exv10w4



 




Exhibit 10.4




Form of Indemnity Agreement effective on or as of June 29, 2005 entered into between Nortel

Networks Corporation and each of the following Directors: Harry J. Pearce, Ronald W. Osborne,

Richard D. McCormick, John A. MacNaughton, James B. Hunt, Jr. and Jalynn H. Bennett.










 










[insert name and address of Director]




Indemnity




                         In consideration of your service or continued service in any of the following capacities:




	 	•	 	as a director of Nortel Networks Corporation (the “Corporation”);
	 
	 	•	 	as an officer of the Corporation;
	 
	 	•	 	as a director of any other entity to the extent that you are serving in such
capacity at the request of the Corporation (and the Corporation hereby confirms its
request that you serve as a director of Nortel Networks Limited (“NNL”)) or
	 
	 	•	 	as an officer of any other entity to the extent that you are serving in such
capacity at the request of the Corporation,




such capacities referred to herein as the “Indemnified Capacities”, the Corporation with full power
and authority to grant an indemnity valid and binding upon and enforceable against it in the terms
hereinafter contained, hereby agrees to indemnify you to the full extent contemplated by this
agreement.





	1.	 	 	Scope of Indemnity





    (a)     The Corporation shall indemnify and hold you harmless for the full amount of any “Cost”
(as hereinafter defined) reasonably incurred by you in connection with any “Proceeding” (as
hereinafter defined) that may be made or asserted against or affecting you or in which you are
required by law to participate or in which you participate at the request of the Corporation or in
which you choose to participate (based on your reasonable belief that you may be subsequently named
in that Proceeding or any Proceeding related to it) if it relates to, arises from or is based on
your service in an Indemnified Capacity, in any case whether or not you have been named (an
“Indemnified Claim”).



    (b)     Subject to the terms hereof and any applicable policy of the Corporation relating to the
reimbursement of expenses, the Corporation shall also indemnify and hold you harmless for the full
amount of any other Cost reasonably incurred by you or to which you are subject if it relates to,
arises from or is based on your service in an Indemnified Capacity (provided however that you shall
not be entitled to indemnification in respect of any tax assessed on your income). Subject to the
terms of any applicable policy of the Corporation, the Corporation shall also reimburse you for
reasonable legal fees that you incur in connection with your retaining separate counsel in respect
of a matter being considered by the board of directors of the Corporation.









 



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	 	(c)	 	For the purposes of this agreement:






	 	(i)	 	“Indemnified Amount” means any amount which the
Corporation is obliged to pay pursuant hereto;
	 
	 	(ii)	 	“Cost” means all injury, liability, loss, damage,
charge, cost, expense, fine or settlement amount whatsoever which you may
reasonably incur, suffer or be required to pay (including, without
limitation, all reasonable legal and other professional fees as well as all
out-of-pocket expenses for attending discoveries, trials, hearings and
meetings); and
	 
	 	(iii)	 	“Proceeding” means any claim, action, suit,
application, litigation, charge, complaint, prosecution, assessment,
reassessment, investigation, inquiry, hearing or proceeding of any nature
or kind whatsoever, whether civil, criminal, administrative or otherwise.






	2.	 	 	Procedure for Making a Claim






	 	(a)	 	If you wish to make any claim for payment of an Indemnified Amount to you by
the Corporation hereunder, you shall deliver a written notice of such claim for payment
to the Corporation, together with reasonable details and supporting documentation with
respect to such claim (such written notice, together with such details and
documentation, referred to herein as an “Indemnification Notice”).
	 
	 	(b)	 	Subject to obtaining any required court approval, the Corporation shall pay all
Indemnified Amounts arising in connection with the matters described in the
Indemnification Notice to you (or as you may direct) no later than 30 days after the
date on which you deliver an Indemnification Notice on account of any such Indemnified
Amount to the Corporation.
	 
	 	(c)	 	The Corporation shall pay all Indemnified Amounts within the time period
contemplated in this Section 2, subject to Section 6 hereof.






