EX-4.34



 





Exhibit 4.34



MITEL NETWORKS CORPORATION


2007 U.S. EMPLOYEE STOCK PURCHASE PLAN


Article I.

PURPOSE



     1.1 Purpose.



          The Mitel Networks Corporation 2007 U.S. Employee Stock Purchase Plan (the “Plan”) is
intended to provide a method whereby employees of Mitel Networks, Inc., Inter-Tel (Delaware),
Incorporated and any U.S. employee of any other Subsidiary Corporation (as such term is defined
below) of Mitel Networks Corporation (the “Issuer”) (such entities being hereinafter
collectively referred to, unless the context otherwise requires, as the “Company”) will
have an opportunity to acquire a proprietary interest in the Issuer through the purchase of the
Issuer’s common shares, without par value (“Common Shares”).



Article II.

DEFINITIONS


In addition to the terms defined elsewhere in the Plan, the following terms when used in the Plan
shall have the following meanings:




     2.1 Base Pay
means Straight-Time Earnings (as such term is defined below) during the applicable period;
provided, however, that for a Commissioned Employee (as such term is defined below), Base Pay shall
also include the amount of any commissions or bonus compensation paid to such Commissioned Employee
during the relevant period and reflected in the category of “commissions” on such Commissioned
Employee’s pay stub for such period.



     2.2 Commissioned Employee means any employee who is targeted to receive at least thirty (30%) percent of his or her
total compensation through incentive based compensation (e.g., bonuses and commissions).



     2.3 Committee means the individuals described in Article VIII of this Plan.



     2.4 Company Loan means a loan by the Issuer to a participant (as such term is defined in Section 3.3 below) in
the Plan in a principal amount determined by the participant not to exceed the Maximum Loan Amount,
which Company Loan shall be repaid by means of payroll deduction in accordance with the Repayment
Schedule (as such term is defined below).



     2.5 Employee
means any person who is customarily employed on the U.S. payroll on a full-time or part-time
basis by the Company and is regularly scheduled to work 20 hours or more per week and are selected
for participation by the Company.



     2.6 Employee Stock Purchase Agreement
means a stock purchase agreement, substantially in the form of Exhibit A hereto.



 









 





     2.7 IPO
means the first time a registration statement filed under the Securities Act of 1933, as
amended (the “1933 Act”), and respecting an underwritten primary offering by the Issuer of
Common Shares, is declared effective under the 1933 Act and the Common Shares registered by that
registration statement are issued and sold by the Issuer (otherwise than pursuant to the exercise
of any overallotment option). For the avoidance of doubt, the term IPO does not include the filing
of a registration statement on Form S-8.



     2.8 Loan Documents means (i) a promissory note substantially in the form of Exhibit B annexed hereto (the “Note”)
and (ii) a pledge agreement substantially in the form of Exhibit C hereto (the “Pledge Agreement”).



     2.9 Maximum Loan Amount 
means, as to each participant, the lesser of (i) Twenty Thousand (U.S.$20,000) U.S. Dollars and
(ii) the maximum principal amount that can be repaid in accordance with the Repayment Schedule such
that the aggregate payroll deductions for such participant during the one-year period following
commencement of repayment of the Company Loan or, if applicable, the two-year period following
commencement of repayment of the Company Loan shall not exceed 25% of such participant’s Base
Compensation during the 12 months immediately preceding the Offering Commencement Date (as such
term is defined below).



     2.10 Minimum Purchase Amount  means U.S.$500.00.



     2.11 Offering has the meaning set forth in Section 4.1.



     2.12 Offering Commencement Date means November 26, 2007.



     2.13 Purchase Closing Date means December 14, 2007 or such later date not later than January 31, 2008 as is designated by the
Committee as the Purchase Closing Date.



     2.14 Repayment Schedule
means (i) if the principal amount of a Company Loan is the U.S.$10,000 or less, 26 equal
bi-weekly installments commencing on the second payroll date in January 2008 (or if the Purchase
Closing Date is later than the second payroll date in January 2008, the first payroll date
following the funding of the Company Loan on or about the Purchase Closing Date) and continuing for
an additional 25 consecutive pay periods thereafter and (ii) if the principal amount of a Company
Loan is more than U.S.$10,000, 26 equal bi-weekly installments U.S.$10,000 divided by 26,
commencing on the second payroll date in January 2008 (or if the Purchase Closing Date is later
than the second payroll date in January 2008, the first payroll date following the funding of the
Company Loan on or about the Purchase Closing Date) and continuing for an additional 25 consecutive
pay periods thereafter, and the remaining principal balance in 26 equal bi-weekly installments
commencing on the second payroll date in January 2009 (or if the Purchase Closing Date is later
than December 14, 2007, the 27th payroll date following the commencement of repayment of
the Company Loan) and continuing for an additional 25 consecutive pay periods thereafter.



     2.15 Straight-Time Earnings
means, for the applicable period, straight-time earnings, excluding overtime, shift premium,
bonuses, special payments, commissions and marketing incentives; provided, however, that for
represented employees, Straight-Time Earnings includes the Geographic and Microsoft Certified
Service Engineer (MCSE) differentials.



