EX-4.6



 






Exhibit 4.6









Mitel Networks Corporation




Employee Stock Option Plan





	1.	 	Purpose of the Plan




The purpose of the Mitel Networks Corporation Employee Stock Option Plan is to develop the interest
of and provide an incentive to eligible employees, directors, officers and consultants of Mitel
Networks Corporation (the “Corporation”), any Subsidiary and any Affiliate (each as defined below),
in the Corporation’s growth and development by granting options to purchase Common Shares to
eligible employees, directors, officers and consultants, thereby advancing the interests of the
Corporation and its shareholders.





	2.	 	Definitions




In this Plan:





	 	a)	 	“Affiliate” has the meaning assigned by the Ontario Securities Act.
	 
	 	b)	 	“Associate” has the meaning assigned by the Ontario Securities Act.
	 
	 	c)	 	“Board of Directors” means the Board of Directors of the Corporation.
	 
	 	d)	 	“Code” means the United States Internal Revenue Code of 1986, as amended from time to
time.
	 
	 	e)	 	“Committee” means:






	 	i)	 	with respect to Participants, the Employee Compensation Committee
appointed by the Board of Directors to administer the Plan and the Board of
Directors if no Employee Compensation Committee has been appointed; and
	 
	 	ii)	 	with respect to Director Participants, the Board of Directors.






	 	 	 	After the Corporation’s Initial Public Offering, the Plan shall be administered by the
Employee Compensation Committee and if the Corporation thereafter becomes subject to the
requirements of section 162(m) of the Code, the composition of the Committee shall satisfy
the requirements of section 162(m) of the Code and the accompanying United States Treasury
Department Regulations.
	 
	 	f)	 	“Common Shares” means the common shares of the Corporation, or in the event of an
adjustment contemplated by Section 18, such other securities to which a Participant or a
Director Participant may be entitled upon the exercise of an Option as a result of such an
adjustment.
	 
	 	g)	 	“Consultant” means an individual, other than an employee, that is engaged to provide
consulting, technical, management or other services to the Corporation, a Subsidiary or an
Affiliate under a written contract between the Corporation, the Subsidiary or the Affiliate
and either the individual or a Consultant Company, if the individual spends or will spend a
significant amount of time and attention on the affairs and business of the Corporation,
the Subsidiary or the Affiliate, provided, however, that a Consultant shall exclude an
individual who performs services in connection with the offer and sale of securities in a
capital raising transaction or services that directly or indirectly promote or maintain a
market for the Corporation’s securities.
	 
	 	h)	 	“Consultant Company” means, with respect to an individual Consultant, either (i) a
company of which the Consultant is an employee or shareholder; or (ii) a partnership of
which the Consultant is an employee or partner.
	 
	 	i)	 	“Corporations Act” means the Canada Business Corporations Act, as amended, and the
regulations promulgated thereunder.
	 
	 	j)	 	“Date of Grant” means, for any Option, the date specified by the Committee at the time
it grants the Option, (provided, however, that such date shall not be prior to the date the
Committee acts to grant the Option) or, if no such date is specified, the date upon which
the Option was granted.




 









 











			
	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 






	 	k)	 	“Director Participant” means a member of the Board of Directors of the Corporation who
is not an employee of the Corporation.
	 
	 	l)	 	“Disability” means permanent and total disability as determined under procedures
established by the Committee for the purposes of the Plan.
	 
	 	m)	 	”Exercise Date” means the date the Secretary of the Corporation receives from a
Participant or a Director Participant a completed Notice of Exercise form with payment for
the Option Shares being purchased.
	 
	 	n)	 	“Exercise Period” means, with respect to any Option, the period during which a
Participant or a Director Participant may purchase Option Shares pursuant to such Option.
	 
	 	o)	 	 “Initial Public Offering” means the earlier of (i) listing and posting for trading of
the Common Shares on any stock exchange in Canada or such other event by which the
Corporation becomes a “reporting issuer” within the meaning of the Ontario Securities Act
and (ii) initial registration of the Common Shares under the 1933 Act.
	 
