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Exhibit 10.4
 CONFIDENTIAL-SPECIAL HANDLING
  
   1.
    
    As used in this Agreement, the term Corporation shall mean Nortel Networks Corporation, its
subsidiaries and affiliates, their successors and assigns, and all of their past and present
officers, directors, employees and agents (in their individual and representative capacities),
in every case, individually and collectively.2.
    
    Effective as of the close of business on April 30, 2007, your active employment relationship
with the Corporation will cease (the Employment Termination Date). However, it is agreed
and understood that as of the close of business on March 31, 2007, you will no longer be
expected to perform your current duties or responsibilities on behalf of the Corporation (and
you shall not be held responsible for the performance of such duties and responsibilities) and
you are not required to come into the office after such date. All previous external
responsibilities which you had will be assumed by a person designated by the Corporation,
including any participation in industry or other associations representing the Corporation.
You cease to act as an officer and/or director of the Corporation and any of the Corporations
subsidiaries and affiliates on April 30, 2007, and the Corporation will take all necessary
steps to remove you from all such positions.




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Peter W. Currie
February 5, 2007
Page 2
    
    (NORTEL LOGO)
 3.
    
    You understand and agree that your designation of Reporting Insider pursuant to Corporate
Policy 320.28 of the Corporation (and under applicable Canadian/U.S. securities legislation
for Reporting Insiders), shall cease effective 12:01 a.m. on May 1, 2007. Notwithstanding the
fact that you no longer have this designation, if you are in possession of material non-public
information relating to the Corporation, you are prohibited from trading in securities of the
Corporation (or informing another person of the material non-public information) in accordance
with applicable laws. You further understand that you are required to amend your insider
profile within 10 days of April 30, 2007 on the Canadian System for Electronic Disclosure by
Insiders (SEDI) to indicate that you are no longer a Reporting Insider of the Corporation.
You should contact the Insider Reporting Department at (905) 863-1220 and fax (905) 863-8524
for assistance in amending the SEDI profile.4.
    
    Conditional upon your compliance with all terms and conditions of this Agreement, the
Corporation shall:
 (a)
    
    pay you the sum of US$ 24,038.46 bi-weekly, converted to Canadian
currency in the same manner as you were paid immediately prior to the termination of
your active employment, less applicable deductions, commencing on May 1, 2007 and
terminating April 30, 2009 (Salary Continuation Period). The first such payment
shall be made on the Corporations next regular payroll date following the Employment
Termination Date and shall include all bi-weekly payments accrued to that date;(b)
    
    pay you, on or before the next regular payroll date following the Employment
Termination Date, a lump sum amount equivalent to three (3) weeks of base salary
representing all of your current accrued but unused vacation benefit, with no further
vacation accrual subsequent to April 30, 2007;(c)
    
    consider you eligible to receive an incentive award payment under the 2006
SUCCESS Incentive Plan (the Plan) as contemplated by the Plan. Any payment under
the Plan will be determined by the Corporation based on the terms and conditions of
the Plan applicable to you as of the date hereof, and will be made using an Individual
Performance Factor of 1.0. Eligibility shall not be construed as a right to such
payment, and any such payment will be made to you in a lump sum on the date that any
incentive award payment is made by the Corporation to employees generally under the
terms of the Plan;(d)
    
    continue your participation during the Salary Continuation Period, subject to
the provisions of the applicable plans, in group medical, life insurance and




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Peter W. Currie
February 5, 2007
Page 3
    
