiction applicable to you as a result of or in connection
with the payment to the Corporation of all or any portion of the Applicable Amount by
the Designated Employee;Nortel Company means Nortel Networks Corporation and its affiliated entities (as such
term is defined by the 1986 Plan and 2000 Plan); and




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Tax means any income tax, capital gains tax, statutory pension plan contributions
and/or other social security tax or applicable social security charge levied in
accordance with the laws of the jurisdiction to which you are subject at the time the
Shares are issued upon the exercise of Options (and, where applicable, at the time of
the Effective Date of the Grant of such Options).
    http://services-canada.ca.nortel.com/livelinksupport/saw




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NORTEL NETWORKS CORPORATION  STOCK OPTIONS
INSTRUMENT OF GRANT
  NAME OF OPTIONEE:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «GRANT_DATE»NUMBER OF OPTIONS:
    
    «GRANTED»SUBSCRIPTION PRICE:
    
    «PRICE» (USD)EXPIRATION DATE:
    
    «EXPIRY_DATE»VESTING SCHEDULE:
    
    «VESTING»  «Vest_Desc»VESTING START DATE:PLAN:
    
    Nortel «PLAN» Plan




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https://webstock.us.nortel.com:49701/webstock/docs/default.html
 http://services-canada.ca.nortel.com/livelinksupport/saw
  (i)
    
    while employed or during the period of twelve (12) months following the termination
of your employment (whether wrongful or for any other reason), you accept employment with
an employer, or accept an engagement to supply services, directly or indirectly, to a
third party, that is in competition with any Nortel Company;(ii)
    
    you fail to comply with or otherwise breach the terms or conditions of any
confidentiality agreement or non-disclosure agreement with any Nortel Company;(iii)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, directly or indirectly recruit, induce or solicit, or attempt to
recruit, induce or solicit, any current employee or other individual who is/or was
supplying services to any Nortel Company, to terminate their employment or contractual
arrangements with any Nortel Company; or(iv)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, solicit, divert or take away, or attempt to divert or take away the
business of any of the customers or accounts, or prospective customers or accounts, of any
Nortel Company or any of its distributors, representatives or vendors, which you have had
contact or communication with while employed at any Nortel Company;
     Corresponding Tax Benefit means the amount of any deduction from or reduction or
credit to the amount of Taxes paid or payable by you or on your behalf in accordance
with the laws of the tax jurisdiction applicable to you as a result of or in connection
with the payment to the Corporation of all or any portion of the Applicable Amount by
the Designated Employee;Nortel Company means Nortel Networks Corporation and its affiliated entities (as such
term is defined by the 1986 Plan and 2000 Plan); and




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##### 



Tax means any income tax, capital gains tax, statutory pension plan contributions
and/or other social security tax or applicable social security charge levied in
accordance with the laws of the jurisdiction to which you are subject at the time the
Shares are issued upon the exercise of Options (and, where applicable, at the time of
the Effective Date of the Grant of such Options).
    http://services-canada.ca.nortel.com/livelinksupport/saw




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NORTEL NETWORKS CORPORATION  STOCK OPTIONS
INSTRUMENT OF GRANT
  NAME OF OPTIONEE:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «GRANT_DATE»NUMBER OF OPTIONS:
    
    «GRANTED»SUBSCRIPTION PRICE:
    
    «PRICE» (USD)EXPIRATION DATE:
    
    «EXPIRY_DATE»VESTING SCHEDULE:
    
    «VESTING»  «Vest_Desc»VESTING START DATE:PLAN:
    
    Nortel «PLAN» Plan




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##### 



https://webstock.us.nortel.com:49701/webstock/docs/default.html
 http://services-canada.ca.nortel.com/livelinksupport/saw
  (i)
    
    while employed or during the period of twelve (12) months following the termination
of your employment (whether wrongful or for any other reason), you accept employment with
an employer, or accept an engagement to supply services, directly or indirectly, to a
third party, that is in competition with any Nortel Company;(ii)
    
    you fail to comply with or otherwise breach the terms or conditions of any
confidentiality agreement or non-disclosure agreement with any Nortel Company;(iii)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, directly or indirectly recruit, induce or solicit, or attempt to
recruit, induce or solicit, any current employee or other individual who is/or was
supplying services to any Nortel Company, to terminate their employment or contractual
arrangements with any Nortel Company; or(iv)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, solicit, divert or take away, or attempt to divert or take away the
business of any of the customers or accounts, or prospective customers or accounts, of any
Nortel Company or any of its distributors, representatives or vendors, which you have had
contact or communication with while employed at any Nortel Company;
     Corresponding Tax Benefit means the amount of any deduction from or reduction or
credit to the amount of Taxes paid or payable by you or on your behalf in accordance
with the laws of the tax jurisdiction applicable to you as a result of or in connection
with the payment to the Corporation of all or any portion of the Applicable Amount by
the Designated Employee;Nortel Company means Nortel Networks Corporation and its affiliated entities (as such
term is defined by the 1986 Plan and 2000 Plan); and




