exv10w6



 








EXHIBIT 10.6




CONFIDENTIAL — SPECIAL HANDLING




September 7, 2005




Nicholas J. DeRoma

Chief Legal Officer

Nortel Networks

8200 Dixie Rd., Suite 100

Brampton, Ontario

L6T 5P6



Dear Mr. DeRoma:



This letter (“Agreement”) records the arrangements between you and Nortel Networks Corporation
concerning the cessation of your responsibilities as Chief Legal Officer reporting to William A.
Owens, Nortel’s Vice-Chairman and Chief Executive Officer. The arrangements are as follows:




Cessation of Employment





	1.	 	As used in this Agreement, the term “Corporation” shall mean Nortel Networks Corporation, its
subsidiaries and affiliates, their successors and assigns, and all of their past and present
officers, directors, employees and agents (in their individual and representative capacities),
in every case, individually and collectively.
	 
	2.	 	Effective as of the close of business on September 9, 2005, your employment relationship with
the Corporation shall cease. All previous external responsibilities which you had will be
assumed by other persons designated by the Corporation, including any participation in
industry or other associations representing the Corporation. Prior thereto, you will cease to
be an officer and/or director of the Corporation and any of the Corporation’s subsidiaries and
affiliates and you will sign such documents as may be reasonably required to record these
resignations. You will continue to have access to your office to close out your personal and
business affairs as needed until and including September 30, 2005.
	 
	3.	 	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 12:01 a.m. the day following your termination date of
September 9, 2005. 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 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.










 



- 2 -







Compensation, Benefits & Perquisites





	4.	 	Conditional upon your material compliance with all terms and conditions of this Agreement,
the Corporation shall:
	 
	 	 	(Salary Continuation)






	 	(a)	 	pay you the sum of US$43,833 per month, converted to Canadian currency, in the
same manner as you were paid immediately prior to the termination of your employment,
less appropriate deductions, commencing on September 10, 2005 and terminating on
September 9, 2007 (“Salary Continuation Period”); in the event of your death prior to
the conclusion of the Salary Continuation Period, the Salary Continuation payments set
forth in this section 4.(a), the Vacation Benefit set forth in section 4.(b) below and
the Incentive Award set forth in section 4.(c) below will be made to your spouse, and
the event of her death, to your estate;






	 	 	(Vacation Benefit)






	 	(b)	 	pay you, on or before September 30, 2005, a lump sum amount equivalent to ten
weeks of base salary, representing all of your current accrued but unused vacation
benefit, with no further vacation accrual subsequent to September 9, 2005;






	 	 	(Incentive Award)






	 	(c)	 	pay you, on or before September 30, 2005, a lump sum amount equivalent to 100% of
your annual base salary; for the avoidance of doubt, you will not receive a 2005 SUCCESS
bonus;






	 	 	(Insurance Benefits)






	 	(d)	 	continue your participation during the Salary Continuation Period, subject to the
provisions of the applicable plans, in group medical, life insurance and dental
insurance, for you and any of the dependents currently covered; you shall continue to
make any required contributions for such benefits at the rates applicable for employees
through the deductions authorized in paragraph 4(a);






	 	 	(Outplacement or Counseling Services)






	 	(e)	 	make available senior executive outplacement services (services and provider to
be designated by the Corporation after considering your preferences — please contact me
for this purpose) to be provided to you in the New York City metropolitan area,
including Fairfield County, CT, USA, to assist you in securing new employment, and pay
the professional fees for such services as are reasonably incurred;






	 	 	(Pension Benefits)






	 	(f)	 	continue your accrual of pensionable service during the Salary Continuation
Period, pursuant to the terms of the Northern Telecom Managerial and Non-Negotiated
Pension Plan, the Supplementary Executive Retirement Plan and the Special Pension Credit
Plan (“the Pension Plans”); your final pension or retirement benefits will be calculated
based on pensionable service you will have accrued under the terms of the Pension Plans
through the conclusion of the Salary Continuation Period, and your pension estimate is
set forth in Attachment I to this Agreement;










 



