exv10w7



 







Exhibit 10.7    




NORTEL NETWORKS CORPORATION




DIRECTORS’ DEFERRED




SHARE COMPENSATION PLAN




AS AMENDED AND RESTATED




Amended on June 29, 2005 and Restated effective June 29, 2005



 









 








NORTEL NETWORKS CORPORATION

DIRECTORS’ DEFERRED

SHARE COMPENSATION PLAN

AS AMENDED AND RESTATED




1. BACKGROUND; PURPOSE OF THE PLAN




On January 24, 2002, the Board approved this Nortel Networks Corporation Directors’ Deferred Share
Compensation Plan, effective as of January 1, 2002, (i) to provide for the crediting of Share Units
to Participants in respect of all services rendered by such Participants as members of the Board;
and (ii) to provide that each member of the Board who qualifies as an Eligible Director shall
receive all annual fees payable to such member for services as a member of the Board in the form of
Share Units credited in respect of such member under the Plan. On May 29, 2003, the Board approved
an amendment to the Plan, effective immediately, to permit Eligible Directors to elect to receive
between 0-100% of all fees payable to such member for services as a member of the Board in the form
of Share Units, with the remainder of such fees to be settled in cash. On December 18, 2003, the
Board approved an amendment to the Plan, effective immediately, with respect to the manner in which
Eligible Directors may elect to receive cash in lieu of Share Units under the Plan. On June 29,
2005, the Board approved amendments to the Plan, effectively immediately, with respect to the
election by Eligible Directors to receive Fees in the form of Share Units, with the remainder of
such Fees payable in cash.



The purpose of the Plan is to assist Nortel Corporation in attracting and retaining individuals
with experience and ability to serve as members of the Board and to promote a greater alignment of
interests between Eligible Directors and the shareholders of Nortel Corporation.



2. DEFINITIONS




For the purposes of the Plan, the terms contained in this Section shall have the following
meanings.



“Administrator” shall mean such administrator as may be appointed by Nortel Corporation from time
to time to assist in the administration of the Plan in accordance with Section 3 hereof.



“affiliated companies” shall have the meaning ascribed to the term “affiliated bodies corporate” in
Section 2(2) of the CBCA or such other meaning, and shall include such other entities, as may be
determined by the Committee.



“Election Form and Agreement” shall mean the election form and agreement, as it may be amended from
time to time, entered into between Nortel Corporation and an Eligible Director in accordance with
Section 6 hereof.



“Aggregate Purchase Price” shall have the meaning assigned thereto in Section 8 hereof.



 









 





“Board” shall mean the Board of Directors of Nortel Corporation.



“Broker” shall have the meaning assigned thereto in Section 10 hereof.



“Business Day” shall mean a day, other than a Saturday or Sunday, on which banking institutions in
Canada and the United States are not authorized or obligated by law to close.



“CBCA” shall mean the Canada Business Corporations Act, R.S.C. 1985, c.C-44, as amended from time
to time.



“Committee” shall mean such committee of the Board comprised of members of the Board as the Board
shall from time to time appoint to administer the Plan; provided, however, that if the Board does
not appoint a Committee to administer the Plan, all references to the Committee shall be deemed to
be references to the Board, mutatis mutandis.



“Common Share” shall mean a common share of Nortel Corporation, subject to Section 16.



“Eligible Director” shall mean each member of the Board who, at the relevant time, is not an
employee of a Nortel Networks Company and such member shall continue to be an Eligible Director for
so long as such member continues to be a member of the Board and is not an employee of a Nortel
Networks Company; provided, however, that the Committee, in its sole discretion, may determine from
time to time that one or more members of the Board who is or are employees of a Nortel Networks
Company shall be an Eligible Director or Eligible Directors or that one or more members of the
Board, who would otherwise be an Eligible Director or Eligible Directors, shall not be.



“Fees” shall mean the amount, expressed in U.S. dollars, of all fees payable by Nortel Corporation
to an Eligible Director (i) for all services rendered as a member of the Board, and/or any
committees thereof, and (ii) for all services rendered as an executive or non-executive chairperson
of the Board, and/or any committees thereof; except that, Fees shall not include any other fee that
may be payable by Nortel Corporation to the Eligible Director in connection with services rendered
by such Eligible Director to Nortel Corporation in any capacity other than as a member or
chairperson of the Board, and/or any committees thereof.



