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Exhibit 10.61
 
 
 CONFIDENTIAL-SPECIAL HANDLING
  
   Cessation of Employment
 1.
    
    As used in this Agreement, the term Corporation shall mean Nortel Networks Inc., its
parent, subsidiaries, affiliates (including, but not limited to, Nortel Networks Corporation
and Nortel Networks Limited), predecessors, successors and assigns and all past and present
officers, directors, employees and agents (in their individual and representative capacities
only) of Nortel Networks Inc., its parent, subsidiaries, affiliates, predecessors, successors
and assigns, in every case individually and collectively.2.
    
    Your employment relationship with the Corporation shall cease on November 18, 2005
(Employment Termination Date). It is agreed and understood that as of the close of business
on November 18, 2005, you are no longer expected to perform any duties or responsibilities on
behalf of the Corporation. All external responsibilities which you had prior to this date
will be assumed by a person designated by the Corporation, including any participation in
industry or other associations representing the Corporation. In addition, you agree to resign
from your position as a member of the Board of Directors of the Corporation, effective as of
or before the Employment Termination Date.
 William J. Donovan  Senior Vice President  Human Resources  Nortel  8200 Dixie Road Suite 100 Brampton ON Canada L6T 5P6 T 905.863.1100 F 905.863.8412 E billdono@nortel.com




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Revocation Clause
 3.
    
    You acknowledge that you received this document on or about November 21, 2005, and have
twenty-one (21) days commencing on or about November 21, 2005, at your discretion, to consider
whether to accept this Agreement. In addition, you shall have seven (7) calendar days
following your execution of this document to revoke this Agreement by written notice. To be
valid, the letter of revocation must be received by William J. Donovan (me) at Nortel
Networks, 4006 E. Chapel Hill-Nelson Highway, Research Triangle Park, North Carolina 27709,
not later than the close of business seven (7) calendar days after you sign this Agreement.
The terms and conditions of this Agreement shall become operative seven (7) days after you
execute and deliver this Agreement to me, provided that you are in compliance with all terms
and conditions of this Agreement and that you have not revoked this Agreement pursuant to the
provisions set forth above in this paragraph.
 Post Termination Payments/Benefits (PTPB) To Be Provided by the Corporation
 4.
    
    The Corporation will provide you the payments and benefits set out in this paragraph 4(a)
through (k) below, in addition to the applicable payments and benefits set forth in paragraph
5 of this Agreement, conditional upon (i) your signing and returning to me a copy of this
Agreement; (ii) your compliance with all terms and conditions of this Agreement and those
terms and conditions of your Employment Agreement and all other employment-related writings
that you entered into with the Corporation (collectively, the Employment Documents); (iii)
you not revoking this Agreement pursuant to paragraph 3 above; (iv) you not soliciting, either
directly or indirectly for employment any employee(s) currently employed by the Corporation;
(v) you not electing to accept employment with, or serve as a consultant, contractor or
representative for, a company in competition with the Corporation, without the written consent
of the Corporation and (vi) the Corporations execution of this Agreement. You agree that, in
the absence of written consent by the Corporation, any company will be deemed to be a
prohibited company under (v) above, and also agree that the PTPB set forth in this paragraph 4
are dependent upon your compliance with these conditions and the PTPB will cease immediately
upon your lack of compliance. The Corporations response and consent referenced in (v) above
will not be unreasonably withheld. So long as you comply, the Corporation will:(Severance Allowance)
 (a)
    
    pay you, on or before the first pay period following the Employment Termination
Date, severance allowances consisting of two (2) years of annual base salary
plus a special




