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 LTD • 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:
PROXY AGREEMENT WITH RESPECT TO CAPITAL STOCK OF NORTEL GOVERNMENT SOLUTIONS INC.Proxy Agreement • November 3rd, 2005 • Nortel Networks LTD • Telephone & telegraph apparatus • Delaware
This Proxy Agreement (“Agreement”) is made this 29th day of July, 2005, by and among Nortel Networks Corporation (“NNC”), a Canadian corporation; Nortel Networks Limited (“NNL”), a Canadian corporation; Nortel Networks Inc. (“NNI”), a Delaware corporation; Nortel Government Solutions Inc. (the “Corporation”), a Delaware corporation; James Frey; Thomas McInerney; and Gregory Newbold; and their respective successors appointed as provided in this Agreement (each individually, a “Proxy Holder,” and collectively, the “Proxy Holders”); and the United States Department of Defense (“DoD”) (all of the above, collectively, the “Parties”).
