CONFIDENTIAL-SPECIAL HANDLING February 21, 2006 Mr. Pascal Debon 15190 Prestonwood Blvd. Dallas, Texas 75248 U.S.A. Dear Pascal:

 

Exhibit 10.75
(LOGO)
(NORTEL LOGO)
CONFIDENTIAL-SPECIAL HANDLING
February 21,2006

Mr. Pascal Debon
15190 Prestonwood Blvd.
Dallas, Texas 75248
U.S.A.




Dear Pascal:
This letter (“Agreement”) records the arrangements between you and Nortel Networks Inc.(“Corporation”) concerning the cessation of your employment. The Agreement shall bind and inure tothe benefit of each party and their respective heirs, successors and assigns.
1.   As used in this Agreement, the term “Corporation” shall mean Nortel Networks Inc., itsparent, subsidiaries, affiliates (including, but not limited to, Nortel Networks Corporation,Nortel Networks Limited, Nortel Networks UK Limited and Nortel Networks S.A.), predecessors,successors and assigns and all past and present officers, directors, employees and agents (intheir individual and representative capacities only) of Nortel Networks Inc., its parent,subsidiaries, affiliates, predecessors, successors and assigns, in every case individually andcollectively.
 
2.   Your employment relationship with the Corporation ceased on December 23, 2005 (“EmploymentTermination Date”). It is agreed and understood that as of the close of business on December23, 2005, you were no longer expected to perform any duties or responsibilities on behalf ofthe Corporation. All previous external responsibilities which you had were or will be assumedby a person designated by the Corporation, including any participation in industry or otherassociations representing the Corporation. You ceased to act as an Officer and/or Director ofany and all entities referred to in paragraph 1, above, as of Employment Termination Date, andthe Corporation has taken steps to remove you from all such positions.
 
3.   You acknowledge that you received this document on or about December 21, 2005, and have beenprovided twenty-one (21) days commencing on or about December 21, 2005, at your discretion, toconsider this Agreement. In addition, you shall have seven
William J. Donovan
Senior-Vice President
Human Resources
Nortel
8200 Dixie Road Suite 100 Brampton ON Canada L6T 5P6 T 905.863.1100 F 905.863.8412 E billdono@nortel.com



 


 

Mr. Pascal Debon
February 21, 2006
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(7) calendar days following your execution of this document to revoke this Agreement by writtennotice. To be valid, the letter of revocation must be received by William J. Donovan (“me”)at Nortel Networks, 4006 E. Chapel Hill-Nelson Highway, Research Triangle Park, North Carolina27709, not later than the close of business seven (7) calendar days after you sign thisAgreement. The terms and conditions of this Agreement shall become operative seven (7) daysafter you execute and deliver this Agreement to me, provided that you are in compliance withall terms and conditions of this Agreement and that you have not revoked this Agreementpursuant to the provisions set forth above in this paragraph.
4.   The Corporation will provide you the applicable payments and benefits as set forth inparagraphs 5 and 8 of this Agreement. Conditional only upon (i) your compliance with allterms and conditions of this Agreement; and (ii) you not revoking this Agreement pursuant toparagraph 3 above, the Corporation will:
  (a)   pay you the equivalent of two (2) years’ base salary as a salary continuancebenefit commencing with a lump sum payment of Two Hundred Ninety-Four Thousand NineHundred Ninety-Nine and 90/100 ($294,999.90) United States Dollars (“Dollars”) to be made on June 24, 2006 and equal bi-weekly paymentsthereafter of Twenty-Two Thousand Six Hundred Ninety-Two and 30/100 ($22,692.30)Dollars through and including December 28, 2007 (collectively, “Severance Pay”).The period during which your Severance Pay is calculated, from December 24, 2005through December 28, 2007, is referred to in this Agreement as the “SeverancePeriod”. Your Severance Pay is an individually negotiated amount to be paid in adifferent manner than and in lieu of any severance allowance benefit payable underthe Nortel Networks Enhanced Severance Allowance Plan. By this Agreement youexpressly waive any right to receive a benefit under the terms of the NortelNetworks Enhanced Severance Allowance Plan;
 
  (b)   allow you to elect to: (i) continue during the Severance Period, all grouplife insurance (basic and optional employee and optional spouse and dependent), healthcoverages (medical, dental, vision, hearing, Employee Assistance Program and HealthCare Reimbursement Account (“HCRA”) and AD&D coverage in which you and your coveredeligible dependents, if any, are enrolled on the Employment Termination Date pursuantto the terms and conditions of such coverages; or (ii) revoke all such coverages. Ifyou elect (i), your coverages will continue at the active employee contribution rate,which shall be deducted from Severance Pay set forth in paragraph 4(a). TheCorporation shall have the right to change coverages, upon notice provided to

 


 

Mr. Pascal Debon
February 21, 2006
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you inthe same manner as to employees generally, only to the extent that it is generallychanging its coverages for senior executive employees occupying positions similar tothat you occupied in your most senior position with the Corporation. Upon terminationof coverages, only continued health coverage will be offered, as required by theConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for a periodgenerally extending for 18 months from your Employment Termination Date, minus theperiod of coverage at active contribution rates during the Severance Period. If youelect (ii), your life and AD&D coverages will terminate effective 12:01 a.m. onJanuary 1, 2006 and your health coverages, with the exception of HCRA, will terminateat the end of the month in which your employment relationship ceases (December, 2005),with an opportunity for continued health coverage under COBRA. If you decline theopportunity to continue HCRA coverage under COBRA, only eligible expenses incurred onor prior to the Employment Termination Date will be considered for reimbursement.Irrespective if you select (i) or (ii) above, at the time your group life insurancecoverages terminate, you may convert appropriate coverages to applicable individualpolicies. AD&D cannot be converted to an individual policy. Please make yourelection in the space provided at the end of this Agreement concerning yourdecision to elect or decline the benefits set forth in this paragraph 4(b);
  (c)   consider you ineligible for consideration for any future grant(s) of stockoptions or Restricted Stock Units (RSUs). Stock options and RSUs previously grantedto you will continue to vest during the Severance Period in accordance with theprovisions of the plan under which the stock options or RSUs were granted and theinstrument of grant evidencing the grant. Your right, if any, to exercise any vestedNortel Networks stock options or RSUs after the Employment Termination Date (includingduring the Severance Period) will be determined in accordance with the provisions ofthe stock option or RSU plan under which the stock options or RSUs were granted andthe instrument of grant evidencing the options or RSUs;
 
  (d)   make available to you during the Severance Period, should you elect,executive outplacement services to assist you in securing new employment and pay theprofessional fees for such services as are reasonably incurred;
 
  (e)   with respect to any monies or monetary equivalents to be paid hereunder, inits reasonable discretion withhold appropriate amounts concerning any and allapplicable federal, state or local tax withholding;

 


 

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February 21, 2006
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  (f)   pay you, on June 24, 2006, 2007 and 2008, a lump sum amount equal to theactual cost, not to exceed Ten Thousand ($10,000) Dollars per payment, of personalincome tax preparation by a service provider selected by the Corporation for the taxyears 2005, 2006 and 2007, respectively;
 
  (g)   pay you, on June 24, 2006, a lump sum amount of Eight Thousand Eight HundredForty-Nine and 10/100 ($8,849.10) Dollars for the cost of your housing and furniturerental to the conclusion of the term of your existing lease on February 28, 2006 forthe apartment located at 15190 Prestonwood Blvd., Dallas, Texas 75248, with respect tothe months of January and February 2006;
 
  (h)   arrange and pay during the Severance Period for the shipment of yourhousehold goods from the apartment in Dallas to your permanent residence in France,subject to the terms, limits and exclusions of the Nortel Networks InternationalAssignment Long-Term Program; and
 
