As filed with the Securities and Exchange Commission on March 30, 2006
Registration No. 333-________
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
NOKIA CORPORATION
(Exact name of Registrant as specified in its charter)
Republic of Finland Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Keilalahdentie 4, P.O. Box 226
FIN-00045 NOKIA GROUP
Espoo, Finland
(011) 358-9-18071
(Address and telephone number of Registrant's principal executive offices)
NOKIA PERFORMANCE SHARE PLAN 2006
NOKIA RESTRICTED SHARE PLAN 2006
NOKIA STOCK OPTION PLAN 2005
NOKIA AUXILIARY EQUITY PLAN 2006
(currently comprised of the Nokia Auxiliary Performance Share Plan 2006,
the Nokia Auxiliary Restricted Share Plan 2006,
and the Nokia Auxiliary Stock Option Plan 2006)
(Full title of the plans)
Richard W. Stimson
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
+1 (972) 894-5000
(Name, address and telephone number of agent for service)
Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1 (212) 848 7171
======================================================================================================================
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Price Registration
Security Fee
- ----------------------------------------------------------------------------------------------------------------------
Shares of Nokia Corporation, 5,750,000 (2) 20.255(3) $116,466,250 $12,462
par value EUR 0.06 per share
======================================================================================================================
(1) American Depositary Receipts evidencing American Depositary Shares
("ADSs") issuable on deposit of Shares of Nokia Corporation, par value
EUR 0.06 per share (the "Shares"), have been registered pursuant to a
separate Registration Statement on Form F-6 (Registration No. 333-4920)
and currently are traded on the New York Stock Exchange under the
ticker symbol "NOK." Each ADS represents one Share. Pursuant to Rule
416 under the Securities Act of 1933, as amended (the "Securities
Act"), this Registration Statement on Form S-8 shall also cover any
additional Shares that become deliverable by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration that results in an
increase in the number of outstanding Shares.
(2) Represents an aggregate of 5,750,000 Shares, of which 1,000,000 Shares
are available for future issuance under the Nokia Performance Share
Plan 2006, 750,000 Shares are available for future issuance under the
Nokia Restricted Share Plan 2006, 2,000,000 Shares are available for
future issuance under the Nokia Stock Option Plan 2005 and 2,000,000
Shares are available for issuance under the Nokia Auxiliary Equity Plan
2006 and may be distributed under its sub-plans (currently the Nokia
Auxiliary Performance Share Plan 2006, the Nokia Auxiliary Restricted
Share Plan 2006, and the Nokia Auxiliary Stock Option Plan 2006).
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate is calculated pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, based on the average of the
high and low trading prices ($20.50 and $20.01, respectively) of Nokia
Corporation ADSs on the New York Stock Exchange on March 28, 2006.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- -----------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act, and the "Note" to Part I of
Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference as of their
respective dates in this Registration Statement:
(a) the Registrant's Form 20-F for the fiscal year ended December 31, 2005
(File No. 1-13202), filed on March 2, 2006; and
(b) the description of the Registrant's Shares, par value EUR 0.06 per
share (the "Shares"), registered under Section 12 of the U.S.
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
contained in "Item 9. The Offer and Listing" and "Item 10. Additional
Information," respectively, of the Form 20-F described in, and
incorporated by reference in, paragraph (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement, which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Association of the Registrant contain no provisions
under which any member of the Board of Directors or officers is indemnified in
any manner against any liability which he may incur in his capacity as such.
Article 12 of the Articles of Association of
the Registrant, however, provides inter alia, that the "General Meeting of
Shareholders ... shall take resolutions on ... discharging the members of the
Board of Directors and the President from liability."
The Registrant maintains liability insurance in the amount of the
aggregate of EUR 350 million for its Board of Directors and certain of its
officers. Such persons are insured against liability for "wrongful acts,"
including breach of duty, breach of trust, neglect, error and misstatement.
At present, there is no pending material litigation or proceeding
involving a director or officer of the Registrant where indemnification will be
required or permitted. In addition, the Registrant is not aware of any
threatened material litigation or proceeding that may result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of securities registered hereby, a post-effective amendment to
this Registration Statement which shall include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
5
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
6
Part III
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Helsinki, Republic of Finland on March 30, 2006.