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(2005 SUCCESS Incentive Plan)
 (b)
    
    consider you to be eligible to receive an incentive award payment under the 2005
SUCCESS Incentive Plan (the Plan). Any payment under the Plan will be determined by
the Corporation based on the terms and conditions of the Plan in effect at the relevant
time, will be pro rated for the period you were employed during 2005, and will be made
using an Individual Performance Factor (IPF) 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 earlier of (i) the date any incentive award payment is made by the Corporation to
employees generally under the terms of the Plan, provided such date is on or before
March 15, 2006, or (ii) May 15, 2006.
 (Insurance Benefits)
 (c)
    
    allow you to elect to: (i) obtain at your own expense continued health coverage,
as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), for
a period generally extending for eighteen (18) months from your Employment Termination
Date; (ii) exercise your right to obtain Retiree Medical Plan coverage, at your own
expense, in accordance with the provisions of the Nortel Networks Retiree Medical Plan;
or (iii) revoke all group life insurance and health coverages (medical, dental, vision,
hearing, Employment Assistance Program and Health Care Reimbursement Account (HCRA)
and AD&D coverage in which you and your covered eligible dependants, if any, are
enrolled on the Employment Termination Date. If you elect (iii), your life and AD&D
coverages will terminate effective 12:01 a.m. on November 19, 2005 and your health
coverages, with the exception of HCRA, will terminate at the end of the month in which
your employment relationship ceases (November, 2005). Irrespective of your selection of
one of the foregoing options, at the time your group life insurance coverages terminate,
you may convert appropriate coverages to applicable individual policies. AD&D cannot be
converted to an individual policy. Please make your election in the space provided at
the end of this Agreement concerning your decision to elect or decline the benefits set
forth in this paragraph 4(b);




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(Special Pension Arrangements)
 (d)
    
    pay you, as previously authorized by the Board of Directors and disclosed by the
Corporation, a pension benefit over a guaranteed period of five (5) years commencing
with a payment of Seven Hundred Three Thousand Nine Hundred Thirteen Dollars
($703,913.00) to be made in June, 2006 and equal monthly payments thereafter in the
amount of Ninety Nine Thousand Seventy Three Dollars ($99,073.00) through and including
November, 2010;
 (Stock Options)
 (e)
    
    consider you ineligible for consideration for any future grant(s) of stock
options. As authorized by the Board of Directors, all stock options previously granted
to you have vested. Your right to exercise any vested Nortel Networks stock options
after the Termination Date (including during the Severance Period) will be determined in
accordance with the provisions of the stock option plan under which the stock options
were granted and the instrument of grant evidencing the options.
 (Deferred Share Units)
 (f)
    
    settle the Deferred Share Units (DSUs) which were awarded to you as an
independent director of the Corporation prior to becoming an employee;
 (Relocation Costs)
 (g)
    
    arrange and pay for the shipment of your household goods and vehicle(s) from
Canada to the U.S. subject to the terms, limits and exclusions of the Nortel Networks
International Assignment Long-Term Program, and pay you, on or before the first pay
period following the Employment Termination Date, a lump sum Relocation Cost Allowance
of twenty thousand dollars ($20,000.00) which amount will be grossed up for applicable
taxes;
 (Outplacement Assistance)
 (h)
    
    make available to you, should you elect, executive outplacement services to
assist you in securing new employment, including as a member of a Board of Directors,
and pay the professional fees for such services as are reasonably incurred;




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(Tax Equalization)
 (i)
    
    provide you with any tax equalization benefits in accordance with the provisions
of the Nortel Networks International Assignment Long-Term Program;
 (Withholdings)
 (j)
    
    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, state or local tax withholding; and
 (Tax Preparation)
 (k)
    
    pay the cost of personal income tax preparation for calendar years 2005 and 2006
and, at the Corporations sole discretion, for additional years through 2010, provided
there are tax credits available to the Corporation after 2006. Such tax preparation
services will be provided by the service provider selected by the Corporation, in
accordance with the provisions of the Nortel Networks International Assignment Long-Term
Program.
 Benefits and Payments Available to You Without Signing this Agreement
 5.
    