	 	p)	 	“Insider” means: (i) an insider of the Corporation as defined in the Ontario Securities
Act, other than a person who falls within that definition solely by virtue of being a
director or senior officer of a subsidiary, or an “affiliate” of the Corporation as defined
in the 1934 Act; and (ii) an Associate of any person who is an Insider by virtue of this
subsection.
	 
	 	q)	 	“Option” means a non-assignable and non-transferable option to purchase Option Shares
granted by the Committee pursuant to the Plan.
	 
	 	r)	 	“Optionee” means a Participant or a Director Participant who has been granted one or
more Options.
	 
	 	s)	 	“Option Shares” means Common Shares which are subject to purchase upon the exercise of
outstanding Options.
	 
	 	t)	 	“Outstanding Issue” means, at any time, the number of Common Shares that are
outstanding immediately prior to any issuance of Option Shares, excluding Option Shares
issued pursuant to this Plan as well as Common Shares issued pursuant to all other Share
Compensation Arrangements during the preceding one year period.
	 
	 	u)	 	“Participant” means an employee or officer of the Corporation, any Subsidiary or any
Affiliate, a director (other than a Director Participant) of any Subsidiary or any
Affiliate, and a Consultant or a Consultant Company.
	 
	 	v)	 	“Plan” means the Mitel Networks Corporation Employee Stock Option Plan as set out
herein and as amended from time to time in accordance with the provisions hereof.
	 
	 	w)	 	“Related Person” means a director or senior officer of the Corporation or an Associate
of a director or senior officer of the Corporation.
	 
	 	x)	 	“Retirement” means retirement from active employment with the Corporation, a Subsidiary
or an Affiliate at or after age 65, or with the consent for purposes of the Plan of such
officer of the Corporation as may be designated by the Committee, at or after such earlier
age and upon the completion of such years of service as the Committee may specify.
	 
	 	y)	 	“Share Compensation Arrangement” means a stock option, stock option plan, employee
stock purchase plan or any other compensation or incentive mechanism involving the issuance
or potential issuance of Common Shares of the Corporation to one or more service providers,
including a share purchase from treasury which is financially assisted by the Corporation
by way of a loan, guaranty of otherwise.
	 
	 	z)	 	“Standing Committee” means any sub-committee of the Board of Directors, established by
the Board of Directors from time to time and shall include the Audit Committee and the
Employee Compensation Committee.
	 
	 	aa)	 	“Subsidiary” means any corporation in which the Corporation, directly or through one or
more corporations which are themselves Subsidiaries of the Corporation, owns 50% or more of
the shares eligible to vote at meetings of the shareholders.
	 
	 	bb)	 	“1933 Act” means the United States Securities Act of 1933, as amended from time to
time.






	3.	 	Eligibility




All Participants and Director Participants shall be eligible to participate in the Plan.
Eligibility to participate shall not confer upon any Participant or Director Participant any right
to be granted one or more Options pursuant to the Plan. The extent to which any Participant or
Director Participant shall be entitled to be granted Options pursuant to the Plan shall be
determined in the sole and absolute discretion of the Committee.




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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 






	4.	 	Number of Option Shares Available for Grants




The aggregate number of Common Shares that may be issued pursuant to the exercise of Options shall
not exceed 25,000,000 Common Shares, subject to adjustment pursuant to Section 18. No Option may be
granted by the Committee that would have the effect of causing the total number of Common Shares
subject to Options to exceed the total number of Common Shares reserved for issuance pursuant to
the exercise of Options.



Upon the expiration, surrender, cancellation or termination, in whole or in part, of an unexercised
Option, the Option Shares subject to such Option shall again become available for grant under this
Plan.