  (i)   pay you, on June 24, 2006, a lump sum amount equivalent to the portion of thecost of your continued life insurance coverage, as described in Section 4(b), whichwould have been paid by the Corporation for the period of January through June of2006.
5.   The following payments and benefits shall be provided to you by the Corporation, asapplicable, without the requirement that you sign and comply with this Agreement:
  (a)   you shall be eligible for applicable benefits, pursuant to the terms andconditions of the Nortel Networks Pension Service Plan and the Supplementary ExecutiveRetirement Plan (SERP), calculated on a basis consistent with the estimate of benefitsdated as of December 22, 2005, provided by the Corporation and attached hereto asExhibit A;
 
  (b)   you will be allowed to elect to: (i) continue applicable health coverages, asrequired by COBRA, for a period generally extending for 18 months following theEmployment Termination Date from the Corporation; (ii) convert your group lifeinsurance to an individual policy without a medical examination within 31 days of thetermination of that coverage; and (iii) to commence coverage under the Nortel NetworksRetiree Medical Plan and the Nortel Networks Retiree Life Plan pursuant to the termsand conditions of those plans;

 


 

Mr. Pascal Debon
February 21, 2006
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  (c)   the Corporation will consider you ineligible for consideration for any futuregrant(s) of stock options or RSUs. Your right, if any, to exercise any vested NortelNetworks stock options or RSUs before, on or after the Employment Termination Datewill be determined in accordance with the provisions of the stock option or RSU planunder which the stock options or RSUs were granted and the instrument of grantevidencing the options or RSUs;
 
  (d)   contributions made by you and any amounts that have vested in your NortelNetworks Long-Term Investment Plan (“LTIP”) account will be maintained or distributedpursuant to your direction(s) as permitted by the terms and conditions of the LTIP;
 
  (e)   the Corporation will distribute any amounts in your account in the NortelNetworks U.S. Deferred Compensation Plan (“NNDP”) pursuant to your directions(s) aspermitted by the terms and conditions of the NNDP;
 
  (f)   the Corporation will pay you, on or before the next regular payroll datefollowing your execution of this Agreement, a lump sum amount of One Hundred ThirteenThousand Four Hundred Sixty-One and 52/100 ($113,461.52) Dollars, which is theequivalent of 10 weeks of base salary representing your current accrued but unusedvacation benefit, with no further vacation accrual subsequent to EmploymentTermination Date, offset by the amount of housing and furniture rental, with respectto the apartment described in paragraph 4(g) above, for the months of January andFebruary 2006, which was paid by the Corporation on your behalf and will be deemed tobe repaid by you as of the date of this Agreement, and also offset by the portion ofthe cost of your continued life insurance coverage, as described in Section 4(b),which has or would have been paid by the Corporation for the period of January throughJune of 2006, and which will be deemed to be paid by you for such period; and
 
  (g)   any shares in your account in the Nortel Networks Stock Purchase Plan(“NNSPP”) will be distributed to you. If your account has not been closed within 90days of the Employment Termination Date, it will automatically be closed by MourantEquity Compensation Solutions and all shares will be sold at the current market value.
6.   The parties accept the following additional obligations:

 


 

Mr. Pascal Debon
February 21, 2006
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  (a)   You shall reconcile and settle your employee expense account and any advancesmade to you by the Corporation as soon as possible, but not later than thirty (30)days after your execution of this Agreement.
 
  (b)   You shall continue to maintain the confidentiality of all of theCorporation’s trade secrets and confidential or proprietary commercial, technical orother information; and specifically you agree that you shall not at any time during orfollowing your employment with the Corporation, disclose, other than to theCorporation’s authorized personnel, or otherwise use for non-Corporation purposes, anyconfidential or proprietary information (whether or not a trade secret) relating to anactivity of the Corporation.
 
  (c)   The parties agree that this Agreement and all the terms and conditionsexpressed herein, is subject to either party’s right or obligation to disclose thisAgreement in accordance with applicable securities laws or as may be necessary toenforce this Agreement.
 
  (d)   Upon the occurrence of any contingency which may affect your rights in or toany subsequent payment or benefit, or affects the Corporation’s rights under thisAgreement, including without limitation, your obtaining new employment and/or thecommencement of coverage under a new employer’s benefit plan(s), you shall, within ten(10) days of such occurrence, give written notice to the Corporation of that event.Such notice shall be sent in writing to me.
 
  (e)   So long as you are receiving the payments and benefits set forth in paragraph4, you shall be generally available, upon reasonable notice, to assist the Corporationwith any matters with which you are personally familiar. In the event it is necessaryfor you to provide the aforementioned services, then the Corporation shall reimburseyou for authorized, reasonable and documented travel expenses, including, but notlimited to, transportation, lodging and meals, but not including attorneys’ or otherprofessional fees incurred without the prior approval of the Nortel NetworksCorporation Chief Legal Officer; except that the Corporation acknowledges thatattorneys’ fees and associated expenses are reimbursable if the assistance you provideis related to the subject matter of the Investigation and/or any InvestigationIndemnified Matter as defined below.
 
  (f)   You have returned to the Corporation any and all property of the Corporationthat was in your possession and/or subject to your control, whether such

 


 

Mr. Pascal Debon
February 21, 2006
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      material shall be written instruments or tapes in electronic and/or recordedformat.
 
      The Corporation’s Corporate Procedure 206.01 states that “all documents, messagesor data composed, sent, or received through the network of Nortel Networks in anyform are and remain at all times the property of Nortel Networks”. In addition,all work product that you have produced during your employment with the Corporationis the property of the Corporation. Therefore, all information, (however recordedor stored) (“Information”) in your possession and/or that you have created in thecourse of your employment with the Corporation (whether or not currently in yourpossession or control) is the property of the Corporation. “Information” does notinclude copies in your possession of your records of employment and/or financialdealings between you and the Corporation.
 
      You are aware that Nortel Networks has received a formal order of investigationfrom the United States Securities and Exchange Commission (“SEC”) that requires thepreservation and collection and disclosure of certain Information to the SEC. TheCorporation is also a party to various civil lawsuits and other investigations andmay need access to certain Information for those matters as well. Therefore, youtook affirmative steps to preserve all Information in your possession, custody andcontrol (including information controlled by your assistant, if any), have left allsuch Information in the possession and custody of the Corporation, and do not haveany Information in your possession or custody.
 
      The Information will be used by the Corporation for general business purposes andmay also be provided by the Corporation to regulatory authorities in response totheir requests or disclosed in any relevant private litigation to which theCorporation is a party. Also, the Information may be used by and provided to otherentities within the Nortel Networks group and/or the Corporation’s externaladvisors. In some instances, the recipients of this Information will be locatedoutside your geographic area. To the extent that the Information contains anypersonal information, you consent to the collection, transfer and disclosure ofthat information by the Corporation to Nortel Networks entities, third parties andregulatory authorities within and outside of your geographic area for the purposesset out above.

 


 

Mr. Pascal Debon
February 21, 2006
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      The commitments of this section 6(f) shall not apply to documents previouslyfurnished to your counsel in connection with the Investigation as defined below,and you agree that you and your counsel shall use such Information solely for thepurpose of representing you in connection with Investigation Indemnified Matters asdefined below and not for any other purpose, without the express written consent ofthe Corporation.
 
  (g)   You hereby agree that you shall not during the Severance Period whether onyour own behalf or jointly with others, and whether as an employee, director,principal, agent, consultant or in any other capacity in competition with theCorporation, be directly or indirectly (i) employed or engaged in, or (ii) performservices in respect of, or (iii) be otherwise concerned with:
  (i)   the research into, development, manufacture, supply ormarketing of any product which is of the same or substantially similar type toany product researched, or developed, or manufactured, or supplied, ormarketed by the Corporation during the twelve months immediately preceding theEmployment Termination Date; or
 
  (ii)   the development or provision of any services (including butnot limited to technical and product support, or consultancy or customerservices) which are of the same or substantially similar type to any servicesprovided by the Corporation during the twelve months immediately preceding theEmployment Termination Date;
      without the prior written consent of the Corporation, which consent shall not beunreasonably withheld;
 
      provided that, the provisions of this paragraph shall apply only in respect ofproducts or services with which you were either personally concerned or for whichyou were responsible while employed by the Corporation during the twelve monthsimmediately preceding the Employment Termination Date; and
 
      provided further that, the provisions of this paragraph shall not restrict you fromaccepting employment with a company or other entity that provides products orservices that are in competition with products or services offered by theCorporation, so long as you are not in the course of such employment during theSeverance Period involved in activities related to such competitive products orservices with which you were either personally concerned or for

 


 

Mr. Pascal Debon
February 21, 2006
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      which you were responsible while employed by the Corporation during the twelvemonths immediately preceding the Employment Termination Date.
 