    The following payments and benefits shall be provided to you by the Corporation, as
applicable, without the requirement that you sign this Agreement:(Pension Benefits), if applicable
 (a)
    
    you are eligible to elect to receive an estimated Seventy Three Thousand Five
Hundred Dollars ($73,500.00) which is the combined benefit payable as a lump sum in
December, 2005 as a result of your participation in the Nortel Networks Retirement
Income Plan and the Restoration Plan;
 (Nortel Networks Long Term Investment Plan (LTIP)), as applicable
 (b)
    
    contributions made by you and any amounts that have vested in your LTIP account
will be maintained or distributed pursuant to your direction(s) as permitted by the
terms and conditions of the LTIP; and
 (Vacation Benefits)
 (c)
    
    you will be paid, on or before the first pay period following the Employment
Termination Date, a lump sum amount of One Hundred Seventy-Three Thousand Seventy-Six
Dollars ($173,076.00) which is the equivalent of nine (9) weeks of base salary
representing your




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Obligations of William A. Owens
 6.
    
    Your signature herein is required to receive the PTPB set forth in paragraph 4.
Additionally, your signature will evidence your agreement to accept the following additional
obligations:
 (Expense Accounts)
 (a)
    
    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;
 (Inventions/Confidentiality)
 (b)
    
    you acknowledge that you continue to be bound by the terms of the Employment
Documents, which you executed during the course of your hiring and employment by the
Corporation. You confirm that your entire right, title, and interest to all Inventions
as generally described in such agreements with the Corporation are assigned to the
Corporation regardless of the exact terms in, or the existence of, such an agreement
between you and the Corporation.With respect to Inventions as described in the above paragraph, you have disclosed or
will promptly disclose them in writing to the Corporation, and you will, on the
Corporations request, promptly execute a specific assignment of title to the
Corporation or its designee, and do anything else reasonably necessary to enable the
Corporation to secure a patent or other form of protection for such Inventions in the
United States and in other countries. Any information pertaining to such an Invention
is considered the confidential information of the Corporation until and unless such
Invention is patented or published by the Corporation.Also, you shall continue to maintain the confidentiality of all trade secrets and
confidential, 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
or know-how of any nature (whether or not a trade secret) relating to an activity of
the Corporation or to any invention, which is owned or licensed by the Corporation.
Further, you agree, except as required by law or judicial process, not to reveal,
disclose, or cause to be revealed or disclosed, anything with respect to the
Corporation that could be reasonably expected to be injurious or harmful to any of its
interests, or the interests of its




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(Notice)
 (c)
    
    upon the occurrence of any contingency which affects 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 and/or the commencement of
coverage under a new employers benefit plan(s), you shall, within ten (10) days of such
occurrence, give written notice to the Corporation of that event. Such notice shall be
sent to me in writing;
 (Advice and Assistance)
 (d)
    
    you shall be generally available to assist the Corporation with any matters with
which you are personally familiar. 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, but not including attorneys or other professional
fees incurred without the prior approval of the Nortel Networks Corporation Chief Legal
Officer;
 (Company Property and Information Preservation)
 (e)
    
    prior to your Employment Termination Date and before receiving any monies
pursuant to this Agreement, you shall return to the Corporation any and all property of
the Corporation currently in your possession and/or subject to your control, whether
such material shall be written instruments or tapes in electronic and/or recorded
format. For your convenience, you may continue to retain the laptop computer and mobile
phone provided to you by the Corporation for a period of twelve (12) months following
your Employment Termination Date.The Corporations 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
employment with the Corporation (whether or not currently in your possession or
control) is the property of the Corporation.




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(Stock Insider)
 (f)
    
    you understand and agree that if you have the designation of either Reporting
or Non-Reporting Insider pursuant to Corporate Policy 320.28 of Nortel Networks
Corporation (and under applicable Canadian/US securities legislation for Reporting
Insiders), you will cease to have this designation effective on the Employment
Termination Date. Notwithstanding the fact that you will no longer have this
designation, if you are in possession of material non-public information relating to
Nortel Networks, you are prohibited from trading in Nortel Networks securities (or
informing another person of the material non-public information) in accordance with
applicable laws. If you are a Reporting Insider, you understand that you are required
to amend your insider profile within ten (10) days of your termination date on the
Canadian System for Electronic Disclosure by Insiders (SEDI) to indicate that you are no
longer a Reporting Insider of Nortel Networks. You should contact the Insider
Reporting Department at (905) 863-1220 and fax (905) 863-8524 for assistance in amending
the SEDI profile; and
 (Completion of Forms/Paperwork)
 (g)
    
    you agree to complete such documentation/forms and paperwork that may be
necessary to commence benefits provided to you under this Agreement.
 Cessation of Benefits
 7.
    
