CONFIDENTIAL-SPECIAL HANDLING November 21, 2005 William A. Owens Vice Chairman and Chief Executive Officer Nortel Networks Corporation and Nortel Networks Limited 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Dear Bill:

 

Exhibit 10.68
(LOGO)
(NORTEL LOGO)
CONFIDENTIAL-SPECIAL HANDLING
November 21, 2005
William A. Owens
Vice Chairman and Chief Executive Officer
Nortel Networks Corporation and
Nortel Networks Limited
8200 Dixie Road, Suite 100
Brampton, Ontario
L6T 5P6





Dear Bill:
This letter (“Agreement”) records the arrangements between you and Nortel Networks (the“Corporation”) concerning the cessation of your employment. The arrangements are as follows:
Cessation of Employment
1.   As used in this Agreement, the term “Corporation” shall mean Nortel Networks Inc., itsparent, subsidiaries, affiliates (including, but not limited to, Nortel Networks Corporationand Nortel Networks Limited), predecessors, successors and assigns and all past and presentofficers, directors, employees and agents (in their individual and representative capacitiesonly) of Nortel Networks Inc., its parent, subsidiaries, affiliates, predecessors, successorsand assigns, in every case individually and collectively.
 
2.   Your employment relationship with the Corporation shall cease on November 18, 2005(“Employment Termination Date”). It is agreed and understood that as of the close of businesson November 18, 2005, you are no longer expected to perform any duties or responsibilities onbehalf of the Corporation. All external responsibilities which you had prior to this datewill be assumed by a person designated by the Corporation, including any participation inindustry or other associations representing the Corporation. In addition, you agree to resignfrom your position as a member of the Board of Directors of the Corporation, effective as ofor before the Employment Termination Date.
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



 


 

William A. Owens
November 21, 2005
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Revocation Clause
3.   You acknowledge that you received this document on or about November 21, 2005, and havetwenty-one (21) days commencing on or about November 21, 2005, at your discretion, to considerwhether to accept this Agreement. In addition, you shall have seven (7) calendar daysfollowing your execution of this document to revoke this Agreement by written notice. To bevalid, the letter of revocation must be received by William J. Donovan (“me”) at NortelNetworks, 4006 E. Chapel Hill-Nelson Highway, Research Triangle Park, North Carolina 27709,not later than the close of business seven (7) calendar days after you sign this Agreement.The terms and conditions of this Agreement shall become operative seven (7) days after youexecute and deliver this Agreement to me, provided that you are in compliance with all termsand conditions of this Agreement and that you have not revoked this Agreement pursuant to theprovisions set forth above in this paragraph.
Post Termination Payments/Benefits (“PTPB”) To Be Provided by the Corporation
4.   The Corporation will provide you the payments and benefits set out in this paragraph 4(a)through (k) below, in addition to the applicable payments and benefits set forth in paragraph5 of this Agreement, conditional upon (i) your signing and returning to me a copy of thisAgreement; (ii) your compliance with all terms and conditions of this Agreement and thoseterms and conditions of your Employment Agreement and all other employment-related writingsthat you entered into with the Corporation (collectively, the “Employment Documents”); (iii)you not revoking this Agreement pursuant to paragraph 3 above; (iv) you not soliciting, eitherdirectly or indirectly for employment any employee(s) currently employed by the Corporation;(v) you not electing to accept employment with, or serve as a consultant, contractor orrepresentative for, a company in competition with the Corporation, without the written consentof the Corporation and (vi) the Corporation’s execution of this Agreement. You agree that, inthe absence of written consent by the Corporation, any company will be deemed to be aprohibited company under (v) above, and also agree that the PTPB set forth in this paragraph 4are dependent upon your compliance with these conditions and the PTPB will cease immediatelyupon your lack of compliance. The Corporation’s response and consent referenced in (v) abovewill not be unreasonably withheld. So long as you comply, the Corporation will:
 
    (Severance Allowance)
  (a)   pay you, on or before the first pay period following the Employment TerminationDate, severance allowances consisting of two (2) years of annual base salaryplus a special

