MITEL NETWORKS CORP - FORM 10-K/A

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EX-31.2 - EX-31.2 - MITEL NETWORKS CORP	d898694dex312.htm
EX-32.2 - EX-32.2 - MITEL NETWORKS CORP	d898694dex322.htm
EX-31.1 - EX-31.1 - MITEL NETWORKS CORP	d898694dex311.htm
EX-32.1 - EX-32.1 - MITEL NETWORKS CORP	d898694dex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-34699

MITEL NETWORKS CORPORATION

(Exact name of Registrant as specified in its charter)

Canada

3661

98-0621254

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

350 Legget Drive

Ottawa, Ontario

Canada K2K 2W7

(613) 592-2122

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Shares, no par value		NASDAQ Global Market
		Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The aggregate market value of the shares of the registrant’s common stock held by non-affiliates on June 30, 2014 (the last business day of the registrant’s most recently completed second fiscal quarter) was $718,008,526.

As of March 17, 2015, there were 100,160,689 common shares outstanding.

EXPLANATORY NOTE

Mitel Networks Corporation (the “Company”) qualifies as a foreign private issuer for purposes of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead of filing annual and periodic reports on forms available for foreign private issuers, the Company filed an annual report on Form 10-K and is filing this Amendment No.1 to that report on Form 10-K/A (this “Report”) and has been filing and expects to continue to file annual and quarterly reports on Form 10-K and Form 10-Q, respectively, and current reports on Form 8-K.

As a Canadian foreign private issuer, the Company prepares and files its management information circulars and related materials in accordance with Canadian corporate and securities law requirements. As the Company’s management information circular is not prepared and filed pursuant to Regulation 14A, the Company may not incorporate by reference information required by Part III of this Report from its management information circular.

The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“2014 Form 10-K”) on February 26, 2015. In reliance upon and as permitted by Instruction G(3) to Form 10-K, the Company is filing this Amendment No. 1 on Form 10-K/A in order to include in the 2014 Form 10-K the Part III information not previously included in the 2014 Form 10-K.

This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the 2014 Form 10-K and, unless otherwise noted herein, has not been modified or updated other than the inclusion of Part III information. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with the 2014 Form 10-K and the Company’s other filings with the SEC.

In this Amendment No. 1 on Form 10-K/A, Mitel Networks Corporation is referred to as “Mitel”, “we”, “us”, “our”, “our corporation”, or “the corporation.” References to “GAAP” mean generally accepted accounting principles in the United States.

All dollar amounts quoted in this Report are provided in the United States dollars, unless otherwise stated.

All references to websites contained herein do not constitute incorporation by reference of information contained on such websites and such information should not be considered part of this document.

MITEL NETWORKS CORPORATION

2014 FORM 10–K/A ANNUAL REPORT

TABLE OF CONTENTS


PART III

Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	6
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21
Item 13.	Certain Relationships and Related Transactions, and Director Independence	22
Item 14.	Principal Accounting Fees and Services	26

PART IV

Item 15.	Exhibits and Financial Statement Schedules	27
Signatures		28

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table sets forth information with respect to our directors and executive officers as of March 17, 2015. Unless otherwise indicated below, the business address for each of our directors and executive officers is 350 Legget Drive, Ottawa, Ontario, Canada K2K 2W7.


Name and Place of Residence	Age	Position	Director or Officer Since	Principal Occupation

Dr. Terence H. Matthews Ottawa, Ontario, Canada	71	Chairman of the Board Member of the Nominating & Governance Committee	February 16, 2001	Chairman, Wesley Clover International Corporation

Richard D. McBee Dallas, Texas, United States	51	President and Chief Executive Officer and Director	January 19, 2011	President and Chief Executive Officer, Mitel

Peter D. Charbonneau (1) Ottawa, Ontario, Canada	61	Lead Director, Chairman of the Audit Committee, Chairman of the Nominating & Governance Committee	February 16, 2001	Independent Corporate Director

Benjamin H. Ball San Francisco, California, United States	49	Director, Chairman of the Compensation Committee, Member of the Nominating & Governance Committee	October 23, 2007	Partner, Francisco Partners Management, LLC

Andrew J. Kowal (2) San Francisco, California, United States	37	Director, Member of the Nominating & Governance Committee	July 2, 2009	Partner, Francisco Partners Management, LLC

John P. McHugh (3) Newcastle, California, United States	54	Director, Member of Audit Committee, Member of Nominating & Governance Committee	March 12, 2010	General Manager and Senior Vice President, NETGEAR, Inc.

Anthony P. Shen Toronto, Ontario, Canada	58	Director	January 31, 2014	Corporate Director

Francis N. Shen Toronto, Ontario, Canada	56	Director	January 31, 2014	Corporate Director

David M. Williams Toronto, Ontario, Canada	73	Director, Member of Audit Committee, Member of the Compensation Committee, Member of Nominating & Governance Committee	January 31, 2014	Independent Corporate Director

Steven E. Spooner Ottawa, Ontario, Canada	56	Chief Financial Officer	June 20, 2003	Chief Financial Officer, Mitel

Graham Bevington Chepstow, Wales, United Kingdom	55	Executive Vice President and Regional President	June 28, 2006	Executive Vice President and President EMEA, Mitel


Name and Place of Residence	Age	Position	Director or Officer Since	Principal Occupation

Joseph A. Vitalone Irving, Texas, United States	53	Executive Vice President and President Americas	April 1, 2013	Executive Vice President and President Americas, Mitel

Ronald G. Wellard Ottawa, Ontario, Canada	57	Chief Products and Solutions Officer	October 23, 2007	Chief Products and Solutions Officer, Mitel

Jon D. Brinton Peoria, Arizona, United States	50	Executive Vice President and General Manager Mitel Cloud Services	May 1, 2011	Executive Vice President and General Manager, Mitel Cloud Services, Mitel

Thomas Lokar Dallas, Texas, United States	48	Chief Human Resources Officer	January 13, 2014	Chief Human Resources Officer, Mitel

(1)

Mr. Charbonneau routinely invests in and sits as a director on the boards of businesses that are at an early stage of development and that, as a result, involve substantial risks. Mr. Charbonneau was a director of METConnex Inc., which filed a notice of intention to file for bankruptcy protection on September 28, 2006. Mr. Charbonneau resigned from the board of METConnex Inc. in June 2007. Mr. Charbonneau was a director of Trellia Networks Corporation, a portfolio company of Skypoint Telecom Fund II, which filed a proposal under the Canadian Bankruptcy and Insolvency Act that was accepted by the Courts in February, 2011.

(2)

Mr. Kowal routinely invests in and sits as a director on the boards of businesses that are at an early stage of development and that, as a result, involve substantial risks. Mr. Kowal has served as a director of MagnaChip Semiconductor LLC since September 2008. MagnaChip Semiconductor LLC filed for bankruptcy in June 2009.

(3)	Mr. McHugh took a position as Vice President and General Manager of the Enterprise Data Networking Product Unit for Nortel Networks in December, 2008. In January, 2009, Nortel Networks filed for Chapter 11 Bankruptcy protection in Canada, the United States and the United Kingdom.

Executive officers are appointed by the board of directors to serve, subject to the discretion of the board of directors, until their successors are appointed.

Dr. Terence H. Matthews is our founder, our Chairman and a shareholder. Dr. Matthews has been a member of our board of directors since February 16, 2001 and has been involved with us and previously with Mitel Corporation (re-named Zarlink Semiconductor Inc. and acquired by Microsemi Corporation), for over 25 years. In 1972, he co-founded Mitel Corporation and served as its President until 1985 when British Telecommunications plc bought a controlling interest in the company. In 2001, companies controlled by Dr. Matthews purchased a controlling interest in Mitel Corporation’s communications systems division and the “Mitel” trademarks to form Mitel. Between 1986 and 2000, Dr. Matthews founded Newbridge Networks Corporation and served as its Chief Executive Officer and Chairman. Dr. Matthews is also the founder and Chairman of Wesley Clover International Corporation, an investment group with offices in the United Kingdom and Canada with investments in a broad range of next-generation technology companies, real estate and hotels and resorts. In addition, Dr. Matthews is currently Chairman, or serves on the board of directors, of a number of high technology companies including CounterPath Corporation, ProntoForms Corporation and Magor Communications Corporation. Dr. Matthews holds an honors degree in electronics from the University of Wales, Swansea and is a Fellow of the Institute of Electrical Engineers and of the Royal Academy of Engineering. He has been awarded honorary doctorates by several universities, including the University of Wales, Glamorgan and Swansea, and Carleton University in Ottawa. In 1994, he was appointed an Officer of the Order of the British Empire, and in the 2001 Queen’s Birthday Honours, he was awarded a Knighthood. In 2011, he was appointed Patron of the Cancer Stem Cell Research Institute at Cardiff University.

Richard D. McBee, who brings more than 25 years of experience in telecommunications to the Company, was appointed to the role of President and Chief Executive Officer in January 2011. Prior to joining the Company, Mr. McBee served as President of the Communications & Enterprise Group of Danaher Corporation. In this role, he was responsible for annual sales derived from carrier, enterprise, and SMB markets via both direct sales and channel partners. Mr. McBee joined Danaher in 2007 as President, Tektronix Communications, following the acquisition by Danaher of Tektronix. During his 15 years with Tektronix, he held a variety of positions including Senior Vice President and General Manager, Communications Business Unit; Senior Vice President of Worldwide Sales, Service and Marketing; and Vice President of Marketing & Strategic Initiatives. Mr. McBee holds a Master’s Degree in Business Administration from the Chapman School of Business and Economics and graduated from the United States Air Force Academy with a Bachelor of Science in 1986. Mr. McBee serves on the board of the Metroplex Technology Business Council in Texas.

Peter D. Charbonneau is an Independent Corporate Director. Mr. Charbonneau served as a General Partner at Skypoint Capital Corporation, an early-stage technology venture capital firm, a position he held from January 2001 to March 2015. From June 2000 to December 2000, Mr. Charbonneau was an Executive Vice President of March Networks Corporation. Mr. Charbonneau was appointed to our board of directors on February 16, 2001. Prior to his involvement with March Networks Corporation, Mr. Charbonneau spent 13 years at Newbridge Networks Corporation acting in numerous capacities including as Chief Financial Officer, Executive Vice President, President and Chief Operating Officer and Vice Chairman. He also served as a member of Newbridge Networks Corporation’s board of directors between 1996 and 2000. Mr. Charbonneau currently serves on the board of directors of Teradici Corporation. Mr. Charbonneau holds a Bachelor of Science degree from the University of Ottawa and an MBA from University of Western Ontario. He has been a member of the Chartered Professional Accountants of Ontario (and its predecessor, the Institute of Chartered Accountants of Ontario) since 1979 and in June 2003 was elected by the Institute as a Fellow of the Institute in recognition of outstanding career achievements and leadership contributions to the community and to the profession. Mr. Charbonneau also holds the ICD.D certification, having completed the Directors’ Education Program of the Institute of Corporate Directors of Canada.

Benjamin H. Ball is a founding partner of Francisco Partners Management, LLC, which is a leading private equity firm focused exclusively on investing in the information technology market. Mr. Ball focuses primarily on investments in the communications and hardware systems sectors. Mr. Ball was appointed to our board of directors on October 23, 2007. He also serves on the board of directors of Electrical Components International, Inc, WatchGuard Technologies, Inc., Metaswitch Networks, Inc. and WebTrends, Inc. Prior to founding Francisco Partners, Mr. Ball was a Vice President with TA Associates where he led private equity investments in the software, semiconductor and communications segments. Earlier in his career, Mr. Ball worked for AEA Investors, a New York-based private equity firm, and also for the consulting firm of Bain & Company. Mr. Ball holds a Bachelor of Arts degree from Harvard College and an MBA from Stanford Graduate School of Business.