    All company benefits not expressly extended to you pursuant to this Agreement shall be
terminated effective 12:01 a.m. on the day after the Employment Termination Date.
 Securities Indemnification
 8.
    
    The Corporation shall indemnify you in accordance with section 124 of the Canada Business
Corporations Act and the Corporations 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
(hereafter, a Matter). However, in the event that the Corporations counsel cannot
represent you in a Matter because of a conflict, the Corporation agrees to advance monies to
pay your reasonable and actual legal expenses in that Matter provided you agree that you will
not settle the Matter, retain defense counsel or expert witnesses or consultants, or incur any
defense costs without obtaining the Corporations prior consent, which consent will not be
unreasonably withheld.




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Release
 9.
    
    IN CONSIDERATION OF THE FOREGOING PAYMENTS AND BENEFITS DETAILED ABOVE, FOR WHICH YOU WOULD
OTHERWISE BE INELIGIBLE, YOU HEREBY FULLY AND UNCONDITIONALLY RELEASE AND FOREVER DISCHARGE
THE CORPORATION (EXCEPT FOR THE PROMISES AND COMMITMENTS CONTAINED HEREIN) TO THE EXTENT
PERMITTED BY LAW, FROM ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION, PROVISIONS FOR
SALARY, INCENTIVE COMPENSATION, VACATION PAY, SEVERANCE PAY UNDER THE NORTEL NETWORKS
EXECUTIVE MANAGEMENT TEAM SEVERANCE ALLOWANCE PLAN, NORTEL NETWORKS ENHANCED SEVERANCE
ALLOWANCE PLAN, NORTEL NETWORKS CORPORATION SPECIAL RETENTION PLAN, COMMISSIONS, PENSION OR
OTHER BENEFITS OR OTHER COMPENSATION AND PERQUISITES AND ANY AND ALL REAL OR PRETENDED CLAIMS,
CAUSES OF ACTION, OR DEMANDS, INCLUDING, WITHOUT LIMITATION, THOSE FROM RIGHTS UNDER ANY
FEDERAL, STATE, AND LOCAL LAW, INCLUDING, WITHOUT LIMITATION, THE WORKER ADJUSTMENT AND
RETRAINING NOTIFICATION ACT (WARN) AND THOSE PROHIBITING DISCRIMINATION ON ANY BASIS,
INCLUDING SEX, AGE, RELIGION, SEXUAL ORIENTATION, DISABILITY, RACE, NATIONAL ORIGIN, AS MAY BE
PROHIBITED UNDER SUCH LAWS AS THE AGE DISCRIMINATION ACT OF 1967, THE OLDER WORKERS BENEFIT
PROTECTION ACT (OWBPA), THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT, THE
EQUAL PAY ACT AND THE FAMILY AND MEDICAL LEAVE ACT, INCLUDING ANY AMENDMENTS TO THOSE LAWS
(INCLUDING, BUT NOT LIMITED TO, YOUR RIGHT TO MAKE A CLAIM IN YOUR OWN RIGHT OR THROUGH A SUIT
BROUGHT BY ANY THIRD PARTY ON YOUR BEHALF) OR ANY COMMON LAW CLAIMS OF ANY KIND, INCLUDING,
BUT NOT LIMITED TO, CONTRACT, TORT, AND PROPERTY RIGHTS INCLUDING, BUT NOT LIMITED TO, BREACH
OF CONTRACT, FRAUD, DECEIT, NEGLIGENCE, NEGLIGENT MISREPRESENTATION, DEFAMATION, NEGLIGENT
SUPERVISION, BREACH OF PRIVACY, MISREPRESENTATION, WRONGFUL TERMINATION, INVASION OF PRIVACY,
INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, BREACH OF FIDUCIARY DUTY, VIOLATION
OF PUBLIC POLICY AND ANY OTHER COMMON LAW CLAIM OF ANY KIND WHATSOEVER AS OF THE DATE OF THIS
AGREEMENT WHICH YOU EVER HAD OR NOW HAVE, DIRECTLY OR INDIRECTLY, BASED UPON ANY FACT, MATTER,
EVENT OR CAUSE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO YOUR EMPLOYMENT BY THE
CORPORATION AND YOUR SEPARATION THEREFROM, OR YOUR RELATIONSHIP WITH THE CORPORATION OR THE
TERMS OF ANY WRITTEN OR ORAL EMPLOYMENT ARRANGEMENTS OR THE LIKE THAT YOU MAY HAVE ENTERED
INTO WITH THE CORPORATION. THIS AGREEMENT MAY NOT BE USED TO




