EX-4.33





Exhibit 4.33


	 	 	 
	

	 	Mitel Networks

350 Legget Drive

P.O. Box 13089

Ottawa, Ontario

Canada K2K 2W7

Telephone: 613 592-2122






December 2, 2003




Ron Wellard,

4 Beamish Cr.,

Kanata, Ontario




Dear Ron,




Mitel Networks Corporation is pleased to offer you full-time employment, commencing on December 15,
2003. Your position with us will be Vice President, Research and Development, and you will report
to Paul Butcher, Chief Operating Officer, Mitel Networks Corporation.



Your annualized base compensation will be $238,000, which includes an $8,000 car allowance. Your
compensation will be reviewed each year in line with the common salary review program for all
employees. In this position, you will not be eligible for overtime.



You will have the opportunity to participate in our Employee Stock Option Plan upon signing. The
company will be recommending to the Compensation Committee of the Board of Directors that an option
for 175,000 common shares be granted to you. The option will be effective on the date of approval
of the compensation Committee and the share price will be the share price in effect on the date of
approval. This option will exist while you are an Employee at Mitel Networks Corporation and will
be subject to all other items in the plan including exercise period and method of payment.



One of the advantages of working at Mitel is having access to an employee benefits program that is
designed to meet your specific needs for health, dental care, and insurance coverage, a program
that can be changed each year to reflect your evolving lifestyle, family situation and benefit
priorities. Mitel will provide you with a Flexible Benefit Package. Complete information will be
provided to you on your start date and during your orientation with the Company. This is just one
of the many benefits that are available to you as an employee at Mitel Networks. For more
information on our other benefits, please visit our web site at www.Mitel.com.




 









 








Your vacation will be accrued at a rate of 5.77 hours per pay period, or four (4) weeks per year.



You will be required to sign the Mitel “Intellectual Property Rights & Confidentiality Agreement”
form as a condition of employment. A copy of this form is enclosed for your review. You will be
required to sign an original form on your first day.



To indicate your acceptance of our offer of employment, please sign the bottom of this letter and
return it to Human Resources. A copy of this letter is enclosed for your records.



We look forward to welcoming you to our team as you pursue your career with Mitel Networks. If you
have any question about this letter or the enclosed materials, please feel free to contact us.



	 	 	 	 	 	 	 
	Yours truly,
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Paul Butcher

	 	 
	 	/s/ Kathy Enright
	 	 
	 

	 	 	 	 	 	 
	Paul Butcher,

	 	 	 	Kathy Enright,	 	 
	Chief Operating Officer,

	 	 	 	Head of Global Human Resources,	 	 
	Mitel Networks Corporation

	 	 	 	Mitel Networks Corporation	 	 







	I accept the offer of employment with Mitel Networks, upon the terms and conditions set out in this
letter.





	 	 	 	 	 	 	 
	/s/ Ron Wellard

	 	 	 	Dec 15/03	 	 
	 
	 	 	 	 	 	 
	Accepted

	 	 	 	Date	 	 







 









 








ATTACHMENT A




	 	 	 
	Objectives:

	 	Mitel Networks Corporation (“Mitel”) wishes to retain the executives it
requires to achieve its projected targets by treating its executives in a fair
and equitable manner, with due consideration to competitive practices.
	 
	 	 
	Policy
Statement:

	 	Upon dismissal of an executive by the Corporation for reason other than
for cause, the Corporation will continue the payment of the base salary of
the executive for a period of twelve (12) months, from the termination
date, the whole less requisite source deductions. Should alternate
employment commence during the twelve (12) month period, the
Corporation agrees to pay to the executive, a lump sum payment equal
to 50% of the base salary which would have been paid for the remainder
of the twelve (12) month period, less requisite source deductions. With
the exception of LTD and Business Accident Travel Insurance, Mitel will
continue the life insurance and medical/dental coverage the executive
had prior to termination, until the end of the twelve month period or the
date of employment of the executive by another firm, whichever comes first.

	 
	 	 
	 

	 	As used herein, “cause” shall mean gross misconduct or substantial
negligence by the executive in performing his duties, the commission by
the executive of an act of theft, dishonesty, embezzlement or vandalism
against the Corporation or the conviction of the executive for a criminal
offence for which the executive is sentenced by a court of competent
jurisdiction or incarceration.
	 
	 	 
	Note:

	 	If the employment of the executive is so terminated for cause, the
executive shall continue to accrue and receive his said salary and
benefits through to the date of termination and no more.






	 	 	 	 	 
	 	Dated December 8, 2006

 	 
	 	/s/ Ron Wellard
 	 
	 	Ron Wellard