- 3 -








	 	 	(Stock Options)






	 	(g)	 	consider you not to be eligible for any future grant(s) of stock options,
including under the Nortel 2005 Stock Option Plan or the 1986 and 2000 stock option
plans. For the avoidance of doubt, you will not receive the grant of stock options
referenced by Bill Owens in his email to you dated March 22, 2005. If you currently
hold any stock options granted under one of the Nortel Networks employee stock option
plans, you will have the right to exercise any vested Nortel Networks stock options
granted to you under the Nortel Networks Corporation 1986 Stock Option Plan as Amended
and Restated (“the 1986 Plan”), the Nortel Networks Corporation 2000 Stock Option Plan
(“the 2000 Plan”) and/or a stock option plan previously assumed by Nortel Networks in
connection with certain past merger and acquisition transactions, subject to the terms
and conditions of those plans and in accordance with the relevant Instruments of Grant.
	 
	 	 	 	A summary of your stock option grants and their vesting schedule are set forth in
Attachment II to this Agreement. A copy of the 1986 Plan and the 2000 Plan have been
provided to you. A copy of the terms and conditions of the key contributor
replacement stock options granted to you on January 28, 1999 (Replacement Grant) has
also been provided to you. Attachment II indicates that all of your stock options are
currently vested, except the Replacement Grant.
	 
	 	 	 	Stock options granted to you under the 1986 Plan and/or the 2000 Plan will continue to
vest during the Salary Continuation Period in accordance with the terms of the relevant
Instruments of Grant. In the event of your death during the Salary Continuation
Period, the provisions of section 6(g) of each of the 1986 Plan and the 2000 Plan,
respectively, will apply to the stock options granted to you under the applicable plan,
except the Replacement Grant. In accordance with the terms of the Replacement Grant,
the Replacement Grant shall only be exercisable in accordance with section 6(g) of the
1986 Plan if certain of the conditions for vesting of the Replacement Grant stock
options are met on the date of death in accordance with the terms of the Replacement
Grant and the 1986 Plan.
	 
	 	 	 	In accordance with section 6.(h) of the 1986 Plan and the 2000 Plan, respectively, all
vested stock options under such plans may be exercised by you during the thirty-six
(36) month period following your Retirement Date, (but not in any such case after the
expiration of the Option Period first established in connection with such grant). The
Replacement Grant shall be exercisable within a period of thirty-six (36) months from
your Retirement Date in accordance with section 6(h) of the 1986 Plan to the extent the
Replacement Grant stock options are vested on your Retirement Date in accordance with
their terms.
	 
	 	 	 	In the event of your death during retirement, the provisions of section 6(g) of each of
the 1986 Plan and the 2000 Plan, respectively, will apply to all of the stock options
granted to you under the applicable plan, except the Replacement Grant. In accordance
with the terms of the Replacement Grant, the Replacement Grant shall only be
exercisable in accordance with section 6(g) of the 1986 Plan if the Replacement Grant
stock options are vested in accordance with their terms on your Retirement Date.
	 
	 	 	 	Further, with respect to the stock options you have exercised or will be entitled to
exercise, the Instruments of Grant provide in certain circumstances that you repay the
Corporation the difference between the market value of the shares purchased in
conjunction with the exercise of your options and the subscription price of those shares, subject to certain adjustments. The repayment obligation is triggered if you
commence employment with a competitor of any Nortel Networks company or engage in
certain other specified conduct harmful to Nortel Networks within the time frames
provided for in the Instruments of Grant;










 



- 4 -








	 	 	(Investment Plan)






	 	(h)	 	following your completion of the necessary documentation, distribute your account
balance in accordance with the provisions of the Nortel Networks Investment Plan. Your
right to contribute to and participate in the Investment Plan will cease at the end of
the Salary Continuation Period;






	 	 	(Relocation Costs)






	 	(i)	 	(1) arrange and pay for the shipment of your household goods from Toronto to New
Canaan, CT, USA by Movers International (MI Group), subject to the terms, limits and
exclusions of the Nortel Networks International Assignment Long-Term Program;
	 
	 	 	 	(2) reimburse you for the normal and customary closing expenses,
including any realtors’ sales commission, arising from the sale of your principal
residence in North York, Ontario, Canada; and
	 
	 	 	 	(3) pay you an additional sum to “gross up” the value of any taxable
benefit provided to you under sections 4(i) (1) and (2) above;






	 	 	(Withholdings)






	 	(j)	 	with respect to any monies or monetary equivalents to be paid hereunder, in its
sole discretion withhold appropriate amounts concerning any and all applicable federal
and provincial taxes; and






	 	 	(Tax Preparation Services)






	 	(k)	 	pay the cost of personal income tax preparation by Deloitte & Touche LLP for each
of calendar years 2005 and 2006; such tax preparation service shall include any
additional time and effort to prepare your tax returns as may be required because of
your plan to relocate from Canada to the U.S. and retire from Nortel Networks; you will
also receive an additional sum to “gross up” the value of any taxable benefit provided
to you under this section 4.(k); the Tax Preparation Services and any gross up amount to
be provided as set forth in this section 4.(k) will be provided to your spouse in the
event of your death.





Cessation of Compensation, Benefits and Perquisites





	5.	 	All Corporation compensation, benefits and perquisites not expressly extended to you pursuant
to this Agreement shall be terminated effective 12:01 a.m September 10, 2005.





Expense Accounts





	6.	 	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 September 30, 2005.





Securities Indemnification





	7.	 	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










 



- 5 -


	 	 	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.





Confidentiality





	8.	 	You acknowledge that you continue to be bound by the terms of the Agreement Relating to
Intellectual Property and Confidentiality and any related agreements which you executed in the
course of your hiring and employment by the Corporation. You confirm that your entire right,
title, and interest to all intellectual property 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, discoveries, improvements and designs as covered by 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 in Canada, the United States, and
other countries. Any information pertaining to such inventions, discoveries, improvements
and designs is considered the confidential information of the Corporation until and unless
patented or published by the Corporation.
	 
	 	 	Unless and until the terms of this Agreement are disclosed by the Corporation as required by
applicable law, you agree that you will not directly or indirectly disclose, publicize or
discuss this Agreement, including the terms and/or conditions, with any employee and/or
former employee of the Corporation or any other person except your spouse, your lawyer and/or
accountant, financial advisor and/or outplacement counsellor. In the event that you discuss
this Agreement with any of the aforementioned individuals, it shall be your duty,
responsibility and obligation to advise said individual(s) of the confidential nature of this
Agreement and direct them not to discuss the terms and/or conditions of this Agreement with
any person.
	 
	 	 	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 to any
invention, which is owned or licensed by the Corporation. You shall continue to maintain the
confidentiality of any dealings, transactions or affairs of the Corporation which may have
come to your knowledge in any manner during your employment. Further, you agree not to
reveal, disclose, or cause to be revealed or disclosed, anything with respect to the
Corporation that is injurious or harmful to any of its interests, or the interests of its
employees, officers or directors. In addition, during the period September 6, 2005 to
September 9, 2007, you:






	 	(i)	 	shall issue no public statement on the business affairs, policies or the like of
the Corporation without the prior written consent of the Corporation and, without
limiting the foregoing, you shall not disparage the Corporation; and,
	 
	 	(ii)	 	shall not, on behalf of yourself or others, directly or indirectly, recruit,
induce or solicit or attempt to recruit, induce or solicit any individual who is
supplying services to the Corporation, whether as an employee, contractor, consultant or
otherwise, to terminate their employment or contractual arrangements with the
Corporation or to accept engagement with another person or entity unrelated to the
Corporation; and,










 



- 6 -


	 	(iii)	 	shall not become an employee, a consultant, contractor, representative, or in
any manner or capacity accept any assignment, project or work for a competitor of the
Corporation, without prior written approval by the Leader, Global Compensation and
Benefits, provided that such approval shall not be unreasonable withheld.