“Market Value” of a Common Share shall mean the fair market value thereof, which shall be the price
per common share which is equal to the average of the high and low prices for a board lot of the
Common Shares traded in Canadian dollars on The Toronto Stock Exchange (“TSE”) on the relevant day
or, if the volume of Common Shares traded on the composite tape in the United States exceeds the
volume of Common Shares traded in Canadian dollars on the TSE on such relevant day, the average of
the high and low prices for a board lot of Common Shares on the New York Stock Exchange (“NYSE”).
The Market Value so determined may be in Canadian dollars or in U.S. dollars. As a result, the
Market Value of a Common Share covered by a Share Unit shall be either (a) such Market Value as
determined above, if in Canadian dollars, or (b) such Market Value as determined above converted
into Canadian dollars at the noon rate of exchange of the Bank of Canada on the relevant day, if in
U.S. dollars. If on the relevant day, there is not a board lot trade in the Common Shares on the
TSE or NYSE, any of such exchanges are not open for trading, or there is not a noon rate of
exchange of the Bank of Canada, if required, then the Market Value of a Common Share shall be
determined as provided above on



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the first day immediately preceding the relevant day for which there were such board lot trades in
the Common Shares and a noon rate of exchange. If at any time the Common Shares are no longer
listed or traded on the TSE or the NYSE, the Market Value shall be calculated in such manner as may
be determined by the Committee from time to time, but shall always be established in relation to
the fair market value of a Common Share. The Market Value of a Common Share shall be rounded up to
the nearest whole cent.



“Nortel Corporation” shall mean Nortel Networks Corporation (known prior to May 1, 2000 as New
Nortel Inc.) or its successors.



“Nortel Limited” shall mean Nortel Networks Limited (known prior to May 1, 2000 as Nortel Networks
Corporation) or its successors.



“Nortel Networks Companies” shall mean, collectively, Nortel Corporation, Nortel Limited and their
respective Subsidiaries and affiliated companies or, individually, any corporate entity included
within such group, as the context indicates, and Nortel Networks Company shall mean any one of such
corporate entities.



“Participant” shall mean an Eligible Director who participates in the Plan.



“Plan” shall mean the Nortel Networks Corporation Directors’ Deferred Share Compensation Plan (as
amended and restated) set forth herein and as may be further amended or restated from time to time.



“Price per Common Share” shall have the meaning assigned thereto in Section 8 hereof.



“Quarter” means any of the four quarters of any financial year of Nortel Corporation as may be
adopted from time to time and, until the financial year of Nortel Corporation is changed, shall
mean the quarters ending March 31, June 30, September 30 and December 31.



“Quarterly Fee” shall mean the Fees earned for services rendered by an Eligible Director in the
applicable Quarter.



“Reference Date” shall mean, with respect to any Quarter, the date used to determine the Market
Value of a Common Share for purposes of determining the number of Share Units to be credited in
respect of such Quarter to a Participant’s account and the Canadian dollar equivalent of the
Quarterly Fee in respect to such Quarter pursuant to Section 4 hereof; which date shall be, unless
otherwise determined by the Committee and approved by the Board,




	 	(i)	 	the last trading day of such Quarter on which the Market Value of a Common
Share may be determined and on which the Bank of Canada published a noon rate of
exchange for U.S. dollars, or
	 
	 	(ii)	 	the Resignation Date of such Participant, if the Settlement Date with respect
to a Participant occurs during the Quarter prior to the last trading day of such
Quarter; provided that, if such Resignation Date is not a trading day on which the
Market Value of a Common Share or, if required, a day on which the Bank of Canada noon
rate of exchange for U.S. dollars may be determined, the Reference Date




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	 	 	 	shall be the immediately preceding trading day on which such Market Value and, if
required, the Bank of Canada noon rate of exchange for U.S. dollars may be
determined.