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     2.16 Subsidiary Corporation
means any present or future corporation which (i) is a subsidiary corporation of the Issuer as
that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and (ii)
is designated a participating employer in the Plan by the Committee.


Article III.

ELIGIBILITY AND PARTICIPATION



     3.1 Initial Eligibility.



          Any employee who is an Employee of the Company on the Offering Commencement Date shall be
eligible to participate in the Offering.




     3.2 Leave of Absence.



          For purposes of participation in the Plan, a person on leave of absence who shall otherwise
qualify as an Employee shall be deemed to be an Employee for the first 90 days of such leave of
absence and shall cease to be considered an Employee after such 90th day unless such
Employee shall have returned to regular full-time or part-time employment prior to
the close of business on such 90th day. Termination by the Company of any Employee’s leave of
absence prior to the Purchase Closing Date, other than termination of such leave of absence on a
return to full-time or part-time employment, shall terminate an Employee’s status as an Employee
for all purposes of the Plan and shall therefore terminate such Employee’s participation in the
Plan.




     3.3 Enrollment in the Plan.



     An eligible Employee may become a participant in the Plan (a “participant”) by
submitting an application for participation, on a form provided by the Company, to the Corporate
Secretary of Mitel Networks Corporation (the “Corporate Secretary”). Such form (the
“Plan Enrollment Form”) must specify whether the participant will be paying for his or her
shares by means of (i) proceeds of a Company Loan, (ii) a single lump sum cash payment as provided
in Section 5.2(b) or (iii) a combination of Company Loan proceeds and a single lump sum cash
payment. Each participant in the Plan must execute and deliver to the Corporate Secretary
(together with the Plan Enrollment Form) an Employee Stock Purchase Agreement. A participant who
wishes to pay for his or her shares in whole or in part by means of a Company Loan must also
complete and sign the Loan Documents and the portion of the Plan Enrollment Form authorizing
repayment of the Company Loan through payroll deduction. The Plan Enrollment Form, Employee Stock
Purchase Agreement and Loan Documents must be received by the Company on or before December 6, 2007
in order for a participant to purchase Common Shares in the Offering. Payroll deductions for a
participant shall commence on the second payroll date in January 2008 (or if the Purchase Closing
Date is later than the second payroll date in January 2008, the first payroll date following the
funding of the Company Loan on or about the Purchase Closing Date), and shall end on the date that
the principal amount and all accrued and unpaid interest, if any, under such participant’s Note
shall be paid in full.



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Article IV.

OFFERING



     4.1 Offering.



          The Plan will be implemented by one offering (the “Offering”) of Common Shares, such
Common Shares to be issued and sold on the Purchase Closing Date.




          Each participant in the Plan must invest at least the Minimum Purchase Amount. If a
participant will use the proceeds of a Company Loan to pay all or part of the purchase price for
the Common Shares to be purchased by such participant on the Purchase Closing Date, then the
maximum number of Common Shares that may be purchased by such participant shall be such that the
required installment payments during the 12 month period following the Purchase Closing Date (and,
if applicable, the succeeding 12 month period) on the Company Loan made to such participant shall
not exceed 25% of such participant’s Base Pay in the 12 months immediately preceding the Offering
Commencement Date.



Article V.

CLOSING OF SALE OF SHARES; REPAYMENT OF LOANS



     5.1 Amount of Payroll Deduction for Repayment of Company Loans.



          If a participant elects to purchase all or part of the Common Shares to be purchased by him or
her using the proceeds of a Company Loan, such Company Loan shall be repaid in accordance with the
Repayment Schedule set forth in the Note executed and delivered by such participant. Each Note
shall include an authorization by the applicable participant to make such installment payments via
payroll deduction. Such payroll deductions shall be made in each payroll period commencing on the
second payroll date in January 2008 and continuing in accordance with the Repayment Schedule and
shall be in the amount set forth in the Note (such amount, the “Deduction Amount”). Each
Note may be prepaid in whole but not in part at any time without penalty provided the maker is not
then in default of its obligations under the Note or other Loan Documents. Interest will not be
charged on the principal amount of a Company Loan provided the participant is not in default under
any of its obligations under the Note or other Loan Document. Simple interest will be charged on
any overdue amounts, at the rate of 10% per annum, and such interest will be payable on demand.
Under the terms of the Pledge Agreement, the Issuer has a security interest in all of the Common
Shares purchased by a participant who has paid for his or her Common Shares in whole or in part
with the proceeds of a Company Loan until the principal amount and all accrued and unpaid interest,
if any, is paid in full.




     5.2 Participant’s Account.



          (a) All payroll deductions made for a participant shall be credited to his or her outstanding
loan balance under the Note, first in satisfaction of any accrued and unpaid interest and
thereafter to the principal amount outstanding.




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          (b) In lieu of (or in addition to) taking a Company Loan, a participant in the Offering may
make a single lump sum payment that, when added to the principal amount of the Company Loan, if
any, equals the aggregate purchase price for the Common Shares to be purchased by such participant.
Any such lump sum payment by the participant must be received by the Corporate Secretary no later
than December 6, 2007 (or such later date not later than December 31, 2007 as may be designated by
the Committee). Checks shall be made payable to Mitel Networks Corporation.




