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* On April 27, 2004, Mr. Dunn’s employment as President and Chief Executive Officer of the Company and Nortel Networks Limited was terminated for cause.
(1) As adjusted to reflect the two-for-one stock split of Nortel Networks Limited’s common shares effective at the close of business on January 7, 1998, the stock dividend of
one common share on each issued and outstanding common share of Nortel Networks Limited effective at the close of business on August 17, 1999, and the two-for-one
stock split of the Company’s common shares effective at the close of business on May 5, 2000, where applicable.
(2) Includes the following number of “replacement options”: 160,000 for Mr. Debon; 80,000 for Mr. McFadden (which will expire in January 2009 and which are unavailable
for exercise pursuant to the terms of the replacement option program); and 160,000 for Mr. DeRoma. Mr. Dunn had also received 120,000 replacement options, which he
subsequently voluntarily returned for immediate cancellation in June 2003. See also footnote (6) below. Replacement options are granted pursuant to the key contributor
stock option program. Under that program, a participant is granted concurrently an equal number of initial options and replacement options. The initial options and the
replacement options expire ten years from the date of grant. The initial options have an exercise price equal to the market value of common shares on the date of grant and
the replacement options have an exercise price equal to the market value of common shares on the date all of the initial options are fully exercised, provided that in no
event will the exercise price be less than the exercise price of the initial options. Replacement options are generally exercisable commencing 36 months after the date all of
the initial options are fully exercised, provided that the participant beneficially owns a number of common shares at least equal to the number of common shares subject to
the initial o
p
tionslessan
y
common shares sold to
p
a
y
for o
p
tions costs, a
pp
licable taxes, and brokera
g
e costs associated with the exercise of the initial o
p
tions.
(3) As the Company grants both United States dollar and Canadian dollar stock options, the options are listed separately for each currency, where applicable. Unless otherwise
stated, all options are United States dollar options.
(4) As at December 31, 2004, none of the outstanding exercisable or unexercisable United States dollar or Canadian dollar stock options held by the named executive officers
had an exercise price that exceeded the closing price of the Company’s common shares on the last trading day of the year on, respectively, the New York Stock Exchange
for United States stock options and on the Toronto Stock Exchange for Canadian stock options. On December 31, 2004, the closing price of the Company’s common shares
on the New York Stock Exchange and the Toronto Stock Exchange was $3.47 and Cdn$4.16, respectively. The weighted average exercise price of the outstanding
exercisable and unexercisable United States dollar and Canadian dollar stock options as at December 31, 2004 was: $14.51 for options held by Mr. Debon; $6.30 for
options held by Ms. Spradley; Cdn$24.32 for options held by Mr. McFadden; and Cdn$25.18 for Mr. DeRoma’s Canadian dollar stock options and $11.29 for his United
States dollar stock options. Where applicable, weighted average price has been calculated assuming that replacement options that currently do not have set exercise prices
will have exercise
p
rices e
q
ual to the exercise
p
rices of the corres
p
ondin
g
initial o
p
tions. See footnote (2) above.
(5) The remaining two thirds of the performance accelerated stock options previously granted to Messrs. Debon, McFadden and DeRoma vested and became exercisable in
January 2004, the other one third having vested and became exercisable in December 2003.
(6) Prior to Ms. Spradley’s appointment as an officer of the Company, she was an employee eligible to participate in the voluntary stock option exchange program. As a result,