Andrew J. Kowal was appointed to our board of directors on July 2, 2009. Mr. Kowal is a Partner with Francisco Partners Management, LLC and has been with the firm since 2001. Mr. Kowal focuses primarily on investments in the semiconductor and hardware systems sectors. He currently serves on the board of directors of Corsair Components, Ichor Holdings and Source Photonics and previously served on the board of directors of ADERANT Holdings, Inc., Magnachip Semiconductor LLC and Metrologic Instruments, Inc. Prior to joining Francisco Partners in 2001, Mr. Kowal was a member of Princes Gate Investors, the private equity arm of the Institutional Securities Division of Morgan Stanley, where he was responsible for the identification, evaluation and execution of private equity transactions in a variety of industries, including information technology and hardware. Mr. Kowal holds a Bachelor of Science in Economics degree, summa cum laude, from The Wharton School, University of Pennsylvania.

John P. McHugh was appointed to our board of directors on March 12, 2010. Mr. McHugh is an enterprise networking industry veteran with over 30 years of related experience. Since July, 2013, Mr. McHugh has been the Senior Vice President of NETGEAR Inc., a company providing networking, storage and media solutions to consumers, small businesses and service providers. Mr. McHugh is the General Manager of the Commercial Business Unit responsible for sales, channels, marketing, R&D, strategic planning and business development. Prior to this role, Mr. McHugh was the Chief Marketing Officer for Brocade Communications Systems, Inc., a public company which offers data center networking and end-to-end enterprise and service provider networking solutions. Previously, Mr. McHugh was Vice President and General Manager of Nortel Networks Limited’s Enterprise Network Solutions Business Unit and oversaw the restructuring and divestiture of that organization from Nortel. He also served briefly as a consultative executive at Silver Lake Management, L.L.C. where he worked on technology and company evaluations. Mr. McHugh also had a 26-year career at Hewlett-Packard Co., where he held a variety of executive management positions including Vice President and Worldwide General Manager of HP ProCurve. Mr. McHugh was responsible for global operations, sales, channels, marketing, R&D, strategic planning and business development. Mr. McHugh holds a Bachelor of Science in Electrical Engineering and Computer Science from the Rose-Hulman Institute of Technology.

Anthony P. Shen was appointed to our board of directors upon Mitel’s acquisition of Aastra in January 2014. He also held the position of Chief Operating Officer from January 2014 to January 31, 2015. Mr. Anthony Shen brings more than 20 years of experience in telecommunications, most recently as President and co-Chief Executive Officer of Aastra, a role he held from 2005. He co-founded Aastra with Francis Shen and, prior to 2005, held leadership roles at Aastra including Chief Operating Officer and Vice President of Aastra Telecom Inc., a wholly owned subsidiary of Aastra. Prior to his leadership roles at Aastra, Mr. Anthony Shen spent nine years at Owens Corning Fiberglass Corporation in a variety of positions that spanned engineering and product development to marketing. He holds a Bachelor of Applied Science (Engineering Physics) from the University of Toronto, Canada.

Francis N. Shen was appointed to our board of directors upon Mitel’s acquisition of Aastra in January 2014. He also held the position of Chief Strategy Officer from January through to July 31, 2014. Mr. Francis Shen brings more than 20 years of experience in the telecommunication industry. He is a co-founding shareholder of Aastra and led the company and its predecessor aerospace and defense business since its inception in 1983. In 1996, when Aastra became a public company, Mr. Francis Shen served as Chairman and Chief Executive Officer, a position he held until 2005, when he became co-Chief Executive Officer, leading the company with Mr. Anthony Shen. He holds a Master of Applied Science (Aerospace Engineering) granted in 1983 and a Bachelor of Applied Science (Engineering Science) from the University of Toronto, Canada.

David M. Williams was appointed to the board of directors upon Mitel’s acquisition of Aastra in January 2014. He was previously Aastra’s Lead Independent Director and Chair of Aastra’s Compensation Committee. Mr. Williams served as Interim President and Chief Executive Officer of Shoppers Drug Mart Corporation from February 2011 to November 2011. Prior to this, he served as President and Chief Executive Officer of the Ontario Workplace Safety and Insurance Board and held senior executive and finance roles with George Weston Limited and Loblaw Companies Limited, including a term as Chief Financial Officer of Loblaw Companies Limited. Mr. Williams is a director of President’s Choice Bank, Mattamy Homes Corporation and the Chair of the board of directors of Toronto Hydro Corp. and Morrison Lamothe Inc. Mr. Williams is a graduate of the ICD Corporate Governance College and is a member of the Chartered Professional Accountants of Ontario.

Steven E. Spooner joined us in June 2003 as Chief Financial Officer. Mr. Spooner has more than 34 years of financial, administrative and operational experience with companies in the high technology and telecommunications sectors. Between April 2002 and June 2003, he was an independent management consultant for various technology companies. From February 2000 to March 2002, Mr. Spooner was President and Chief Executive Officer of Stream Intelligent Networks Corp., a competitive access provider and supplier of point-to-point high speed managed bandwidth. From February 1995 to February 2000, Mr. Spooner served as Vice President and Chief Financial Officer of CrossKeys Systems Corporation, a publicly traded company between 1997 and 2001. Prior to that, Mr. Spooner was Vice President Finance and Corporate Controller of SHL Systemhouse Inc., also a publicly traded company. He held progressively senior financial management responsibilities at Digital Equipment of Canada Ltd. from 1984 to 1990 and at Wang Canada Ltd. from 1990 to 1992. Mr. Spooner currently serves on the board of Magor Communications Corporation and The Ottawa Hospital Foundation. Mr. Spooner is an honours Commerce graduate of Carleton University. He is a member of the Chartered Professional Accountants of Ontario (successor of the Institute of Chartered Accountants of Ontario) and in 2011 was elected by the Institute as a Fellow of the Institute in recognition of outstanding career achievements and leadership contributions to the community and to the profession and received his FCPA in 2013. Mr. Spooner also holds the ICD.D certification, having completed the Directors’ Education Program of the Institute of Corporate Directors of Canada.

Graham Bevington is our Executive Vice President and President EMEA responsible for all sales and field-service-related activities for Europe, Middle East and Africa. Mr. Bevington has more than 25 years experience in the high-technology industry in sales and management positions. He was previously our Executive Vice President for International Markets, a position he held since 2011, where he was responsible for overseeing the growth and success of the Company in all non-North American regions. Mr. Bevington joined us in 2000 as Managing Director for EMEA. From 1997 until December 1999, he was Managing Director at DeTeWe Limited and prior to that, Mr. Bevington was Sales Director at Shipton DeTeWe Limited from 1986 to 1997.

Joseph A. Vitalone joined us in April 2013 as Executive Vice President and President of the Americas, which encompasses the U.S., Canada, and the Caribbean/Latin America. In this role, he is responsible for both the sales and service components of the business for the Americas. Mr. Vitalone has more than 25 years of sales and business development experience in the telecom and technology industries. Prior to joining Mitel, he held the position of Vice President Channel Management at ShoreTel Inc. since 2012 and also served as Vice President of Sales and Business Development for the Americas during ShoreTel’s IPO. Mr. Vitalone also held senior sales management positions at LifeSize Communications (now Logitech), Polycom, and CoVi Technologies, as well as PictureTel, AT&T Wireless and a previous role at Mitel, where he began his sales career. Mr. Vitalone holds a Bachelor of Arts degree (Public Relations) from Western Kentucky University in Bowling Green, Kentucky.

Ronald G. Wellard is Chief Products and Solutions Officer. He is responsible for the Company’s product operations across all portfolios and platforms, encompassing product management, product marketing, product operations, supply chain, and logistics. He also leads the company’s technical support organization, and guides the company’s technology innovation

initiatives through the Office of the Chief Technology Officer and the research and development organization. Mr. Wellard joined us in December 2003 as Vice President, R&D, and then held the position of Executive Vice-President of Product Development and Operations and Executive Vice President and General Manager Mitel Communications Solutions and Executive Vice President and General Manager Mitel Products and Solutions. Mr. Wellard brings more than 30 years of experience in the telecommunications industry. Prior to joining Mitel, Mr. Wellard was a Vice President at Nortel Networks Corporation and held the position of Product Development Director for Meridian Norstar from 1994 to 1999. Mr. Wellard has a Bachelor of Applied Science, Systems Design Engineering degree from the University of Waterloo, Ontario, Canada. He holds over a dozen patents in varied areas of telecommunications.

Jon D. Brinton is Executive Vice President and General Manager Mitel Cloud Solutions responsible for leading Mitel’s global cloud initiatives and Mitel’s U.S.-based communications services provider, Mitel NetSolutions. Mr. Brinton joined the Company in 1999 through the acquisition of his own corporation, Network Services Agency, Inc. by Inter-Tel Technologies, Inc. (now known as Mitel Technologies, Inc.) Through the years, Mr. Brinton has held various positions within the Company including: General Manager, Mitel Networks Solutions, Vice President of Networks Services, and President of Mitel NetSolutions, Inc. Mr. Brinton holds a Bachelor of Science degree from Grand Canyon University.

Thomas Lokar joined us in January 2014 as Chief Human Resources Officer. Mr. Lokar has more than 18 years of experience in the technology sector and brings to the company deep expertise in organization effectiveness, talent management, and employee development from his previous time at several Fortune 500 companies. Prior to joining the company, Mr. Lokar worked for Hewlett-Packard as Vice President of Human Resources for Enterprise Services, Global Outsourcing, and Application Services. Prior to that, he spent six years at AOL as Senior Vice President of HR Products, Platforms, and Technology Development, before leaving to become president and co-founder of an online career management and talent management start-up. Mr. Lokar has also worked at Bristol Myers Squibb in leadership development, as well as spent seven years in management consulting. He holds a PhD in Industrial and Organizational Psychology from Kansas State University. He earned his BA from the University of Detroit.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officers (as defined under the 1933 Act as noted above), and shareholders owning more than 10% of any class of a company’s outstanding equity shares (other than certain banks, investment funds and other institutions holding securities for the benefit of third parties or in customer fiduciary accounts) to file reports of ownership and changes of ownership with the SEC. Section 16(a) does not apply to us because we are a foreign private issuer under U.S. securities laws.

Code of Ethics

We have established a Code of Business Conduct, or Code, which applies to all of our officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code may be obtained, without charge, either on-line at http://investor.mitel.com/governance.cfm or, upon request, by contacting the “Global Business Ethics and Compliance Office” of the Company at 350 Legget Drive, Ottawa, Ontario, Canada, K2K 2W7, phone number: 613-592-2122.

Audit Committee

The Company’s board of directors has an audit committee. Our audit committee is comprised of Messrs. Peter Charbonneau (Chair), John McHugh and David Williams. Our board of directors has determined that each of these directors meets the independence requirements of the rules and regulations of the Nasdaq and the SEC and the independence requirements of Canadian securities rules. The board of directors has determined that each of these directors is financially literate. Peter Charbonneau (Chair) has been identified as an “audit committee financial expert” as such term is defined by applicable U.S. securities laws.

The principal duties and responsibilities of our audit committee are to assist our board of directors in discharging its oversight of:

•

the integrity of our financial statements and accounting and financial process and the audits of our financial statements;

•

our compliance with legal and regulatory requirements;

•

our external auditor’s qualifications and independence;

•

the work and performance of our financial management, internal auditor and external auditor; and

•

our system of disclosure controls and procedures and system of internal controls regarding finance, accounting, legal compliance, risk management and ethics established by management and our board.

Our audit committee has access to all books, records, facilities and personnel and may request any information about our Company as it may deem appropriate. It also has the authority to retain and compensate special legal, accounting, financial and other consultants or advisors to advise the committee.

Our audit committee also reviews and approves related party transactions and prepares reports for the board of directors on such related party transactions.

All members of the audit committee have experience reviewing financial statements and dealing with related accounting and auditing issues. Each current member of the audit committee has the following relevant education and experience:

•

Peter Charbonneau is an independent corporate director. He served as a general partner in Skypoint Capital Corporation, an early-stage technology venture capital firm from January 2001 to March 2015. He previously served as the Chief Financial Officer and Chief Operating Officer of Newbridge Networks Corporation. Mr. Charbonneau currently sits on the audit committee for Teradici Corporation. Mr. Charbonneau has also served as a director and audit committee member at other companies, including CBC/Radio-Canada, Telus Corporation, BreconRidge Corporation, Cambrian Systems, Inc., CounterPath, March Networks Corporation, ProntoForms Corporation and Jennerex, Inc. From 1977 to 1986, Mr. Charbonneau worked as an accountant at Deloitte LLP (as it is now known). Mr. Charbonneau holds a Bachelor of Science from the University of Ottawa, an MBA from the University of Western Ontario and is a Fellow of the Chartered Professional Accountants of Ontario. Mr. Charbonneau also holds the ICD.D certification, having completed the Directors’ Education Program of the Institute of Corporate Directors of Canada.

•

John McHugh is the General Manager and Senior Vice President, Commercial Business Unit of NETGEAR, Inc. Prior to his current role, Mr. McHugh was the Chief Marketing Officer for Brocade Communications Systems, Inc. Prior to that, Mr. McHugh held Vice President and General Manager roles at Nortel Networks and Hewlett-Packard Company. In his capacity as an executive of each of these companies, Mr. McHugh has held leadership roles in R&D, Marketing and Manufacturing, as well as having over 17 years of experience in General Management including management of cash and capital usage, evaluating business opportunities and acquisitions with significant capital structure and cash flow analysis. Mr. McHugh holds a Bachelor of Science in Electrical Engineering and Computer Science from Rose-Hulman Institute of Technology.

•

David Williams serves on the board of directors of several Canadian companies. He served as Interim President and Chief Executive Officer of Shoppers Drug Mart Corporation from February 2011 to November 2011. Prior to this, Mr. Williams served as President and Chief Executive Officer of the Ontario Workplace Safety and Insurance Board and held senior executive and finance roles with George Weston Limited and Loblaw Companies Limited, including a term as Chief Financial Officer of Loblaw Companies Limited. Mr. Williams is a director of President’s Choice Bank, Mattamy Homes Corporation and the Chair of the board of directors of Toronto Hydro Corp. and Morrison Lamothe Inc. Mr. Williams is a graduate of the ICD Corporate Governance College and is a member of the Chartered Professional Accountants of Ontario.

For additional information regarding the education and experience of each member of the audit committee relevant to the performance of his duties as a member of the audit committee see Item 10 “Directors, Executive Officers and Corporate Governance—Executive Officers and Directors”.

Item 11.

Executive Compensation

As a foreign private issuer in the United States, we are deemed to comply with this Item if we provide information required by Items 6.B and 6.E.2 of Form 20-F in this Report. Accordingly, we are not required to disclose executive compensation according to the requirements of Regulation S-K that are applicable to U.S. domestic issuers; however, we attempt to comply with the spirit of those rules when possible and to the extent that they do not conflict with required Canadian disclosure.

Compensation Committee

Our board of directors has established a compensation committee, the purpose of which is to assist our board of directors in establishing fair and competitive compensation and performance incentive plans. Our compensation committee is currently comprised of Messrs. Benjamin Ball (Chair) and David Williams. Mr. Williams was appointed to the committee in March 2014. Our board of directors has determined that each of these directors meets the independence requirements of the rules and regulations of the Nasdaq and the SEC and the independence requirements of Canadian securities rules. The compensation committee is responsible for annually reviewing the compensation of our directors, our chief executive officer and certain other senior executives. To ensure an objective process for determining compensation, the compensation committee considers a variety of pre-determined, objective criteria and consults with independent third-party advisers. In each case, the committee reviews the compensation received in the most recent period and assesses its appropriateness in the context of the responsibilities and performance of the individuals and industry trends. On this basis, the committee makes its annual compensation recommendations to the board.

In addition to making compensation recommendations to the board, the committee administers our 2006 Equity Incentive Plan and our 2014 Equity Incentive Plan and may periodically recommend the adoption of other incentive compensation plans. The committee also conducts annual reviews of our succession plan, reviews our policies regarding loans to directors and senior officers and monitors and maintains our insider trading policy. To fulfill its mandate, the committee is empowered to retain legal, accounting, financial and other professionals. It is also entitled to full access to our books and records and may require our directors, officers and employees to provide information deemed necessary by the committee to fulfill its mandate.

Compensation Committee Interlocks and Insider Participation

There were no reportable interlocks or insider participation affecting the Company’s compensation committee during the year ended December 31, 2014. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Report with management of the Company and, based on such review and discussion, the compensation committee recommended to the board of directors that the information set forth under “Compensation Discussion and Analysis” below be included in this Report.

Respectfully submitted,

Compensation Committee

Benjamin Ball, Chair

David Williams

Compensation Discussion & Analysis

Director Compensation

Except as noted below, all non-employee directors received role-based fees that are paid quarterly as set forth below:


Annual service on the board of directors (other than Chair)	$	40,000
Annual service as Chair of the board of directors	$	115,000
Annual service as member of the audit committee (other than Chair)	$	15,000
Annual service as Chair of the audit committee	$	25,000
Annual service as a member of the compensation committee (other than Chair)	$	10,000
Annual service as Chair of the compensation committee	$	15,000
Annual service as a member of the nominating and corporate governance committee (other than Chair)	$	8,000
Annual service as Chair of the nominating and corporate governance committee	$	12,000
Annual service on the board of directors		10,000 stock options
Initial grant for new directors		5,000 stock options

A director is reimbursed for any out-of-pocket expenses incurred in connection with attending board or committee meetings, as well as Canadian tax return preparation fees for non-Canadian directors.

Richard McBee who is an executive of Mitel, does not receive annual service retainers or fees for serving as a director. Francis Shen, who was an executive of Mitel until July 31, 2014, received a retainer fee pro-rated for the remainder of the year. Anthony Shen resigned as an executive of Mitel on January 31, 2015 and did not receive annual service retainers or fees for serving as a director in 2014.

For the year ended December 31, 2014, each non-employee director could elect to receive up to $40,000 of the above retainers in cash. The remaining balance must be received in the form of stock options, as set out below. Stock options were granted pursuant to either the 2006 Equity Incentive Plan or 2014 Equity Incentive Plan.

Options to acquire 609,276 common shares were exercised by directors during the year ended December 31, 2014, including 259,112 options exercised by Jean-Paul Cossart and Henry Perret, each of whom resigned from the board on January 31, 2014.

The compensation committee has reviewed directors’ compensation for the year ended December 31, 2014 and following years. In 2014, the committee retained Radford (an AON Consulting Company), or Radford, for assistance to ensure that our directors compensation packages remain competitive within our industry.

There are no loans or other indebtedness outstanding from the Company or any subsidiary to any of its directors, nor has any director received any financial assistance from the Company or any subsidiary.

In accordance with our Insider Trading Policy, a director is not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. The following table sets forth a summary of compensation earned during the year ended December 31, 2014 by our non-executive directors:


Name	Fees earned ($)		Share- based awards ($)		Option- based awards ($)		Non- equity incentive plan awards ($)		Pension value ($)		All other compensation ($)	Total ($)
Benjamin H. Ball(1)		40,000		—		23,000		—		—	—		63,000
Peter D. Charbonneau		40,000		—		37,000		—		—	—		77,000
Jean-Paul Cossart(2)		10,000		—		5,750		—		—	—		15,750
Andrew J. Kowal (1)		40,000		—		8,000		—		—	—		48,000
Terence H. Matthews		—		—		115,000		—		—	—		115,000
John P. McHugh		—		—		63,000		—		—	—		63,000
Henry L. Perret(3)		10,000		—		5,750		—		—	—		15,750
Anthony P. Shen (4)		—		—		—		—		—	—		—
Francis N. Shen(5)		10,000		—		—		—		—	—		10,000
David Williams(6)		40,000		—		58,100		—		—	—		98,100

(1)	Stock options granted in connection with Mr. Ball and Mr. Kowal acting as directors of the Company were granted to Francisco Partners Management, LLC of which Mr. Ball and Mr. Kowal are partners.

(2)	Stock options granted in connection with Mr. Cossart acting as a director of the Company were granted to Scivias S.a.r.l., a company in which Mr. Cossart is a shareholder. Mr. Cossart resigned from the Board of Directors on January 31, 2014.

(3)	Mr. Perret resigned from the Board of Directors on January 31, 2014.

(4)	Mr. Anthony Shen joined the Board on January 31, 2014 and held the position of Chief Operating Officer until January 31, 2015. Mr. Shen did not receive fees for his role as a director in 2014.

(5)	Mr. Francis Shen joined the Board on January 31, 2014 but held an executive position with the Corporation until July 31, 2014, after which he received director fees.

(6)	Mr. Williams joined the Board on January 31, 2014.

On March 31, 2015, the Board approved a new compensation plan for directors to be effective commencing in the first quarter of fiscal 2015. Non-employee directors will receive role-based fees paid quarterly as disclosed above. Changes from fiscal 2014 are as follows:

•

the fee for annual service on the Board has been increased from $40,000 to $50,000 per year;

•

the annual equity award grant has increased from 10,000 stock options to 10,000 stock options and 10,000 restricted stock units;

•

the initial equity grant for new directors has increased from 5,000 stock options to 45,000 stock options; and

•

whereas in previous years a director could elect to receive up to a maximum of $40,000 per annum in cash compensation with the balance of fees paid in the form of stock options, directors can now elect to receive their per annum fees in the form of all cash compensation, a mix of cash and equity-based compensation (stock options and restricted stock units), or all equity-based compensation (stock options and restricted stock units).

Equity-based grants to directors are split evenly in value between stock options and restricted stock units, using the Black-Scholes valuation methodology.

Nasdaq Corporate Governance Rules

Rule 5620(c) of the Nasdaq corporate governance rules generally requires that a listed company’s by-laws provide for a quorum for any meeting of the holders of the company’s common shares of at least 33-1/3% of the company’s outstanding common shares.

Pursuant to the Nasdaq corporate governance rules we, as a foreign private issuer, have elected to comply with practices that are permitted under Canadian law in lieu of the provision of Rule 5620(c). Our by-laws provide that a quorum of shareholders is present at a meeting of our shareholders if the holders of at least 25% of the shares entitled to vote at the meeting are present in person or represented by proxy, provided that a quorum shall be not less than two persons.

Executive Officer Compensation

Our compensation program for executive officers is designed to attract, retain, motivate and engage highly skilled and experienced individuals who excel in their field. The objective of the program is to focus our executives on the key business factors that affect shareholder value.

Compensation for executive officers is comprised primarily of three main components:

•

base salary;

•

annual or short-term incentive plans; and

•

long-term incentive plans.

We set cash and equity compensation based on compensation paid to executives at comparable companies. Our compensation committee reviews executive officers’ overall compensation packages on an annual basis.

We retain independent compensation consultants from time to time to assist in determining executive compensation packages. The nature and scope of the services rendered by the consultants include:

•

assisting in identifying members of our peer group for comparison purposes;

•

helping to determine compensation levels at the peer group companies;

•

providing advice regarding executive compensation best practices and market trends;

•

assisting with the redesign of any compensation program, as needed;

•

preparing for and attending selected management or committee meetings; and

•

providing advice throughout the year.