In addition,





	 	a)	 	the aggregate number of Common Shares reserved for issuance to Insiders under the Plan
shall not exceed 50% of the aggregate number of Common Shares that may be issued pursuant
to the exercise of Options;
	 
	 	b)	 	the number of Common Shares reserved for issuance pursuant to the exercise of Options
hereunder, together with the number of Common Shares reserved for issuance pursuant to the
exercise of options under all of the Corporation’s other previously established or proposed
Share Compensation Arrangements (excluding Common Shares reserved for issuance under any
stock purchase plan), shall not exceed 25% of the Outstanding Issue and no Common Shares
shall be issued upon the exercise of an Option which, together with issuances of Common
Shares under all of the Corporation’s other previously established or proposed Share
Compensation Arrangements, results in the issuance of greater than 25% of the Outstanding
Issue within a one-year period;
	 
	 	c)	 	the number of Common Shares reserved for issuance pursuant to Options granted to
Insiders or Related Persons, together with the number of Common Shares reserved for
issuance to Insiders or Related Persons pursuant to all of the Corporation’s other
previously established or proposed Share Compensation Arrangements, shall not exceed 10% of
the Outstanding Issue;
	 
	 	d)	 	the number of Common Shares issued to Insiders or Related Persons within a one year
period, pursuant to the Plan and all of the Corporation’s other previously established or
proposed Share Compensation Arrangements, shall not exceed 10% of the Outstanding Issue;
	 
	 	e)	 	the number of Common Shares issued to any one Insider or Related Person and the
Associates of any such Insider or Related Person within a one year period, pursuant to the
Plan and all of the Corporation’s other previously established or proposed Share
Compensation Arrangements, shall not exceed 5% of the Outstanding Issue; and
	 
	 	f)	 	the number of Common Shares reserved for issuance pursuant to Options granted to any
one Insider or Related Person and the Associates of any such Insider or Related Person,
together with the number of Common Shares reserved for issuance pursuant to options or
purchase rights granted to any one Insider or Related Person and the Associates of any such
Insider or Related Person pursuant to all of the Corporation’s other previously established
or proposed Share Compensation Arrangements, shall not exceed 5% of the Outstanding Issue.






	5.	 	Granting of Options




The Committee may from time to time grant Options to Participants to purchase a specified number of
Option Shares at a specified exercise price per Option Share. The number of Options to purchase
Option Shares to be granted, the Date of Grant, and such other terms and conditions of the Option
shall be as determined by the Committee.



The Board of Directors shall grant Options to Director Participants at their discretion.





	6.	 	Exercise Price
	 
	 	 	Prior to the Initial Public Offering, if the Common Shares are not listed on a securities exchange,
the exercise price per Option Share purchasable under an Option shall be determined by the Board of
Directors but in any event shall not be lower than the fair market value of a Common Share on the
Date of Grant.




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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 




After the Initial Public Offering, the exercise price per Option Share purchasable under an Option
shall be no less than (a) the average of the daily high and low board lot trading price of the
Common Shares for the five (5) trading days preceding the Date of Grant, rounded to the next
highest cent, if the Common Shares are listed on a securities exchange in Canada, (b) the average
of the daily high and low sales price of the Common Shares reported in the consolidated reporting
system in the United States for the five (5) trading days preceding the Date of Grant, rounded to
the next highest cent, if the Common Shares are not listed on a securities exchange in Canada, or
(c) the fair market value of a Common Share on the Date of Grant, as reasonably determined by the
Committee, if the sales price of the Common Shares is not reported in the consolidated reporting
system in the United States.





	7.	 	Exercise Period




Unless otherwise specified by the Committee at the time of granting an Option, and except as
otherwise provided in the Plan, each Option shall be exercisable in the following installments:




	 	 	 
	Percentage of Total Number	 	 
	of Option Shares Which May Be	 	 
	Purchased	 	Exercise Period of Option
	25%

	 	From the first anniversary of the Date
of Grant to and including the fifth
anniversary of the Date of Grant
	25%

	 	From the second anniversary of the
Date of Grant to and including the
fifth anniversary of the Date of Grant
	25%

	 	From the third anniversary of the Date
of Grant to and including the fifth
anniversary of the Date of Grant
	25%

	 	From the fourth anniversary of the
Date of Grant to and including the
fifth anniversary of the Date of Grant





Once an Option becomes exercisable it shall remain exercisable until expiration or termination
of the Exercise Period, unless otherwise specified by the Committee. Each Option or installment may
be exercised at any time or from time to time, in whole or in part, for up to the total number of
Option Shares with respect to which it is then exercisable. The Committee shall have the right to
accelerate the date upon which any installment of any Option is exercisable.