“Resignation Date” shall mean, in respect of a Participant, the earliest date on which both of the
following conditions are met:




	(a)	 	the Participant has ceased to be a member of the Board for any reason whatsoever, including
the death of the Participant; and
	 
	(b)	 	the Participant is neither an employee nor a member of the board of directors of any Nortel
Networks Company.





“Settlement Date” shall mean, unless otherwise determined by the Committee for the purpose of
Section 8, the date on which Common Shares shall be delivered in settlement of Share Units in
accordance with Section 8 hereof.



“Share Unit” shall mean a unit credited to a Participant’s account in accordance with the terms and
conditions of the Plan.



“Subsidiary” shall mean a body corporate that is a subsidiary of Nortel Corporation within the
meaning of Section 2(5) of the CBCA.



3. ADMINISTRATION OF THE PLAN




Except as herein otherwise specifically provided, the Plan shall be administered by the Committee
in accordance with its terms, the whole subject to applicable law. The Committee shall have full
and complete authority to interpret the Plan, to prescribe such rules and regulations and to make
such other determinations as it deems necessary or desirable for the administration of the Plan.
The Committee may from time to time, subject to the terms of the Plan, delegate to officers or
employees of a Nortel Networks Company or to third parties, including an Administrator if one is
appointed, the whole or any part of the administration of the Plan and shall determine the scope
and terms and conditions of such delegation, including the authority to prescribe rules and
regulations. Any interpretation, rule, regulation or determination made or other act of the
Committee shall be final and binding on the Participants and their beneficiaries and legal
representatives and Nortel Corporation and its shareholders.



No member of the Committee or the Board shall be liable for any action or determination made in
good faith pursuant to the Plan. To the full extent permitted by law, Nortel Corporation shall
indemnify and save harmless each person made, or threatened to be made, a party to any action or
proceeding by reason of the fact that such person is or was a member of the Committee or is or was
a member of the Board and, as such, is or was required or entitled to take action pursuant to the
terms of the Plan.



Except as Participants may otherwise be advised by prior written notice of at least thirty (30)
days, all costs of the Plan, including any administration fees and reasonable brokerage fees
related to the purchase of Common Shares pursuant to Section 8, shall be paid by Nortel
Corporation. For greater certainty, Nortel Corporation shall not pay or be responsible for



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brokerage or other fees incurred by Participants in respect of the disposition of any Common
Shares.



4. PARTICIPATION




All Eligible Directors shall participate in the Plan. Each Eligible Director shall be paid one
hundred percent (100%) of his or her Fees in the form of cash, unless the Eligible Director elects
prior to the beginning of a calendar year to receive between 0-100% of his or her Fees for the next
calendar year (and each calendar year thereafter unless and until such Eligible Director changes
such election with respect to Fees payable for the calendar year commencing after such change in
election is made) in the form of Share Units, with the remainder of such Fees to be paid in cash.
Fees payable to an Eligible Director in the calendar quarter in which such Eligible Director is
first appointed or elected to the Board shall be paid one hundred percent (100%) in the form of
cash, unless such Eligible Director elects prior to becoming an Eligible Director to receive,
effective on the date he or she becomes an Eligible Director, between 0-100% of his or her Fees for
the remainder of such calendar year (and future calendar years) in the form of Share Units, with
the remainder of such Fees to be paid in cash. The Board may, in its sole discretion, permit an
Eligible Director who is not subject to income tax under the US Internal Revenue Code of 1986, as
amended, to elect at a time other than the times specified in this paragraph to receive between
0-100% of his of her Fees in the form of Share Units, with the remainder of such Fees to be paid in
cash.



The number of Share Units (including fractional Share Units rounded to four decimal places) to be
credited on a quarterly basis with effect on the last day of each Quarter to an Eligible Director’s
account under Section 9 hereof with respect to each Quarter shall be equal to the quotient
determined by dividing: (i) the entire amount, expressed in U.S. dollars, of the Eligible
Director’s Quarterly Fee for such Quarter which is to be paid in Share Units, converted into
Canadian dollars at the noon rate of exchange of the Bank of Canada on the Reference Date for such
Quarter; by (ii) the Market Value of a Common Share on the Reference Date for such Quarter,
expressed in Canadian dollars.