	3.	 	 	Notice of Claim






	 	(a)	 	Notice to Corporation





              If you become aware of any Indemnified Claim or reasonably expect that an Indemnified Claim
will be made, you will give the Corporation notice in writing promptly of such Indemnified Claim or
potential Indemnified Claim.




	 	(b)	 	Notice to Director or Officer





              If the Corporation becomes aware of any Indemnified Claim or reasonably expects that an
Indemnified Claim will be made, the Corporation will give you notice in writing promptly of such
Indemnified Claim or potential Indemnified Claim.









 



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	4.	 	 	Defence of Action






	 	(a)	 	By Corporation





              The Corporation shall at its expense and in a timely manner contest and defend against any
Indemnified Claim (other than an Indemnified Claim brought by the Corporation or any of its
subsidiaries) and take all such steps as may be necessary or proper therein to prevent the
resolution thereof in a manner adverse to you, including the taking of such appeals as counsel to
the Corporation may advise are likely to succeed in the circumstances (which opinion shall be in
writing and a copy thereof provided to you). In this regard, the Corporation will keep you fully
informed on a timely basis of all steps and developments relating to the foregoing. The Corporation
shall not agree to any settlement on your behalf without your written consent.




	 	(b)	 	By Director 





              Notwithstanding Section 4(a) hereof, you will be entitled to assume carriage of your own
defence relating to any Indemnified Claim (and for greater certainty, the full amount of reasonable
expense you incur in connection with such defence shall be an Indemnified Amount) if:




	 	(i)	 	the Corporation does not in a timely manner:






	 	(A)	 	undertake appropriate action; or
	 
	 	(B)	 	take such legal steps as may be from time to
time required to properly defend against any such claim; or






	 	(ii)	 	in the reasonable opinion of your counsel (which
opinion shall be in writing and a copy thereof provided to the Corporation)
your interests in respect of the relevant matter conflict with the
interests of the Corporation in respect of such matter or with the
interests of any other director or officer of the Corporation in respect of
whose defence the Corporation has carriage;






	 	 	 	provided that:






	 	(i)	 	you shall not agree to settle any Indemnified Claim
without the prior written consent of the Corporation (unless you have a
reasonable belief that the Corporation will not satisfy its obligations to
you hereunder if the Indemnified Claim proceeds); and
	 
	 	(ii)	 	if the Indemnified Claim would be covered by insurance
maintained by the Corporation, you shall comply with the applicable
conditions of such coverage (provided however, that failure to so comply
shall not relieve the Corporation of its obligation to indemnify you
hereunder).










 



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	5.	 	 	Former Directors and Officers





    (a)     You shall continue to be entitled to indemnification and advances hereunder in accordance
with the terms hereof with respect to Indemnified Claims, even though you may no longer be acting
in an Indemnified Capacity.



    (b)     You and your advisors shall at all times be entitled to review during regular business
hours all documents, records and other information with respect to the Corporation or any entity in
which you acted in an Indemnified Capacity which are under the Corporation’s control and which may
be reasonably necessary in order to defend yourself against any Proceeding that relates to, arises
from or is based on your service in an Indemnified Capacity, provided that you shall maintain all
such information in strictest confidence except to the extent necessary for your defence.




	6.	 	 	No Obligation to Pay Indemnities Prohibited by Law





    (a)     Notwithstanding anything contained herein, the Corporation shall not pay any Indemnified
Amount hereunder if the payment of such amount would be prohibited under the provisions of the
Canada Business Corporations Act (the “CBCA”) or otherwise by law.



    (b)     Without limitation to Section 6(a), you acknowledge that the CBCA prohibits the
Corporation from indemnifying you unless you:




	 	(i)	 	acted honestly and in good faith with a view to the
best interests of the Corporation or, as the case may be, of NNL or any
other entity to the extent that you are serving as a director or officer of
that entity at the request of the Corporation; and
	 
	 	(ii)	 	in the case of a criminal or administrative action or
proceeding that it enforced by a monetary penalty, you had reasonable
grounds for believing that your conduct was lawful (each of (i) and (ii) a
“Condition”).