     5.3 Purchase Price.



          The purchase price for each Common Share to be purchased pursuant to the Offering shall be
U.S. $1.32 (based on the foreign exchange rate as of noon on the third business day preceding the
Purchase Closing Date).




     5.4 Delivery of Shares.



          Share certificates evidencing ownership of Common Shares purchased by a participant under the
Plan (other than Common Shares pledged to secure repayment of a
Company Loan pursuant to a Pledge Agreement as hereinafter described) shall be delivered as
promptly as practicable following the Purchase Closing Date to such participant. Share certificates
evidencing ownership of Common Shares purchased by a participant under the Plan either in whole or
in part using the proceeds of a Company Loan shall be pledged by the participant to the Issuer
pursuant to the terms of the Pledge Agreement as security for the repayment of such Company Loan.
Subject to the terms of the applicable Loan Documents, share certificates representing Common
Shares purchased pursuant to the Plan in whole or in part using the proceeds of a Company Loan will
be delivered to each such participant as promptly as practicable after repayment in full of the
principal of and all accrued and unpaid interest, if any, on the Company Loan.



Article VI.

TERMINATION OF EMPLOYMENT



     6.1 Termination of Employment.



          Upon termination of an Employee’s employment with the Company for any reason whatsoever,
including but not limited to retirement, death, voluntary resignation or termination by the Company
with or without cause, prior to the Purchase Closing Date, the former Employee shall cease to
eligible to be a participant in the Plan, and the Employee Stock Purchase Agreement executed and
delivered by such former Employee shall terminate and all amounts paid by such former Employee on
account of the purchase of Common Shares pursuant to the Plan will be returned to him or her. Upon
termination of an Employee’s employment for any reason whatsoever, including but not limited to
retirement, death, voluntary resignation or termination by the Company with or without cause, on or
after the Purchase Closing Date and while a Company Loan to such former employee remains
outstanding, then the entire outstanding loan balance, inclusive of principal and accrued interest,
if any, will become immediately due and payable by the participant to the Issuer on the date which
has been designated by the Company as the last day of the participant’s employment (notwithstanding
any period of statutory, contractual or reasonable notice that the Company may be required at law
to provide to the participant).




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     6.2 Leave of Absence.



          A participant on leave of absence, subject to and as provided in Section 3.2, shall continue
to be a participant in the Plan so long as such participant is on continuous leave of absence. A
participant with a Company Loan who is not receiving his or her regular compensation during a leave
of absence shall be required to make regular installment payments on his or her Note in an amount
equal to the applicable Deduction Amount by delivering to the Corporate Secretary a check payable
to Mitel Networks Corporation on or before the applicable payroll date.



Article VII.

STOCK



     7.1 Maximum Shares.



          The maximum number of Common Shares which shall be issued under the Plan shall be 15,000,000
shares in the Offering. If the total number of shares for which subscriptions are received on the
Purchase Closing Date exceeds the maximum number of shares for the Offering, the Company shall make
a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform
manner as shall be practicable and as it shall determine to be equitable, and the balance of the
accounts of participants under the Plan shall be returned to participants as soon as practicable
thereafter.




     7.2   Registration of Shares.



          Participants shall be treated as the record owners of the shares purchased on the Purchase
Closing Date effective as of such date. Shares purchased by a participant under the Plan will be
registered in the name of the participant.



Article VIII.

ADMINISTRATION



     8.1 Appointment of Committee.



          The Issuer’s Board of Directors shall appoint a committee (the “Committee”) to
administer the Plan, which shall consist of no fewer than three (3) members. Initially, the
Committee shall consist of the following individuals:




          Gregory Hiscock




          Douglas McCarthy




          John Gardner




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     8.2 Authority of Committee.




          Subject to the express provisions of the Plan, the Committee shall have plenary authority in
its discretion to interpret and construe any and all provisions of the Plan, to adopt rules and
regulations for administering the Plan, and to make all other determinations deemed necessary or
advisable for administering the Plan. The Committee’s determination on the foregoing matters shall
be conclusive.




     8.3 Rules Governing the Administration of the Committee.



          The Board may from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused, in the Committee.
The Committee may select one of its members as its Chairman and shall hold its meetings at such
times and places as it shall deem advisable and may hold telephonic meetings. A majority of its
members shall constitute a quorum. All determinations of the Committee shall be made by a majority
of its members. The Committee may correct any defect or omission or reconcile any inconsistency in
the Plan, in the manner and to the extent it shall deem desirable. Any decision or determination
reduced to writing and signed by a majority of the members of the Committee shall be as fully
effective as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for the conduct of its
business as it shall deem advisable.



Article IX.