      You hereby agree that you shall not for the Severance Period whether on your ownbehalf or in conjunction with or, on behalf of any other entity, whether as anemployee, director, principal, agent, consultant or in any other capacity directlyor indirectly, for the purpose of providing or attempting to provide products orservices that compete with products or services offered by the Corporation as ofthe Employment Termination Date, (i) solicit or, (ii) assist in soliciting, or(iii) accept, or (iv) facilitate the acceptance of, or (v) deal with, customers orprospective customers:
  (i)   with whom you had personal contact or dealings on behalf ofthe Corporation during the twelve months immediately preceding the EmploymentTermination Date; or
 
  (ii)   for whom you were, in a client-management capacity on behalfof the Corporation, directly responsible during the twelve months immediatelypreceding the Employment Termination Date,
      without the prior written consent of the Corporation, which consent shall not beunreasonably withheld.
 
      You hereby agree that, you will not for the Severance Period either on your ownaccount or in conjunction with or on behalf of any other person, company, businessentity, or other organization and whether as an employee, principal, agent,consultant or in any other capacity directly or indirectly (i) induce, or (ii)solicit, or (iii) entice or (iv) procure, any person who is an employee of theCorporation to leave the Corporation’s or any associated company’s employment (asapplicable) where that person is an employee of the Corporation on the EmploymentTermination Date;
 
      provided that, this provision shall neither (i) prohibit you from hiring, orcausing an organization for which you perform services to hire, any person whoinitially approaches you and/or such organization to inquire about employmentwithout having been solicited by you to do so, nor (ii) be construed to apply tothe placement of general advertisements for employment on websites, in printpublications or in other appropriate media.

 


 

Mr. Pascal Debon
February 21, 2006
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  (h)   You understand and agree that if you have the designation of either “Reporting” or“Non-Reporting” Insider pursuant to Corporate Policy 320.28 of Nortel NetworksCorporation (and under applicable Canadian/US securities legislation for ReportingInsiders), you will cease to have this designation effective on the EmploymentTermination Date. Notwithstanding the fact that you no longer have this designation,if you are in possession of material non-public information relating to NortelNetworks, you are prohibited from trading in Nortel Networks securities (or informinganother person of the material non-public information) in accordance with applicablelaws. If you are a “Reporting” Insider, you understand that you were required toamend your insider profile within 10 days of your Employment Termination Date on theCanadian System for Electronic Disclosure by Insiders (SEDI) to indicate that you areno longer a “Reporting” Insider of Nortel Networks. You should contact the InsiderReporting Department at (905) 863-1220 and fax (905) 863-8524 for assistance inamending the SEDI profile.
7.   You agree to complete such documentation/forms and paperwork necessary to commence benefitsunder paragraphs 4. or 5. of this Agreement. All company benefits not expressly extended toyou pursuant to and/or preserved by, this Agreement shall be terminated effective 12:01 a.m.,on the day after the Employment Termination Date.
 
8.   Regardless of whether you comply with this Agreement:
  (a)   The Corporation shall indemnify you, and advance any reasonable legal feesand expenses, to the extent permitted by, and in accordance with section 124 of theCanada Business Corporations Act (the “CBCA”) and the Corporation’s By-Laws (the“By-Laws”). You shall repay such fees and expenses if and to the extent it isdetermined that you do not fulfill the conditions set forth in subsection 124(3) ofthe CBCA or the By-Laws.
 