 


 

William A. Owens
November 21, 2005
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award equivalent to two (2) years of annual bonus paid at target (“Severance Pay”), inthe total lump sum amount of Five Million Four Hundred Thousand Dollars ($5,400,000).Your Severance Pay is an individually negotiated amount to be paid in a differentmanner than and in lieu of any severance allowance benefit payable under the NortelNetworks Enhanced Severance Allowance Plan. By this Agreement you expressly waive anyright to receive a benefit under the terms of the Nortel Networks Enhanced SeveranceAllowance Plan;
(2005 SUCCESS Incentive Plan)
  (b)   consider you to be eligible to receive an incentive award payment under the 2005SUCCESS Incentive Plan (the “Plan”). Any payment under the Plan will be determined bythe Corporation based on the terms and conditions of the Plan in effect at the relevanttime, will be pro rated for the period you were employed during 2005, and will be madeusing an Individual Performance Factor (IPF) of 1.0. Eligibility shall not be construedas a right to such payment, and any such payment will be made to you in a lump sum onthe earlier of (i) the date any incentive award payment is made by the Corporation toemployees generally under the terms of the Plan, provided such date is on or beforeMarch 15, 2006, or (ii) May 15, 2006.
(Insurance Benefits)
  (c)   allow you to elect to: (i) obtain at your own expense continued health coverage,as required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), fora period generally extending for eighteen (18) months from your Employment TerminationDate; (ii) exercise your right to obtain Retiree Medical Plan coverage, at your ownexpense, in accordance with the provisions of the Nortel Networks Retiree Medical Plan;or (iii) revoke all group life insurance and health coverages (medical, dental, vision,hearing, Employment Assistance Program and Health Care Reimbursement Account (“HCRA”)and AD&D coverage in which you and your covered eligible dependants, if any, areenrolled on the Employment Termination Date. If you elect (iii), your life and AD&Dcoverages will terminate effective 12:01 a.m. on November 19, 2005 and your healthcoverages, with the exception of HCRA, will terminate at the end of the month in whichyour employment relationship ceases (November, 2005). Irrespective of your selection ofone of the foregoing options, at the time your group life insurance coverages terminate,you may convert appropriate coverages to applicable individual policies. AD&D cannot beconverted to an individual policy. Please make your election in the space provided atthe end of this Agreement concerning your decision to elect or decline the benefits setforth in this paragraph 4(b);

 


 

William A. Owens
November 21, 2005
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(Special Pension Arrangements)
  (d)   pay you, as previously authorized by the Board of Directors and disclosed by theCorporation, a pension benefit over a guaranteed period of five (5) years commencingwith a payment of Seven Hundred Three Thousand Nine Hundred Thirteen Dollars($703,913.00) to be made in June, 2006 and equal monthly payments thereafter in theamount of Ninety Nine Thousand Seventy Three Dollars ($99,073.00) through and includingNovember, 2010;
(Stock Options)
  (e)   consider you ineligible for consideration for any future grant(s) of stockoptions. As authorized by the Board of Directors, all stock options previously grantedto you have vested. Your right to exercise any vested Nortel Networks stock optionsafter the Termination Date (including during the Severance Period) will be determined inaccordance with the provisions of the stock option plan under which the stock optionswere granted and the instrument of grant evidencing the options.
(Deferred Share Units)
  (f)   settle the Deferred Share Units (“DSUs”) which were awarded to you as anindependent director of the Corporation prior to becoming an employee;
(Relocation Costs)
  (g)   arrange and pay for the shipment of your household goods and vehicle(s) fromCanada to the U.S. subject to the terms, limits and exclusions of the Nortel NetworksInternational Assignment Long-Term Program, and pay you, on or before the first payperiod following the Employment Termination Date, a lump sum Relocation Cost Allowanceof twenty thousand dollars ($20,000.00) which amount will be grossed up for applicabletaxes;
(Outplacement Assistance)
  (h)   make available to you, should you elect, executive outplacement services toassist you in securing new employment, including as a member of a Board of Directors,and pay the professional fees for such services as are reasonably incurred;