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##### 



Tax means any income tax, capital gains tax, statutory pension plan contributions
and/or other social security tax or applicable social security charge levied in
accordance with the laws of the jurisdiction to which you are subject at the time the
Shares are issued upon the exercise of Options (and, where applicable, at the time of
the Effective Date of the Grant of such Options).
    http://services-canada.ca.nortel.com/livelinksupport/saw




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NORTEL NETWORKS CORPORATION  STOCK OPTIONS
INSTRUMENT OF GRANT  BELGIUM
  NAME OF OPTIONEE:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «GRANT_DATE»NUMBER OF OPTIONS:
    
    «GRANTED»SUBSCRIPTION PRICE:
    
    «PRICE» (USD)EXPIRATION DATE:
    
    «EXPIRY_DATE»VESTING SCHEDULE:
    
    «VESTING»  «Vest_Desc»VESTING START DATE:PLAN:
    
    Nortel «PLAN» Plan
    https://webstock.us.nortel.com:49701/webstock/docs/default.html




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##### 



http://services-canada.ca.nortel.com/livelinksupport/saw
  (i)
    
    while employed or during the period of twelve (12) months following the termination
of your employment (whether wrongful or for any other reason), you accept employment with
an employer, or accept an engagement to supply services, directly or indirectly, to a
third party, that is in competition with any Nortel Company;(ii)
    
    you fail to comply with or otherwise breach the terms or conditions of any
confidentiality agreement or non-disclosure agreement with any Nortel Company;(iii)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, directly or indirectly recruit, induce or solicit, or attempt to
recruit, induce or solicit, any current employee or other individual who is/or was
supplying services to any Nortel Company, to terminate their employment or contractual
arrangements with any Nortel Company; or(iv)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, solicit, divert or take away, or attempt to divert or take away the
business of any of the customers or accounts, or prospective customers or accounts, of any
Nortel Company or any of its distributors, representatives or vendors, which you have had
contact or communication with while employed at any Nortel Company;
     Corresponding Tax Benefit means the amount of any deduction from or reduction or
credit to the amount of Taxes paid or payable by you or on your behalf in accordance
with the laws of the tax jurisdiction applicable to you as a result of or in connection
with the payment to the Corporation of all or any portion of the Applicable Amount by
the Designated Employee;Nortel Company means Nortel Networks Corporation and its affiliated entities (as such
term is defined by the 1986 Plan and 2000 Plan); andTax means any income tax, capital gains tax, statutory pension plan contributions
and/or other social security tax or applicable social security charge levied in
accordance with the laws of the jurisdiction to




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which you are subject at the time the Shares are issued upon the exercise of Options
(and, where applicable, at the time of the Effective Date of the Grant of such
Options).
    http://services-canada.ca.nortel.com/livelinksupport/saw




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15.
    
    The timing of taxation on your stock options is dependent upon when you accept this
Instrument of Grant;
 i)
    
    if this Instrument of Grant is accepted greater than 60 days after the date of
offer/Formal Grant Notification Date (as defined below), your stock options will be taxable
at the date of exerciseii)
    
    if this Instrument of Grant is accepted within 60 days of the date of offer/Formal Grant
Notification Date (as defined below) by checkingoneof the boxes below, your stock
options will be taxable at time of grant:Any references in this Instrument of Grant to potential tax consequences are made solely
for general information purposes. Nortel is and shall not in any manner be responsible or
in any way liable for the accuracy of such information, or changes in Belgian tax law or
interpretations made by Belgian authorities which could potentially conflict with such
information.
 o
    
    Iaccept the terms and conditions of this Grant and commit not to exercise
the options prior to the end of the third calendar year after the year in which Moment of
Grant occurs (Moment of Grant is deemed to occur 60 days after the Formal Grant
Notification Date), which will result in a taxable fringe benefit equal to 10% of the value
of the underlying shares. I understand that if I exercise the options prior to this time I
will be deemed to have received an additional taxable fringe benefit equal to 10% of the
value of the underlying shares. Further, I acknowledge and agree that Nortel has not
attested to or otherwise certified or guaranteed the accuracy of information on potential
tax consequences and Nortel is and shall not in any manner be responsible or in any way
liable for the accuracy of such information, or changes in Belgian tax law or
interpretations made by Belgian authorities which could potentially conflict with such
information.