    (NORTEL LOGO)
 dental insurance, for you and any of the dependents currently covered; you shall
continue to make any required contributions for such benefits at the rates
applicable for senior executive employees occupying positions similar to that you
occupied with the Corporation through the deductions authorized in paragraph 4(a);(e)
    
    consider you ineligible for consideration for any future grant(s) of stock
options, Restricted Stock Units (RSUs) or Performance Stock Units (PSUs). Stock
options and RSUs previously granted to you will continue to vest during the Salary
Continuation Period in accordance with the provisions of the plan under which the
stock options or RSUs were granted and the instrument of grant evidencing the grant.
Your right, if any, to exercise any vested stock options or to receive common shares
of the Corporation in settlement of any vested RSUs after your active employment
relationship with the Corporation ceases (including during the Salary Continuation
Period) will be determined in accordance with the provisions of the stock option or
RSU plan under which the stock options or RSUs were granted and the instrument
evidencing the options or RSUs. Your right to receive common shares of the
Corporation in settlement of PSUs previously granted to you shall be determined in
accordance with the provisions of the PSU plan under which PSUs were awarded and the
instrument evidencing the award. To the extent applicable, it is confirmed that you
meet the definition of retirement under the Nortel Networks Corporation 2005 Stock
Incentive Plan;(f)
    
    following your completion of the necessary documentation, distribute your
account balance in accordance with the provisions of the Nortel Networks Investment
Plan. Your right to contribute to and participate in the Investment Plan will cease
at the end of the Salary Continuation Period;(g)
    
    make available to you, should you elect, executive outplacement services to
assist you in securing new employment and pay the professional fees for such services
as are reasonably incurred;(h)
    
    with respect to any monies or monetary equivalents to be paid hereunder, in
its reasonable discretion withhold appropriate amounts concerning any and all
applicable federal and provincial taxes; and(i)
    
    pay the cost of personal income tax preparation by a service provider
selected by you for the tax year 2006 and 2007.




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Peter W. Currie
February 5, 2007
Page 4
    
    (NORTEL LOGO)
 5.
    
    All Corporation compensation, benefits and perquisites not expressly extended to or preserved
for you pursuant to this Agreement shall be terminated effective 12:01 a.m., May 1, 2007.6.
    
    Regardless of whether you comply with this Agreement, the Corporation shall indemnify you,
and advance any reasonable legal fees and expenses, to the extent permitted by, and in
accordance with, section 124 of the Canada Business Corporations Act (the CBCA) and the
Corporations By-Laws (the By-Laws). You shall repay such fees and expenses if and to the
extent it is determined that you do not fulfill the conditions set forth in subsection 124(3)
of the CBCA or the By-Laws. Subject to and without limiting the foregoing, the Corporations
legal counsel will represent you in respect of any civil, criminal, administrative,
investigative (including any internal investigation or independent review being conducted by
the Corporations Board of Directors or a Committee thereof) or other proceeding in Canada,
the United States or other applicable jurisdiction in which you are involved (including as a
witness) because of your association with the Corporation (hereinafter, the Matter).
However, in the event that the Corporations counsel cannot represent you in the Matter
because of a conflict, the Corporation agrees to advance monies to pay your reasonable and
actual legal expenses in the Matter provided that you will not settle the Matter, retain
defense counsel or expert witnesses or consultants, or incur any defense costs without
obtaining the prior written consent of the Chief Legal Officer, which consent will not be
unreasonably withheld.7.
    
    You shall reconcile and settle your employee expense account, and any advances made to you by
the Corporation, as soon as possible, but not later than the Employment Termination Date, and
the Corporation shall in the normal course reimburse you for any business expenses incurred by
you through the Employment Termination Date.8.
    
    You shall continue to maintain the confidentiality of all of the Corporations trade secrets
and confidential or proprietary commercial, technical or other information; and specifically
you agree that you shall not at any time during or following your employment with the
Corporation, disclose, other than to the Corporations authorized personnel, or otherwise use
for non-Corporation purposes, any confidential or proprietary information (whether or not a
trade secret) relating to an activity of the Corporation. You shall also continue to maintain
the confidentiality of




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Peter W. Currie
February 5, 2007
Page 5
    