NOKIA CORPORATION
By: /s/ Kaarina Stahlberg By: /s/ Marianna Uotinen-Tarkoma
----------------------------- ------------------------------
Name: Kaarina Stahlberg Name: Marianna Uotinen-Tarkoma
Title: Vice President, Assistant Title: Director, Corporate &
General Counsel Securities Law
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ms. Kaarina Stahlberg and/or Ms. Marianna
Uotinen-Tarkoma his/her true and lawful attorney-in-fact and agent, each acting
alone, each with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign any or all amendments,
including post-effective amendments, and supplements to this Nokia Corporation
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the United States
Securities and Exchange Commission, granting unto said attorney(s)-in-fact and
agent(s) full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorney(s)-in-fact and agent(s), or his/her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on March 30, 2006.
Members of the Board of Directors:
/s/ Paul J. Collins
__________________________________ Vice Chairman, Director
Name: Paul J. Collins
/s/ Georg Ehrnrooth
__________________________________ Director
Name: Georg Ehrnrooth
/s/ Daniel R. Hesse
__________________________________ Director
Name: Daniel R. Hesse
/a/ Dr. Bengt Holmstrom
__________________________________ Director
Name: Dr. Bengt Holmstrom
/s/ Per Karlsson
__________________________________ Director
Name: Per Karlsson
8
/s/ Edouard Michelin
__________________________________ Director
Name: Edouard Michelin
/s/ Jorma Ollila
- ---------------------------------- Chairman of the Board of Directors
Name: Jorma Ollila Chief Executive Officer
/s/ Dame Marjorie Scardino
__________________________________ Director
Name: Dame Marjorie Scardino
/s/ Keijo Suila
__________________________________ Director
Name: Keijo Suila
/s/ Vesa Vainio
__________________________________ Director
Name: Vesa Vainio
President:
/s/ Olli-Pekka Kallasvuo
- ----------------------------------
Name: Olli-Pekka Kallasvuo
Chief Financial Officer (whose functions
include those of Chief Accounting
Officer):
/s/ Richard A. Simonson
- ----------------------------------
Name: Richard A. Simonson
9
Authorized Representative in the United States:
/s/ Richard W. Stimson
- ----------------------------------
Name: Richard W. Stimson
10
EXHIBIT INDEX
Exhibit No. Description of Document
4.1 Articles of Association of the Registrant (English translation)
(incorporated by reference to the Registrant's Form 20-F for the year
ended December 31, 2000 (File No. 1-13202), filed with the Commission
on June 28, 2001).
4.2 Amended and Restated Deposit Agreement dated March 28, 2000 by and
among Nokia Corporation, Citibank, N.A., as Depositary, and the Holders
from time to time of American Depositary Receipts representing American
Depositary Shares issued thereunder (incorporated by reference to
Registrant's Form F-6 Registration Statement (Registration No.
333-11740), filed with the Commission on March 28, 2000).
*4.3 Nokia Performance Share Plan 2006.
*4.4 Nokia Restricted Share Plan 2006.
4.5 Nokia Stock Option Plan 2005 (incorporated by reference to the
Registrant's Form S-8 (Registration No. 333-124700) filed with the
Commission on May 6, 2005).
*4.6 Nokia Auxiliary Equity Plan 2006.
*4.7 Nokia Auxiliary Performance Share Plan 2006.
*4.8 Nokia Auxiliary Restricted Share Plan 2006.
*4.9 Nokia Auxiliary Stock Option Plan 2006.
*5.1 Opinion of Kaarina Stahlberg, VP, Assistant General Counsel of the
Registrant, as to the validity of the shares to be issued pursuant to
the Nokia Performance Share Plan 2006, the Nokia Restricted Share Plan
2006, the Nokia Stock Option Plan 2005, and the Nokia Auxiliary Equity
Plan 2006 (currently comprised of the Nokia Auxiliary Performance Share
Plan 2006, the Nokia Auxiliary Restricted Share Plan 2006 and the Nokia
Auxiliary Stock Option Plan 2006).
*23.1 Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent
Registered Public Accounting Firm.
*23.2 Consent of Kaarina Stahlberg, VP, Assistant General Counsel of the
Registrant (included in Exhibit 5.1).
*24 Power of Attorney (included on signature page).
- ---------------------------
* Filed herewith.
11
NOKIA 1 (8)
EXHIBIT 4.3
TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2006
1. Purpose and Scope of the Plan
The purpose of this Plan is to retain Nokia employees on a
long-term basis, to promote employee's long-term commitment,
and to compensate them for performance measured on a long-term
basis.
The Plan is tied directly to the performance of Nokia Group.