Other





	9.	 	Absent prior approval by the Leader, Global Compensation and Benefits, following your
notification to the Corporation pursuant to paragraph 10, not to be unreasonably withheld, the
Corporation’s obligations under paragraphs 4(a), (c), (d), (e), (f), (g), (h), (i) and (k)
will terminate forthwith if you become an employee, consultant, contractor or representative
of any competitor of the Corporation. Furthermore, you agree that if any of the commitments
in paragraph 8 are breached, the Corporation has the right to recover, in addition to any
other remedy or entitlement the Corporation may have as a result of the breach, an amount
equal to the difference between the Market Value of the shares, as of the date of exercise,
which you purchased during the Salary Continuation Period as a result of the exercise of your
options, and the Subscription Price of those shares covered by such options.





Notice





	10.	 	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, you shall, within fifteen (15) days of such
occurrence, provide written notice to the Corporation of that event. Such notice shall be
sent in writing to Leader, Global Compensation and Benefits.





Advice and Assistance





	11.	 	You shall make available to the Corporation advice, assistance and information that shall
include, but not be limited to, offering and explaining evidence, providing sworn statements
or interviews, participation in discovery, and trial preparation testimony as may be deemed
necessary by the Corporation concerning the Corporation’s position in any legal proceedings
involving issues brought against or initiated by the Corporation of which you have knowledge.
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.





Company Property and Information Preservation





	12.	 	Prior to your termination date, and before receiving any monies pursuant to this Agreement,
you shall return to Nortel Networks any and all property of Nortel Networks 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.
	 
	 	 	Nortel Networks 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 Nortel Networks is the property of Nortel Networks.
Therefore, all information, (however recorded or stored) (“Information”) in your possession
and/or that you have created in the course of your employment with Nortel Networks (whether
or not currently in your possession or control) is the property of Nortel Networks.
	 
	 	 	You are aware that Nortel Networks has received a formal order of investigation from the
United States Securities and Exchange Commission (“SEC”) that requires the preservation and
collection and disclosure of certain Information to the SEC. Nortel Networks is also a party
to various civil lawsuits and other investigations and may need access to certain Information
for those matters as well. Therefore, you agree to take affirmative steps to preserve all
Information in your possession, custody and control (including information controlled by your
assistant, if any).










 



- 7 -


	 	 	As a result, you have the responsibility to secure relevant Information.
	 
	 	 	You shall gather (including from on-site and off-site storage) and return to Nortel Networks
all physical copies of Information (for example and without limitation, computer discs, Jaz
Drive tapes, paper copies) and arrange for this information to be provided to your manager.
In addition, Nortel Networks will take possession of your computer and preserve all
electronic Information on your computer, as well as any related servers on which you have
Information stored, at the time your computer is turned into Nortel Networks. Any
Information located in your home, including on a home personal computer, must be returned to
Nortel Networks and deleted from your home computer.
	 
	 	 	Compliance with this requirement is not optional. Given the penalties which the law
provides, it is in everyone’s interest to comply as quickly and completely as possible. None
of these materials should be destroyed, even if they are a printout of something on a hard
drive, until the investigations and all of the ongoing litigation is concluded. Should you
have any questions regarding the implementation of these preservation instructions, please
contact your HR prime, without delay.
	 
	 	 	The Information will be used by Nortel Networks for general business purposes and may also be
provided to regulatory authorities in response to their requests or disclosed in any relevant
private litigation to which Nortel Networks is a party. Also, the Information may be used by
and provided to entities within the Nortel Networks group of companies and/or Nortel Networks
external advisors. In some instances, the recipients of this Information will be located
outside your geographic area. To the extent that the Information contains any personal
information, you consent to the collection, transfer and disclosure of that information by
Nortel Networks to Nortel Networks entities, third parties and regulatory authorities within
and outside of your geographic area for the purposes set out above.





Review Period





	13.	 	The terms and conditions of this Agreement will be open for your review and consideration
through the close of business September 8, 2005. If you have not returned an executed copy of
this Agreement, by facsimile or the original, to the undersigned, by the close of business on
September 8, 2005, then the terms and conditions set forth in this Agreement shall be
withdrawn as of that time and date.