A Participant who becomes an employee of a Nortel Networks Company or who, as a result of a
determination by the Committee, shall no longer be eligible to continue to participate in the Plan,
shall not be entitled to receive Share Units under this Section 4 in respect of any of his or her
future Fees. Share Units already credited to any such Participant’s account shall remain governed
by the Plan and the Election Form and Agreement, and such Participant shall be entitled to continue
to receive Share Units under Section 7 until such Participant’s Settlement Date.



5. SHARES SUBJECT TO THE PLAN




Nortel Corporation shall not be required to cause to be delivered Common Shares or certificates
evidencing Common Shares pursuant to the Plan unless and until such delivery is in compliance with
all applicable laws, regulations, rules, orders of governmental or regulatory authorities and the
requirements of any stock exchange upon which shares of Nortel Corporation are listed or traded.
Nortel Corporation shall not in any event be obligated to the Participants to take any action to
comply with any such laws, regulations, rules, orders or requirements. Subject to the



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foregoing, Nortel Corporation may from time to time provide a Broker with funds on the Settlement
Date as herein provided to purchase Common Shares on behalf of Participants on the open market or
by private transaction as required in order to administer the Plan in accordance with its terms.



In the event Nortel Corporation determines that Common Shares or certificates evidencing Common
Shares shall not be delivered to a Participant or Participants in accordance with the foregoing,
the Participant shall be entitled to receive from Nortel Corporation, in cash, an amount equal to
the Market Value of the Common Shares that would otherwise be delivered in settlement of Share
Units on the Settlement Date, less any amounts withheld by Nortel Corporation in accordance with
Section 14 in respect of taxes payable or other source deductions in respect of such cash payment.



6. EXECUTION OF ELECTION FORM AND AGREEMENT




Each Eligible Director shall, in accordance with Section 4 and the Plan or at such other times as
Nortel Corporation deems appropriate, enter into an Election Form and Agreement in writing with
Nortel Corporation and, if applicable, the Administrator with respect to his or her participation
in the Plan. Such Election Form and Agreement shall set out certain rights and obligations of the
parties thereto pursuant to and in accordance with the Plan, and shall remain in full force and
effect until all such Share Units credited to the account of such Participant shall have been
settled and/or cancelled.



7. DIVIDENDS AND RELATED AMOUNTS




A Participant shall, from time to time during such Participant’s period of participation under the
Plan, including the period following the Resignation Date and until the Settlement Date referred to
in Section 8 hereof, be credited on each dividend payment date in respect of Common Shares with
additional Share Units, the number of which shall be equal to the quotient determined by dividing:
(i) the product determined by multiplying (a) one hundred percent (100%) of each dividend declared
and paid by Nortel Corporation on its Common Shares on a per share basis (excluding stock dividends
payable in Common Shares, but including dividends which may be paid in cash or in shares at the
option of the shareholder), which, if declared in U.S. dollars, shall be converted into Canadian
dollars at the noon rate of exchange of the Bank of Canada on the dividend payment date for such
dividend, or if on such dividend payment date a noon rate of exchange of the Bank of Canada is not
available, converted into Canadian dollars at the noon rate of exchange of the Bank of Canada on
the immediately preceding day on which such exchange rate may be determined, by (b) the number of
Share Units recorded in the Participant’s account on the record date for the payment of any such
dividend, by (ii) the Market Value of a Common Share on the dividend payment date for such
dividend, in each case, with fractions computed to four decimal places.