    (c)     If the Corporation pays an Indemnified Amount which it is prohibited from paying by law
(as determined by a court or administrative tribunal of competent jurisdiction in a final judgment
that has become non-appealable), then such amount shall be deemed to have been an advance of Costs
by the Corporation to you and upon written request by the Corporation, you shall repay such amounts
to the Corporation. For greater certainty, it is acknowledged that the Corporation shall advance
Costs to you or on your behalf in connection with an Indemnified Claim prior to the resolution of
the merits of any action, provided that if a court or administrative tribunal of competent
jurisdiction in a final judgment that has become non-appealable determines that you do not fulfill
either of the Conditions, you shall repay such amounts to the Corporation.




	7.	 	 	Court Approval





    (a)     If the Corporation is required under applicable law to obtain the approval of the court in
order to pay any Indemnified Amount, the Corporation shall seek such approval forthwith upon demand
by you for indemnification or advance.









 



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    (b)     In the event of a dispute under this agreement, the Corporation shall apply to the court
to approve a payment under this agreement forthwith upon receiving a written request from you to do
so.




	8.	 	 	Insurance





              The Corporation will advise you promptly after it becomes aware of any material change in or
withdrawal or lapse in coverage of any insurance policy of the Corporation’s existing directors and
officers, details of any claim made under such a policy and the triggering of any extended
reporting period applicable to any such policy.




	9.	 	 	Enurement





              This indemnity and the benefit of the obligations of the undersigned hereunder shall inure to
the benefit of you, your heirs, estate, executors and administrators and shall be binding upon the
Corporation’s successors and assigns.




	10.	 	 	Previous Indemnities





              This indemnity supersedes and replaces all prior indemnities entered into between the
Corporation and you with respect to the subject matter of this indemnity, provided however, that
nothing in this provision shall operate to restrict in any way any indemnity to which you are
entitled under the Corporation’s by-laws or otherwise at law.




	11.	 	 	Jurisdiction





              The courts of the Province of Ontario, Canada shall have exclusive jurisdiction with respect
to all matters dealing with the enforcement of or otherwise arising out of or in connection with
this indemnity, and by accepting and relying hereon you expressly and irrevocably submit and attorn
to the exclusive jurisdiction of, and irrevocably agree to be bound by a judgment of, any such
court relating to all such matters.




	12.	 	 	Notices





              Any notice permitted or required hereunder shall be made:




	 	(i)	 	to the Corporation at: Nortel Networks Corporation,
8200 Dixie Rd., Brampton, Ontario, L6T 5P6, Attention: Chief Legal Officer
(fax 905-863-8544); and
	 
	 	(ii)	 	to [insert name of Director]






	 	 	 	(or at such other address as you or the Corporation may from time to time specify)
and shall be sufficiently given if delivered personally, if sent by mail or
transmitted by fax and such notice shall be deemed to have been received on the date
it is sent (or, if not sent on a day on which the Corporation is open for business
at its head office (a “business day”), on the next business day), except for notices
sent by mail, which will be deemed to have been received on the fifth business day
following the date mailed.










 



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	13.	 	 	Governing Law





              This indemnity shall in all respects be governed by and construed in accordance with the laws
of the Province of Ontario, Canada, and all disputes, claims or matters arising out of or under it
shall be governed by such laws.



              DATED this            day of                 , 2005.



	 	 	 	 	 
	 	NORTEL NETWORKS 

CORPORATION

 	 
	 	by 	 	 
	 	 	Name:  	[INSERT NAME]	 
	 	 	Title:  	[INSERT TITLE]	 
	 
	 	 	 
	 	by 	 	 
	 	 	Name:  	[INSERT NAME]	 
	 	 	Title:  	[INSERT TITLE]	 
	 


The undersigned accepts the foregoing indemnity and agrees to comply with the terms and conditions set out above.




	 	 	 
	 	 	 
	[insert name of Director]
	 	Witness