Release





	14.	 	In consideration of the monies and other benefits to be provided to you as set forth herein,
you hereby fully and completely release the Corporation, its subsidiaries and affiliates, and
their respective directors, officers and employees, to the extent permitted by law, from any
and all real or pretended claims, causes of actions, rights, damages or injuries of any nature
whatsoever you may have had or now have, whether known or unknown, (except for promises and
commitments contained herein), including, without limitation, any and all such claims, causes
of action, rights, damages or injuries arising out of, or related to, your employment by the
said companies and/or the termination thereof, your ceasing to hold office in the said
companies, or arising under any statute, including, without limitation, the Employment
Standards Act (Ontario), or at common law. Furthermore, you understand 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 letter and that you understand all of its terms and
have executed it voluntarily with full knowledge of its significance. Further, you
acknowledge that you have had an adequate opportunity to review and consider the
arrangements, including at your discretion, the right to discuss this Agreement with legal
counsel of your choice. Finally, you acknowledge that you understand you are hereby granting
to the Corporation a full and final release as set forth above.










 



- 8 -


	15.	 	This Agreement constitutes the entire understanding of the parties with respect to your
employment, including the cessation of your employment, 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 the Corporation.




Please acknowledge that the foregoing correctly and completely sets forth your understanding of the
arrangements, and your acceptance hereof, by signing, dating and returning to me, the attached
second copy of this Agreement.




Yours truly,




/s/   W. J. Donovan




William J. Donovan




For Nortel Networks Corporation




By: /s/   William J. LaSalle          
                 




/s/   Nicholas J. DeRoma         
                      

Nicholas J. DeRoma




Sept. 8, 2005                                                  








Date




	 	 	 
	Attachment I

	 	Pension Estimate
	Attachment II

	 	Summary of Stock Option Grants and Vesting Schedule







 










 








	








 








	


Personal Information



Date of Birth:         March 1, 1946

Spouse's Date of Birth:      March 25, 1946



Date of Hire (Canada):      June 1, 1997

Pension Entry Date:         June 1, 1999



Pension Plan:         Canadian Traditional Part II Program



SERP Participant         Yes



Special Pension Credits (SPC):   Must be minimum age 60 to be eligible for

            a benefit from this Plan (eligible as at

            March 1, 2006)



            For Eligibility Purposes:  16 years, 3 months

              For Benefit Purposes:       8 years, 1-1/2 months












 








	


Pension Estimate:

  Actual benefit payable will be determined at the retirement date



Termination Date:         September 9, 2005

Salary Continuance:         September 10, 2005 through September 9, 2007

Retirement Date:         September 10, 2007



Age at Pension:         61 years, 6 months

Continuous Service at Pension:   10 years, 3 months



Pensionable Service:        8 years, 4 months

SPC Service:           8 years, 1-1/2 months

Total Benefit Service:      16 years, 5-1/2 months



Canadian Pension Benefit (CAD):

(option of electing either an immediate lifetime monthly pension or a lump sum/15-year term
annuity)



Monthly Pension:         $30,000 (Joint & Survivor 60%)

or

Total Lump Sum Value:      $4,650,000, payable as follows:

            $362,000 lump sum (of which approx. $218,000

            must be transferred to a locked-in RRSP)

            + $34,000/month for 15 years











 






Attachment II

Summary of Stock Option

Grants and Vesting Schedule




 









 








