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Exhibit 10.15
 NORTEL NETWORKS CORPORATION  PERFORMANCE STOCK UNITS
INSTRUMENT OF AWARD
  NAME:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «AWARD_DATE»NUMBER OF PSUs:
    
    «AWARDED»PLAN:
    
    NORTEL 2005 STOCK INCENTIVE PLAN
      (i)
    
    while employed or during the period of twelve (12) months following the termination of
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 and conditions of any
confidentiality agreement or non-disclosure agreement with the Company,(iii)
    
    while employed or during the period of twelve (12) months following the termination
of 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/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 the termination of
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 had contact or
communication with while employed at the 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 Company of all or any portion of the Applicable
Amount by you; 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 of
Vesting of the PSUs or at the time you receive Shares in settlement of the PSUs,
whichever is applicable (and, where applicable, at the time of the Effective Date of
the Award of such PSUs).
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http://services-canada.ca.nortel.com/livelinksupport/saw
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Signature of Employee:
 
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NORTEL NETWORKS CORPORATION  RESTRICTED STOCK UNITS
INSTRUMENT OF AWARD
 NAME:
    
    0EFFECTIVE DATE:
    
    0NUMBER OF RSUs:
    
    0VESTING SCHEDULE:
    
    33% ON FIRST ANNIVERSARY OF THE EFFECTIVE DATE;33% ON SECOND ANNIVERSARY OF THE EFFECTIVE;34% ON THIRD 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
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(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;
     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 Company of all or any portion of the Applicable Amount by you; 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 of
Vesting of the RSUs or at the time you receive the Shares in settlement of the RSUs,
whichever is applicable (and, where applicable, at the time of the Effective Date of the
Award of such RSUs).
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http://services-canada.ca.nortel.com/livelinksupport/saw
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Signature of Employee:
 
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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 2005 Stock Incentive 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;
     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, collectively, Nortel Networks Corporation and its direct and
indirect Subsidiaries (as such term is defined by the Nortel 2005 Stock Incentive 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).




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3  http://services-canada.ca.nortel.com/livelinksupport/saw
       Signature of Optionee: