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Exhibit 10.6
 NORTEL NETWORKS CORPORATION  RESTRICTED STOCK UNITS
INSTRUMENT OF AWARD
  NAME:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «AWARD_DATE»NUMBER OF RSUs:
    
    «AWARDED»VESTING SCHEDULE:
    
    <VEST DESC>PLAN:
    
    NORTEL <PLAN> 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).
    2




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NORTEL NETWORKS CORPORATION  RESTRICTED STOCK UNITS
INSTRUMENT OF AWARD
  NAME:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «AWARD_DATE»NUMBER OF RSUs:
    
    «AWARDED»VESTING SCHEDULE:
    
    <VEST DESC>PLAN:
    
    NORTEL <PLAN> 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).
    2




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NORTEL NETWORKS CORPORATION  PERFORMANCE STOCK UNITS
INSTRUMENT OF AWARD
  NAME:
    
    «NAME» («GID»)EFFECTIVE DATE:
    
    «AWARD_DATE»NUMBER OF PSUs:
    
    «AWARDED»PERFORMANCE PERIODS:
    
    «PERIODS»PLAN:
    
    NORTEL 2005 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
      (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
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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;
     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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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
    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 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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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
    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 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




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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
 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 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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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
 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 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
       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 exercise




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4 ii)
    
    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.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.
 within 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).
 after   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).
  Signature of Optionee:Date: