Exhibit 4.6
January 12, 2000
To: Don McIntyre
Sr. Vice-President,
HR, General Counsel and Secretary
From: Jonathan
Wener
Chairman
of the
Compensation Committee
New Executive Termination
Arrangements
The Board
of Directors has approved new executive termination
arrangements
effective immediately. These
arrangements will cover your involuntary
termination of employment
with Mitel Corporation in any circumstance that is
considered to be termination
"without good legal cause" as that term has been
interpreted by the Courts of
the Province of Ontario from time to time. This
will replace both the VP
Termination Policy which had previously applied to your
termination of employment in
the ordinary course of business and the termination
provisions of the
Compensation Agreement dated the 14th of May, 1996 which
applied in the special
circumstance of termination in the event of a Change of
Control as defined in that
document.
Upon your
involuntary termination from employment with Mitel
Corporation
without good legal cause, you
will be provided the following termination package
(net of required
deductions):
A/
payment in
a lump sum of an amount equal to two (2) times your
annual base salary and annual target bonus. (the target bonus
does
not include any special project bonus arrangements). This
payment
will be made within 30 business days following the date
of
termination;
B/
payment of
two (2) years regular annual contributions to the
Executive Pension Plan ( Deferred Contribution Pension Plan
and
Supplemental Retirement Plan) paid annually with the first
payment
within 30 business days following the date of termina