In 2014, the Compensation Committee retained Radford to provide survey data and other benchmark information related to trends and competitive practices in executive compensation. As noted above under “Director Compensation”, Radford also assisted us in reviewing our director compensation package. Radford was originally retained by us in April 2006. Executive and director compensation related fees billed by Radford to the Company in the year ended December 31, 2014, and the eight months ended December 31, 2013 (“Transition Year”), and years ended April 30, 2013 and 2012 were $51,400, $6,700, nil and $62,000, respectively. The reference market used to benchmark executive compensation included companies who operate in a similar industry segment to us. The comparable companies used to benchmark our executive compensation included ADTRAN, Inc., Aruba Networks, Inc., CAE Inc., Ciena Corporation, Comtech Telecommunications Corp., Constellation Software, Inc., Finisar Corporation, Infinera Corporation, JDS Uniphase Corporation, MacDonald, Dettwiler and Associates Ltd., Netgear, Inc., NeuStar, Inc., Plantronics, Inc., Polycom, Inc., Riverbed Technology, Inc., Super Micro Computer Inc. and ViaSat Inc. Our compensation committee set our executive officers’ total overall cash compensation at a level that was at or near the 50^th percentile of the cash compensation paid to executives with similar roles at comparable companies. Equity compensation was also targeted at the 50^th percentile of comparable companies.

Our compensation committee applies the following criteria in determining or reviewing recommendations for compensation for executive officers in order to ensure an objective assessment of our executives’ compensation:

Base Salaries. Individual salaries are determined by each officer’s experience, expertise, performance and expected contributions to the Company. Our compensation committee uses industry studies and comparables for reference purposes to assist in setting a range of base salaries for positions, however, these studies and comparables are only one factor that is reviewed in determining base salary for each executive officer position.

Annual or Short-Term Incentive Plans. We utilize cash bonuses to reward the achievement of corporate objectives and to recognize individual performance. The amount of annual performance incentive or “at risk” component of an executive officer’s compensation increases with the level of responsibility and impact that the executive officer has had and can have on our overall performance. Our CEO provides the compensation committee with an assessment of each executive’s performance annually.

For the year ended December 31, 2014, the named executive officers, or NEOs, consisted of: Richard D. McBee, CEO; Steven E. Spooner, CFO; Graham Bevington, Executive Vice President and President EMEA; Ronald G. Wellard, Chief Products and Solutions Officer; and Joseph A. Vitalone, Executive Vice President and President Americas. The annual performance incentive targets for the year ended December 31, 2014 for our NEOs ranged between 50% and 120% of base salary. The financial objective for Mr. McBee, Mr. Spooner and Mr. Wellard consists of Adjusted EBITDA for the Company. The financial objectives for Mr. Bevington and Mr. Vitalone include annual revenue and contribution margin for their respective regions. The targets for the financial objectives were established by our compensation committee and approved by the board of directors.

Our board and the compensation committee assess the risks associated with the structuring of our NEO’s respective compensation arrangements to ensure that none of the arrangements encourages a particular NEO or group of NEOs to take undue risk on behalf of the Company to maximize their respective compensation. The various elements of our NEO compensation packages are given appropriate weighting to ensure that there is commonality across the compensation arrangements of our NEOs while structuring incentive arrangements to incent particular NEOs within their respective spheres of influence, whether based on the performance of the Company as a whole or the performance of the region for which the NEO has responsibility.

Long-Term Incentive Plans. Our compensation committee believes that equity-based long-term incentive compensation is a fundamental component of our executives’ compensation program. Grants of options and restricted stock units under our equity incentive plans assist us in retaining employees and attracting critical key talent by providing individuals with an opportunity for capital investment in the Company. In addition, the granting of equity-based compensation, in the form of stock options, or restricted stock units (or a mix of both), ensures that the interests of our executive officers are aligned with those of our shareholders. Equity-based compensation is granted primarily to the extent of the individual’s responsibility and performance and are also granted to attract new executive officers and to recognize job promotions.

Our CEO recommends levels of equity-based compensation awards, including stock options and restricted stock units, for our NEOs to our compensation committee based on skills, responsibilities and performance. Previous grants of stock options and/or restricted stock units are also taken into consideration. Our compensation committee approves grants of stock options and/or restricted stock units after discussion and analysis of the material provided to them.

During the year ended December 31, 2014, there were 415,000 stock options granted to the NEOs at strike prices ranging from $9.96 to $10.11 per share and restricted stock units awarded for 184,500 common shares. During the year ended December 31, 2014, there were 283,959 stock options exercised by the NEOs, at strike prices ranging from $3.75 to $5.16 per share.

There are no loans or other indebtedness outstanding from the Company or any subsidiary to any of its executive officers nor has any executive officer received any financial assistance from the Company or any subsidiary.

In accordance with our Insider Trading Policy, an NEO is not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO. The following table sets forth a summary of compensation paid during the year ended December 31, 2014 (“2014”), Transition Year (“T2013”) and fiscal year 2013 (“F2013”) to our NEOs:

Summary Compensation Table


Name and Principal Position	Year		Salary ($)⁽¹⁾		Non-equity annual incentive plan ($)		Option- based Awards ($)		Share- based Awards ($)		Pension Value ($)⁽²⁾		All Other Compensation ($)	Total($)
Richard D. McBee		2014		696,154		1,513,008		1,172,500		1,166,694		—	18,000		4,566,356
Chief Executive Officer (3)		T2013		440,000		813,600		131,250		—		—	12,000		1,396,850
		F2013		660,000		509,752		191,000		—		—	18,000		1,378,752

Steven E. Spooner		2014		412,805		481,593		351,750		349,806		9,848	22,793		1,628,595
Chief Financial Officer (4)		T2013		281,258		286,650		1,147,500		—		2,813	7,706		1,725,927
		F2013		436,185		247,360		191,000		—		4,477	11,958		890,980

Graham Bevington		2014		291,696		221,530		186,700		116,265		27,173	100,196		943,560
Executive Vice President and Regional President (5)		T2013		160,668		129,202		52,500		—		16,978	14,064		373,412
Executive Vice President and Regional President (5)		F2013		243,258		187,156		57,300		—		22,167	20,640		530,521

Ronald G. Wellard		2014		322,410		331,957		117,250		116,265		3,338	15,598		906,818
Chief Products and Solutions Officer(6)		T2013		213,833		139,640		70,000		—		2,138	6,622		432,233
Chief Products and Solutions Officer(6)		F2013		331,314		128,190		124,150		—		3,384	7,972		595,010

Joseph A. Vitalone		2014		327,409		210,464		117,250		116,265		6,746	9,268		787,402
Executive Vice President and President Americas (7)		T2013		246,000		107,238		175,000		—		—	5,333		533,571
Executive Vice President and President Americas (7)		F2013		25,231		10,000		—		—		—	667		35,898

(1)

Compensation to Mr. Spooner and Mr. Wellard is paid in Canadian dollars, but converted to U.S. dollars at the average rate for the relevant period. The Canadian dollar salaries for 2014, T2013 and F2013 are as follows: Mr. Spooner (2014—C$453,143, T2013—C$292,000 and F2013—C$438,000), and Mr. Wellard (2014—C$353,915, T2013—C$222,000 and F2013—C$333,000).

Compensation to Mr. Bevington is paid in British pounds sterling but converted to U.S. dollars at the average rate for the relevant period. The British pounds sterling salary for 2014, T2013 and F2013 for Mr. Bevington is as follows: 2014—£176,300, T2013—£102,667 and F2013—£154,000.

(2)	Pension value for Mr. Spooner, Mr. Wellard and Mr. Vitalone consists of contributions to a defined contribution plan. Pension value for Mr. Bevington consists of contributions under a defined benefit plan up to November 2012, and contributions to a defined contribution plan thereafter.

(3)	Mr. McBee did not receive compensation in his role as a director. All Other Compensation for Mr. McBee is in respect of a car allowance.

(4)	All Other Compensation for Mr. Spooner is in respect of a car allowance and insurance premiums.

(5)	All Other Compensation for Mr. Bevington is primarily in respect of relocation and a car allowance.

(6)	All Other Compensation for Mr. Wellard is primarily in respect of a car allowance.

(7)	All Other Compensation for Mr. Vitalone is primarily in respect of a car allowance. Mr. Vitalone joined Mitel in April 2013.

Options Outstanding

The following table sets forth information regarding options for the purchase of common shares outstanding as of December 31, 2014 to our directors and NEOs. The closing price of our common shares on the Nasdaq December 31, 2014 was $10.69 per share.


Name	Number of securities underlying unexercised options⁽¹⁾		Vested Options		Unvested Options		Option Exercise Price		Option Expiration Date		Value of unexercised in- the-money options		Number of shares or units of shares that have not vested		Market or payout value of share-based awards that have not vested
Terence H. Matthews		18,038		18,038		—	$	3.06		6-Dec-19	$	137,629.94		—	$	—
Chairman		18,313		18,313		—	$	3.94		7-Mar-20	$	123,612.75		—	$	—
		18,313		18,313		—	$	3.80		1-Jul-20	$	126,176.57		—	$	—
		16,290		16,290		—	$	4.64		5-Sep-20	$	98,554.50		—	$	—
		10,146		10,146		—	$	9.58		12-Dec-20	$	11,262.06		—	$	—
		9,329		9,329		—	$	8.79		5-Feb-21	$	17,725.10		—	$	—
		9,281		9,281		—	$	10.83		20-May-21	$	—		—	$	—
		9,281		9,281		—	$	9.96		14-Aug-21	$	6,775.13		—	$	—
		9,816		9,816		—	$	9.96		13-Nov-21	$	7,165.68		—	$	—
Peter C. Charbonneau		32,668		32,668		—	$	6.50		16-Sep-17	$	136,878.92		—	$	—
Vice Chairman		20,441		20,441		—	$	4.00		7-Jul-18	$	136,750.29		—	$	—
		10,083		10,083		—	$	3.29		7-Sep-18	$	74,614.20		—	$	—
		8,756		8,756		—	$	3.05		23-Dec-18	$	66,895.84		—	$	—
		8,756		8,756		—	$	3.44		7-Mar-19	$	63,481.00		—	$	—
		10,550		10,550		—	$	4.22		26-Jun-19	$	68,258.50		—	$	—
		10,544		10,544		—	$	2.61		6-Sep-19	$	85,195.52		—	$	—
		10,819		10,819		—	$	3.06		6-Dec-19	$	82,548.97		—	$	—
		10,338		10,338		—	$	3.94		7-Mar-20	$	69,781.50		—	$	—
		10,338		10,338		—	$	3.80		1-Jul-20	$	71,228.82		—	$	—
		6,782		6,782		—	$	4.64		5-Sep-20	$	41,031.10		—	$	—
		4,960		4,960		—	$	9.58		12-Dec-20	$	5,505.60		—	$	—
		4,778		4,778		—	$	8.79		5-Feb-21	$	9,078.20		—	$	—
		4,682		4,682		—	$	10.83		20-May-21	$	—		—	$	—
		4,682		4,682		—	$	9.96		14-Aug-21	$	3,417.86		—	$	—
		4,854		4,854		—	$	9.96		13-Nov-21	$	3,543.42		—	$	—
Benjamin H. Ball		62,200		62,200		—	$	6.50		16-Sep-17	$	260,618.00		—	$	—
Director (2)		28,336		28,336		—	$	4.00		7-Jul-18	$	189,567.84		—	$	—
		21,250		21,250		—	$	3.29		7-Sep-18	$	157,250.00		—	$	—
		18,819		18,819		—	$	3.05		23-Dec-18	$	143,777.16		—	$	—
		18,131		18,131		—	$	3.44		7-Mar-19	$	131,449.75		—	$	—
		22,343		22,343		—	$	4.22		26-Jun-19	$	144,559.21		—	$	—
		21,569		21,569		—	$	2.61		6-Sep-19	$	174,277.52		—	$	—
		20,194		20,194		—	$	3.06		6-Dec-19	$	154,080.22		—	$	—
		20,263		20,263		—	$	3.94		7-Mar-20	$	136,775.25		—	$	—
		20,263		20,263		—	$	3.80		1-Jul-20	$	139,612.07		—	$	—
		8,588		8,588		—	$	4.64		5-Sep-20	$	51,957.40		—	$	—
		7,061		7,061		—	$	9.58		12-Dec-20	$	7,837.71		—	$	—
		6,909		6,909		—	$	8.79		5-Feb-21	$	13,127.10		—	$	—
		6,828		6,828		—	$	10.83		20-May-21	$	—		—	$	—
		6,828		6,828		—	$	9.96		14-Aug-21	$	4,984.44		—	$	—
		6,972		6,972		—	$	9.96		13-Nov-21	$	5,089.56		—	$	—


