CONFIDENTIAL — SPECIAL HANDLING September 7, 2005 Nicholas J. DeRoma Chief Legal Officer Nortel Networks 8200 Dixie Rd., Suite 100 Brampton, Ontario L6T 5P6 Dear Mr. DeRoma:Nortel Networks Corp • November 3rd, 2005 • Telephone & telegraph apparatus
This letter (“Agreement”) records the arrangements between you and Nortel Networks Corporation concerning the cessation of your responsibilities as Chief Legal Officer reporting to William A. Owens, Nortel’s Vice-Chairman and Chief Executive Officer. The arrangements are as follows:
ESCROW AGREEMENTEscrow Agreement • November 3rd, 2005 • Nortel Networks Corp • Telephone & telegraph apparatus • Ontario
WHEREAS each Officer wishes to pay to his or her respective NNC Employer (as defined below) an amount equal to the entire Return to Profitability bonus paid to the Officer by such NNC Employer in 2003, net of tax deductions at source, being the amount set forth opposite the name of the Officer on the attached Schedule I (the “RtP Amount”), as set forth in a letter of undertaking from the Officers to NNC dated January 10, 2005, as modified by a letter dated as of March 1, 2005 (the “Undertaking”);