	8.	 	Term of Options




Subject to accelerated termination as provided for in the Plan, each Option shall, unless otherwise
specified by the Committee, expire on the fifth anniversary of the Date of Grant, provided,
however, that no Option may be exercised after the tenth anniversary of the Date of Grant.



9. Exercise of Options



An Optionee may at any time within the Exercise Period elect to purchase all or a portion of the
Option Shares which such Optionee is then entitled to purchase by delivering to the Secretary of
the Corporation a completed Notice of Exercise, specifying the Date of Grant of the Option being
exercised, the exercise price of the Option and the number of Option Shares the Optionee desires to
purchase. The Notice of Exercise shall be accompanied by payment in full of the purchase price for
such Option Shares. Payment can be made by cash, certified cheque, bank draft, money order or the
equivalent payable to the order of the Corporation or by such other means as may be specified by
the Committee. Without limiting the foregoing, after the Initial Public Offering, the Committee may
permit an Optionee to pay the exercise price of the Option by authorizing a third party (a broker)
to sell Option Shares acquired upon exercise of the Option and remitting to the Corporation a
sufficient portion of the sale proceeds to pay the entire exercise price (and any tax withholding
resulting from such exercise). Notwithstanding the preceding provisions of this Section 9, the
Committee may deny an Optionee the right to purchase Option Shares if such purchase would exceed
the limitations of Section 4 hereof.





	10.	 	Withholding of Tax




If the Corporation determines that under the requirements of applicable taxation laws it or any
Subsidiary or Affiliate is primarily liable or is obliged to withhold for remittance to a taxing
authority any amount arising upon exercise of an Option, the Corporation or the relevant Subsidiary
or Affiliate may, prior to and as a condition of the Corporation issuing the Option Shares, require
the Optionee exercising the Option to pay to the Corporation, or to the relevant Subsidiary or
Affiliate, in addition to and in the same manner as




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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 




the purchase price for the Option Shares, such amount as the Corporation or the relevant Subsidiary
or Affiliate is liable for or is obliged to remit to such taxing authority in respect of the
exercise of the Option. Any such additional payment shall, in any event, be payable at the time of
exercise of the Option or such later date as may be agreed to by the Corporation or the relevant
Subsidiary or Affiliate. In the event that the Optionee is unable to remit the required sum at the
time of exercise of the Option the Optionee shall as a condition precedent to the issue of the
shares hereby grants full power of attorney and/or legal authorization to the Corporation or the
relevant Subsidiary or Affiliate to sell, or, with respect only to the Corporation, to withhold, a
sufficient number of Option Shares to meet the tax liability and/or any amount required to be
remitted to the taxing authority and to issue to the Optionee the balance of the Option Shares
together with any remaining balance of the sale proceeds.



In connection with any Option granted to a Participant employed by an Affiliate organized in the
United Kingdom or in the event of a Participant’s change of employment among Affiliates organized
in the United Kingdom, the Committee may require the Participant to enter into a UK Inland Revenue
approved election to transfer the secondary Class 1A National Insurance Contributions liability
from such employing Affiliate to the Participant under the Child Support Pensions and Social
Security Act 2000. In the event that such a requirement is made, either in connection with the
grant of an Option or a change in employment, and no such election is entered into within one month
or such later date as the Corporation shall determine, the Option granted to a Participant (if such
election is requested to be made in connection with the grant of an Option) or all Options
previously granted to a Participant (if such election is requested to be made in connection with a
change of employment) shall immediately lapse.





	11.	 	Share Certificates




Subject to the provisions of Section 4 hereof, upon exercise of an Option and payment in full of
the exercise price and any applicable tax withholdings, the Corporation shall cause to be issued
and delivered to the Optionee within a reasonable period of time a certificate or certificates in
the name of or as directed by the Optionee representing the number of Option Shares the Optionee
has purchased.