 


 

William A. Owens
November 21, 2005
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(Tax Equalization)
  (i)   provide you with any tax equalization benefits in accordance with the provisionsof the Nortel Networks International Assignment Long-Term Program;
(Withholdings)
  (j)   with respect to any monies or monetary equivalents to be paid hereunder, in itsreasonable discretion, withhold appropriate amounts concerning any and all applicablefederal, state or local tax withholding; and
(Tax Preparation)
  (k)   pay the cost of personal income tax preparation for calendar years 2005 and 2006and, at the Corporation’s sole discretion, for additional years through 2010, providedthere are tax credits available to the Corporation after 2006. Such tax preparationservices will be provided by the service provider selected by the Corporation, inaccordance with the provisions of the Nortel Networks International Assignment Long-TermProgram.
Benefits and Payments Available to You Without Signing this Agreement
5.   The following payments and benefits shall be provided to you by the Corporation, asapplicable, without the requirement that you sign this Agreement:
 
    (Pension Benefits), if applicable
  (a)   you are eligible to elect to receive an estimated Seventy Three Thousand FiveHundred Dollars ($73,500.00) which is the combined benefit payable as a lump sum inDecember, 2005 as a result of your participation in the Nortel Networks RetirementIncome Plan and the Restoration Plan;
(Nortel Networks Long Term Investment Plan (“LTIP”)), as applicable
  (b)   contributions made by you and any amounts that have vested in your LTIP accountwill be maintained or distributed pursuant to your direction(s) as permitted by theterms and conditions of the LTIP; and
(Vacation Benefits)
  (c)   you will be paid, on or before the first pay period following the EmploymentTermination Date, a lump sum amount of One Hundred Seventy-Three Thousand Seventy-SixDollars ($173,076.00) which is the equivalent of nine (9) weeks of base salaryrepresenting your

 


 

William A. Owens
November 21, 2005
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current accrued but unused vacation benefit, with no further vacation accrualsubsequent to Employment Termination Date.
Obligations of William A. Owens
6.   Your signature herein is required to receive the PTPB set forth in paragraph 4.Additionally, your signature will evidence your agreement to accept the following additionalobligations:
(Expense Accounts)
  (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 the EmploymentTermination Date;
(Inventions/Confidentiality)
  (b)   you acknowledge that you continue to be bound by the terms of the EmploymentDocuments, which you executed during the course of your hiring and employment by theCorporation. You confirm that your entire right, title, and interest to all Inventionsas generally described in such agreements with the Corporation are assigned to theCorporation regardless of the exact terms in, or the existence of, such an agreementbetween you and the Corporation.
 
      With respect to Inventions as described in the above paragraph, you have disclosed orwill promptly disclose them in writing to the Corporation, and you will, on theCorporation’s request, promptly execute a specific assignment of title to theCorporation or its designee, and do anything else reasonably necessary to enable theCorporation to secure a patent or other form of protection for such Inventions in theUnited States and in other countries. Any information pertaining to such an Inventionis considered the confidential information of the Corporation until and unless suchInvention is patented or published by the Corporation.
 
      Also, you shall continue to maintain the confidentiality of all trade secrets andconfidential, proprietary, commercial, technical or other information; and specificallyyou agree that you shall not at any time during or following your employment with theCorporation, disclose, other than to the Corporation’s authorized personnel, orotherwise use for non-Corporation purposes, any confidential or proprietary informationor know-how of any nature (whether or not a trade secret) relating to an activity ofthe Corporation or to any invention, which is owned or licensed by the Corporation.Further, you agree, except as required by law or judicial process, not to reveal,disclose, or cause to be revealed or disclosed, anything with respect to theCorporation that could be reasonably expected to be injurious or harmful to any of itsinterests, or the interests of its

 


 

William A. Owens
November 21, 2005
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employees, officers or directors. In addition, for a period of two (2) years from theEmployment Termination Date, you shall issue no public statement on the businessaffairs, policies or the like of the Corporation without the prior written consent ofthe Corporation and without limiting the foregoing, you shall not disparage theCorporation;
(Notice)
  (c)   upon the occurrence of any contingency which affects your rights in or to anysubsequent payment or benefit, or affects the Corporation’s rights under this Agreement,including without limitation, your obtaining new employment and/or the commencement ofcoverage under a new employer’s benefit plan(s), you shall, within ten (10) days of suchoccurrence, give written notice to the Corporation of that event. Such notice shall besent to me in writing;
(Advice and Assistance)
  (d)   you shall be generally available to assist the Corporation with any matters withwhich you are personally familiar. In the event it is necessary for you to provide theaforementioned services, then the Corporation shall reimburse you for authorized,reasonable and documented travel expenses, including, but not limited to,transportation, lodging and meals, but not including attorneys’ or other professionalfees incurred without the prior approval of the Nortel Networks Corporation Chief LegalOfficer;
(Company Property and Information Preservation)
  (e)   prior to your Employment Termination Date and before receiving any moniespursuant to this Agreement, you shall return to the Corporation any and all property ofthe Corporation currently in your possession and/or subject to your control, whethersuch material shall be written instruments or tapes in electronic and/or recordedformat. For your convenience, you may continue to retain the laptop computer and mobilephone provided to you by the Corporation for a period of twelve (12) months followingyour Employment Termination Date.
 
      The Corporation’s Corporate Procedure 206.01 states that “all documents, messages ordata composed, sent, or received through the network of Nortel Networks in any form areand remain at all times the property of Nortel Networks”. In addition, all workproduct that you have produced during your employment with the Corporation is theproperty of the Corporation. Therefore, all information, (however recorded or stored)(“Information”) in your possession and/or that you have created in the course of youremployment with the Corporation (whether or not currently in your possession orcontrol) is the property of the Corporation.

 


 

William A. Owens
November 21, 2005
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You are aware that Nortel Networks has received a formal order of investigation fromthe 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 and mayneed access to certain Information for those matters as well. Therefore, you agree totake affirmative steps to preserve all Information in your possession, custody andcontrol (including information controlled by your assistant, if any).
As a result, you have the responsibility to secure relevant Information.
You agree to gather (including from on-site and off-site storage) and return to theCorporation all physical copies of Information (for example and without limitation,computer discs, Jaz Drive tapes, paper copies) and arrange for this information to beprovided to your manager. In addition, the Corporation will take possession of yourcomputer and preserve all electronic Information on your computer, as well as anyrelated servers on which you have Information stored, at the time your computer isturned into the Corporation. Any Information located in your home, including on a homepersonal computer, must be returned to the Corporation and deleted from your homecomputer.
Compliance with this requirement is not optional. Given the penalties which the lawprovides, it is in everyone’s interest to comply as quickly and completely as possible.None of these materials should be destroyed, even if they are a printout of somethingon a hard drive, until the investigations and all of the ongoing litigation isconcluded. Should you have any questions regarding the implementation of thesepreservation instructions, please contact me, without delay.
The Information will be used by the Corporation for general business purposes and mayalso be provided by the Corporation to regulatory authorities in response to theirrequests or disclosed in any relevant private litigation to which the Corporation is aparty. Also, the Information may be used by and provided to other entities within theNortel Networks group and/or the Corporation’s external advisors. In some instances,the recipients of this Information will be located outside your geographic area. Tothe extent that the Information contains any personal information, you consent to thecollection, transfer and disclosure of that information by the Corporation to NortelNetworks entities, third parties and regulatory authorities within and outside of yourgeographic area for the purposes set out above;

 


 