8. SETTLEMENT OF SHARE UNITS




Except as may be otherwise determined by the Committee or except as set forth below in this Section
8, the settlement date (“Settlement Date”) for a Participant with respect to whom a Resignation
Date shall have occurred shall be the fourth trading day following the release of



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Nortel Corporation’s quarterly or annual financial results immediately following the Resignation
Date with respect to such Participant, provided that, if such Resignation Date occurs on the same
date as the release of Nortel Corporation’s financial results, the Settlement Date shall, in such a
case, be the fifth trading day immediately following such release of Nortel Corporation’s financial
results. A Participant shall receive, in full satisfaction of the number of Share Units recorded
in the Participant’s account on the Settlement Date, a whole number of Common Shares equal to the
whole number of Share Units then recorded in the account of the Participant (or as may be adjusted
pursuant to Section 16 hereof), reduced to reflect the amount of any applicable withholding taxes
and other source deductions withheld by Nortel Corporation in connection with the satisfaction of
the Participant’s Share Units in accordance with Section 14. Any entitlement to fractional Common
Shares shall be paid in cash by Nortel Corporation based on the Price per Common Share (as defined
below) on the Settlement Date.



If the Settlement Date would otherwise fall between the record date for a dividend on the Common
Shares and the related dividend payment date, the Settlement Date shall be the day immediately
following the date of payment of such dividend for purposes of recording in the account of the
Participant the additional Share Units referred to in Section 7 hereof and making the calculation
of Share Units recorded in the Participant’s account pursuant to this Section 8. Notwithstanding
any other provision of the Plan, the Settlement Date shall not be later than the last day of the
first calendar year that begins after the Resignation Date.



In the event that Nortel Corporation is unable, by a Participant’s Settlement Date, to compute the
final number of Share Units credited to such Participant’s account by reason of the fact that any
of the data required in order to compute the Market Value of a Common Share is not available to
Nortel Corporation, then the Settlement Date shall be the next following trading day on which such
data is available to Nortel Corporation.



On the Settlement Date, Nortel Corporation shall notify the Broker as to the number of Common
Shares to be purchased by the Broker on behalf of the Participant on the TSE, the NYSE, or any
other stock exchange approved by the Committee. As soon as practicable thereafter, the Broker
shall purchase the number of Common Shares which Nortel Corporation has requested the Broker to
purchase on behalf of the Participant and shall notify the Participant and the Corporation of:




	(a)	 	the aggregate purchase price (“Aggregate Purchase Price”) of the Common Shares;
	 
	(b)	 	the purchase price per Common Share or, if the Common Shares were purchased at different
prices, the average purchase price (computed on a weighted average basis) per Common Share
(“Price per Common Share”);
	 
	(c)	 	the amount of any reasonable brokerage commission related to such purchase of Common Shares;
and
	 
	(d)	 	the Settlement Date for such purchase of Common Shares.





On such Settlement Date, upon payment of the Aggregate Purchase Price and related reasonable
brokerage commission by Nortel Corporation, the Broker shall deliver to the Participant, or to his
designated representative, the certificate representing the Common Shares purchased on behalf



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of such Participant or shall cause such Common Shares to be transferred electronically to an
account designated by such Participant.



If a Participant is a citizen or resident of a country other than Canada, Nortel Corporation shall
have the right, in its sole discretion, to pay entirely in cash on the Settlement Date an amount
equal to the Market Value of the Common Shares as of the Settlement Date that would otherwise be
delivered in settlement of Share Units (less any applicable tax withholdings or required source
deductions), should it deem it desirable to do so in light of the regulatory or other requirements
of the applicable foreign jurisdiction associated with the purchase of, or payment in, Common
Shares.



9. PARTICIPANT’S ACCOUNT




Nortel Corporation shall maintain or cause to be maintained in its records an account for each
Participant recording at all times the number of Share Units credited to the Participant. Upon
payment in satisfaction of Share Units pursuant to Section 8 herein, such Share Units shall be
cancelled. A written notification of the balance in the account maintained for each Participant
shall be mailed by Nortel Corporation or by an Administrator on behalf of Nortel Corporation to
each Participant at least annually. A Participant shall not be entitled to any certificate or
other document evidencing the Share Units.