MISCELLANEOUS



     9.1 Designation of Beneficiary.



          (a) In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver shares (or cash, as the case may be) subject to and in accordance with Section 5.4 to the
executor or administrator of the estate of the participant, or if no such executor or administrator
has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents of the participant as the
Company may designate, subject to the terms of the Loan Documents executed by such participant.
Such delivery will be in full satisfaction of the Company’s obligation to the participant and the
Company shall have no further liability with respect to the participant’s account under the Plan.




          (b) No beneficiary shall, prior to the death of the participant by whom such beneficiary has
been designated, acquire any interest in the shares or cash credited to the participant under the
Plan.




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     9.2 Transferability.



          No rights with regard to the receipt of shares under the Plan may be assigned, transferred,
pledged, or otherwise disposed of in any way by the participant prior to the Purchase Closing Date.
Any such attempted assignment, transfer, pledge or other disposition shall be without effect. From
and after the Purchase Closing Date, the Common Shares purchased by a participant may be sold,
transferred or otherwise disposed of only in accordance with all applicable federal and state
securities laws and, in any event, subject to the provisions of the Pledge Agreement, if any,
applicable to such Common Shares and the restriction on transfer found in the Company’s articles of
incorporation. Notwithstanding the foregoing, pursuant to the Employee Stock Purchase Agreement,
each participant agrees not to sell any Common Shares held by such participant for a period not to
exceed 180 days following consummation of an IPO by the Issuer.




     9.3 Use of Funds.



          All funds received or held by the Company under this Plan may be used by the Company for any
corporate purpose and the Company shall not be obligated to segregate such funds.




     9.4 Amendment and Termination.



          The Board may amend, suspend or terminate the Plan at any time. In the event the Plan is
terminated, the Committee may elect to terminate all outstanding rights to purchase shares under
the Plan either immediately or on a designated date occurring prior to the Purchase Closing Date.
If the rights to purchase shares under the Plan are terminated prior to the Purchase Closing Date,
all funds contributed to the Plan that have not been used to purchase shares shall be returned to
the participants as soon as practicable.




     9.5 Effective Date.



          The Plan shall become effective as of November 26, 2007.




     9.6 No Employment Rights.



          The Plan does not, directly or indirectly, create in any Employee or class of Employees any
right with respect to continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company’s right to terminate, or otherwise modify, an Employee’s
employment at any time.




     9.7 Effect of the Plan.



          The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to
the benefit of, all successors of each participant of the Plan, including, without limitation, such
participant’s estate and the executors, administrators or trustees thereof, heirs and legatees, and
any receiver, trustee in bankruptcy or representative of creditors of such participant.




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     9.8 Governing Law.



          The laws of the State of Delaware will govern all matters relating to this Plan except to the
extent superseded by the laws of the United States.





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Exhibit A




STOCK PURCHASE AGREEMENT



This Agreement is made as of the date set forth on the signature page hereof (the “Effective
Date”), between Mitel Networks Corporation, a Canadian corporation (the “Issuer”), and
the employees of Mitel Networks, Inc. or Inter-Tel (Delaware), Incorporated (each of which is a
Delaware corporation and subsidiary of the Issuer) whose name appears on the signature page hereof
(the “Purchaser”). In consideration of the agreements set forth below, the Issuer and the
Purchaser agree as follows:




     1. Purchase Pursuant to Plan. The purchase (the “Purchase”) of the Issuer’s
common shares, without par value (“Common Shares”), by the Purchaser pursuant to the Mitel Networks
Corporation 2007 U.S. Employee Stock Purchase Plan (the “Plan”) is subject to the following
terms and conditions and to the provisions of the Plan, the terms of which are incorporated by
reference herein. Common Shares purchased pursuant to the Plan are referred to herein as the
(“Purchased Shares”).



     2. Payment for Common Shares. The Purchaser hereby agrees to purchase the number of
Common Shares set forth on the signature page hereof at a purchase price of U.S. $1.32 per share.
The purchase price for the Purchased Shares shall be paid on the Purchase Closing Date (as defined
in the Plan) by (i) delivery of cash or check payable to the order of the Issuer in the full amount
of the purchase price, (ii) subject to the provisions of the Plan relating to Company Loans,
execution and delivery of a Note (as defined in the Plan) in favor of the Issuer for the full
amount of the purchase price or (iii) execution and delivery of a Note in favor of the Issuer in
partial payment of the purchase price for the Purchased Shares and the balance of such purchase
price in cash or by check to the order of the Issuer. The Note shall be payable by means of payroll
deductions in accordance with the Repayment Schedule specified therein and shall be secured by a
pledge of the Purchased Shares in accordance with the Pledge Agreement (as defined in the Plan).



     3. Rights as Stockholder. Upon payment of the purchase price for the Purchased Shares
as provided in Section 2 hereof on the Purchase Closing Date, the Purchaser shall be entitled to
all of the rights of a shareholder with respect to the Purchased Shares, including the right to
vote such shares and to receive dividends and other distributions payable with respect to such
shares. In the event of any change in the outstanding Common Shares resulting from a subdivision
or consolidation of shares, whether through reorganization, recapitalization, share split, reverse
share split, share distribution or combination of shares or the payment of a share dividend, the
Purchased Shares shall be treated in the same manner in any such transaction as other Common
Shares.



