Stock Option Exchange Offer Faq

Exhibit (a)(15)


Mitel Networks Corporation - Stock Option Exchange Offer Frequently Asked Questions


This fact sheet contains a brief informal summary of our Stock Option Exchange.


What is this offer and how does it work?


This is a planned voluntary stock option exchange offer. If choosing to participate, employees holding outstanding stock options will receive 1 new option for every 1 option returned and cancelled. Accordingly, the vesting dates and expiration term will be reset next July when the new grants are intended to be issued. The new options will be granted at least six months plus one day from the date of cancellation of the surrendered options. The exercise price of the new options will be equal to 100% of the fair market value of our shares on the date of the new grant. The new options will be governed by the Employee Stock Option Plan currently governing all of our outstanding options.


Why are we doing this?


Our Board and Executive Management, in recognizing employee commitment, wish to provide employees with a more effective incentive program while, at the same time, creating value for our stockholders. The offer is designed to give you the potential to get more value from your options in the future by exchanging your options for ones priced more relative to market conditions.


The offer takes into consideration our strategic direction, shareholder preferences, and U.S. securities and accounting, UK Inland Revenue and Canadian income tax laws and regulations.


Who will be eligible to participate in this program?


All of our employees who have outstanding stock options are eligible to participate. Non-employee members of our Board, consultants and independent advisors are not eligible to participate.


Do I have to participate in the offer?


You do not have to participate in the offer and there will be no repercussions if you choose not to participate. Again, it is entirely up to you but we cannot advise you of what action you should take. We are however endeavoring by the documents we provide and by the meetings we plan to ensure that you have sufficient information to make an informed decision. We do suggest, however, that you consult with your own professional tax and/or investment advisor to decide exactly what is right for you in your particular circumstances.


When do I have to make a decision?


The offer is valid until 23rd January 2004. If by midnight, Eastern Standard Time, on 23rd January 2004, you have taken no action, you will retain your existing stock options and will not have participated in this voluntary offer.


Who approved the offer?


Our Board of Directors and Executive Management approved the offer on the basis that this is an essential step towards rewarding our employees for their outstanding commitment.


Why did we choose this type of program rather than just re-pricing current options or issuing additional options?


Simply re-pricing outstanding options would require us, under applicable financial accounting rules, to recognize significant charges in our financial statements thus having a negative impact on our earnings per share and fair market value of our shares. Granting a large number of additional options without canceling outstanding options would have a dilutive effect to our stockholders and could have a dilutive effect ...