10. PURCHASES ON THE OPEN MARKET




Purchases of Common Shares pursuant to the Plan shall be made on the open market by a broker
independent from Nortel Corporation designated by the Participant and who is a member of the TSE,
the NYSE, or any such other stock exchange as may be determined by the Committee from time to time
(the “Broker”). Any such designation of a Broker may be changed from time to time. Upon
designation of a Broker or at any time thereafter, Nortel Corporation may elect to provide the
designated Broker with a letter agreement to be executed by the Broker, the Participant and Nortel
Corporation, setting forth, inter alia:



the Broker’s agreement with being so designated, to acting for the Participant’s account in
accordance with customary usage of the trade with a view to obtaining the best share price for the
Participant in respect of the Common Shares to be purchased for the Participant, and to delivering
to the Participant, or his or her representative, the share certificate for, or to transferring
electronically to an account designated by the Participant, the Common Shares purchased upon
receipt from Nortel Corporation of payment of the Aggregate Purchase Price and related reasonable
brokerage commission; and



Nortel Corporation’s agreement to notify the Broker of the number of Common Shares to be purchased
and to pay the Aggregate Purchase Price and the related reasonable brokerage commission,



provided, however, that none of the terms of such letter agreement shall have the effect of making
the Broker or deeming the Broker to be an affiliate of, or not independent from, Nortel Corporation
for purposes of any applicable corporate, securities or stock exchange requirement.



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The Share Units, and any related Common Shares that may be delivered under the Plan, have not been
registered under the U.S. Securities Act of 1933, as amended, as of the effective date of the Plan
and Nortel Corporation has no obligation to register such Share Units or Common Shares.
Accordingly, the Common Shares delivered under the Plan may not be offered or sold in the United
States unless they become registered or an exemption from registration is otherwise available.



11. RIGHTS OF PARTICIPANTS




Except as specifically herein provided or provided in the Election Form and Agreement, no Eligible
Director, Participant or other person shall have any claim or right to any Common Shares to be
delivered in settlement of Share Units credited pursuant to the Plan. Nothing herein shall provide
any Participant with an entitlement or right to be elected or appointed a director of Nortel
Corporation.



Under no circumstances shall Share Units be considered Common Shares nor shall they entitle any
Participant to exercise voting rights or any other rights attaching to the ownership or control of
Common Shares, nor shall any Participant be considered the owner of any Common Shares to be
delivered under the Plan until after the date of purchase of such Common Shares for the account of
such Participant as specifically provided herein.



12. DEATH OF PARTICIPANT




In the event of a Participant’s death, any and all Share Units then credited to the Participant’s
account shall become payable to a dependant or relation of the Participant designated in writing by
the Participant and provided to Nortel Corporation, failing which to the Participant’s legal
representative.



13. COMPLIANCE WITH APPLICABLE LAWS




Any obligation of Nortel Corporation with respect to Common Shares pursuant to the terms of the
Plan is subject to compliance with all applicable laws, regulations, rules, orders of governmental
or regulatory authorities and the requirements of any stock exchange upon which shares of Nortel
Corporation are listed or traded. Should Nortel Corporation, in its sole discretion, determine
that it is not desirable or feasible to provide for the settlement of Share Units in Common Shares
pursuant to Section 8 hereof, including by reason of any such laws, regulations, rules, orders or
requirements, such obligation shall be satisfied by means of a cash payment by Nortel Corporation
equal to the Market Value of the Common Shares that would otherwise be delivered to a Participant
in settlement of Share Units on the Settlement Date (less any applicable tax withholdings or
required source deductions). Each Participant shall comply with all such laws, regulations, rules,
orders and requirements, and shall furnish Nortel Corporation with any and all information and
undertakings as may be required to ensure compliance therewith.



14. WITHHOLDING TAXES




Nortel Corporation may withhold from any payment to or for the benefit of a Participant any amount
required to comply with the applicable provisions of any federal, provincial, state or



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local law relating to the withholding of tax or the making of any other source deductions,
including on the amount, if any, included in income of a Participant and may adopt and apply such
rules and regulations that in its opinion will ensure that Nortel Corporation will be able to so
comply.



15. TRANSFERABILITY




The rights or interests of a Participant under the Plan, including the Share Units, shall not be
assignable or transferable, otherwise than in case of death as set out in the Plan, and such rights
or interests shall not be encumbered.