Name	Number of securities underlying unexercised options⁽¹⁾			Vested Options		Unvested Options		Option Exercise Price		Option Expiration Date		Value of unexercised in- the-money options		Number of shares or units of shares that have not vested		Market or payout value of share-based awards that have not vested
Andrew J. Kowal		62,200			62,200		—	$	6.50		16-Sep-17	$	260,618.00		—	$	—
Director (2)		28,336			28,336		—	$	4.00		7-Jul-18	$	189,567.84		—	$	—
		21,250			21,250		—	$	3.29		7-Sep-18	$	157,250.00		—	$	—
		18,819			18,819		—	$	3.05		23-Dec-18	$	143,777.16		—	$	—
		18,131			18,131		—	$	3.44		7-Mar-19	$	131,449.75		—	$	—
		22,343			22,343		—	$	4.22		26-Jun-19	$	144,559.21		—	$	—
		21,569			21,569		—	$	2.61		6-Sep-19	$	174,277.52		—	$	—
		20,194			20,194		—	$	3.06		6-Dec-19	$	154,080.22		—	$	—
		20,263			20,263		—	$	3.94		7-Mar-20	$	136,775.25		—	$	—
		20,263			20,263		—	$	3.80		1-Jul-20	$	139,612.07		—	$	—
		8,588			8,588		—	$	4.64		5-Sep-20	$	51,957.40		—	$	—
		7,061			7,061		—	$	9.58		12-Dec-20	$	7,837.71		—	$	—
		6,909			6,909		—	$	8.79		5-Feb-21	$	13,127.10		—	$	—
		6,828			6,828		—	$	10.83		20-May-21	$	—		—	$	—
		6,828			6,828		—	$	9.96		14-Aug-21	$	4,984.44		—	$	—
		6,972			6,972		—	$	9.96		13-Nov-21	$	5,089.56		—	$	—
John P. McHugh		33,276			33,276		—	$	6.50		16-Sep-17	$	139,426.44		—	$	—
Director		12,124			12,124		—	$	4.00		7-Jul-18	$	81,109.56		—	$	—
		12,167			12,167		—	$	3.29		7-Sep-18	$	90,035.80		—	$	—
		9,238			9,238		—	$	3.05		23-Dec-18	$	70,578.32		—	$	—
		10,200			10,200		—	$	3.44		7-Mar-19	$	73,950.00		—	$	—
		11,008			11,008		—	$	4.22		26-Jun-19	$	71,221.76		—	$	—
		12,675			12,675		—	$	2.61		6-Sep-19	$	102,414.00		—	$	—
		11,713			11,713		—	$	3.06		6-Dec-19	$	89,370.19		—	$	—
		10,475			10,475		—	$	3.94		7-Mar-20	$	70,706.25		—	$	—
		10,475			10,475		—	$	3.80		1-Jul-20	$	72,172.75		—	$	—
		9,213			9,213		—	$	4.64		5-Sep-20	$	55,738.65		—	$	—
		6,356			6,356		—	$	9.58		12-Dec-20	$	7,055.16		—	$	—
		6,071			6,071		—	$	8.79		5-Feb-21	$	11,534.90		—	$	—
		6,215			6,215		—	$	10.83		20-May-21	$	—		—	$	—
		6,215			6,215		—	$	9.96		14-Aug-21	$	4,536.95		—	$	—
		6,508			6,508		—	$	9.96		13-Nov-21	$	4,750.84		—	$	—
Francis N. Shen		—			—		—	$	—		—	$	—		—	$	—
Chief Strategy Officer
David M. Williams		9,721			9,721		—	$	10.83		20-May-21	$	—		—	$	—
Director		4,595			4,595		—	$	9.96		14-Aug-21	$	3,354.35		—	$	—
		4,850			4,850		—	$	9.96		13-Nov-21	$	3,540.50		—	$	—
Richard D. McBee		500,000	(3)		—		500,000	$	5.16		19-Jan-16	$	—		500,000	$	2,765,000.00
Chief Executive Officer		1,500,000	(4)		1,313,999		93,751	$	5.16		19-Jan-18	$	7,266,414.47		93,751	$	518,443.03
		100,000			18,750		37,500	$	4.22		26-Jun-19	$	121,312.50		37,500	$	242,625.00
		75,000			14,125		46,875	$	3.80		1-Jul-20	$	97,321.25		46,875	$	322,968.75
		250,000			31,250		218,750	$	10.11		3-Apr-21	$	18,125.00		218,750	$	126,875.00
Anthony P. Shen		—			—		—	$	—		—	$	—		—	$	—
Chief Operating Officer
Steven E. Spooner		25,000			25,000		—	$	8.79		15-Jul-17	$	47,500.00		—	$	—
Chief Financial Officer		150,000			9,375		28,125	$	4.00		7-Jul-18	$	62,718.75		28,125	$	188,156.25
		100,000			12,500		37,500	$	4.22		26-Jun-19	$	80,875.00		37,500	$	242,625.00
		50,000			6,250		31,250	$	3.80		1-Jul-20	$	43,062.50		31,250	$	215,312.50
		400,000			100,000		300,000	$	5.73		9-Oct-20	$	496,000.00		300,000	$	1,488,000.00
		75,000			9,375		65,625	$	10.11		3-Apr-21	$	5,437.50		65,625	$	38,062.50


Name	Number of securities underlying unexercised options⁽¹⁾		Vested Options		Unvested Options		Option Exercise Price		Option Expiration Date		Value of unexercised in- the-money options		Number of shares or units of shares that have not vested		Market or payout value of share-based awards that have not vested
Graham Bevington		30,000		30,000		—	$	8.79		15-Jul-17	$	57,000.00		—	$	—
Executive Vice President,		50,000		—		9,375	$	4.00		7-Jul-18	$	—		9,375	$	62,718.75
President, EMEA		30,000		18,750		11,250	$	4.22		26-Jun-19	$	121,312.50		11,250	$	72,787.50
		30,000		11,250		18,750	$	3.80		1-Jul-20	$	77,512.50		18,750	$	129,187.50
		25,000		3,125		21,875	$	10.11		3-Apr-21	$	1,812.50		21,875	$	12,687.50
		15,000		937		14,063	$	9.96		14-Aug-21	$	684.01		14,063	$	10,265.99
Joseph A. Vitalone		100,000		22,500		62,500	$	3.80		1-Jul-20	$	155,025.00		62,500	$	430,625.00
Executive Vice President,		25,000		3,125		21,875	$	10.11		3-Apr-21	$	1,812.50		21,875	$	12,687.50
President, Americas
Ronald G. Wellard		30,000		30,000		—	$	8.79		15-Jul-17	$	57,000.00		—	$	—
Chief Products and Solutions Officer,		100,000		60,416		19,584	$	4.00		7-Jul-18	$	404,183.04		19,584	$	131,016.96
General Manager		65,000		40,625		24,375	$	4.22		26-Jun-19	$	262,843.75		24,375	$	157,706.25
Mitel Communications		40,000		7,500		25,000	$	3.80		1-Jul-20	$	51,675.00		25,000	$	172,250.00
Solutions		25,000		3,125		21,875	$	10.11		3-Apr-21	$	1,812.50		21,875	$	12,687.50

(1)	Each stock option award was granted pursuant to our 2006 Equity Incentive Plan, 2014 Equity Incentive Plan or, in the case of Mr. McBee, as an inducement (as described in note 4 below). All of these stock options are unexercised.

(2)	The stock options granted to Francisco Partners Management, LLC have been reflected next to the names of Mr. Ball and Mr. Kowal, who are partners of Francisco Partners Management, LLC. An aggregate of 296,554 options have been granted to Francisco Partners Management, LLC.

(3)

Represents performance-based stock options granted under the 2006 Equity Incentive Plan. The stock options vest as follows: 25% of the options vest on the trigger date and the remainder vest monthly over an 18-month period following the trigger date. The trigger date is defined as the date that is one month following the month in which the five-day average trading price of the common shares on The Nasdaq Global Market is equal to or greater than $16.80 per share. All unexercised options expire on the earlier of 24 months after the trigger date or five years from the date of grant.

(4)

515,175 of the stock options granted to Mr. McBee as a component of his employment compensation, have been granted as an inducement, material to his entering into employment with us. These inducement options will vest on the same vesting schedule as regular options granted under the 2006 Equity Incentive Plan. These options are outside of the pool of stock options available for grant under the 2006 Equity Incentive Plan, the 2014 Equity Incentive Plan and all other security-based compensation arrangements of the Company.

Restricted Stock Units Outstanding for Executive Officers and Directors

The following table sets forth information regarding restricted stock units for common shares granted as of December 31, 2014 to our directors and NEOs. The closing price of the common shares on the Nasdaq on December 31, 2014 was $10.69 per share.


Name	Number of securities underlying unexercised restricted stock units(1)		Number of shares or units of shares that have not vested		Market or payout value of share- based awards that have not vested
Richard D. McBee		115,400		115,400	$	1,233,626
Chief Executive Officer
Steven E. Spooner		34,600		34,600	$	369,874
Chief Financial Officer
Graham Bevington		11,500		11,500	$	122,935
Executive Vice President, President, EMEA
Joseph A. Vitalone		11,500		11,500	$	122,935
Executive Vice President, President, Americas
Ronald G. Wellard		11,500		11,500	$	122,935
Chief Products and Solutions Officer

Incentive Plan Awards – Value Vested or Earned During the Year

The following table lists, with respect to each of our NEOs and directors, the value of all option-based and share-based awards that have vested, and all non-equity incentive plan compensation earned, during the year ended December 31, 2014.


Name	Equity-based awards - Value vested during the Year ended December 31, 2014 ($)(1)(2)		Share-based awards - Value vested during the Year ended December 31, 2014 ($)		Non-equity incentive plan compensation - Value earned during the Year ended December 31, 2014 ($)(3)
Richard D. McBee		1,858,969		—		1,513,008
Steven E. Spooner		1,078,954		—		481,593
Graham Bevington		161,178		—		221,530
Joseph A.Vitalone		151,422		—		146,763
Ronald G. Wellard		347,740		—		331,957
Benjaimin H. Ball		484		—		—
Peter D. Charbonneau		334		—		—
Jean-Paul Cossart(4)		274		—		—
Andrew J. Kowal		484		—		—
Terence H. Matthews		653		—		—
John McHugh		425		—		—
Henry L. Perret(4)		274		—		—
Anthony P. Shen(5)		—		—		—
Francis N. Shen(6)		—		—		—
David M. Williams		—		—		—

(1)	Represents the total value of options that vested during the year ended December 31, 2014. The values were calculated using the closing price of our common shares on the Nasdaq on the date the options vested (or if the option vested on a non-trading day, the next trading day).

(2)	Starting June 29, 2011, stock options granted to Board members vested immediately upon grant.

(3)	Represents the total value of annual cash incentive awards for the year ended December 31, 2014. These amounts are also reported in the Summary Compensation Table.

(4)	Mr. Cossart and Mr. Perret resigned from the Board on January 31, 2014.