  (b)   Subject to and without limiting the foregoing, the Corporation’s legalcounsel will represent you in respect of any civil, criminal, administrative,investigative (including any internal investigation or independent review beingconducted by the Corporation’s Board of Directors or a Committee thereof) or otherproceeding in Canada, the United States or other applicable jurisdiction in which youare involved (including as a witness) because of your association with the Corporation(hereafter, a “Matter”). However, in the event that the Corporation’s counsel cannotrepresent you in a Matter because of a conflict, the Corporation agrees to advancemonies to pay your reasonable

 


 

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February 21, 2006
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    and actual legal expenses in that Matter provided you agree that you will notsettle the Matter, retain defense counsel or expert witnesses or consultants, orincur any non-normal course defense costs without obtaining the Corporation’s priorconsent, which consent will not be unreasonably withheld.
  (c)   With respect to the subject matter of (1) the investigation being conductedby the United States Securities and Exchange Commission (“SEC”) pursuant to formalorder of private investigation in In the Matter of Nortel Networks Corporation(SEC File No. H-9799); (2) the related investigation being conducted by theOntario Securities Commission; and (3) any other investigation by any law enforcementauthority, governmental body or self-regulatory organization in connection with anyfact, circumstance, situation, transaction, event or other source of liability relatedto the subject matter referenced in the immediately foregoing items (1) and (2) orreferenced in the Corporation’s October 23, 2003 8K filing with the SEC (all of theforegoing, collectively, the “Investigation”), you have retained separate counselindependent of any duty to the Corporation (Latham & Watkins LLP and Fasken MartineauDuMoulin LLP) and the Corporation will continue to advance monies to pay yourreasonable legal fees and expenses associated with the Investigation and allproceedings such as may arise from it (collectively, the “Investigation IndemnifiedMatters”). For clarification, Investigation Indemnified Matters include civillitigation of related subject matter. The Corporation acknowledges that therequirement set forth in this paragraph not to settle any Matter without theCorporation’s prior consent does not apply to any Investigation Indemnified Matters.The Corporation’s determination to advance such reasonable legal fees and expenses issubject to section 124 of the CBCA and the By-Laws and you shall repay such fees andexpenses if it is determined that you do not fulfill the conditions set forth insubsection 124(3) of the CBCA or the By-Laws. The Corporation will also timelyprovide to your counsel reasonable access to or copies of any and all documents yougenerated and/or received during the time period covered by the Investigation, and/oras are relevant to any Investigation Indemnified Matter, as your counsel reasonablyrequests.
9.   With the exception of the Application filed in Ontario Superior Court of Justice in thematter of Indiana Electrical Workers Pension Trust Fund IBEW and Laborers 100 and 397 PensionFund v. Nortel Networks Corporation, the Corporation represents that it has no knowledge as ofFebruary 21, 2006 of any claims or legal action in favor of the Corporation against you in anyforum, whether for legal, equitable or administrative relief, and further represents that ithas no present intention to bring

 


 