     4. Registration of Share Certificates. Certificates for the Purchased Shares shall be
issued in the Purchaser’s name and held by the Issuer and delivered to the Purchaser subject to and
in accordance with Section 5.4 of the Plan.



     5. Representation Letter, Investment Legend and Lock-up Agreement.



     (a) Until such time, if any, as the Common Shares issued pursuant to the Plan shall have been
effectively registered under the Securities Act of 1933, as amended (the “1933 Act”),



 









 





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the Purchaser shall give a written representation to the Issuer in substantially the form of
Exhibit A attached hereto and the Issuer shall place an “investment legend,” so-called, as
described in Exhibit A, upon any certificate for such Common Shares issued.




     (b) The Issuer shall be under no obligation to register or qualify Common Shares issued
pursuant to the Plan or to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of registering such shares under the 1933
Act or any applicable state securities law.



     (c) In the event the Issuer proposes to consummate an IPO (as defined in the Plan), the
Purchaser will execute and deliver a “lock-up” or similar agreement pursuant to which the Purchaser
agrees not to sell or transfer any Common Shares held by the Purchaser for a period not to exceed
180 days and containing such other customary terms and conditions as may be requested by the
underwriter in connection with the IPO.



     6. Government Regulations. Notwithstanding anything contained herein to the contrary,
the obligation of the Issuer to issue or deliver certificates evidencing the Purchased Shares shall
be subject to all applicable laws, rules and regulations and to such approvals by any governmental
agencies or national securities exchanges as may be required.



     7. Governing Law. This Agreement shall be construed under the laws of the State of
Delaware.



     IN WITNESS WHEREOF, the Issuer, each Subsidiary and the Purchaser have caused this Purchase
Agreement to be entered into on the date first above written.



	 	 	 	 	 
	 	 	Purchaser:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Signature of Purchaser
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Name of Purchaser (please print clearly)
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Date of Execution by Purchaser (please insert date)
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Number of Purchased Shares (please insert number)
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Mitel Networks Corporation
	 
	 	 	 	 
	 	 	By:  
	 	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:







 












 





EXHIBIT A




INVESTOR REPRESENTATION LETTER



Gentlemen:




     In connection with the purchase by me of common shares, no par value, of Mitel Networks
Corporation (the “Issuer”) under the Stock Purchase Agreement dated the Effective Date
specified therein, I hereby acknowledge that I have been informed as follows:



     (a) The common shares of the Issuer to be issued to me have not been registered under the
Securities Act of 1933, as amended (the “1933 Act”), and, accordingly, must be held
indefinitely unless such shares are subsequently registered under the 1933 Act or an exemption from
such registration is available.



     (b) In general, routine sales of securities by non-affiliates of the Issuer made in reliance
upon Rule 144 under the 1933 Act can be made only after the expiration of a two-year holding period
beginning from the date of issuance of such securities to the holder and otherwise subject to the
terms and conditions set forth in that Rule, and in any sale to which that Rule is not applicable,
registration or compliance with some other exemption under the 1933 Act will be required.



     (c) The Issuer is under no obligation to me to register the shares or to comply with any such
exemptions under the 1933 Act.



     (d) The availability of Rule 144 is dependent upon adequate current public information with
respect to the Issuer being available and, at the time that I may desire to make a sale pursuant to
the Rule, the Issuer may neither wish nor be able to comply with such requirement.



     In consideration of the issuance of certificates for the shares to me, I hereby represent and
warrant that I am acquiring such shares for my own account for investment, and that I will not
sell, pledge or transfer such shares in the absence of an effective registration statement covering
the same, except as permitted by the provisions of Rule 144, if applicable, or some other
applicable exemption under the 1933 Act. In view of this representation and warranty, I agree that
there may be affixed to the certificates for the shares to be issued to me, and to all certificates
issued hereafter representing such shares (until in the opinion of counsel to the Issuer, it is no
longer necessary or required) a legend as follows:



     “The securities represented by this certificate have not been registered under the Securities
Act of 1933, as amended (the “Act”), or under any state securities laws, and may not be offered or
sold except pursuant to (i) an effective registration statement under the Act and such state
securities laws, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under
the Act relating to the disposition of securities) or (iii) an opinion of counsel, if such opinion
shall be reasonably satisfactory to counsel to Mitel Networks Corporation, that an exemption from
registration under the Act or such state securities laws is available.”



 









 





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     I further agree that the Issuer may place a stop order with its Transfer Agent, prohibiting
the transfer of such shares, so long as the legend remains on the certificates representing the
shares.