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INTERFERE WITH YOUR RIGHT TO FILE A CHARGE OR PARTICIPATE IN AN INVESTIGATION OR PROCEEDING
CONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY OTHER APPROPRIATE AGENCY.
HOWEVER, YOU UNDERSTAND AND AGREE THAT THE CORPORATION WILL USE THIS AGREEMENT AS A DEFENSE
TO ANY SUCH CHARGE YOU FILE, INVESTIGATION OR PROCEEDING IN WHICH YOU PARTICIPATE, OR REMEDY
WHICH YOU SEEK. YOU AGREE THAT THIS RELEASE SHALL BE BINDING UPON YOU AND YOUR HEIRS,
ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS, AND ITS ENFORCEABILITY
SHALL NOT BE CHALLENGED. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU
UNDERSTAND ALL OF ITS TERMS AND EXECUTE IT VOLUNTARILY WITH FULL KNOWLEDGE OF ITS
SIGNIFICANCE AND THE CONSEQUENCES THEREOF. FURTHER, YOU ACKNOWLEDGE THAT YOU HAVE HAD AN
ADEQUATE OPPORTUNITY TO REVIEW AND CONSIDER THE TERMS OF THIS AGREEMENT INCLUDING, AT YOUR
DISCRETION, THE RIGHT TO DISCUSS THIS AGREEMENT WITH LEGAL COUNSEL OF YOUR CHOICE. YOU
HEREBY ACKNOWLEDGE THAT YOU INTEND TO GRANT TO THE CORPORATION A FULL AND FINAL RELEASE AS
SET FORTH HEREIN. FINALLY, YOU UNDERSTAND AND AGREE THAT THE CORPORATION MAY DEDUCT FROM
ANY PAYMENT PROVIDED TO YOU UNDER THIS AGREEMENT ANY AMOUNTS (INCLUDING, BUT NOT LIMITED TO,
ANY ADVANCE, LOANS, OVERPAYMENT, TAX EQUALIZATION PAYMENTS OR OTHER MONIES) THAT THE
CORPORATION DETERMINES THAT YOU OWE THE CORPORATION.10.
    
    This Agreement constitutes the entire understanding of the parties with respect to your prior
employment, including termination thereof, and there are no promises, understandings or
representations other than those set forth herein. This Agreement may be modified only with a
written instrument duly executed by you and Corporation.11.
    
    This Agreement shall be governed by the laws of North Carolina 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.12.
    
    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.




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PLEASE INDICATE
BELOW YOUR ELECTIONS REGARDING:
    
    Insurance BenefitsI elect the provisions of (CIRCLE ONE)1.
    
    
    4(b)(i) [COBRA Coverage];2.
    
    
    4(b)(ii) [Nortel Retiree Medical
Coverage]; or3.
    
    
    Revoke all group life insurance and
health coverages in which I am
currently enrolled.WAOINITIALS
 NORTEL NETWORKS INC.
    
    
    
    WILLIAM A. OWENSBy:
    
    /s/ William J. Donovan
    
    
    
    /s/
    
    William A. OwensTitle:
    
    SVP Human Resources
    
    
    
    Date:
    
    11/21/05Date:
    
    Dec. 1, 2005