	12.	 	Termination of Employment or Services




Unless otherwise determined by the Committee, if an Optionee’s employment or services terminate for
any reason other than death, Disability or Retirement, any Option (other than a Director’s Option)
held by such Optionee shall thereupon terminate effective the date that written notice of the
termination is delivered to the employee, except that each such Option, to the extent then
exercisable, may be exercised for the lesser of 60 days following the delivery date of such written
notice of termination, or the balance of such Option’s term. Nothing contained in this Section 12
shall confer upon any Participant any right to notice or payment in lieu of notice of termination
of employment or services.



Options shall not be affected by any change of employment within or among the Corporation or any
Subsidiary.



Unless otherwise determined by the Board of Directors, if an Optionee’s services terminate for any
reason other than death, any Director Participant’s Option, to the extent it becomes exercisable,
held by such Optionee can be exercised within the lesser of three years from the date of
termination or the balance of such Option’s term.





	13.	 	Termination by Reason of Death, Disability or Retirement




If an Optionee’s employment or services terminate by reason of death, any unvested Option held by
such Optionee vests immediately and may thereafter be exercised for a period of 365 days (or such
other period as the Committee may specify) from the date of such death. For greater certainty, any
Options which would have expired during the one-year period shall be extended to the end of the
one-year period.



Except in the case of a Director Participant’s Option, if an Optionee’s employment or services
terminate by reason of Disability or Retirement, any Option held by such Optionee may thereafter be
exercised, to the extent then exercisable or to such other extent as the Committee may determine,
until the expiration of the stated term of such Option.




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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 






	14.	 	Transfer and Assignment




Options granted under the Plan are not assignable or transferable by the Optionee or subject to any
other alienation, sale, pledge or encumbrance by such Optionee except by will or by the laws of
descent and distribution. During the Optionee’s lifetime Options shall be exercisable only by the
Optionee. The obligations of each Optionee shall be binding on his heirs, executors and
administrators.





	15.	 	No Right to Employment




The granting of an Option to a Participant under the Plan does not confer upon the Participant any
right to expectation of employment by, or to continue in the employment of, the Corporation, any
Subsidiary or any Affiliate, or to be retained as a Consultant or as a director or officer of the
Corporation, any Subsidiary or any Affiliate.





	16.	 	Rights as Shareholders




The Optionee shall not have any rights as a shareholder with respect to Option Shares until full
payment has been made to the Corporation and the Option Shares have been issued to the Optionee (as
evidenced by the appropriate entry on the books of the Corporation or of a duly authorized transfer
agent of the Corporation).





	17.	 	Administration of the Plan




The Plan shall be administered by the Committee. No member of the Committee, while a member, shall
be eligible to participate in the Plan other than with respect to Options granted as set forth in
Schedule 1 to the Plan. Subject to the terms of the Plan, the Committee shall have the authority
to:





	 	a)	 	determine the individuals and entities (from among the class of individuals and
entities eligible to receive Options) to whom Options may be granted;
	 
	 	b)	 	determine the number of Option Shares to be subject to each Option;
	 
	 	c)	 	determine the terms and conditions of any grant of Option, including but not limited to






	 	i)	 	the time or times at which Options may be granted;
	 
	 	ii)	 	the exercise price at which Option Shares subject to each Option may be
purchased;
	 
	 	iii)	 	the time or times when each Option shall become exercisable and the
duration of the Exercise Period;
	 
	 	iv)	 	whether restrictions or limitations are to be imposed on Option Shares,
and the nature of such restrictions or limitations, if any;
	 
	 	v)	 	any acceleration of exercisability or waiver of termination regarding
any Option, based on such factors as the Committee may determine;
	 
	 	vi)	 	to cancel, amend, adjust or otherwise change any Option under such
circumstances considered appropriate by the Committee;
	 
	 	vii)	 	upon the direction of the Board of Directors, prior to the Initial
Public Offering, to require that an Optionee execute a shareholder’s agreement,
with such terms as the Board of Directors deems appropriate, with respect to any
Common Shares issued or distributed pursuant to this Plan; and
	 