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February 21, 2006
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    any such claims. The Corporation further agrees that in the event the Corporation bringsany such legal action, other than to enforce the terms of this Agreement, the release ofclaims given by you in paragraph 10. of this Agreement shall be null and void.
RELEASE
10.   IN CONSIDERATION OF THE FOREGOING PAYMENTS AND BENEFITS DETAILED ABOVE, FOR WHICH YOUWOULD OTHERWISE BE INELIGIBLE, YOU HEREBY FULLY AND UNCONDITIONALLY RELEASE AND FOREVERDISCHARGE THE CORPORATION (EXCEPT FOR THE PROMISES AND COMMITMENTS CONTAINED OR PRESERVEDHEREIN) TO THE EXTENT PERMITTED BY LAW, FROM ANY AND ALL CLAIMS ARISING FROM OR CONNECTED WITHTHE EMPLOYEE’S EMPLOYMENT WITH THE CORPORATION OR THE TERMINATION THEREOF FOR SALARY,INCENTIVE COMPENSATION, VACATION PAY, SEVERANCE PAY UNDER THE NORTEL NETWORKS EXECUTIVEMANAGEMENT TEAM SEVERANCE ALLOWANCE PLAN, NORTEL NETWORKS ENHANCED SEVERANCE ALLOWANCE PLAN,NORTEL NETWORKS CORPORATION SPECIAL RETENTION PLAN, COMMISSIONS, PENSION OR OTHER BENEFITS OROTHER COMPENSATION AND PERQUISITES AND ANY AND ALL REAL OR PRETENDED CLAIMS, CAUSES OF ACTION,OR DEMANDS ARISING FROM OR CONNECTED WITH THE EMPLOYEE’S EMPLOYMENT WITH THE CORPORATION ORTHE TERMINATION THEREOF,INCLUDING, WITHOUT LIMITATION, THOSE FROM RIGHTS UNDER ANY FEDERAL, STATE, AND LOCAL LAW,INCLUDING, WITHOUT LIMITATION, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT(“WARN”) AND THOSE PROHIBITING DISCRIMINATION ON ANY BASIS, INCLUDING SEX, AGE, RELIGION,SEXUAL ORIENTATION, DISABILITY, RACE, NATIONAL ORIGIN, AS MAY BE PROHIBITED UNDER SUCH LAWSAS THE AGE DISCRIMINATION ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT (OWBPA),THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT, THE EQUAL PAY ACT ANDTHE FAMILY AND MEDICAL LEAVE ACT, INCLUDING ANY AMENDMENTS TO THOSE LAWS (INCLUDING, BUTNOT LIMITED TO, YOUR RIGHT TO MAKE A CLAIM IN YOUR OWN RIGHT OR THROUGH A SUIT BROUGHT BYANY THIRD PARTY ON YOUR BEHALF) OR ANY COMMON LAW CLAIMS ARISING FROM OR CONNECTED WITH THEEMPLOYEE’S EMPLOYMENT WITH THE CORPORATION OR THE TERMINATION THEREOF OF ANY KIND,INCLUDING, BUT NOT LIMITED TO, CONTRACT,

 


 

Mr. Pascal Debon
February 21, 2006
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TORT, AND PROPERTY RIGHTS INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, FRAUD, DECEIT,NEGLIGENCE, NEGLIGENT MISREPRESENTATION, DEFAMATION, NEGLIGENT SUPERVISION, BREACH OFPRIVACY, MISREPRESENTATION, WRONGFUL TERMINATION, INVASION OF PRIVACY, INTENTIONAL ORNEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, BREACH OF FIDUCIARY DUTY, VIOLATION OF PUBLICPOLICY AND ANY OTHER COMMON LAW CLAIM OF ANY KIND WHATSOEVER AS OF THE DATE OF THISAGREEMENT WHICH YOU EVER HAD OR NOW HAVE, DIRECTLY OR INDIRECTLY, BASED UPON ANY FACT,MATTER, EVENT OR CAUSE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO YOUREMPLOYMENT BY THE CORPORATION AND YOUR SEPARATION THEREFROM, OR YOUR RELATIONSHIP WITH THECORPORATION OR THE TERMS OF ANY WRITTEN OR ORAL EMPLOYMENT ARRANGEMENTS OR THE LIKE THATYOU MAY HAVE ENTERED INTO WITH THE CORPORATION. THIS AGREEMENT MAY NOT BE USED TOINTERFERE WITH YOUR RIGHT TO FILE A CHARGE OR PARTICIPATE IN AN INVESTIGATION OR PROCEEDINGCONDUCTED BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY OTHER APPROPRIATE AGENCY.HOWEVER, YOU UNDERSTAND AND AGREE THAT THE CORPORATION WILL USE THIS AGREEMENT AS A DEFENSETO ANY SUCH CHARGE YOU FILE, INVESTIGATION OR PROCEEDING IN WHICH YOU PARTICIPATE, ORREMEDY WHICH YOU SEEK. YOU AGREE THAT THIS RELEASE SHALL BE BINDING UPON YOU AND YOURHEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS, AND ITSENFORCEABILITY SHALL NOT BE CHALLENGED. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENTAND THAT YOU UNDERSTAND ALL OF ITS TERMS AND EXECUTE IT VOLUNTARILY WITH FULL KNOWLEDGE OFITS SIGNIFICANCE AND THE CONSEQUENCES THEREOF. FURTHER, YOU ACKNOWLEDGE THAT YOU HAVE HADAN ADEQUATE OPPORTUNITY TO REVIEW AND CONSIDER THE TERMS OF THIS AGREEMENT, INCLUDING ATYOUR DISCRETION, THE RIGHT TO DISCUSS THIS AGREEMENT WITH LEGAL COUNSEL OF YOUR CHOICE.YOU HEREBY ACKNOWLEDGE THAT YOU INTEND TO GRANT TO THE CORPORATION A FULL AND FINAL RELEASEAS SET FORTH HEREIN. FINALLY, YOU UNDERSTAND AND AGREE THAT THE CORPORATION MAY DEDUCTFROM ANY PAYMENT PROVIDED TO YOU UNDER THIS AGREEMENT ANY AMOUNTS (INCLUDING, BUT NOTLIMITED TO, ANY ADVANCE, LOANS, OVERPAYMENT, TAX