			
	Statement of Option Grant
	 	Page 1 of 1






PERSONAL SUMMARY OF STOCK OPTION GRANTS AS OF THE DATA LOAD DATE OF AUGUST 24, 2005




	 	 	 	 	 	 	 
	Global ID

	 	Employee Name
	 	Employee Address
	 	 
	0503455

	 	Nicholas Deroma
	 	8200 Dixie Road, Suite 100, Brampton, ON, L6T 5P6, CA	 	 





 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Vested	 
	Grant	 	Grant	 	 	 	 	 	 	 	Grant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	and	 
	Date	 	ID	 	Plan	 	Type	 	Curr.	 	Price	 	 	Granted	 	 	Vested	 	 	Unvested	 	 	Exercised	 	 	Outstanding	 	 	Available	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	for	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Exercise	 
	28-
	 	A000000126477	 	CDN	 	NQ	 	CAD	 	$	8.2700	 	 	 	250,000	 	 	 	250,000	 	 	 	0	 	 	 	0	 	 	 	250,000	 	 	 	250,000	 
	FEB-02
	 	 	 	515	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25-
	 	PASO00000002	 	CDN	 	NQ	 	CAD	 	$	9.2900	 	 	 	500,000	 	 	 	500,000	 	 	 	0	 	 	 	0	 	 	 	500,000	 	 	 	500,000	 
	OCT-01
	 	 	 	515	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25-
	 	A000000098598	 	CDN	 	NQ	 	CAD	 	$	57.6700	 	 	 	150,000	 	 	 	150,000	 	 	 	0	 	 	 	0	 	 	 	150,000	 	 	 	150,000	 
	JAN-01
	 	 	 	00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27-
	 	A000000029314	 	CDN	 	NQ	 	CAD	 	$	71.1500	 	 	 	180,000	 	 	 	180,000	 	 	 	0	 	 	 	0	 	 	 	180,000	 	 	 	180,000	 
	JAN-00
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28-
	 	00009246	 	CD	 	NQ	 	CAD	 	$	23.7000	 	 	 	160,000	 	 	 	160,000	 	 	 	0	 	 	 	0	 	 	 	160,000	 	 	 	160,000	 
	JAN-99
	 	 	 	KEY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	O	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28-
	 	00009248	 	CD	 	NQ	 	CAD	 	$	23.7000	 	 	 	160,000	 	 	 	0	 	 	 	160,000	 	 	 	0	 	 	 	160,000	 	 	 	0	 
	JAN-99
	 	 	 	KEY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	R	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28-
	 	00009247	 	CDN	 	NQ	 	CAD	 	$	23.7000	 	 	 	100,000	 	 	 	100,000	 	 	 	0	 	 	 	0	 	 	 	100,000	 	 	 	100,000	 
	JAN-99
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29-
	 	00009245	 	US	 	NQ	 	USD	 	$	11.2900	 	 	 	80,000	 	 	 	80,000	 	 	 	0	 	 	 	0	 	 	 	80,000	 	 	 	80,000	 
	JAN-98
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	02-
	 	00009244	 	CDN	 	NQ	 	CAD	 	$	14.6900	 	 	 	100,000	 	 	 	100,000	 	 	 	0	 	 	 	66,666	 	 	 	33,334	 	 	 	33,334	 
	JUN-97
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,680,000	 	 	 	1,520,000	 	 	 	160,000	 	 	 	66,666	 	 	 	1,613,334	 	 	 	1,453,334	 





Stock Option information is updated on a weekly basis. The information provided here is current as
of August 24, 2005. Grants that have been forfeited or cancelled are not reflected on the Personal
Summary.




View Vesting Schedule



NOTE: This page was last updated as of the data load date of August 24, 2005. Exercise
transactions which have occurred within one week prior to the “as of” date may not be recorded in
this data. If there is any discrepancy between the information contained on this page and the
information contained in the official records of Nortel Networks, the information contained in the
official records of Nortel Networks will prevail. If you believe that any information on this page
is inaccurate, please contact Stock Option Administration at 905-863-6001 or ESN 333-6001 or email
“Options, Stock” or stockopt@nortel.com.