	 	viii)	 	If requested by the Corporation or by any managing underwriter in
connection with any public offering of securities of the Corporation under the
Ontario Securities Act, the 1933 Act, or other applicable securities law, to
require a recipient (including any successor) not to sell or
otherwise transfer any shares or other securities of the Corporation during the 180-day period following
the date of issuance by the Ontario Securities Commission of a receipt for a
prospectus relating to securities of the Corporation under the Ontario Securities
Act and the effective date of a registration statement of the Corporation filed
under the 1933 Act (or such other period as may be requested in writing by the
Managing Underwriter and agreed to in writing by the Corporation) (the “Market
Standoff Period”). Such restriction shall apply only to the first prospectus of the
Corporation filed with the Ontario Securities Commission under the Ontario
Securities Act for which a receipt is issued and the first registration statement
of the Corporation to become effective under the 1933 Act that includes securities
to be sold on behalf of the Corporation to the public in an underwritten public
offering under the Ontario Securities Act or the 1933 Act, as the case may be. The
Corporation may impose stop-transfer instructions with respect to





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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 






	 	 	 	securities subject to the foregoing restrictions until the end of such Market
Standoff Period; and






	 	d)	 	interpret the Plan and prescribe and rescind rules and regulations relating to the
Plan.




The interpretation and construction by the Committee or the Board of Directors of any provisions of
the Plan or of any Option granted under it shall be final and binding on all persons. No member of
the Committee or the Board of Directors shall be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under it. The day-to-day administration
of the Plan may be delegated to such officers and employees of the Corporation, any Subsidiary or
any Affiliate as the Committee shall determine, but only with respect to Participants who are not
Insiders or subject to section 162(m) of the Code (or any amended or successor provisions).





	18.	 	Recapitalization and Reorganization




The number of Common Shares reserved for issuance pursuant to the exercise of Options, the number
of Option Shares subject to each outstanding Option and the exercise price for such Option Shares
shall be appropriately adjusted for any subdivision, redivision, consolidation or any similar
change affecting the Common Shares.





	19.	 	Conditions of Exercise




The Plan and each Option shall be subject to the requirement that, if at any time the Committee
determines that the listing, registration or qualification of the Common Shares subject to such
Option upon any securities exchange or under any provincial, state, federal or other applicable
law, or the consent or approval of any governmental body, securities exchange, or the holders of
the Common Shares generally, is necessary or desirable, as a condition of, or in connection with,
the granting of such Option or the issue or purchase of Common Shares thereunder, no such Option
may be granted or exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions not acceptable to
the Committee.



The Committee may, in its discretion, require as a condition to the exercise of any Option that the
Optionee shall have represented at the time of exercise, in form and substance satisfactory to the
Corporation, that the Optionee (i) understands that the Common Shares are “restricted securities,”
as that term is defined in Rule 144 under the 1933 Act, and, accordingly, the Optionee may be
required to hold the Common Shares indefinitely unless they are registered under the 1933 Act or an
exemption from such registration is available, (ii) is acquiring the Common Shares issued pursuant
to such exercise of the Option for his or her own account as an investment and not with a view to,
or for sale in connection with, the distribution of any such shares, (iii) understands that the
Corporation is not under any obligation to register the Common Shares under the 1933 Act or to
comply with any exemption thereunder, and (iv) understands that if Common Shares are issued without
registration under the 1933 Act, a legend to this effect may be endorsed upon the securities so
issued, as well as any other legends as the Corporation may deem appropriate or that may be
required by the Corporation or by the applicable securities laws.





	20.	 	Loans




The Board of Directors may, in its discretion, but subject always to section 44 of the Corporations
Act, grant loans, on such terms as are permitted by law and the Board of Directors may determine,
to Optionees to enable them to purchase Option Shares, provided that all Common Shares purchased
with the proceeds of such loans shall be held by a trustee until the Corporation has been repaid in
full.





