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(3) Represents a tax reimbursement payment in connection with certain permanent transfer expenses.
(4) Certain payments paid in euros have been converted to United States dollars and included in this amount. Payments have been converted using the average of the exchange
rates in effect during each year equal to US$1.00 = .8027 euros for 2004, US$1.00 = .8830 euros for 2003 and US$1.00 = 1.0615 euros for 2002.
(5) Represents contributions under the Nortel Networks Long-Term Investment Plan or Nortel Networks (UK) Pension Plan, as applicable ($3,268 in 2004, $7,200 in 2003
and $8,467 in 2002), and expatriate, permanent transfer and other similar expenses related to Mr. Debon’s global responsibilities as President, Wireless Networks ($82,309
in 2004, $85,146 in 2003 and $117,408 in 2002).
(6) Represents a SUCCESS Plan annual incentive award. Nortel Networks has demanded that the individuals described in footnote (1) whose employment was terminated for
cause re
p
a
y
an
yp
a
y
ments made under bonus
p
lans in res
p
ect of 2003, includin
g
SUCCESS Plan annual incentive awards.
(7) Represents the number of restricted stock units issued and settled in respect of restricted stock units allocated under the 2001 program of the Nortel Networks Limited
Restricted Stock Unit Plan (or RSU Plan). Restricted stock units allocated in 2001 had a two year performance period that was divided into five shorter performance
segments. The performance criteria included resizing activity targets for the first segment, and corporate performance objectives under the incentive plan for the remaining
four segments. Although the joint leadership resources committee determined that certain of the distinct performance objectives were not achieved, it exercised its
discretion in May 2003 to authorize the issuance and settlement in the form of common shares of the Company (net of withholding taxes) of 90 percent of the restricted
stock units allocated under the 2001 program based on its consideration of the improved financial performance of the Company during the two-year performance period
and the Company’s overall performance over that period as compared to its key competitors. The total before tax value of the restricted stock units that were issued and
settled, using the purchase price of our common shares on the date of purchase, was: Cdn$945,293 ($672,902) for Mr. Dunn; $274,050 for Mr. Debon; Cdn$378,117
($269,161) for Mr. McFadden, and Cdn$567,176 ($403,741) for Mr. DeRoma. Amounts have been converted using the exchange rates listed in footnote (13) below.
(8) Represents a Return to Profitability program award under the SUCCESS Plan. Nortel Networks has demanded that the individuals described in footnote (1) whose
employment was terminated for cause repay any payments made under bonus plans in respect of 2003, including any Return to Profitability program awards. See footnotes
(1), (9) and (19).
(9) Mr. Debon, Mr. McFadden, Ms. Spradley and Mr. DeRoma have voluntarily undertaken to pay to the Company over a three year period an amount equal to their Return to
Profitability program bonus awarded in 2003 (net of any taxes deducted at the source). The following additional current members of senior management have similarly
voluntarily agreed to pay their respective Return to Profitability program bonus awards: Messrs. Bolouri, Collins, Donovan, Giamatteo, Joannou, Mao, Mumford and
Pusey. See “Voluntary undertaking: Return to Profitability bonus program and 2003 restricted stock unit program”.
(10) Represents the number of restricted stock units issued and settled in respect of restricted stock units allocated under the 2003 program of the RSU Plan. Each unit entitled
the holder to receive one common share of the Company or, subject to certain conditions, a cash payment equal to the common share value. In respect of payments made
under the 2003 program of the RSU Plan, each named executive officer, other than Mr. Dunn, received in July 2003 restricted stock units in connection with the
achievement of the first performance threshold as at the end of the secondfiscal quarter of 2003 (100% in the form of common shares) and in February 2004 restricted
stock units in connection with the achievement of the second performance threshold as at the end of the third fiscal quarter of 2003 (50% in the form of common shares
and 50% in the form of cash). These individuals continue to hold the common shares received as a result of the settlement of their restricted stock units. Mr. Dunn received
in July 2003 restricted stock units in connection with the achievement of the first performance threshold (100% in the form of common shares) but did not receive
restricted stock units in connection with the achievement of the second performance threshold. The before tax total value of restricted stock units issued and settled was:
Cdn$2,983,204 ($2,123,579) for Mr. Dunn; $3,783,743 for Mr. Debon; $2,920,339 for Ms Spradley; Cdn$5,085,873 ($3,620,354) for Mr. McFadden; and Cdn$3,652,271
($2,599,851) for Mr. DeRoma. Restricted stock units are valued using the purchase price of the common shares on the date of purchase (for share settlement) and on the
average price for the specified 20 day trading period for cash settlement (where applicable). Amounts have been converted using the exchange rates listed in footnote (13)
below. See “Long-term incentive plans — awards in last two fiscal years — 2003” for a description of the applicable performance criteria. See footnote (19) below.
(11) Certain payments paid in United Kingdom pounds have been converted to United States dollars and included in this amount. Payments have been converted using the
avera
g
e of the exchan
g
e rates in effect e
q
ual to US$1.00 = UK
£
0.6661 for 2002.