For the purposes of this Plan, the performance is measured
through growth and profitability. The compensation to the
employees under the Plan becomes payable and the financial
benefits of the Plan be materialized only provided that the
pre-determined performance level, measured by Average Annual
Net Sales Growth and EPS growth, is achieved by the end of the
Performance Period.
Various different instruments may be used for the Settlement
under the Plan, including also Nokia Shares. Settlement by
using Nokia Shares is to promote ownership of Nokia Shares by
Nokia employees, and to further align the interests of the
employees with those of the shareholders.
The Plan may result to a grant of a maximum of 32,600,000
Nokia Shares. The Personnel Committee determines the grant
guidelines under the Plan, as well as approves the grants,
within its authorities. Grants may be used to recruit, retain
and motivate selected personnel of Nokia Group.
2. Definitions
Average Annual Net Sales Growth: The Average Annual Net Sales
Growth is an average of the annual net sales growth rates in
the consolidated financial accounts for Nokia Group (IFRS)
during the Performance Period. The Average Annual Net Sales
Growth is one of the two pre-determined financial performance
criteria under the Plan.
Board: Board of Directors of Nokia Corporation.
EPS: Earnings per share (basic, reported) in the consolidated
financial accounts for Nokia Group (IFRS). The EPSs relevant
for this Plan are that for the fiscal year of 2005 and of
2008. EPS growth is one of the two pre-determined financial
performance criteria under the Plan.
Grant Amount: The number of Performance Shares granted to a
Participant. One half of the Grant Amount is the Threshold
Number tied to the EPS growth, and the other half is the
Threshold Number tied to the Average Annual Net Sales Growth.
Grant Amount equals the total of the two Threshold Numbers.
Nokia: Nokia Corporation.
NOKIA 2 (8)
Maximum Number: The number of Performance Shares subject to
the Settlement, if the Maximum Performance is achieved. The
Maximum Number will be determined separately for both of the
performance criteria and it equals four times the Threshold
Number of each performance criterion.
Maximum Performance: The maximum performance level defined for
both performance criteria independently under paragraph 4.2.
Participant: Employees of Nokia Group who have received a
grant of Performance Shares under the Plan.
Performance Shares: The Grant Amount consists of Performance
Shares. Each Performance Share includes a right to receive one
Share or a cash equivalent upon the Settlement, if the
conditions under paragraph 4 are met, and no other
restrictions under these Plan Rules are applicable.
Performance Shares are Shares after the Settlement.
Personnel Committee: Personnel Committee of the Board of
Directors of Nokia.
Performance Period: Three fiscal years starting on January 1,
2006 through December 31, 2008.
Plan: Performance Share Plan 2006 of Nokia Corporation.
Plan Rules: This document as approved by the Board of
Directors.
Settlement: Payment of Shares, or the equivalent in cash, to
the Participants. Nokia may, at its sole discretion, use for
the Settlement one or more of the ways of funding described
under paragraph 6, including cash settlement. Depending on the
way of funding, the Settlement will consist of a transfer and
delivery of a number of Shares to the Participant's
book-entry, brokerage or other account, or a transfer and
delivery of the cash equivalent to the Participant's cash
account.
Settlement Date: A banking day in Helsinki, Finland, that is
as soon as practicable after the end of the Performance
Period, as determined by Nokia. The Settlement Date cannot be
earlier than the first banking day immediately following the
day of the announcement of Nokia's annual results for the
fiscal year 2008.
Share/Shares: Nokia ordinary shares with a par value of EUR
0.06. What is said about Shares under these Plan Rules, is
applicable 'mutatis mutandis' to their cash equivalent.
Threshold Number: The number of Performance Shares to be
settled, if the Threshold Performance is achieved with respect
to at least one of the performance criteria. The Threshold
Number equals one half of the Grant
NOKIA 3 (8)
Amount. One Threshold Number is tied to the EPS growth, and
another is tied to the Average Annual Net Sales Growth.
Threshold Performance: The minimum performance level resulting
in Settlement. Threshold Performance is defined for both of
the performance criteria independently.
3. Grant of Performance Shares
At grant, each Participant will receive a Grant Amount of
Performance Shares.
As precondition for a valid grant, the Participant may be
required to give Nokia such authorizations and consents, as
Nokia deems necessary in order to administer the Plan.
4. Financial Performance Criteria
4.1 General Principles and Frames
Measurement of Nokia's performance during the Performance
Period will be based on the consolidated financial accounts of
Nokia Group (IFRS) as of December 31, 2008, compared to the
consolidated financial accounts of Nokia Group (IFRS) for
2005.