	21.	 	Right of First Refusal; Repurchase Right






	 	a)	 	Offer — Prior to the Corporation’s Initial Public Offering, if at any time an
individual desires to sell, encumber, or otherwise dispose of Common Shares that were
acquired by him or her under this Plan and that are transferable, the individual may do so
only pursuant to a bona fide written offer, and the individual shall first offer
the shares to the Corporation by giving the Corporation written notice disclosing: (i) the
name of the proposed transferee of the Common Shares; (ii) the certificate number and
number of shares of Common Shares proposed to be transferred or encumbered; (iii) the
proposed price; (iv) all other terms of the proposed transfer; and (v) a written copy of
the proposed offer. Within 60 days after receipt of such notice, the Corporation shall have
the option to purchase all or part of such Common Shares at the then current fair market
value





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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 






	 	 	 	and may pay such price in equal installments over a period not to exceed four years, at the
discretion of the Board of Directors.
	 
	 	b)	 	Sale — In the event the Corporation (or a shareholder, as described below) does not
exercise its option to purchase the Common Shares, as provided in Section 21(a),
the individual shall have the right, subject to compliance with applicable securities laws,
to sell, encumber, or otherwise dispose of the Common Shares described in Section 21(a) at
the price and on the terms of the transfer set forth in the written notice to the
Corporation, provided such transfer is effected within 15 days after the expiration of the
option period. If the transfer is not effected within such period, the Corporation must
again be given an option to purchase, as provided above.
	 
	 	c)	 	Assignment of Rights — The Board of Directors, in its sole discretion, may waive the
Corporation’s right of first refusal and repurchase right under this Section 21. If the
Corporation’s right of first refusal or repurchase right is so waived, the Board of
Directors may, in its sole discretion, assign such right to the remaining shareholders of
the Corporation in the same proportion that each shareholder’s stock ownership bears to the
stock ownership of all the shareholders of the Corporation, as determined by the Board of
Directors. To the extent that a shareholder has been given such right and does not purchase
his or her allotment, the other shareholders shall have the right to purchase such
allotment on the same basis.
	 
	 	d)	 	Purchase by the Corporation — Prior to the Corporation’s Initial Public Offering, if a
Participant ceases to be employed by, or provide service to, the Corporation, any
Subsidiary or any Affiliate, the Corporation shall have the right to purchase, for a period
of 60 days following the date such Participant ceases to be employed by, or provide service
to, the Corporation, any Subsidiary or any Affiliate, all or part of any Common Shares
acquired by him or her under this Plan at the fair market value of such Common Shares on
the date, if any, on which such shares are repurchased by the Corporation, as reasonably
determined by the Committee; provided, however, that such repurchase shall be made
in accordance with applicable accounting rules to avoid adverse accounting treatment.
	 
	 	e)	 	Initial Public Offering — On and after the Corporation’s Initial Public Offering, the
Corporation shall have no further right to purchase Common Shares under this Section.
	 
	 	f)	 	Shareholder’s Agreement — Notwithstanding the provisions of this Section, if any
Participant shall have executed or shall hereafter execute, a shareholder’s agreement that
governs any Common Shares distributed pursuant to this Plan, the provisions of this Section
shall not apply to such Common Shares and the provisions of the shareholder’s agreement
shall govern, but only to the extent of any inconsistency between the provisions of such
shareholder’s agreement and of this Plan.






	22.	 	Notices




All written notices to be given by the Optionee to the Corporation shall be delivered personally or
by registered mail, postage prepaid, addressed as follows:




Mitel Networks Corporation

350 Legget Drive

Kanata, Ontario K2K 2W7

Canada

Attention: Corporate Secretary



Any notice given by the Optionee pursuant to the terms of an Option shall not be effective until
actually received by the Corporation at the above address.





	23.	 	Corporate Action




Nothing contained in the Plan or in an Option shall be construed so as to prevent the Corporation
from taking corporate action which is deemed by the Corporation to be appropriate or in its best
interest, whether or not such action would have an adverse effect on the Plan or any Option,
including, but not limited to any adjustments to exercise price, exercise period or number of
Option Shares with respect to an Option previously granted if required by any securities exchange
as a condition of any listing being sought by the Corporation at the time of the Corporation’s
Initial Public Offering or if required by applicable securities law.




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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 






	24.	 	Amendments




The Board of Directors shall have the right, in its sole discretion, to alter, amend, modify or
terminate the Plan or any Option granted under the Plan at any time without notice. Subject to
Sections 19 and 23, no such amendment, however, may, without the consent of the Optionee, alter or
impair any rights or increase any obligations with respect to an Option previously granted under
the Plan.