 


 

Mr. Pascal Debon
February 21, 2006
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EQUALIZATION PAYMENTS OR OTHER MONIES) THAT THE CORPORATION DETERMINES IN GOOD FAITH THATYOU OWE THE CORPORATION. IN THE EVENT THAT THE CORPORATION MAKES ANY DEDUCTIONS INACCORDANCE WITH THE PRECEDING SENTENCE, THE CORPORATION SHALL PROMPTLY PROVIDE TO YOU, UPONYOUR REQUEST, AN ACCOUNTING OF THE BASIS FOR THE DECISION AND THE AMOUNTS WITHHELD.
11.   This Agreement constitutes the entire understanding of the parties with respect to your prioremployment, including termination thereof, and there are no promises, understandings orrepresentations other than those expressly set forth or preserved herein. This Agreement maybe modified only with a written instrument duly executed by you and the Corporation.
 
12.   This Agreement shall be governed by the laws of Texas without regard to any provisionsconcerning conflict of laws. This Agreement may be delivered by facsimile and executed incounterparts, all of which, taken together, shall constitute one and the same originalinstrument.
 
13.   The parties agree that should any provision of this Agreement be declared or be determined byany court to be illegal or invalid, the validity of the remaining parts, terms or provisionsshall not be affected thereby and said illegal or invalid part, term, or provision shall bedeemed not to be a part of this Agreement.
 
14.   Nothing in this Agreement shall be construed to prevent the Corporation from providing you oryour prospective employer, as applicable, with an appropriate positive reference or letter ofrecommendation relating to your employment with the Corporation.
 
15.   Nothing in this Agreement shall affect the rights and obligations of any of the parties tothe Escrow Agreement, dated March 1, 2005, by and among the signatory Officers, NortelNetworks Corporation, and Computershare Trust Company of Canada.
 
16.   This agreement may be executed in any number of counterparts and by the parties hereto inseparate counterparts, with the same effect as if each party had signed the same document.All such counterparts shall be deemed an original, shall be construed together and shallconstitute one and the same instrument. Telecopied or scanned signature pages shall be deemedan original and shall be sufficient to bind the parties to this Agreement.

 


 

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February 21, 2006
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Please acknowledge that the foregoing correctly and completely sets forth your understanding of thearrangements and commitments, and your acceptance thereby, by signing, dating and returning thisAgreement to me.
Yours truly,
/s/ William J. Donovan
William J. Donovan
Senior Vice President,
Human Resources

IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement as setforth below.
         
 
      PLEASE INDICATE BELOW YOUR
ELECTIONS REGARDING:
 
       
 
  •   Insurance Benefits
 
      I elect the provisions of (CIRCLE ONE)
paragraph4(b)(i) or 4(b)(ii)
         
 
  PD

 
   
 
  INITIALS    
                     
NORTEL NETWORKS INC.       PASCAL DEBON    
 
                   
By:   /s/ William J. LaSalle       /s/ P. Debon    
                 
 
Title:
  Secretary       Date:   22/Feb/06