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	Signature of Purchaser	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name of Purchaser (please print)	 	 







 












 





Exhibit B




PROMISSORY NOTE




			
	 	 	 
	NOT TO EXCEED $20,000
	 	___, 2007
	 
	 	Tempe, Arizona






     FOR VALUE RECEIVED, the undersigned employee of Mitel Networks Corporation, Mitel Networks,
Inc. Inter-Tel (Delaware), Incorporated or any U.S. employees of their subsidiaries (the “Payor”),
with an address set forth on the signature page hereto, promises to pay to the order of Mitel
Networks Corporation, a corporation organized under the laws of Canada (“Payee”) with offices at
350 Legget Drive, Ottawa, Ontario, Canada, the principal amount of                     
($     ) Dollars (the “Principal Amount”), in lawful currency of the United States of America, as
follows:



     (i) The first US$10,000 of the Principal Amount shall be due and payable in 26 equal bi-weekly
installments of $384.62, the first such installment being due on the first payroll date in January
2008; such installments shall be paid by means of payroll deduction commencing on the first payroll
date in January 2008 and continuing for an additional 25 consecutive pay periods thereafter;



     (ii) The remaining balance of the Principal Amount, being US$      shall be due and payable
in 26 equal bi-weekly installments of $      commencing on the first payroll date in January,
2009; such installments shall be paid by means of payroll deduction commencing on the first
payroll date in January, 2009 and continuing for an additional 25 consecutive pay periods
thereafter.



     If at any time prior to payment in full of the Principal Amount, the Payor’s employment with
Mitel Networks, Inc., Inter-Tel (Delaware), Incorporated or any parent, subsidiary or affiliated
corporation of either of them (such entity, as the case may be, the “Employer”) ends for any reason
whatsoever (irrespective of the time, manner or cause of such cessation), then the entire
outstanding loan balance, including principal and accrued interest, if any, will become immediately
due and payable by the Payor to the Payee on the date that has been designated by the Employer as
the last day of the Payor’s employment (notwithstanding any period of statutory, contractual or
reasonable notice that may be required at law to be provided by the Employer to the Payor). If at
any time prior to payment in full of the Principal Amount, the Payor is on long-term disability or
other unpaid leave, such that the Payor will not be able to continue repaying the Principal Amount
through payroll deductions, the Payor will deliver to the Payee monthly checks in the same amount
as the installments which the Payor was paying through payroll deductions prior to such leave.



     The Principal Amount shall not bear interest provided an Event of Default (as hereinafter
defined) shall not have occurred and be continuing. During the continuance of
an Event of Default, simple interest on the unpaid Principal Amount shall accrue at the rate
of 10% per annum and be payable on demand.



     This Note is issued by the Payor in accordance with the terms of the Mitel Networks
Corporation 2007 U.S. Employee Stock Purchase Plan (the “Plan”) as full or partial payment in









 



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connection with the purchase by the Payor of common shares without par value (“Common Shares”) of
the Payee pursuant to a Stock Purchase Agreement, dated the date hereof, and is entitled to the
benefits thereof. In the event of any conflict between the provisions of this Note and the
provisions of the Plan, the provisions of the Plan shall prevail.



     8. Events of Default.



     a. Upon the occurrence of any of the following events (hereinafter called “Events of Default”)
which shall have occurred and be continuing:



     (i) The Payor shall fail to make any payment of principal or interest when due under this Note
(including, but not limited to, any payment required to be made by payroll deduction and any
payment due as a result of termination of employment or temporary leave of absence as provided
above) and shall fail to cure such default within five days after notice thereof; or



     (ii) (1) The Payor shall commence any proceeding or other action relating to him in bankruptcy
or seek readjustment of his debts, receivership, composition or any other relief under the
Bankruptcy Act, as amended, or under any other insolvency, readjustment of debt or any other
similar act or law, of any jurisdiction, domestic or foreign, now or hereafter existing; or (2) the
Payor shall admit the material allegations of any petition or pleading in connection with any such
proceeding; or (3) the Payor makes a general assignment for the benefit of his creditors; or



     (iii) (1) The commencement of any proceedings or the taking of any other action against the
Payor in bankruptcy or seeking the reorganization, arrangement or readjustment of his debts, or any
other relief under the Bankruptcy Act, as amended, or under any other insolvency, readjustment of
debt or any other similar act or law of any jurisdiction, domestic or foreign, now or hereafter
existing and the continuance of any of such events for sixty (60) days undismissed, unbonded or
undischarged; or (2) the issuance of a warrant of attachment, execution or similar process against
substantially all of the property of the Payor and the continuance of such event for thirty (30)
days undismissed, unbonded and undischarged;


then, and in any such event, the Payee may, by written notice to the Payor, declare the entire
unpaid principal amount of this Note, together with all accrued but unpaid interest thereon, due
and payable, and the same shall forthwith become due and payable upon without presentment, demand,
protest, or other notice of any kind, all of which are expressly waived.




     b. Non-Waiver and Other Remedies. No course of dealing or delay on the part of the
holder of this Note in exercising any right hereunder shall operate as a waiver
thereof or otherwise prejudice the rights of the holder of this Note. No remedy conferred
hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at
law, in equity, by statute or otherwise.



     9. Security.



     a. Pledge Agreement. This Note is secured by a Pledge Agreement between the Payor and
the Payee, dated the date hereof (the “Pledge Agreement”), pursuant to which the Payor has pledged
the Common Shares as collateral for payment hereunder.