	25.	 	Change in Control




Unless otherwise determined by the Committee or the Board of Directors at or after the Date of
Grant, any Options outstanding immediately prior to the occurrence of a “Change in Control” (as
defined below), but which are not then exercisable, shall become fully exercisable upon the
occurrence of a Change in Control. Unless otherwise determined by the Committee or the Board of
Directors at or after the Date of Grant, all such outstanding Options shall be cashed out at the
“Change in Control Price” (as defined below), less the applicable exercise price for such Options,
as of the date such Change in Control is determined to have occurred, or as of such other date as
the Committee or the Board of Directors may determine prior to the Change in Control. Outstanding
Options may only be cashed out, as described above, if the Change in Control Price is higher than
the exercise price for such outstanding options. If the Change in Control Price is equal to or
lower than the exercise price for such outstanding Options, the Committee or the Board of Directors
may terminate such outstanding Options and such outstanding Options shall be of no further force or
effect. Further, the Committee or the Board of Directors shall have the right to provide
for the conversion or exchange of any outstanding Options into or for options, rights or other
securities in any entity participating in or resulting from the Change in Control. In addition,
and notwithstanding Section 24, the Committee or the Board of Directors shall have the right to
determine, at its discretion, that Options outstanding, but which are not then exercisable, shall
not become exercisable and shall be canceled in the event of a Change in Control.



For purposes of this Section, a “Change in Control” shall mean the happening of any of the
following events:





	 	a)	 	where any “person”, or any “affiliate” or “associate” of such person, as those terms
are defined by the Corporations Act, other than the Corporation, a Subsidiary, an
Affiliate, or an employee benefit plan of the Corporation, of a Subsidiary or of an
Affiliate, including any trustee of such plan acting as trustee, hereafter acquires, the
direct or indirect “beneficial ownership”, as defined by the Corporations Act, of
securities of the Corporation representing twenty percent (20%) or more of the combined
voting power of the Corporation’s then outstanding securities; or
	 
	 	b)	 	the occurrence of a transaction requiring approval of the Corporation’s shareholders
involving the acquisition of the Corporation by an entity through purchase of assets, by
amalgamation or otherwise.




For the purposes of this Section, “Change in Control Price” means the highest price per Common
Share paid in any transaction reported on a securities exchange or paid or offered in any bona fide
transaction related to a potential or actual Change in Control of the Corporation at any time
during the five (5) trading days (or if the Common Shares are not listed on any securities exchange
and are not quoted for trading on a United States automated quotation system, during the three
month period) preceding the Change in Control, as determined by the Committee or the Board of
Directors.





	26.	 	Termination of Plan




The Plan shall continue in effect until the Board of Directors, in its discretion, resolves to
terminate the Plan. The termination of the Plan shall have no effect on outstanding Options, which
shall continue in effect in accordance with their terms and conditions and the terms and conditions
of the Plan, provided that no Option may be exercised after the tenth anniversary of its Date of
Grant.





	27.	 	Further Assurances




Each Participant or Director Participant shall, when requested to do so by the Corporation, sign
and deliver all such documents relating to the granting or exercise of Options deemed necessary or
desirable by the Corporation.




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	Mitel Networks Corporation
	 	Employee Stock Option Plan
	 	 	 






	28.	 	Unfunded Status Plan




It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred
compensation. The Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Common Shares; provided, however, that, unless the
Committee otherwise determines, the existence of such trusts or other arrangements is consistent
with the “unfunded” status of the Plan.





	29.	 	Governing Law




The Plan is established under the laws of the Province of Ontario, and the rights of all parties
and the construction and effect of each provision of the Plan shall be according to the laws of the
Province of Ontario.



DATED this 6th day of March, 2001, as amended as of the May 8, 2001, August 3, 2001, June 18, 2002,
September 6, 2002, June 13, 2003, July 15, 2004, March 17, 2005 and further amended on September 9,
2005.




MITEL NETWORKS CORPORATION




“Terence H. Matthews”




Chairman




“Kent H.E. Plumley”




Secretary




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