(5)	Mr. A. Shen held the position of Chief Operating Officer until January 31, 2015 and was paid in accordance with a consulting services agreement.

(6)	Mr. F. Shen held the position of Chief Strategy Officer from January 31, 2014 until July 31, 2014 and was paid in accordance with a consulting services agreement.

Equity Incentive and Other Compensation Plans

2006 Equity Incentive Plan

The Company adopted an equity incentive plan on September 7, 2006, or the 2006 Equity Incentive Plan.

The 2006 Equity Incentive Plan was established to assist in attracting, retaining and motivating employees, directors, officers and consultants through performance related incentives. The 2006 Equity Incentive Plan provided flexibility and choice in the types of equity compensation awards, including options, deferred share units, restricted stock units, performance share units and other share-based awards. Prior to March 5, 2010, the 2006 Equity Incentive Plan provided that, unless otherwise determined by our compensation committee, one-quarter of the common shares that an option holder is entitled to purchase become eligible for purchase on each of the first, second, third and fourth anniversaries of the date of grant, and that options expire on the fifth anniversary of the date of grant. The 2006 Equity Incentive Plan was amended on March 5, 2010 such that, unless otherwise determined by our compensation committee, any options granted after that date will vest as to one-sixteenth of the common shares that an option holder is entitled to purchase on the date which is three months after the date of grant and on each subsequent quarter, and that options expire on the seventh anniversary of the date of grant. The 2006 Equity Incentive Plan provides that in no event may an option remain exercisable beyond the tenth anniversary of the date of grant.

As of March 17, 2015, options to acquire 5,840,526 common shares and 284,950 restricted stock units were granted and outstanding under the 2006 Equity Incentive Plan. During the year ended December 31, 2014, the Company granted options to acquire 1,093,919 common shares and 315,400 restricted stock unit awards were granted under the 2006 Equity Incentive Plan. During the year ended December 31, 2014, 1,403,789 options vested and no restricted stock units vested under the 2006 Equity Incentive Plan. Shares subject to outstanding awards under the 2006 Equity Incentive Plan which lapse, expire or are forfeited or terminated will no longer become available for grants under this plan. Instead, after May 8, 2014, all new equity grants must be made under the 2014 Equity Incentive Plan (described below), which became effective on May 8, 2014.

2014 Equity Incentive Plan

The Corporation adopted the 2014 Equity Incentive Plan (the “2014 Equity Incentive Plan”) on May 8, 2014. The 2014 Equity Incentive Plan provides that the Compensation Committee is authorized to determine the individuals to whom equity awards will be granted, the number of common shares subject to equity grants and other terms and conditions of equity grants. Other than the number of shares available for grant under the 2014 Equity Incentive Plan and the term of the 2014 Equity Incentive Plan, the 2014 Equity Incentive Plan is substantially similar to the 2006 Equity Incentive Plan. In particular, the 2006 Equity Incentive Plan contained an “evergreen” provision in which the number of Common shares authorized for issuance under the 2006 Equity Incentive Plan increased by 3% on each of March 5, 2011, 2012 and 2013. In contrast, the number of common shares authorized for issuance under the 2014 Equity Incentive Plan is fixed at 8,900,000 common shares. The 2014 Equity Incentive Plan will expire no later than 2024.

As of March 17, 2015, options to acquire 234,328 common shares and 389,000 restricted stock unit awards were granted under the 2014 Equity Incentive Plan. During the year ended December 31, 2014, we granted options to acquire 239,100 common shares and 395,000 restricted stock units under the 2014 Equity Incentive Plan and options to acquire 107,420 common shares vested under the 2014 Equity Incentive Plan. During the year ended December 31, 2014, there were no vested restricted stock units under the 2014 Equity Incentive Plan.

Inducement Options

On January 19, 2011, Richard McBee was granted stock options to acquire 515,175 common shares as a component of his employment compensation. These stock options were granted as an inducement material to his entering into employment with us and will vest on the same vesting schedule as options granted under the 2006 Equity Incentive Plan. These options are outside of the pool of stock options available for grant under the 2006 Equity Incentive Plan, the 2014 Equity Incentive Plan and all other security-based compensation arrangements. As of March 17, 2015, all of these options were outstanding.

Total Equity Awards Outstanding

As of March 17, 2015, options to acquire 6,590,029 common shares and 673,950 restricted stock units under the 2006 Equity Incentive Plan and 2014 Equity Incentive Plan and 515,175 inducement options granted to Mr. McBee were issued and outstanding, representing approximately 7% of our outstanding common shares.

Pension and Retirement Plans

We maintain defined contribution pension plans that cover a number of our employees. We contribute to defined contribution pension plans based on a percentage, as specified in each plan, of participating employees’ pensionable earnings.

The following table sets forth, for each NEO, information regarding defined contribution pension amounts credited to or earned by the NEO during or as at the end of the year ended December 31, 2014.

Defined Contribution Plan Table


Name	Accumulated value at start of year $		Compensatory $		Non- compensatory ⁽¹⁾ $		Accumulated value at year end $
Richard D. McBee		—		—		—		—
Steven E. Spooner		89,471		9,848		394		99,713
Graham Bevington		73,458		27,173		56,843		157,474
Ronald G. Wellard		44,901		3,338		730		48,969
Joseph A. Vitalone		—		6,746		457		7,203

(1)	Includes the effect of foreign exchange, where applicable.

There were no material accrued obligations at the end of the year ended December 31, 2014 pursuant to our defined contribution pension plans.

We currently maintain a defined benefit pension plan for certain of our past and present employees in the United Kingdom. The plan was closed to new employees in June 2001. The plan was closed to new service in November 2012. The defined benefit plan provides pension benefits based on length of service up to November 2012 and final average earnings. The pension costs are actuarially determined using the projected benefits method pro-rated on services and management’s best estimate of the effect of future events. Pension plan assets are valued at fair value. As of December 31, 2014, the $265.3 million projected benefit obligation exceeded the fair value of the defined benefit plan assets of $174.1 million, resulting in a pension liability of $91.2 million.

Defined Benefits Plan Table

Name

Number
of years
credited
service

Annual benefits
payable

Accrued
obligation
at start of
fiscal year
$

Compensatory
change
$

Non-
compensatory
change ⁽¹⁾
$

Accrued
obligation
at fiscal
year end
$

At year
end
$

At age
65
$

Graham Bevington

13 years

39,534

732,044

—

119,005

851,049

(1)	Includes the effect of foreign exchange, where applicable.

For the purposes of our pension plan in the United Kingdom, the age of retirement is 65 years. There are provisions for early retirement starting at 55 years with the benefit decreasing for each of the years retired before 65 years. This value is determined by the plan actuary. There is no policy for granting additional years of service or additional credit of service. In November 2012, the defined benefit plan was closed to new service. Since November 2012, Mr. Bevington receives amounts under a defined contribution plan, as disclosed above.

Employment Arrangements

Richard D. McBee. Rich McBee is employed as our CEO. Effective as of January 13, 2011, we executed an Employment Agreement with Mr. McBee. Mr. McBee is employed for an indefinite term, subject to termination in accordance with the terms of his employment agreement. If Mr. McBee’s employment is terminated by us without cause, or if, in the event of a “change of control” (as such term is defined in his employment agreement) of the Company we either terminate Mr. McBee’s employment without cause or Mr. McBee ends his employment relationship with us, in either case within 12 months of such change of control, he will receive a severance payment totaling 24 months’ salary and bonus compensation (paid over a 24-month period), plus benefit continuation and, except in the event of a change of control, continued vesting of options for the same period. For the year ended December 31, 2014, Mr. McBee received a base salary of $696,154, equity awards, a monthly car allowance of $1,500, fuel and maintenance reimbursement for one vehicle and he participated in our standard employee benefit plans. Mr. McBee was also entitled to receive an annual targeted bonus payment of 120% of base salary, dependent upon the achievement of business goals and subject to the approval of the compensation committee of our board of directors. Mr. McBee’s employment agreement contains provisions addressing confidentiality, non-disclosure, non-competition and ownership of intellectual property.

Steven E. Spooner. Steve Spooner is employed as our CFO, reporting to our President and CEO. Effective as of March 12, 2010, we executed an Amended and Restated Employment Agreement with Mr. Spooner under which he is employed for an indefinite term, subject to termination in accordance with its terms. If Mr. Spooner’s employment is terminated by us without cause, or if, in the event of a “change of control” (as such term is defined in his employment agreement) of the Company we either terminate Mr. Spooner’s employment without cause or Mr. Spooner ends his employment relationship with us, in either case within 12 months of such change of control, he will receive a severance payment totaling 18 months’ salary and bonus compensation (paid over an 18-month period), plus benefit continuation and, except in the event of a change of control, continued vesting of options for the same period. Upon death or disability, Mr. Spooner is entitled to a lump sum payment of one year’s total salary plus bonus and, in addition, accelerated vesting of 25% of any remaining unvested options. For the Year ended December 31, 2014, Mr. Spooner received a base salary of C$453,143, equity awards, a monthly car allowance of C$1,000, fuel and maintenance reimbursement for one vehicle and he participated in our standard employee benefit plans. Mr. Spooner is also entitled to receive an annual bonus payment in an amount determined by the compensation committee of our board of directors, in its sole discretion. Mr. Spooner’s employment agreement contains provisions addressing confidentiality, non-disclosure, non-competition and ownership of intellectual property.

Graham Bevington. Graham Bevington is employed as our Executive Vice President and Regional President, reporting to our President and CEO. Mr. Bevington is employed for an indefinite term, subject to termination in accordance with the terms of his employment letter agreement, as amended. If Mr. Bevington is terminated without cause, he will receive a severance payment totaling a minimum of six months’ notice of termination. For the year ended December 31, 2014, Mr. Bevington received a base salary of £176,300, equity awards, a monthly car allowance of £896, fuel and maintenance reimbursement for one vehicle and he participated in our standard employee benefit plans. Mr. Bevington is also entitled to receive an annual bonus payment related to his achievement of defined targets. Mr. Bevington’s employment agreement contains provisions addressing confidentiality, non-disclosure, non-competition and ownership of intellectual property.

Ronald G. Wellard. Ron Wellard is employed as our Chief Products and Solutions Officer, reporting to the President and CEO. Effective as of March 12, 2010, we executed an Amended and Restated Employment Agreement with Mr. Wellard. Mr. Wellard is employed for an indefinite term, subject to termination in accordance with the terms of his employment agreement, as amended. If Mr. Wellard’s employment is terminated by us without cause, or if, in the event of a “change of control” (as such term is defined in his employment agreement) of the Company we either terminate Mr. Wellard’s employment without cause or Mr. Wellard ends his employment relationship with us for “Good Reason” (as that term is defined in his employment agreement), in either case within 12 months of such change of control, he will receive a severance payment totaling 12 months’ salary and bonus compensation (paid over a 12-month period), plus benefit continuation and, except in the event of a change of control, continued vesting of options for the same period. Upon death or disability, Mr. Wellard is entitled to a lump sum payment of one year’s total salary plus bonus and, in addition, accelerated vesting of 25% of any remaining unvested options. For the year ended December 31, 2014, Mr. Wellard received a base salary of C$353,914, equity awards, a monthly car allowance of C$667, fuel and maintenance reimbursement for one vehicle and he participated in our standard employee benefit plans. Mr. Wellard is also entitled to receive an annual bonus payment in an amount determined by the compensation committee of our board of directors, in its sole discretion. Mr. Wellard’s employment agreement contains provisions addressing confidentiality, non-disclosure, non-competition and ownership of intellectual property.