William A. Owens
November 21, 2005
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(Stock Insider)
  (f)   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 will no longer have thisdesignation, if you are in possession of material non-public information relating toNortel Networks, you are prohibited from trading in Nortel Networks securities (orinforming another person of the material non-public information) in accordance withapplicable laws. If you are a “Reporting” Insider, you understand that you are requiredto amend your insider profile within ten (10) days of your termination date on theCanadian System for Electronic Disclosure by Insiders (SEDI) to indicate that you are nolonger a “Reporting” Insider of Nortel Networks. You should contact the InsiderReporting Department at (905) 863-1220 and fax (905) 863-8524 for assistance in amendingthe SEDI profile; and
(Completion of Forms/Paperwork)
  (g)   you agree to complete such documentation/forms and paperwork that may benecessary to commence benefits provided to you under this Agreement.
Cessation of Benefits
7.   All company benefits not expressly extended to you pursuant to this Agreement shall beterminated effective 12:01 a.m. on the day after the Employment Termination Date.
Securities Indemnification
8.   The Corporation shall indemnify you in accordance with section 124 of the Canada BusinessCorporations Act and the Corporation’s By-Laws. Subject to and without limiting theforegoing, the Corporation’s legal counsel will represent you in respect of any civil,criminal, administrative, investigative (including any internal investigation or independentreview being conducted by the Corporation’s Board of Directors or a Committee thereof) orother proceeding 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 advance monies topay your reasonable and actual legal expenses in that Matter provided you agree that you willnot settle the Matter, retain defense counsel or expert witnesses or consultants, or incur anydefense costs without obtaining the Corporation’s prior consent, which consent will not beunreasonably withheld.

 


 

William A. Owens
November 21, 2005
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Release
9.   IN CONSIDERATION OF THE FOREGOING PAYMENTS AND BENEFITS DETAILED ABOVE, FOR WHICH YOU WOULDOTHERWISE BE INELIGIBLE, YOU HEREBY FULLY AND UNCONDITIONALLY RELEASE AND FOREVER DISCHARGETHE CORPORATION (EXCEPT FOR THE PROMISES AND COMMITMENTS CONTAINED HEREIN) TO THE EXTENTPERMITTED BY LAW, FROM ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION, PROVISIONS FORSALARY, INCENTIVE COMPENSATION, VACATION PAY, SEVERANCE PAY UNDER THE NORTEL NETWORKSEXECUTIVE MANAGEMENT TEAM SEVERANCE ALLOWANCE PLAN, NORTEL NETWORKS ENHANCED SEVERANCEALLOWANCE PLAN, NORTEL NETWORKS CORPORATION SPECIAL RETENTION PLAN, COMMISSIONS, PENSION OROTHER BENEFITS OR OTHER COMPENSATION AND PERQUISITES AND ANY AND ALL REAL OR PRETENDED CLAIMS,CAUSES OF ACTION, OR DEMANDS, INCLUDING, WITHOUT LIMITATION, THOSE FROM RIGHTS UNDER ANYFEDERAL, STATE, AND LOCAL LAW, INCLUDING, WITHOUT LIMITATION, THE WORKER ADJUSTMENT ANDRETRAINING NOTIFICATION ACT (“WARN”) AND THOSE PROHIBITING DISCRIMINATION ON ANY BASIS,INCLUDING SEX, AGE, RELIGION, SEXUAL ORIENTATION, DISABILITY, RACE, NATIONAL ORIGIN, AS MAY BEPROHIBITED UNDER SUCH LAWS AS THE AGE DISCRIMINATION ACT OF 1967, THE OLDER WORKERS BENEFITPROTECTION ACT (OWBPA), THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT, THEEQUAL PAY ACT AND THE FAMILY AND MEDICAL LEAVE ACT, INCLUDING ANY AMENDMENTS TO THOSE LAWS(INCLUDING, BUT NOT LIMITED TO, YOUR RIGHT TO MAKE A CLAIM IN YOUR OWN RIGHT OR THROUGH A SUITBROUGHT BY ANY THIRD PARTY ON YOUR BEHALF) OR ANY COMMON LAW CLAIMS OF ANY KIND, INCLUDING,BUT NOT LIMITED TO, CONTRACT, TORT, AND PROPERTY RIGHTS INCLUDING, BUT NOT LIMITED TO, BREACHOF CONTRACT, FRAUD, DECEIT, NEGLIGENCE, NEGLIGENT MISREPRESENTATION, DEFAMATION, NEGLIGENTSUPERVISION, BREACH OF PRIVACY, MISREPRESENTATION, WRONGFUL TERMINATION, INVASION OF PRIVACY,INTENTIONAL OR NEGLIGENT INFLICTION OF EMOTIONAL DISTRESS, BREACH OF FIDUCIARY DUTY, VIOLATIONOF PUBLIC POLICY 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 YOUR EMPLOYMENT BY THECORPORATION AND YOUR SEPARATION THEREFROM, OR YOUR RELATIONSHIP WITH THE CORPORATION OR THETERMS OF ANY WRITTEN OR ORAL EMPLOYMENT ARRANGEMENTS OR THE LIKE THAT YOU MAY HAVE ENTEREDINTO WITH THE CORPORATION. THIS AGREEMENT MAY NOT BE USED TO

