2003

Annual Compensation

Long Term

Compensation

Awards Payouts

Securities

Name

And Principal

Position

Year

Salary

($)

Bonus ($)(1)

Other Annual

Compensation

($)

Underlying LTIP

Options Payouts

(#)(#)

All Other

Compensation

($)

F.A. Dunn*

President and Chief

Executive Officer

P.Debon** President, Wireless Networks

S.L. Spradley**

President, Wireline

Networks

C.Bolouri** President, Global Operations

N.J. DeRoma

Chief Legal Officer

2003

2002

2001

2003

2002

2001

2003

2002

2001

2003

2002

2001

2003

2002

2001

868,750

825,000

564,833

590,000

537,143

440,417

496,667

354,275

269,026

510,000

510,000

459,000

526,000

526,000

493,750

(2)

3,540,000(6)(7)

743,400(11)

1,475,000(6)(14)

609,325(11)

1,285,000(6)(14)

589,050(11)

1,275,000(6)(14)

524,685(11)

1,315,000(6)(14)

68,713(15)(16)

24,038(5)(20)

62,921(5)(20)

750,000(9)

1,500,000(9)(10)

250,000

650,000

291,999(18)

(19)

250,000

700,000

250,000

650,000

225,000(3)

745,000(7)(8)

90,000(3)

745,000(8)

575,000(8)

135,000(3)

535,000(8)

135,000(3)

535,000(8)

26,145(4)(5)

24,747(4)(5) 16,806(4)(5)

92,346(12)(13)

125,875(12)(13)(15) 332,020(13)(15)

6,000(17)

5,500(17) 5,100(17)

63,404(4)(5)

18,358(4)(5) 27,440(4)(5) 54,494(4)(5)

17,885(4)(5)

27,642(4)(5)

*On April 27, 2004, Mr. Dunn’s employment as President and Chief Executive Officer of the Company and Nortel Networks Limited was terminated for cause and Mr. W.A. Owens was appointed President and Chief Executive Officer of the Company and Nortel Networks Limited. The compensation for his successor Mr. W.A. Owens, President and Chief Executive Officer of the Company and Nortel Networks Limited, is described below under “Certain employment arrangements”.

**In accordance with the corporate reorganization announced by the Company on August 19, 2004, effective October 1, 2004, Messrs. Debon and Bolouri and Ms. Spradley were, respectively, appointed to the positions of: President, Carrier Networks; President, Global Services; and President, Global Operations.

(1)Incentive cash awards for each fiscal year under the Nortel Networks Limited SUCCESS Incentive Plan (or SUCCESS Plan), including payments made in connection with the “Return to Profitability” bonus program component of that plan, in respect of each of the fiscal years, whether or not deferred by the named executive officer. On April 27, 2004, the Company and Nortel Networks Limited terminated for cause the employment of each of their then president and chief executive officer, chief financial officer and controller. On August 19, 2004, the Company announced that seven individuals with, or who had, significant responsibilities for financial reporting at the line of business and regional levels were terminated for cause. Nortel Networks has demanded from these individuals repayment of any payments made under bonus plans in respect of 2003, including any awards under the SUCCESS Plan. See footnotes (6) and (7) below.

(2)Mr. Dunn did not receive any annual incentive bonus under the SUCCESS Plan with respect to 2003. See footnotes (1), (6) and (7).

(3)Represents the number of restricted stock units issued and settled in respect of restricted stock units allocated under the 2001 program of the Nortel Networks Limited Restricted Stock Unit Plan (or RSU Plan). Restricted stock units allocated in 2001 had a two year performance period that was divided into five shorter performance segments. The performance criteria included resizing activity targets for the first segment, and corporate performance objectives

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