 












 





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     b. Recourse. In the event the amount actually applied to the payment of
principal of this Note after payment of costs and expenses and accrued but unpaid interest hereon
upon any sale or foreclosure by the Payee of on in respect of the Common Shares (or any other
collateral held as security for this Note) pursuant to the Pledge Agreement (the “Net Proceeds”),
or otherwise, is less than the original Principal Amount hereof reduced by any payments of
principal theretofore made by the Payor, then the Payor shall be liable to the Payee for the full
amount of such deficiency.



     1. Prepayment. The indebtedness evidenced by this Note may be prepaid by the Payor at
any time in whole or in part from time to time, without premium or penalty, provided that any
prepayment of any portion of the outstanding principal amount hereof shall be accompanied by all
accrued but unpaid interest thereon.



     2. Lost Documents. Upon receipt by the Payor of evidence reasonably satisfactory to
him of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and
(in the case of loss, theft or destruction) of indemnity reasonably satisfactory to him, and upon
reimbursement to the Payor of all reasonable expenses incidental thereto, and upon surrender and
cancellation of such Note, if mutilated, the Payor will make and deliver to the Payee in lieu of
such Note a new Note of like tenor and unpaid principal amount and dated as of the original date of
this Note.



3. No Presentment, etc.




     The Payor and any endorsers, sureties and guarantors of this Note waive presentment for payment,
demand, protest, notice of protest and notice of dishonor hereof, and all other notices to which
they may be entitled.



4. Miscellaneous.




     a. Parties in Interest. All covenants, agreements and undertakings in this Note by
and on behalf of any of the parties hereto shall bind and inure to the benefit of the respective
permitted successors and assigns of the parties hereto whether so expressed or not.



     b. Notices. All notices, requests, consents and demands shall be made in writing and
shall be mailed, by registered or certified mail, return receipt requested, or delivered by
overnight courier or by hand, to the intended recipient at the “Address for Notices” specified
below Payor’s name on the signature page hereof; or, as to either party, at such other address as
shall hereafter be designated by such party in a notice to the other party. Except as otherwise
provided in the Agreement, all notices and other communications hereunder shall be deemed to have
been duly given when received by the intended recipient.



     c. Waiver. The failure of the Payee to exercise any right or remedy granted to him
hereunder on any one or more instances, shall not constitute a waiver of any default by the Payee,
and all such rights and remedies shall remain continuously in force. No delay or omission in the
exercise or enforcement by the Payee of any rights or remedies shall be construed as a waiver of
any right or remedy of the Payee; and no exercise or enforcement of any such right or remedy shall
be held to exhaust any other right or remedy of the Payee.



 









 





-4-




     d. Illegality. If any one or more of the provisions contained in this Note shall for
any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Note and this Note shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.



     e. Amendment. This Note may not be changed orally, but only by an instrument in
writing duly executed by the party against which enforcement of any waiver, change, modification or
discharge is sought.



     f. Construction. This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State of Delaware.



     IN WITNESS WHEREOF, this Note has been executed and delivered by the Payor on the date
specified above.



	 	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
Signature of Employee
	 
	 	 	 	 
	 

	 	 	 	 
Name of Employee (please print)






	 	 	 
	ACCEPTED:

	 	 
	 
	 	 
	Mitel Networks Corporation
	 	 
	 
	 	 
	 
By:
	 	 
	Title:
	 	 







 












 





Exhibit C




PLEDGE AGREEMENT




     PLEDGE AGREEMENT (this “Agreement”), entered into as of the ___day of      , 2007 by
and between Mitel Networks Corporation (“Secured Party”) and the individual whose name appears on
the signature page hereto (the “Pledgor”).



W I T N E S S E T H:




     WHEREAS, Pledgor has purchased from the Secured Party common shares in the number specified on
the signature page hereto (“Common Shares”) of Mitel Networks Corporation, a corporation organized
under laws of Canada (the “Corporation”), in accordance with the Mitel Networks Corporation 2007
U.S. Employee Stock Purchase Plan (the “Plan”) and pursuant to the Stock Purchase Agreement, dated
the date hereof, between Pledgor and the Secured Party (collectively the “Stock Purchase
Agreement”); and



     WHEREAS, Pledgor has agreed to pledge the Common Shares as security for the Promissory Note,
dated the date hereof, made by Pledgor to the order of the Secured Party pursuant to the Stock
Purchase Agreement (the “Note”).



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



     1. Warranty and Covenant. Pledgor represents and warrants to the Secured Party that
except for the security interest created hereby, and except for restrictions imposed by the Plan,
the Stock Purchase Agreement or applicable law, he or she owns the Common Shares free and clear of
all liens, charges and encumbrances and that he or she has the unencumbered right to pledge such
Common Shares pursuant to the terms hereof.



     2. Pledge. As security for the prompt payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of all indebtedness and all other liabilities and
obligations, whether now existing or hereafter arising, of Pledgor to the Secured Party under or
arising out of the Note (collectively, the “Obligations”), Pledgor hereby delivers, pledges and
assigns to Secured Party and creates in Secured Party a perfected first security interest in all of
Pledgor’s right, title and interest in, to and under all of the Common Shares, together with
(subject to the terms of Section 3 hereof) all rights and privileges of Pledgor with respect
thereto, all proceeds, income and profits thereof and all property received in addition thereto, in
exchange thereof or in substitution therefor and in any other property or assets of equal value as
may from time to time be substituted by mutual agreement of the parties hereto as collateral
security hereunder (all such property of Pledgor being hereinafter referred to collectively as the
“Collateral”).



