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Exhibit 10.5
 NORTEL NETWORKS CORPORATION  RESTRICTED STOCK UNITS
INSTRUMENT OF AWARD
  NAME:
    
    Mike Zafirovski (5078718)EFFECTIVE DATE:
    
    November 15, 2005NUMBER OF RSUs:
    
    2,265,000VESTING SCHEDULE:
    
    20% ON FIRST ANNIVERSARY OF THE EFFECTIVE DATE;40% ON SECOND ANNIVERSARY OF THE EFFECTIVE;60% ON THIRD ANNIVERSARY OF THE EFFECTIVE DATE;80% ON FOURTH ANNIVERSARY OF THE EFFECTIVE DATE;100% ON FIFTH ANNIVERSARY OF THE EFFECTIVE DATEPLAN:
    
    NORTEL 2005 STOCK INCENTIVE PLAN
      (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 the Company;(ii)
    
    you fail to comply with or otherwise breach the terms or conditions of any
confidentiality agreement or non-disclosure agreement with the 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 the Company, to terminate their employment or
contractual arrangements with the 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 the Company or any of its distributors, representatives or vendors, which
you have had contact or communication with while employed at the Company;




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- 2 -




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- 3 -          /s/ MIKE S.
ZAFIROVSKI




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NORTEL
NETWORKS CORPORATION - STOCK OPTIONS
INSTRUMENT OF GRANT
  NAME OF OPTIONEE:
    
    Mike Zafirovski (5078718)EFFECTIVE DATE:
    
    November 15, 2005NUMBER OF OPTIONS:
    
    5,000,000SUBSCRIPTION PRICE:
    
    $3.10 (USD)EXPIRATION DATE:
    
    November 14, 2015VESTING SCHEDULE:
    
    5YA  One-fifth of the Options become exercisable on
each of the first, second, third, fourth and fifth
anniversary of the Vesting Start DateVESTING START DATE:
    
    November 15, 2005PLAN:
    
    Nortel Networks 2000 Plan
    https://webstock.us.nortel.com:49701/webstock/docs/
default.html
 http://services-canada.ca.nortel.com/livelinksupport/saw




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2  (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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3  http://services-canada.ca.nortel.com/livelinksupport/saw
       /s/ MIKE S.
ZAFIROVSKI