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leadership resources committee of the boards of directors of the Company and Nortel Networks Limited, and was not renewed subsequent to
March 2002. Under the terms of the agreement, Mr. DeRoma is also eligible for the Nortel Networks Limited Special Pension Credit Program
which covered new executive hires older than age 35. Mr. DeRoma will be credited, for pension purposes, with additional years and months
equal to one half of the years between the age of 35 and Mr. DeRoma’s age at the time of hire, if he retires after the age of 60, to a maximum of
8.125 years.
Other than Mr. Dunn, each of the named executive officers and certain other executive officers of the Company, including the current
President and Chief Executive Officer, currently participate in the Nortel Networks Corporation Executive Retention and Termination Plan (or
ERTP). The ERTP provides that if a participant’s employment is terminated without cause within a period commencing 30 days prior to the
date of a change in control of the Company and ending 24 months after the date of a change in control of the Company, or the participant
resigns for good reason (including, among other things, a reduction in overall compensation, geographic relocation or reduction in
responsibility, in each case without the consent of the participant) within 24 months following the date of a change in control of the Company,
the participant will be entitled to certain payments and benefits, including (i) the payment of an amount equal to three times (in the case of the
chief executive officer) and two times (in the case of the other named executive officers) of the participant’s annual base salary; (ii) the
payment of an amount equal to 300 percent (in the case of the chief executive officer) and 200 percent (in the case of the other named
executive officers) of the participant’s target annual incentive bonus; (iii) accelerated vesting of all or substantially all stock options; and
(iv) the “pay-out” at target of any restricted stock units under the Nortel Networks Limited Restricted Stock Unit Plan.
For purposes of the ERTP, a change in control is deemed to occur if:
Until June 30, 2003, each of the named executive officers (other than Mr. Dunn) and certain other executive officers of the Company were
eligible to participate in the Nortel Networks Corporation Special Retention Plan (or SRP). The SRP provided that if a participant’s
employment was terminated by the participant for good reason or by the Company without cause during the period from November 1, 2001 to
June 30, 2003, that participant would have been entitled to certain payments and benefits. Other than payments made in accordance with the
SRP in March 2003 in connection with a former executive officer’s previously announced termination of employment, no amounts were paid
or became payable in 2003 to any executive officer prior to June 30, 2003.
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(i) any party or group acquires beneficial ownership of securities of the Company representing more than 20 percent of the outstanding
securities entitled to vote in the election of directors of the Company;
(ii) the Company participates in a business combination, including, among other things, a merger, amalgamation, reorganization, sale
of all or substantially all of its assets, or plan of arrangement, unless the business combination only involves the Company and/or its
affiliates or, following the completion of the business combination, the Company’s common shareholders beneficially own, directly
or indirectly, more than 50 percent of the then-outstanding voting shares of the entity resulting from the business combination (or of
an entity which ultimately controls such entity) and a majority of the members of the board of directors of the entity resulting from
the business combination (or the entity ultimately controlling such entity) were members of the board of directors of the Company
when the business combination was approved or the initial agreement in connection with the business combination was executed;
(iii) the persons who were directors of the Company on the effective date of the ERTP cease (for reasons other than death or disability)
to constitute at least a majority of the Company’s board of directors; provided, that any person who was not a director on the
effective date of the ERTP shall be deemed to be an incumbent director if such person was elected or appointed to the Company’s
board of directors by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualify as
incumbent directors unless such election, appointment, recommendation or approval was the result of any actual or publicly
threatened proxy contest for the election of directors; or
(iv) any other event occurs which the Company’s board of directors determines in good faith could reasonably be expected to give rise
to a change in control.