    (NORTEL LOGO)
 any dealings, transactions or affairs of the Corporation which may have come to your
knowledge in any manner during your employment.Further, you agree not to reveal, disclose, or cause to be revealed or disclosed, anything
with respect to the Corporation that is injurious or harmful of any of its interests, or
the interests of its employees, officers or directors. In addition, during the period May
1, 2007 to April 30, 2009, you:
 (i)
    
    shall issue no public statement on the business affairs, policies or the like
of the Corporation without the prior written consent of the Chief Legal Officer and,
without limiting the foregoing, you shall not in any way disparage the Corporation;
and(ii)
    
    shall not, on behalf of yourself or others, directly or indirectly, recruit,
induce or solicit or attempt to recruit, induce or solicit any individual who is
supplying services to the Corporation, whether as an employee, contractor, consultant
or otherwise, to terminate their employment or contractual arrangements with the
Corporation; and(iii)
    
    shall not become and employee, contractor, consultant, representative or in
any manner or capacity accept any assignment, project or work for a direct competitor
of the Corporation, without the prior written approval of the Chief Legal Officer,
provided that such approval shall not be unreasonably withheld.
 The Corporation, on its own behalf and on behalf of its employees, officers and directors
agrees not to reveal, disclose or cause to be revealed or disclosed, anything with respect
to you that is injurious or harmful to any of your interests and, without limiting the
foregoing, shall not in any way disparage you.Nothing in this Agreement or otherwise shall prevent you or the Corporation from (x)
responding to incorrect, disparaging or derogatory statements to the extent reasonably
necessary to correct or refute such statement or (y) making any truthful statement to the
extent necessary in connection with the circumstances covered by clauses (i), (ii) and
(iii) of the next paragraph.Notwithstanding any of the foregoing, the provisions of this section 8 shall not apply (i)
when disclosure is required by law or by any court, or administrative or legislative body
(including any committee thereof) with actual or apparent jurisdiction to order you or the
Corporation to disclose or make accessible any such information, (ii) with respect to any
litigation involving this Agreement or any other agreement between




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Peter W. Currie
February 5, 2007
Page 6
    
    (NORTEL LOGO)
 you and the Corporation, (iii) in connection with any assistance provided by you pursuant
to section 11 hereof or (iv) as to information that becomes generally known to the public
or within the relevant trade or industry other than due to a violation of this section 8.9.
    
    Absent prior written approval by the Chief Legal Officer, following your notification to the
Corporation pursuant to section 10, not to be unreasonably withheld, the Corporations
obligations under paragraphs 4(a), (c), (d), (f), (g) and (i)] will terminate forthwith if you
become an employee, consultant, contractor or representative or any direct competitor of the
Corporation.10.
    
    Upon the occurrence of any contingency which may affect your rights in or to any subsequent
payment or benefit, or affects the Corporations rights under this Agreement, including
without limitation, your obtaining new employment, you shall, within ten (10) days of such
occurrence, provide written notice to the Corporation of that event. Such notice shall be
sent in writing to the Chief Legal Officer.11.
    
    You shall make available to the Corporation, upon reasonable notice and at a time convenient
to you, advice, assistance and information. In addition, you shall assist the Corporation by
offering and explaining evidence, providing sworn statements, participation in discovery, and
trial preparation testimony as may be deemed necessary by the Corporation concerning the
Corporations position in any legal or regulatory proceedings involving issues brought against
or initiated by the Corporation of which you have knowledge. In the event it is necessary for
you to provide the aforementioned services, then the Corporation shall reimburse you for
authorized, reasonable and documented travel expenses, including, but not limited to,
transportation, lodging and meals. The Corporation acknowledges that attorneys fees and
associated expenses are reimbursable if the assistance you provide is related to any Matter,
as set forth in section 6 hereof.12.
    