 


 

William A. Owens
November 21, 2005
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    INTERFERE 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, OR REMEDYWHICH YOU SEEK. YOU AGREE THAT THIS RELEASE SHALL BE BINDING UPON YOU AND YOUR HEIRS,ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND ASSIGNS, AND ITS ENFORCEABILITYSHALL NOT BE CHALLENGED. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOUUNDERSTAND ALL OF ITS TERMS AND EXECUTE IT VOLUNTARILY WITH FULL KNOWLEDGE OF ITSSIGNIFICANCE AND THE CONSEQUENCES THEREOF. FURTHER, YOU ACKNOWLEDGE THAT YOU HAVE HAD ANADEQUATE OPPORTUNITY TO REVIEW AND CONSIDER THE TERMS OF THIS AGREEMENT INCLUDING, AT YOURDISCRETION, THE RIGHT TO DISCUSS THIS AGREEMENT WITH LEGAL COUNSEL OF YOUR CHOICE. YOUHEREBY ACKNOWLEDGE THAT YOU INTEND TO GRANT TO THE CORPORATION A FULL AND FINAL RELEASE ASSET FORTH HEREIN. FINALLY, YOU UNDERSTAND AND AGREE THAT THE CORPORATION MAY DEDUCT FROMANY PAYMENT PROVIDED TO YOU UNDER THIS AGREEMENT ANY AMOUNTS (INCLUDING, BUT NOT LIMITED TO,ANY ADVANCE, LOANS, OVERPAYMENT, TAX EQUALIZATION PAYMENTS OR OTHER MONIES) THAT THECORPORATION DETERMINES THAT YOU OWE THE CORPORATION.
 
10.   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 set forth herein. This Agreement may be modified only with awritten instrument duly executed by you and Corporation.
 
11.   This Agreement shall be governed by the laws of North Carolina without regard to anyprovisions concerning conflict of laws. This Agreement may be delivered by facsimile andexecuted in counterparts, all of which, taken together, shall constitute one and the sameoriginal instrument.
 
12.   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.

 


 

William A. Owens
November 21, 2005
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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
WJL/jld
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Agreement as setforth below.
                     
        PLEASE INDICATEBELOW YOUR ELECTIONS REGARDING:
 
                   
    •   Insurance Benefits    
        I elect the provisions of (CIRCLE ONE)    
 
                   
 
        1.     4(b)(i) [COBRA Coverage];    
 
                   
 
        2.     4(b)(ii) [Nortel Retiree MedicalCoverage]; or    
 
                   
 
        3.     Revoke all group life insurance andhealth coverages in which I amcurrently enrolled.    
 
                   
 
               WAO       
 
            INITIALS       
                     
NORTEL NETWORKS INC.       WILLIAM A. OWENS    
 
                   
By:
  /s/ William J. Donovan       /s/   William A. Owens    
                 
Title:
  SVP Human Resources       Date:   11/21/05    
Date:
  Dec. 1, 2005