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Long-term incentive plans — awards in last two fiscal years
No long-term incentives were granted under any long-term incentive plan to any of the named executive officers for 2004 during the fiscal
year ended December 31, 2004.
The following table sets forth certain information concerning the allocation of restricted stock units to the named executive officers for 2003
under the Nortel Networks Limited Restricted Stock Unit Plan (or RSU Plan) during the fiscal year ended December 31, 2003.
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(5) As a result of the termination of Mr. Dunn’s employment for cause on April 27, 2004, all options held by Mr. Dunn terminated and expired automaticallyonApril27,
2004, including all performance accelerated stock options. Previously, in June 2003, Mr. Dunn voluntarily returned for immediate cancellation 934,668 previously granted
Canadian dollar stock options, comprised of 851,334 exercisable plus 83,334 unexercisable options as well as 120,000 exercisable replacement options referenced in
footnote (2) above. See also footnote (7) below.
(6) One third of the performance accelerated stock options previously granted to Messrs. Dunn, Debon, Bolouri and DeRoma in 2001 vested and became exercisable in
December 2003. Other than Mr. Dunn, who did not have any additional performance accelerated stock options accelerated, the remaining two thirds of the performance
accelerated stock options held by Messrs. Debon, Bolouri and DeRoma vested and became exercisable in January 2004.
(7) In June 2003, Mr. Dunn voluntarily turned in for immediate cancellation 200,000 unexercisable United States dollar stock options originally granted in July 1999.
(8) 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,
41,999 of the stock options granted to Ms. Spradley in 2002 were granted pursuant to the voluntary stock option exchange program. Of those options, 35,332 were
exercisable as of December 31, 2003.
PerformanceorOther
Period Until
Maturation or Payout
(2)
Estimated Future Payouts Under Non-Share
Price Based Plans
Number of Shares,
Units or Other Rights
(#)(1)(2)
Name Threshold(#) Target(#) Maximum(#)
(2)
F.A. Dunn 2,980,000(3) 2003 to 2005 0 0 2,980,000(3)
P. Debon 1,490,000 2003 to 2005 0 0 1,490,000
S.L. Spradley 1,150,000 2003 to 2005 0 0 1,150,000
C. Bolouri 1,070,000 2003 to 2005 0 0 1,070,000
N.J. DeRoma 1,070,000 2003 to 2005 0 0 1,070,000
(1) When issued and settled, a restricted stock unit entitles the holder to receive one common share of the Company or, in the discretion of the joint leadership resources
committee or at the election of the holder in certain circumstances, cash in lieu thereof.
(2) The 2003 program has a three-year performance period ending December 31, 2005. The three-year performance period includes four performance thresholds that may be
achieved at any time during the performance period. The performance criteria for each of the four thresholds are distinct “Return on Sales before Tax” (or ROSBT)
percentage targets, calculated on a rolling four-quarter basis. The joint leadership resources committee assesses the Company’s performance on a quarterly basis against
each of these thresholds and further considers the Company’s performance as compared to its competitors and certain business, financial, competitive, political and other
relevant criteria in determining, in the committee’s discretion, whether any or a portion of the allocated restricted stock units will be issued and settled to participants. In
respect of 2003, the committee exercised its discretion to authorize the issuance of restricted stock units to the named executive officers based, among other things, on the
achievement of two performance thresholds. On January 10, 2005, the joint leadership resources committee exercised the discretion reserved to it with respect to the 2003
program of the RSU Plan and determined, and the boards of directors of the Company and Nortel Networks Limited confirmed and approved, that no additional restricted
stock units will be issued with respect to the 2003 program (including in connection with the achievement of the third and fourth ROSBT performance targets or otherwise)
and that all unissued restricted stock units under the 2003 program are immediately terminated and cancelled in their entirety. Information regarding restricted stock units
issued and settled under the 2003 program of the RSU Plan is disclosed in the “Summary Compensation Table — 2003” above under “Long Term Compensation —
Payouts”. On April 27, 2004, the Company and Nortel Networks Limited terminated for cause the employment of each of their then chief financial officer and controller.