Nortel Networks 8-K 2005
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
NORTEL NETWORKS CORPORATION
(Exact name of registrant as specified in its charter)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement
The Committee on Directors recommended and on June 29, 2005 the Boards of Directors of the Registrant and Nortel Networks Limited (NNL) approved the following changes to the compensation of directors: (i) increase of the annual committee chairperson fee (other than audit committee chairperson fee) to US$15,000 or US$7,500 each for chairing the same committee of the Boards of Directors of the Registrant and NNL; (ii) increase of the annual audit committee chairperson fee to US$35,000 or US$17,500 each for chairing the same committee of the Boards of Directors of the Registrant and NNL; and (iii) the payment of an NNL long term incentive fee of US$75,000. The long term incentive fee is payable over four fiscal quarters commencing the third fiscal quarter of 2005. The payment of these fees may, at the election of each director, be deferred in accordance with the Nortel Networks Corporation Directors Deferred Share Compensation Plan and the Nortel Networks Limited Directors Deferred Share Compensation Plan.
Pursuant to indemnification agreements entered into on June 29, 2005 with each of Jalynn H. Bennett, The Honorable James B. Hunt, Jr., John A. MacNaughton, Richard D. McCormick, Ronald W. Osborne and Harry J. Pearce, each of whom were elected to the Board of Directors of the Registrant and appointed to the Board of Directors of NNL on June 29, 2005, the Registrant has agreed to indemnify and reimburse each such director for any injury, losses, liabilities, damages, charges, costs, expenses, fines or settlement amount reasonably incurred by any of them, including reasonable legal and other professional fees, (i) in connection with a claim, action, suit, application, litigation, charge, complaint, prosecution, assessment, reassessment, investigation, inquiry, hearing or other proceeding of any nature or kind whatsoever, whether civil, criminal, administrative or otherwise, made, asserted against or affecting such director or in which such director is required by law to participate or in which such director participates at the request of the Registrant or in which such director chooses to participate, if it relates to, arises from, or is based on such individuals service as a director or officer of the Registrant or service as a director or officer of another entity at the request of the Registrant (the Registrant confirmed its request that each such director serve as a director of NNL), or (ii) otherwise related to, arising from or based on such individuals service as a director or officer of the Registrant or service as a director or officer of another entity at the request of the Registrant, except if such indemnification or reimbursement would be prohibited by the Canada Business Corporations Act or any other applicable law.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 6, 2005