Joseph A. Vitalone. Joseph A. Vitalone is employed as our Executive Vice President and President Americas, reporting to the President and CEO. Mr. Vitalone is employed for an indefinite term, subject to termination in accordance with the terms of his employment agreement. If Mr. Vitalone’s employment is terminated by us without cause, he will receive a severance payment totaling 12 months’ salary and bonus compensation (paid over a 12-month period), plus benefit continuation. For the year ended December 31, 2014, Mr. Vitalone received a base salary of $327,409, equity awards, a monthly car allowance of $667, fuel and maintenance reimbursement for one vehicle and is also entitled to receive an annual bonus payment related to his achievement of defined targets.

Potential Payments upon Termination or Change of Control

Information regarding payments to the NEOs in the event of a termination or a change in control may be found in the table below. This table sets forth the estimated amount of payments each NEO would be entitled to receive upon the occurrence of the indicated event, assuming that the event occurred on December 31, 2014 and using average exchange rates for the year ended December 31, 2014. The salary payments are calculated based on the salaries stated in the employment agreements of each NEO as of December 31, 2014. Amounts potentially payable under plans which are generally available to all salaried employees, such as health, life and disability insurance, are excluded from the table. Actual payments made at any future date may vary, including the amount the NEO would have accrued under the applicable benefit or compensation plan as well as the price of the common shares.

In the event of retirement, resignation or termination for cause, no salary, benefits or other compensation is payable to an NEO beyond the last effective date of employment and the NEO would only be entitled to exercise options that had already vested or would continue to vest in accordance with the 2014 and 2006 Equity Incentive Plans.


	Termination without Cause				Change of Control
Name	Salary and Bonus^{(1) (2)}		Equity Vesting⁽⁴⁾		Salary and Bonus^{(1) (2)}		Equity Vesting⁽⁵⁾
Richard D. McBee	$	3,290,907	$	8,357,866	$	3,290,907	$	8,774,460
Steven E. Spooner	$	1,055,150	$	2,058,593	$	1,055,150	$	3,001,922
Graham Bevington (3)	$	513,226	$	280,818	$	513,226	$	295,453
Ronald G. Wellard	$	499,473	$	1,081,520	$	499,473	$	1,262,855
Joseph A. Vitalone	$	702,572	$	157,743		—	$	163,452

(1)	Please see Item 11 of Part III, “Executive Compensation”—“Compensation Discussion & Analysis”—“Summary Compensation Table” for the salary and bonus payments used in calculating payments on termination without cause or change of control.

(2)	In addition, upon termination without cause or a change of control resulting in termination, each NEO would be entitled to:

•

benefit continuation during the severance or notice periods, as applicable, or where not available, a cash payment in-lieu,

•

a payment equal to car allowance over the applicable period, and

•

in respect of pension, an amount equal to the employer contribution over the applicable period.

In the event of a change of control without termination, each NEO would only be entitled to the indicated payments under “Change of Control”—“Equity Vesting”. No payments for salary or bonus would be payable.

(3)

Mr. Bevington is not subject to the terms and conditions of an executive employment agreement. Payments for salary and bonus are based on the terms of a letter agreement which specifies that each party must provide not less than six months’ notice of termination of employment, or such longer period as may be provided for pursuant to the Employment Protection (Consolidation) Act 1978.

(4)	The amounts related to stock options and other equity awards are based upon the fair market value of the common shares of $10.69 per share as reported on the Nasdaq on December 31, 2014, the last trading day of the Company’s year ended December 31, 2014.

(5)

Upon a change of control, all vested options are paid out at the change of control price. The amounts related to stock options and other equity awards are based upon a value of the common shares of $10.90 per share (change of control price), which is the highest per share price in the 5 trading days prior to December 31, 2014 as reported on the Nasdaq, as required by the plans under which the specific stock options or awards were granted.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our common shares as of March 17, 2015 and shows the number of shares and percentage of outstanding common shares owned by:

•

each person or entity who is known by us to own beneficially 5% or more of our common shares;

•

each member of our board of directors;

•

each of our NEOs; and

•

all members of our board of directors and our executive officers as a group.

Beneficial ownership is determined in accordance with United States Securities and Exchange Commission rules, which generally attribute beneficial ownership of securities to each person or entity who possesses, either solely or shared with others, the power to vote or dispose of those securities. These rules also treat as outstanding all shares that a person would receive upon exercise of stock options or warrants, or upon conversion of convertible securities held by that person that are exercisable or convertible within 60 days of the determination date. Shares issuable pursuant to exercisable or convertible securities are deemed to be outstanding for computing the percentage ownership of the person holding such securities but are not deemed outstanding for computing the percentage ownership of any other person. The percentage of beneficial ownership for the following table is based on 100,160,689 common shares outstanding as of March 17, 2015. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common shares shown as beneficially owned by them.


	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner¹	Number		%
Five Percent Shareholders:
Matthews Group (2)
Dr. Terence H. Matthews		128,145		0.1	%
Kanata Research Park Corporation (formerly known as Wesley Clover Corporation)		8,618,610		8.6	%

Total		8,746,755		8.7	%

Francisco Partners Group (3)
Francisco Partners Management, LLC		348,959		0.4	%
Arsenal Holdco I S.a.r.l.		11,513,135		11.5	%
Arsenal Holdco II S.a.r.l.		4,435,410		4.4	%
Francisco Partners GP II Management (Cayman) Limited		62,470		0.1	%
Francisco Partners GP III Management, LLC		858		0.0	%

Total		16,360,832		16.3	%

NWQ Investment Management (4)		6,593,178		6.6	%
Keeley Asset Management (5)		5,392,808		5.4	%
Fiera Capital Corporation (6)		5,271,736		5.3	%
Executive Officers and Directors:
Dr. Terence H. Matthews (2)		8,746,755		8.7	%
Richard D. McBee		1,602,912		1.6	%
Benjamin H. Ball (3)		16,360,832		16.3	%
Andrew J. Kowal (3)		16,360,832		16.3	%
Peter D. Charbonneau (7)		201,641		0.2	%
John P. McHugh		173,929		0.2	%
Anthony P. Shen		25,000		0.0	%
Francis N. Shen		134,719		0.1	%
David M. Williams		121,438		0.1	%


	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner¹	Number		%
Steven E. Spooner (8)		260,053		0.3	%
Graham Bevington		83,355		0.1	%
Ronald G. Wellard		176,728		0.2	%
Joseph A. Vitalone		37,875		0.0	%

All directors and executive officers as a group (16 persons) (9)		28,046,381		28.0	%

(1)	Except as otherwise indicated, the address for each beneficial owner is c/o Mitel Networks Corporation, 350 Legget Drive, Ottawa, Ontario, Canada, K2K 2W7.

(2)

Includes stock options to acquire 118,707 common shares that are currently exercisable and 8,618,610 common shares owned by Kanata Research Park Corporation, or KRPC. Dr. Matthews has voting and investment power over the common shares owned by KRPC and therefore beneficially owns the common shares held by KRPC.

(3)

Includes 16,064,278 common shares and stock options to acquire 296,554 common shares that are exercisable. Benjamin Ball and Andrew Kowal, both partners of Francisco Partners Management, LLC, have voting and investment power over the common shares owned by each of Francisco Partners, Arsenal Holdco I S.a.r.l., Arsenal Holdco II S.a.r.l., Francisco Partners GP II Management (Cayman) Limited and Francisco Partners GP III Management, LLC and therefore beneficially own the common shares held by each of these entities. The address for each of the Francisco Partners Group, Benjamin Ball and Andrew Kowal is c/o Francisco Partners Management, LLC One Letterman Drive, Building C—Suite 410, San Francisco, California, 94129.

(4)	The number of shares is based on the shareholder’s Schedule 13G filed with the SEC as at January 29, 2015. The address for NWQ Investment Management is 2049 Century Park East, 16^th Floor, Los Angeles, CA, 90067.

(5)	The number of shares is based on the shareholder’s Schedule 13G/A filed with the SEC as at February 9, 2015. The address for Keeley Asset Management is 111 W. Jackson Blvd., Suite 810, Chicago, IL, 60604.

(6)	The number of shares is based on shareholder’s Schedule 13G/A filed with the SEC as at February 12, 2015. The address for Fiera Capital Corporation is 1501 McGill College Avenue, Suite 800, Montreal, QC, H3A 3M8.

(7)

Of this total, 2,019 common shares are registered to Peter Charbonneau Trust #2, a trust of which Mr. Charbonneau is the sole trustee, and 13,927 common shares are registered to Mr. Charbonneau’s wife, Joan Charbonneau, for which he disclaims beneficial ownership. Includes options to acquire 164,031 common shares from us at exercise prices ranging from $2.61 to $10.83.

(8)	Of this total, 5,100 common shares are registered to the Spooner Children Trust, a trust of which Mr. Spooner is one of three trustees, 8,650 vested restricted stock units, and 176,562 common shares issuable upon the exercise of options at exercise prices ranging from $3.80 to $10.11.

(9)	In calculating this total, the common shares held by Mr. Ball and held by Mr. Kowal have been counted only once, as all such shares are held by and through the Francisco Partners Group.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Transactions Involving Related Parties

The audit committee of our board of directors reviews and approves related party transactions between us and persons or entities that are deemed to be related parties to us to ensure that the terms are fair and reasonable to us and to ensure that corporate opportunities are not usurped. The audit committee provides a report to our board of directors that includes:

•

a summary of the nature of the relationship with the related party and the significant commercial terms of the transaction, such as price and total value;

•

the parties to the transaction;

•

an outline of the benefits to us of the transaction;

•

whether terms are at market and whether they were negotiated at arm’s length; and

•

for related party transactions involving our officers or directors, whether there has been any loss of a corporate opportunity.

Set forth below is a description of material related party transactions.

Kanata Research Park Corporation (KRPC)

We lease our Ottawa-based headquarters facilities from KRPC, a corporation wholly-owned by our chairman Dr. Matthews. We negotiated a lease in October 2010 under terms and conditions that management believes reflected then-current market rates. The lease had an initial term of five years and three months ending on February 15, 2016 and could be renewed at our option for an additional five years.

In November 2013, we amended the lease for our Ottawa-based headquarter facilities. The amendment did not result in any material changes to the terms of the lease other than the extension of the lease for an additional five years, two months, such that the lease term now expires on April 30, 2021. We have also been granted an option to extend the lease term for an additional five year period, at then-current market rates.

The lease contains property reinstatement terms which have not been accrued at this time as the amount is not estimable. The lease contains certain changes in the rental rate over the term of the lease. During the year, we recorded lease payments for base rent and operating costs of $5.0 million. At December 31, 2014, balances payable relating to the lease totaled nil.

We made other purchases from KRPC, arising in the normal course of business, of $2.2 million for the year ended December 31, 2014 related to leasehold improvements and similar costs at the Ottawa-based headquarters facilities. At December 31, 2014, balances payable relating to the leasehold improvements totaled $0.2 million.

Other Parties Related to Dr. Matthews

We have entered into technology transfer, technology licensing and distribution agreements with certain companies related to Dr. Matthews under terms reflecting what management believes were prevailing market conditions at the time the agreements were entered into. These companies develop technology that we integrate with, distribute or sell alone or as part of our own products. In the normal course of business, we may enter into purchase and sale transactions with other companies related to Dr. Matthews under terms reflecting what management believes are then-prevailing market conditions.

We made sales to and purchases from other companies related to Dr. Matthews, arising in the normal course of business, of $1.3 million and $2.4 million, respectively, for the year. The balances receivable and payable at December 31, 2014 as a result of these transactions were $0.4 million and $0.4 million, respectively.

Registration Rights

In connection with our financing of the acquisition of Inter-Tel in 2007, we entered into a registration rights agreement dated August 16, 2007 with a number of our shareholders, including the Francisco Partners Group, Dr. Matthews and Wesley Clover Corporation (now known as Kanata Research Park Corporation). The registration rights agreement, or the Registration Rights Agreement, was amended and restated as of the date of closing of our IPO. The Registration Rights Agreement provides for the registration of the shares held by such shareholders under the securities laws of the United States and/or the qualification for distribution of the shares held by such shareholders under the securities laws of the provinces and territories of Canada. Mr. Ball and Mr. Kowal are both partners of Francisco Partners Management, LLC. Dr. Matthews is the Chairman of our board.