     3. Rights of Pledgor. So long as no Default has occurred and is continuing (as used,
herein, the term “Default” shall mean and include (i) the failure of Pledgor to perform any of his
Obligations when due, (ii) any material misrepresentation by Pledgor in or with respect to any
provision of this Agreement or the Note, or (iii) any attachment of the Collateral at any time
pursuant to any court order or other legal process), (a) Pledgor shall be entitled to vote or
consent









 



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with respect to the Collateral in any manner not inconsistent with this Agreement or the Note,
and (b) all cash distributions with respect to the Common Shares shall, anything in Section 2 or
elsewhere herein to the contrary notwithstanding, be the sole and exclusive property of Pledgor.



     4. Event of Default. In the event of the occurrence of an Event of Default, as such
term is defined in the Note, and the continuation of such Event of Default uncured beyond any
applicable notice or other grace period, Secured Party may sell or otherwise dispose of the
Collateral at a public or private sale or make other commercially reasonable disposition of the
Collateral or any portion thereof after twenty-one (21) calendar days’ notice to the Pledgor. Any
proceeds of the disposition of the Collateral in excess of the then outstanding Obligations shall
promptly be remitted to Pledgor by the Secured Party.



     If any consent, approval or authorization of any state, municipal or other governmental
department, agency or authority should be necessary to effectuate any sale or other disposition of
the Collateral, or any partial disposition of the Collateral, Pledgor agrees to execute all such
applications and other instruments as may be required in connection with securing any such consent,
approval or authorization, and will otherwise use his reasonable best efforts to secure the same.
Pledgor further agrees to use his reasonable best efforts (without incurring any additional cost or
expense) to secure such sale or other disposition of the Collateral as the Secured Party may deem
necessary pursuant to the terms of this Agreement.



     5. Additional Rights of the Secured Party. In addition to its rights and privileges
under this Agreement, the Secured Party shall have all the rights, powers and privileges of a
secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction.



     6. Binding Agreement. The Agreement shall be construed and interpreted in accordance
with the internal laws of the State of Delaware applicable to agreements made and to be performed
wholly within the State of Delaware. The Agreement, together with all documents referred to
herein, constitutes the entire agreement between the parties with respect to the matters addressed
herein and may not be modified except by a writing executed by Pledgor and the Secured Party.



     7. Termination. The Agreement shall continue in full force and effect until all the
Obligations shall have been fully and indefeasibly paid in full.



     8. Further Assurances. Pledgor shall at any time and from time to time upon the
written request of the Secured Party, execute and deliver such further documents and do such
further acts and things as the Secured Party may reasonably request in order to effect the purposes
of this Agreement.



     9. Severability. If any paragraph herein, or part thereof, shall for any reason be
held or adjudged to be invalid, illegal or unenforceable by any court of competent jurisdiction,
such paragraph or part thereof so adjudicated invalid, illegal or unenforceable shall be deemed
separate, distinct and independent, and the remainder of this Agreement shall remain in full force
and effect and shall not be affected by such holding or adjudication.



     10. Successors and Assigns. This Agreement, and the terms and conditions hereof,
shall be binding upon and shall inure to the benefit of the Pledgor and his successors and assigns,
and the Secured Party and its successors and assigns; provided that Pledgor may not assign or









 



- 3 -



delegate his obligations hereunder without the prior written consent of the Secured Party and
any purported assignment or delegation by Pledgor of his obligations hereunder in the absence of
such written consent shall be void.



     11. Notices. All notices and other communication provided for herein shall be in
writing and mailed, by registered or certified mail, return receipt requested, or delivered by
overnight courier or by hand, to the intended recipient at the “Address for Notices” specified
below the intended recipient’s name on the signature page hereof; or, as to either party, at such
other address as shall hereafter be designated by such party in a notice to the other party.
Except as otherwise provided in this Agreement, all notices and other communications hereunder
shall be deemed to have been duly given when received by the intended recipient.



     12. Counterparts. This Agreement may be executed in any number of counterpart copies,
each of which shall be deemed an original, but which together shall constitute a single instrument.



     13. Headings. Descriptive headings appearing herein are included solely for
convenience of reference and are not intended to affect the meaning or construction of any of the
provisions of this Agreement.



     IN WITNESS WHEREOF, the undersigned parties hereto have executed the Agreement, as of the day
and year first above written.



	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Signature of Pledgor
	 
	 	 	 	 
	 	 	 
	 	 	Name of Pledgor (please print)
	 
	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	MITEL NETWORKS CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 	 	Address for Notices:
	 	 	c/o John Gardner
	 	 	Inter-Tel (Delaware), Incorporated
	 	 	1615 South 52nd Street
	 	 	Tempe, Arizona 85281