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o
    
    Iaccept the terms and conditions of this Grant and do not commit not to
exercise the options prior to the end of the third calendar year after the year in
which Moment of Grant occurs (Moment of Grant is deemed to occur 60 days after the Formal
Grant Notification Date). I understand that because I have not committed to refrain from
exercising the options prior to this time I will be deemed to have received a taxable
fringe benefit equal to 20% of the value of the underlying shares.Further, I acknowledge
and agree that Nortel has not attested to or otherwise certified or guaranteed the accuracy
of information on potential tax consequences and Nortel is and shall not in any manner be
responsible or in any way liable for the accuracy of such information, or changes in
Belgian tax law or interpretations made by Belgian authorities which could potentially
conflict with such information.If you accept this Grant and want to be taxed at grant please check the appropriate box
above, execute where indicated below and return within 60 days all pages of this Instrument
to Stock Option Plan Administrator, Nortel Networks Corporation, Dept CO1G, MS-036/EN/101,
8200 Dixie Road, Suite 100, Brampton, Ontario, Canada, L6T 5P6 within 60 days of the Formal
Grant Notification Date. The Formal Grant Notification Date of this Grant is the day on
which Nortel Networks Corporation sent you an e-mail notifying you of this Grant
(regardless of when you read that e-mail).By default, taxation of your stock options will occur on the day of exercise.Signature of Optionee:Date:




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NORTEL NETWORKS CORPORATION  STOCK OPTIONS
INSTRUMENT OF GRANT
 NEITHER THE ISSUER NOR THE SECURITIES ARE REGISTERED IN THE SECURITIES REGISTER
OF THE REPUBLIC OF CHILE OR SUBJECT TO THE SURVEILLANCE OF THE SUPERINTENDENCY OF
SECURITIES AND INSURANCE OF CHILE  EL EMISOR Y SUS ACCIONES NO SE ENCUENTRAN
INSCRITOS EN EL REGISTRO DE VALORES DE LA REPUBLICA DE CHILE NI ESTAN SUJETOS A LA
FISCALIZACION DE LA SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE.
  NAME OF OPTIONEE:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «GRANT_DATE»NUMBER OF OPTIONS:
    
    «GRANTED»SUBSCRIPTION PRICE:
    
    «PRICE» (USD)EXPIRATION DATE:
    
    «EXPIRY_DATE»VESTING SCHEDULE:
    
    «VESTING»  «Vest_Desc»VESTING START DATE:PLAN:
    
    Nortel «PLAN» Plan




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https://webstock.us.nortel.com:49701/webstock/docs/default.html
 http://services-canada.ca.nortel.com/livelinksupport/saw
  (i)
    
    while employed or during the period of twelve (12) months following the termination
of your employment (whether wrongful or for any other reason), you accept employment with
an employer, or accept an engagement to supply services, directly or indirectly, to a
third party, that is in competition with any Nortel Company;(ii)
    
    you fail to comply with or otherwise breach the terms or conditions of any
confidentiality agreement or non-disclosure agreement with any Nortel Company;(iii)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, directly or indirectly recruit, induce or solicit, or attempt to
recruit, induce or solicit, any current employee or other individual who is/or was
supplying services to any Nortel Company, to terminate their employment or contractual
arrangements with any Nortel Company; or(iv)
    
    while employed or during the period of twelve (12) months following termination of
your employment (whether wrongful or for any other reason), you, on your own behalf or on
any others behalf, solicit, divert or take away, or attempt to divert or take away the
business of any of the customers or accounts, or prospective customers or accounts, of any
Nortel Company or any of its distributors, representatives or vendors, which you have had
contact or communication with while employed at any Nortel Company;




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Corresponding Tax Benefit means the amount of any deduction from or reduction or
credit to the amount of Taxes paid or payable by you or on your behalf in accordance
with the laws of the tax jurisdiction applicable to you as a result of or in connection
with the payment to the Corporation of all or any portion of the Applicable Amount by
the Designated Employee;Nortel Company means Nortel Networks Corporation and its affiliated entities (as such
term is defined by the 1986 Plan and 2000 Plan); andTax means any income tax, capital gains tax, statutory pension plan contributions
and/or other social security tax or applicable social security charge levied in
accordance with the laws of the jurisdiction to which you are subject at the time the
Shares are issued upon the exercise of Options (and, where applicable, at the time of
the Effective Date of the Grant of such Options).
    http://services-canada.ca.nortel.com/livelinksupport/saw




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