Shareholders’ Agreement

We, Francisco Partners Management, LLC, Francisco Partners GP II Management (Cayman) Limited and Francisco Partners GP III Management, LLC (the “Francisco Partners Group”) and Dr. Terence H. Matthews and Kanata Research Park Corporation (formerly known as Wesley Clover Corporation) (the “Matthews Group”) are parties to a shareholders’ agreement, or the Shareholders’ Agreement, which became effective at the closing of our IPO. The Shareholders’ Agreement covers matters of corporate governance, restrictions on transfer of our common shares and information rights.

Board Nomination Rights

Pursuant to the terms of the Shareholders’ Agreement, the Francisco Partners Group is entitled to nominate three members of our board of directors, the Matthews Group is entitled to nominate two members of our board of directors, and the number of our board of directors will consist of no more than 10 members. The Shareholders’ Agreement provides that so long as the Francisco Partners Group beneficially owns at least 15% of our outstanding common shares, the Francisco Partners Group may nominate three members of our board of directors; that so long as the Francisco Partners Group beneficially owns at least 10% of our outstanding common shares, the Francisco Partners Group may nominate two members

of our board of directors; and that so long as the Francisco Partners Group beneficially owns at least 5% of our outstanding common shares, the Francisco Partners Group may nominate one member of our board of directors. The Shareholders’ Agreement also provides that so long as the Matthews Group beneficially owns at least 10% of our outstanding common shares, the Matthews Group may nominate two members of our board of directors; and that so long as the Matthews Group beneficially owns at least 5% of our outstanding common shares, the Matthews Group may nominate one member of our board of directors. The Shareholders’ Agreement also provides that each of the Francisco Partners Group and the Matthews Group, to the extent they beneficially own at least 5% of our outstanding common shares, will nominate our CEO to serve as a member of our board of directors. Each of the Francisco Partners Group and the Matthews Group will lose the right to nominate any board members upon either party beneficially owning less than 5% of our outstanding common shares. Each of the Francisco Partners Group and the Matthews Group will agree to vote their shares in favor of the election or removal of the other party’s nominees.

Committee Representation

The Shareholders’ Agreement provides that, for so long as the Francisco Partners Group beneficially owns at least 10% of our outstanding common shares, unless prohibited by U.S. federal securities laws or the Nasdaq rules, the Francisco Partners Group is entitled to designate one member of each committee of our board of directors, other than our audit committee.

Special Approval Rights of the Francisco Partners Group

The Shareholders’ Agreement provides that we may not take certain significant actions without the approval of the Francisco Partners Group, so long as the Francisco Partners Group owns at least 15% of our outstanding common shares. These actions include:

•

amendments to our articles or by-laws;

•

issuance of any securities that are senior to our common shares in respect of dividend, liquidation preference or other rights and privileges;

•

issuance of equity securities or rights, options or warrants to purchase equity securities, with certain exceptions where we issue securities pursuant to our 2006 Equity Incentive Plan, in connection with acquisitions that involve the issuance of less than $25 million of our securities, upon the conversion of our currently outstanding warrants, as consideration paid to consultants for services provided to us, or in connection with technology licensing or other non-equity interim financing transactions;

•

declaring or paying any dividends or making any distribution or return of capital, whether in cash, in stock or in specie, on any equity securities;

•

incurring, assuming or otherwise becoming liable for debt obligations, other than refinancing our debt obligations following the closing of our IPO and the application of the intended use of proceeds, incurring additional indebtedness in connection with our leasing program, or incurring up to $50 million in new indebtedness;

•

mergers, acquisitions, sales of assets or material subsidiaries, or the entering into any joint venture, partnership or similar arrangement that have a value of more than $25 million per such transaction;

•

any change in the number of directors that comprise our board of directors;

•

an amalgamation, merger or other corporate reorganization by the Company with or into any other corporation (other than a short-form amalgamation with a wholly-owned subsidiary); or an agreement to sell or sale of all or substantially all of the assets of the Company or other transaction that has the effect of a change of control of the Company; and

•

any liquidation, winding up, dissolution or bankruptcy or other distribution of the assets of the Company to its shareholders.

All of the provisions of the Shareholders’ Agreement are expressly subject to any requirements as to governance imposed by applicable securities laws and by any exchange on which our securities are listed.

Information Rights

So long as the Francisco Partners Group or the Matthews Group holds at least 10% of our outstanding common shares, such shareholder will have the right to receive from us monthly consolidated financial results, copies of all other financial statements, reports or projections, material information provided to our lenders, and such additional information regarding our financial position or business as such shareholder reasonably requests.

Restrictions on Transfer of our Common Shares

Until such time as a party to the Shareholders’ Agreement holds less than 5% of our outstanding common shares, common shares held by such shareholder shall only be transferrable pursuant to (i) a tag-along or drag-along sale, (ii) a permitted transferee and among the parties to the Shareholders’ Agreement, (iii) transfers in broker’s sales in accordance with Rule 144 under the Securities Act (including its volume and manner of sale limitations) and (iv) pursuant to a registration statement provided for in the Registration Rights Agreement.

The Francisco Partners Group, so long as it owns or controls at least 10% of our outstanding common shares, is entitled to drag the other parties to the Shareholders’ Agreement into a non-affiliated change of control transaction if 50.1% of our outstanding common shares have voted in favor of that transaction or tendered into it. Notwithstanding the foregoing, the Francisco Partners Group’s drag along rights do not apply at any time that the Matthews Group owns or controls a greater percentage of our outstanding common shares than the Francisco Partners Group.

Also, until such time as the Francisco Partners Group has sold or transferred $281.3 million of common shares pursuant to a registration statement or no longer owns at least 10% of our outstanding common shares, the Matthews Group may not sell or transfer more than an aggregate of $50 million of our common shares (measured in gross proceeds and taking into account sales made under Rule 144 under the Securities Act) pursuant to a registration statement. This provision expires automatically on April 27, 2015.

Director Independence

A majority (six of nine) of our directors are considered “independent”, as defined under the Nasdaq rules and for purposes of Canadian securities laws. Our independent directors are Peter Charbonneau, Benjamin Ball, Andrew Kowal, Terence Matthews, John McHugh and David Williams. For purposes of the Nasdaq rules, an independent director means a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. A director is considered to be independent for the purposes of Canadian securities laws if the director has no direct or indirect material relationship to the company. A material relationship is a relationship that could, in the view of the board, be reasonably expected to interfere with the exercise of a director’s independent judgment. Certain individuals, such as employees and executive officers of the Company, are deemed by Canadian securities laws to have material relationships with the Company.

Dr. Matthews was previously considered a non-independent director under relevant Canadian securities laws as he had functioned as an executive officer of the Company discharging his role as chairman on a full-time basis until January 2011. In January 2011, Richard McBee was appointed as our Chief Executive Officer, and Dr. Matthews has, since that time, discharged his role as chairman of the Company on a part-time basis. The audit committee reviews related-party transactions on a quarterly basis and has determined that relationships with companies affiliated with Dr. Matthews are not material and have been at arms-length and therefore the board of directors is satisfied that Dr. Matthews is independent. Our non-independent Company directors are Richard McBee, Anthony Shen and Francis Shen. Our board of directors determined that Richard McBee is non-independent due to his “insider” position as Chief Executive Officer and President of the Company. Mr. Anthony Shen is non-independent due to his previous “insider” position as Chief Operating Officer of the Company. Mr. Francis Shen is non-independent due to his previous “insider” position as Chief Strategy Officer of the Company. Each of Anthony and Francis Shen also held executive positions with Aastra which we acquired on January 31, 2014.

The chairman of our board is Terence Matthews. As chairman, Dr. Matthews’ role is to promote the board’s effectiveness in providing oversight to the Company. In particular, the chairman has the responsibility to:

•

preside over board meetings in an efficient and effective manner that is compliant with governance policies and procedures;

•

in conjunction with the CEO, communicate and maintain relationships with the Company, its shareholders and other stakeholders;

•

set board meeting agendas based on input from directors and senior management;

•

work cooperatively with the lead director in fulfilling the lead director’s mandate and, in the event of a conflict in their duties, yield to the lead director; and

•

carry out other duties, as requested by the board or the CEO.

The board of directors has also appointed a lead director, Peter Charbonneau. The responsibility of the lead director is to provide additional independent leadership to the board and ensure that it functions in an independent manner. Together with the chairman of the board, the lead director ensures that the board understands its responsibilities and communicates effectively with its subcommittees and with management. Our lead director is also chairman of our Nominating and Corporate Governance Committee, of which all of the members are independent. At the regularly scheduled Nominating and Corporate Governance Committee meetings, the lead director ensures that the independent directors have in-camera discussions.

Item 14.

Principal Accounting Fees and Services

External Auditor’s Fees. Deloitte LLP is our auditor. Fees billed by Deloitte LLP to the Company for the year ended December 31, 2014 and the eight months ended December 31, 2013.


	Year Ended December 31, 2014		Eight Months Ended December 31, 2013
Audit fees (1)	$	1,985,000	$	1,374,000
Audit-related fees (2)		194,000		37,000
Tax fees (3)		174,000		21,000
All other fees (4)		101,000		63,000

Total	$	2,454,000	$	1,495,000

(1)

Audit fees relate to professional services rendered for the audit of our annual consolidated financial statements and, as required, the unconsolidated statutory financial statements of certain of our subsidiaries. Audit fees include professional services related to quarterly reviews of our consolidated financial statements.

(2)

Audit-related fees billed by Deloitte LLP primarily relate to valuation assistance and the defined contribution pension plan in Canada and the defined benefit pension plan in the United Kingdom. It also includes fees for accounting consultation, advisory services and the pass-through cost of regulatory fees.

(3)	Tax fees relate to assistance with tax compliance, expatriate tax return preparation, tax planning and various tax advisory services.

(4)	“All other fees” include other non-audit services, including services relating to various filings relating to the acquisition of Aastra.

Pre-approval Policies and Procedures

From time to time, management recommends to and requests approval from the audit committee for audit and non-audit services to be provided by our auditors. The audit committee considers such requests on a quarterly basis and, if acceptable, pre-approves such audit and non-audit services. During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the SEC, and whether the services requested and the fees related to such services could impair the independence of the auditors. Since the implementation of our audit committee pre-approval process in December 2003, all audit and non-audit services rendered by our auditors have been pre-approved by our audit committee.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

Part IV (Item 15) of the 2014 10-K is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1.

(a) 3. Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K)


Exhibit Number		Description

31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

32.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 1, 2015.


MITEL NETWORKS CORPORATION

By:		/s/ STEVEN E. SPOONER
		Steven E. Spooner
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dated indicated.


Signature	Title	Date
/s/ RICHARD D. MCBEE Richard D. McBee	Chief Executive Officer & President (Principal Executive Officer) and Director	April 1, 2015

/s/ DR. TERENCE H. MATTHEWS	Chairman of the Board	April 1, 2015
Dr. Terence H. Matthews

/s/ PETER D. CHARBONNEAU	Director	April 1, 2015
Peter D. Charbonneau

/s/ BENJAMIN H. BALL	Director	April 1, 2015
Benjamin H. Ball

/s/ ANTHONY SHEN	Director	April 1, 2015
Anthony Shen

/s/ ANDREW J. KOWAL	Director	April 1, 2015
Andrew J. Kowal

/s/ FRANCIS SHEN	Director	April 1, 2015
Francis Shen

/s/ JOHN P. MCHUGH	Director	April 1, 2015
John P. McHugh

/s/ DAVID WILLIAMS	Director	April 1, 2015
David Williams

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