This page generated August 29, 2005




8/29/2005




 









 








			
	Vesting Schedule
	 	Page 1 of 2






VESTING SCHEDULE




	 	 	 	 	 	 	 
	Global ID

	 	Employee Name
	 	Employee Address
	 	 
	0503455

	 	Nicholas Deroma
	 	8200 Dixie Road,
Suite 100, Brampton, ON, L6T 5P6, CA
 	 	 
	 







Vesting dates for grants with non-standard vesting will not be reflected in this vesting schedule.
Please refer to your original Instrument of Grant or contact Stock Option Administration.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	A000000126477
	 	28-FEB-02	 	 	250,000	 	 	 	250,000	 	 	27-FEB-12	 	8.2700 CAD	 	CDN 515	 	NQ	 	OTHER
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 






Note: Non-standard vesting schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	PASO00000002
	 	25-OCT-01	 	 	500,000	 	 	 	500,000	 	 	25-OCT-07	 	9.2900 CAD	 	CDN 515	 	NQ	 	OTHER
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 






Note: Non-standard vesting schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	A000000098598
	 	25-JAN-01	 	 	150,000	 	 	 	150,000	 	 	24-JAN-11	 	57.6700 CAD	 	CDN 00	 	NQ	 	 	3YA	 
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	25-JAN-02	 	 	 	 	 	 	 	 	 	 	 	 	 	 	50,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	25-JAN-03	 	 	 	 	 	 	 	 	 	 	 	 	 	 	50,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	25-JAN-04	 	 	 	 	 	 	 	 	 	 	 	 	 	 	50,000	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	A000000029314
	 	28-JAN-00	 	 	180,000	 	 	 	180,000	 	 	26-JAN-10	 	71.1500 CAD	 	CDN	 	NQ	 	 	3YA	 
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	27-JAN-01	 	 	 	 	 	 	 	 	 	 	 	 	 	 	60,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	27-JAN-02	 	 	 	 	 	 	 	 	 	 	 	 	 	 	60,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	27-JAN-03	 	 	 	 	 	 	 	 	 	 	 	 	 	 	60,000	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	00009246
	 	28-JAN-99	 	 	160,000	 	 	 	160,000	 	 	27-JAN-09	 	23.7000 CAD	 	CD KEY O	 	NQ	 	 	5YC	 
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	28-JAN-04	 	 	 	 	 	 	 	 	 	 	 	 	 	 	160,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	 








 









 






			
	Vesting Schedule
	 	Page 2 of 2






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code
	00009248
	 	28-JAN-99	 	 	160,000	 	 	 	160,000	 	 	27-JAN-09	 	23.7000 CAD	 	CD KEY R	 	NQ	 	OTHER
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 






Note: Non-standard vesting schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	00009247
	 	28-JAN-99	 	 	100,000	 	 	 	100,000	 	 	27-JAN-09	 	23.7000 CAD	 	CDN	 	NQ	 	 	3YA	 
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	28-JAN-00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	33,333	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	28-JAN-01	 	 	 	 	 	 	 	 	 	 	 	 	 	 	33,333	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	28-JAN-02	 	 	 	 	 	 	 	 	 	 	 	 	 	 	33,334	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	00009245
	 	29-JAN-98	 	 	80,000	 	 	 	80,000	 	 	28-JAN-08	 	11.2900 USD	 	US	 	NQ	 	OTHER
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 






Note: Non-standard vesting schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


	Grant Id	 	Grant Date	 	 	Options Granted	 	 	Outstanding	 	 	Expiration	 	 	Grant Price	 	 	Plan	 	 	Type	 	 	Vest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Code	 
	00009244
	 	02-JUN-97	 	 	100,000	 	 	 	33,334	 	 	01-JUN-07	 	14.6900 CAD	 	CDN	 	NQ	 	OTHER
	 
	 	Vest Date	 	 	 	 	 	 	 	 	 	 	 	 	 	Options Vesting	 	 	 	 	 	 	 	 	 	 	 	 
	 
Note: Non-standard vesting schedule
 
 


	 








NOTE: This page was last updated as of the data load date of August 24, 2005. Exercise
transactions which have occurred within one week prior to the “as of” date may not be recorded in
this data. If there is any discrepancy between the information contained on this page and the
information contained in the official records of Nortel Networks, the information contained in the
official records of Nortel Networks will prevail. If you believe that any information on this page
is inaccurate, please contact Stock Option Administration at 905-863-6001 or ESN 333-6001 or email
“Options,Stock” or stockopt@nortel.com.




This page generated August 29, 2005