16. ALTERATION OF NUMBER OF SHARE UNITS SUBJECT TO THE PLAN




In the event that:




	(a)	 	a dividend shall be declared upon the Common Shares or other securities of Nortel Corporation
payable in Common Shares or other securities of Nortel Corporation (other than a dividend
which may be paid in cash or in Common Shares at the option of the shareholder);
	 
	(b)	 	the outstanding Common Shares shall be changed into or exchanged for a different number or
kind of shares or other securities of Nortel Corporation or of another corporation, whether
through an arrangement, plan of arrangement, amalgamation or other similar statutory
procedure, or a share recapitalization, subdivision or consolidation or otherwise;
	 
	(c)	 	there shall be any change, other than those specified in paragraphs (a) and (b) of this
Section 16, in the number or kind of outstanding Common Shares or of any shares or other
securities into which such Common Shares shall have been changed or for which they shall have
been exchanged; or
	 
	(d)	 	there shall be a distribution of assets or shares to shareholders of Nortel Corporation out
of the ordinary course of business,





then, if the Board shall in its sole discretion determine that such change equitably requires an
adjustment in the number of Share Units credited to Participants pursuant to the Plan but not yet
settled and cancelled, and/or a substitution, for each Common Share, of the kind of securities into
which each outstanding Common Share has been so changed or exchanged and/or any other adjustment,
then such adjustment and/or substitution shall be made by the Board and shall be effective and
binding for all purposes.



In the case of any such substitution, change or adjustment as provided for in this Section 16, the
variation shall generally require that the dollar value of the Share Units then recorded in the
Participant’s account prior to such substitution, change or adjustment will be proportionately and
appropriately varied so that it shall be approximately equal to such dollar value after the
variation.



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No adjustment provided for in this Section shall entitle a Participant to receive a fractional
Common Share or other security and the total adjustment with respect to each Share Unit shall be
limited accordingly.



In the event that, at the time contemplated for the purchase of Common Shares under the Plan, there
is no public market for the Common Shares or for securities substituted therefor as provided by
this Section 16, the obligations of Nortel Corporation under the Plan shall be met by a payment in
cash on the Settlement Date in such amount as is reasonably determined by the Committee to be fair
and equitable in the circumstances, but shall always be established in relation to the fair market
value of a Common Share within the period that begins one year before the Resignation Date and ends
on the Settlement Date.



17. UNSECURED PLAN




Unless otherwise determined by the Committee, the obligations of Nortel Corporation under the Plan
shall be general unsecured obligations of Nortel Corporation.



18. EFFECTIVE DATE OF THE PLAN




The Plan shall be effective with respect to fees payable to Eligible Directors on or after January
1, 2002. The Plan was amended and restated on May 29, 2003. The Plan was amended and restated on
December 18, 2003, effective immediately. The Plan was amended on June 29, 2005 and restated
effective June 29, 2005.



19. AMENDMENTS TO, SUSPENSION OR TERMINATION OF, THE PLAN




The Board may from time to time amend, suspend or terminate, in whole or in part, the Plan or amend
the terms of Share Units credited in accordance with the Plan. If any such amendment will
materially adversely affect the rights of a Participant with respect to Share Units credited to
such Participant or under any Election Form and Agreement, the written consent of such Participant
to such amendment shall be obtained. Notwithstanding the foregoing, the obtaining of the written
consent of any Participant to an amendment which materially adversely affects the rights of such
Participant with respect to any credited Share Unit or under any Election Form and Agreement shall
not be required if such amendment is required to comply with applicable laws, regulations, rules,
orders of governmental or regulatory authorities or the requirements of any stock exchange on which
shares of Nortel Corporation are listed or traded.



If the Board terminates the Plan, Share Units previously credited to Participants shall, at the
discretion of the Board, either (a) become immediately payable in accordance with the terms of the
Plan in effect at such time, or (b) remain outstanding and in effect and settled subject to and in
accordance with their applicable terms and conditions.



20. GOVERNING LAW




Consent to membership on the Board and the resulting participation in the Plan by any Participant
shall be construed as acceptance of the terms and conditions of the Plan by the Participant and as
to the Participant’s agreement to be bound thereby. The Plan shall be construed in accordance with
and governed by the laws of the Province of Ontario.




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