    You have returned to Nortel Networks any and all property of Nortel Networks that was in your
possession and/or subject to your control, whether such material shall be written instruments
or tapes in electronic and/or recorded format.Nortel Networks Corporate Procedure 206.01 states that all documents, messages or data
composed, sent, or received through the network of Nortel Networks in any form are and
remain at all times the property of Nortel Networks. In addition, all work product that
you have produced during your employment with the Corporation is the property of the
Corporation. Therefore, all information, (however recorded or stored) (Information) in
your possession and/or that you have created in the course of your




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Peter W. Currie
February 5, 2007
Page 7
    
    (NORTEL LOGO)
 employment with the Corporation (whether or not currently in your possession or control) is
the property of the Corporation. Information does not include copies in your possession of
your records of employment and/or financial dealings between you and the Corporation.You are aware that the Corporation has received a formal order of investigation from the
United States Securities and Exchange Commission (SEC) that requires the preservation and
collection and disclosure of certain Information to the SEC. The Corporation is also a
party to certain civil lawsuits and other investigations and may need access to certain
Information for those matters as well. Therefore, you took affirmative steps to preserve
all applicable information in your possession, custody and control (including information
controlled by your assistant, if any), have left all such information in the possession and
custody of the Corporation, and do not have any Information in your possession or custody.The Information will be used by the Corporation for general business purposes and may also
be provided to regulatory authorities in response to their requests or disclosed in any
relevant private litigation to which the Corporation is a party. Also, the Information may
be used by and provided to entities within the Corporations group of companies and/or the
Corporations external advisors. In some instances, the recipients of this Information
will be located outside your geographic area. To the extent that the information contains
any personal information, you consent to the collection, transfer and disclosure of that
information by the Corporation to subsidiaries and affiliates of the Corporation, third
parties and regulatory authorities within and outside of your geographic area for the
purposes set out above, and the Corporation shall advise you of any such transmittal.13.
    
    In consideration of the monies and other benefits to be provided to you as set forth herein,
you hereby fully and completely release the Corporation, its subsidiaries and affiliates, and
their respective directors, officers and employees, to the extent permitted by law, from any
and all real or pretended claims, causes of actions, rights, damages or injuries of any nature
whatsoever you may have had or now have, whether known or unknown, (except for promises and
commitments contained or preserved herein), arising from or connected with your employment
with the Corporation or the termination thereof, including any and all such claims, causes of
action, rights, damages or injuries arising under any statute, including, without limitation,
the applicable labour legislation in Ontario or at common law. Furthermore, you understand
that this release shall be binding upon you and your heirs, administrators, representatives,
executors, successors, and assigns and its enforceability shall not be challenged.




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Peter W. Currie
February 5, 2007
Page 8
    
    (NORTEL LOGO)
 You acknowledge that you have read this letter and that you understand all of its terms and
have executed it voluntarily with full knowledge of its significance. Further, you
acknowledge that you have had an adequate opportunity to review and consider the
arrangements, including at your discretion, the right to discuss this Agreement with legal
counsel of your choice. Finally, you acknowledge that you understand you are hereby
granting to the Corporation a full and final release as set forth above.14.
    
    This Agreement constitutes the entire understanding of the parties with respect to your
employment, including the cessation of your employment, and there are no promises,
understandings or representations other than those expressly set forth or preserved herein.
This Agreement may be modified only with a written instrument duly executed by you and the
Corporation.15.
    
    This Agreement shall be governed by the laws of Ontario, Canada without regard to any
provisions concerning conflict of laws. This Agreement may be delivered by facsimile and
executed in counterparts, all of which, taken together, shall constitute one and the same
original instrument.16.
    
    The parties agree that should any provision of this Agreement be declared or be determined by
any court to be illegal or invalid, the validity of the remaining parts, terms or provisions
shall not be affected thereby and said illegal or invalid part, term, or provision shall be
deemed not to be a part of this Agreement.17.
    
    Nothing in this Agreement shall be construed to prevent the Corporation, its Chief Executive
Officer, the Chairman of the Board of Directors or any individual directors from providing you
or your prospective employer, as applicable, with an appropriate positive and unconditional
reference or letter of recommendation relating to your employment with the Corporation. It is
agreed and understood that such letter of recommendation shall be provided upon request.




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Peter W. Currie
February 5, 2007
Page 9
    
    (NORTEL LOGO)
   /s/ Mike S. ZafirovskiMike S. Zafirovski  /s/ Gordon A. DaviesGordon A. DaviesGeneral Counsel  Corporate
and Corporate Secretary /s/ Peter W. CurriePeter W. Currie