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The table does not provide information with respect to equity compensation plans that have expired or are no longer in effect. The Company
and its subsidiaries maintain other equity compensation plans that permit awards to directors, officers and other employees to be paid in
common shares of the Company that are not issued from treasury but are purchased on the open market for immediate delivery to plan
participants. Such plans are not dilutive to shareholders and information with respect to such plans is not required to be included in the table.
ITEM 13. Certain Relationships and Related Transactions
The Company and its subsidiaries paid the law firm of Ogilvy Renault, of which Mr. Fortier is a senior partner and Co-Chairman, fees for
legal services with respect to several matters in 2003 and 2004 and are expected to continue to pay fees for legal services in 2005.
The Company and its subsidiaries paid the law firm of Piper Rudnick LLP, of which Mr. Blanchard is a partner, fees for legal services with
respect to several matters in 2003 and 2004 and are expected to continue to pay fees for legal services in 2005.
The Company and its subsidiaries paid the law firm of McCarthy Tétrault LLP fees for legal services in 2003 and 2004. In May 2004,
Mr. Manley became a senior counsel of the law firm of McCarthy Tétrault LLP, serving as an independent consultant but not a partner.
McCarthy Tétrault LLP represents a former executive of Nortel Networks in connection with matters related to his former association with
Nortel Networks, including certain civil proceedings commenced in 2001, the fees for which are being paid by the Company pursuant to
indemnification provisions of applicable law.
Indebtedness of management
The Company provides relocation assistance to employees who are requested to relocate that is designed to minimize the financial exposure
to employees as a result of the move. In the past, the assistance has included housing loans, advances on real estate equity, and payments on
behalf of employees of direct costs associated with the move. The assistance offered is specific to each employee and is structured to be
competitive in the area to which the employee is relocated, subject
165
• Nortel Networks Corporation 1986 Stock Option Plan as amended and restated (the “1986 Stock Option Plan” and, collectively
with the 2000 Stock Option Plan, the “Stock Option Plans”).
Plan category A B C
Number of common
shares to be issued
upon exercise of
outstanding options,
warrants and rights
Weighted average
exercise price of
outstanding
options, warrants
and rights
Number of common shares
remaining available for future
issuance under equity compensation
plans (excluding common shares
reflectedincolumnA)
Equity compensation plans approved by shareholders (1) 270,793,165 $11.52 87,996,421
Equity compensation plans not approved by shareholders (2) – – –
Total (3) 270,793,165 $11.52 87,996,421
(1)
Consists of the Stock Option Plans.
(2)
None. Except for the plans noted in footnote (3) below, all equity compensation plans involving the issuance of common shares from treasury have received
shareholder approval.
(3)
This table does not include information on any options, warrants or rights outstanding under plans that have been assumed by the Company and its subsidiaries in
connection with merger, consolidation or other acquisition transactions (the “Assumed Stock Option Plans”). As of December 31, 2003, 22,109,241 common shares of
the Company were issuable upon the exercise of outstanding options under the Assumed Stock Option Plans. The weighted average exercise price of such outstanding
options is $25.52 per common share. No additional options may be granted under the Assumed Stock Option Plans.