If the Threshold Performance for neither of the two
performance criteria is reached, no Settlement will take
place.
To the extent the Threshold Performance level is achieved or
exceeded as to at least one of the performance criteria, the
number of Performance Shares to be settled will increase
linearly from the Threshold Number up to the Maximum Number.
The total amount of Performance Shares to be settled, if
applicable, may not exceed four times the Grant Amount.
4.2. Threshold Performance and Maximum Performance
The two independent performance criteria are as follows:
(a) Average Annual Net Sales Growth during the Performance
Period: 5% (threshold) and 20% (maximum); and
(b) EPS growth: EPS of EUR 0.96 (threshold) and EUR 1.41
(maximum) in 2008.
The performance will be measured independently for both of
these two performance criteria, which means that the number of
Performance Shares subject to the Settlement, if any, is
determined independently with respect to
NOKIA 4 (8)
(a) the part of the Grant Amount tied to the Average Annual
Net Sales Growth and (b) with respect to the part of the Grant
Amount tied to the EPS growth.
The following table summarizes each performance criterion:
- -------------------- ---------------------- ---------------------- ----------------- ------------------ --------------------
Financial Accounts Performance Period Performance Criterion Threshold Maximum Potential range of
2005 Performance Performance Settlement
- -------------------- ---------------------- ---------------------- ----------------- ------------------ --------------------
EPS EPS for 2008 EUR 0.96 EUR 1.41 Zero to 4 x
Threshold Number
EUR 0.83 related to this
(basic, reported) January 1, 2006 - performance
December 31, 2008 (basic, reported) (or more) criterion
- -------------------- ---------------------- ---------------------- ----------------- ------------------ --------------------
Average Annual Net Zero to 4 x
Sales growth rate Threshold Number
Annual Net Sales January 1, 2006 - during the 5% 20% related to this
EUR 34 191 mio December 31, 2008 Performance Period (or more) performance
(reported) (reported) criterion
- -------------------- ---------------------- ---------------------- ----------------- ------------------ --------------------
5. Measurement and Calculation of Grant Payout
The measurement of Nokia's performance for the purposes of the
Plan shall be made after the end of the Performance Period.
Based on this measurement, the number of Performance Shares to
be settled as Shares or the equivalent amount of cash shall be
calculated.
Nokia shall carry out the measurement and calculation in its
sole discretion.
The calculation of the number of Shares to be settled shall
not result in fractional Shares. The number of Shares shall be
rounded to the nearest whole Share.
6. Settlement
Nokia will arrange the Settlement as soon as practicable after
the end of the Performance Period.
Nokia may, in its sole discretion, use for the Settlement of
the grants one or more of the following: newly issued Shares,
Nokia's own existing Shares (treasury Shares), Shares
purchased from the open market, or, in lieu of Shares, cash
settlement.
NOKIA 5 (8)
On Settlement Date, subject to the fulfilment of the Plan
Rules by the Participant, Nokia will arrange the Settlement,
provided that the Participant has performed all the necessary
actions to enable Nokia to instruct it.
The participants shall not be entitled to any dividend or have
any voting rights or any other rights as a shareholder to the
Shares until and unless the Shares have been transferred to
the Participant on or after the applicable Settlement Date.
7. Changes in employment
If the employment of the Participant with Nokia Group
terminates prior to the end of the Performance Period by the
reason of early retirement, retirement, permanent disability
(as defined by Nokia at its sole discretion) or death, the
Participant retains the right to the Settlement under the
Plan.
If the employment of the Participant with Nokia Group
terminates prior to the end of the Performance Period for any
other reason than those mentioned above, the Participant shall
not be entitled to any Settlement under the Plan.
In cases of voluntary and/or statutory leave of absence of the
Participant, Nokia has the right to defer the end of the
Performance Period and the Settlement Date.
8. Prohibited Transactions
The Participants are not entitled to enter into any derivative
agreement or any other corresponding financial arrangement
relating to the Performance Shares or Shares until the Shares
have been settled and delivered on the Participant's account.
9. Terms of Employment
The grant or Settlement of Performance Shares does not
constitute a term or a condition of the Participant's
employment relationship with Nokia, nor does it form a part of
the Participant's employment contract under applicable local
laws. The Performance Shares, Shares or the cash equivalent
settled under the Plan do not form a part of the Participant's
salary or benefit of any kind.
10. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to
withhold taxes, social security charges or fulfil employment
related and other obligations upon granting of Performance
Shares or when settling them, or when the Shares are disposed
of by the Participants. Nokia shall have the right to
determine how such collection, withholding or other measures
will be arranged or carried out, including but not limited to
a Settlement of a net amount remaining after
NOKIA 6 (8)
fulfilment of such liability or potential sale of the Shares
on behalf of the Participants for the fulfilment of such
liability.
The Participants are personally responsible for any taxes and
social security charges associated with the Performance Shares
and Shares. This includes responsibility for any and all tax
liabilities in multiple countries, if the participant has
resided in more than one country during the Performance
Period. The Participants are advised to consult their own
financial and tax advisers (at their own expense) in
connection with the grant of Performance Shares in order to
verify their tax position.
The Participants are also responsible for any potential
charges debited by financial institutions in connection with
the Settlement of the Shares or any subsequent transactions
related to the Shares.
11. Breach of the Plan Rules
The Participant shall comply with the Plan Rules, as well as
any instructions given by Nokia regarding the Plan from time
to time. If the Participant breaches the Plan Rules and/or any
instructions given by Nokia regarding the Plan, Nokia may at
its discretion, at any time prior to settlement, rescind the
grant.
12. Validity of the Plan
The Plan shall become valid and effective upon the approval by
the Board of Directors. The Board may at any time amend,
modify or terminate the Plan and/or the Plan Rules. The Board
may make such a resolution in its absolute discretion at any
time, including but not limited to situations where required
resolutions by Nokia's Annual General Meeting of Shareholders
are not received.
Such a resolution by the Board may also, as in each case is
determined by the Board, affect the Performance Shares that
are then outstanding, but not settled.
13. Administration
The Plan shall be administered on behalf of Nokia in
accordance with the guidelines approved by the Board or the
Personnel Committee, as the case may be. Nokia has the
authority to interpret, modify and amend these Plan Rules,
approve such other rules and procedures, and take such other
measures, as it shall deem necessary or appropriate for the
administration of the Plan.
Nokia has the right to determine the practical manner of
administration and Settlement of the Performance Shares,
including but not limited to the acquisition, issuance, sale,
and transfer of the Shares to the Participant. Furthermore,
Nokia has the right to require from the Participant the
submission
NOKIA 7 (8)
of such information or contribution that is necessary for the
administration and Settlement of the grants.
14. Governing Law and Settlement of Disputes
The Plan is governed by Finnish law. Disputes arising out of
the Plan shall be settled by arbitration in Helsinki, Finland
in accordance with the Arbitration Rules of the Finnish
Central Chamber of Commerce.
15. Other Provisions
Any notices to the Participants relating to this Plan shall be
made electronically, in writing, or any other appropriate
manner as determined by Nokia.
The grant by Nokia to some Participants may be limited and/or
subject to additional, specific terms and conditions due to
laws and other regulations applicable outside Finland.
Nokia has the right to transfer globally within Nokia Group
and/or to an agent of Nokia Group any of the personal data
required for the administration of the Plan and the Settlement
of the grants. The data may be administered and processed
either by Nokia or an agent authorized by Nokia in the future.
The Participant is entitled to request access to data
referring to the Participant's person, held by Nokia or its
agent and to request amendment or deletion of such data in
accordance with applicable laws, statutes or regulations. In
order to exercise these rights, the Participant must contact
Nokia Group Legal department in Espoo, Finland.
SUPPLEMENT TO THE GRANT OF PERFORMANCE SHARES UNDER
THE NOKIA PERFORMANCE SHARE PLAN 2006 IN USA AND/OR CANADA
Amendments to the Nokia Performance Share Plan 2006
For purposes of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), the Nokia Performance Share Plan 2006 ("Plan") is
amended, effective as of January 26, 2006, by adding the following "Code Section
409A Schedule" to the Plan.
"Code Section 409A Schedule
Notwithstanding anything in the Plan Rules to the contrary,
effective as of January 26, 2006, the Plan Rules are amended as set forth in
this Code Section 409A Schedule in order to avoid adverse or unintended tax
consequences to Participants under Section 409A of the Code, and the applicable
rules and regulations thereunder. The provisions of this Code Section 409A
Schedule shall apply to granted Units that are, or could potentially be, subject
to Section 409A of the Code, and shall supersede the other Plan Rules to the
extent necessary to eliminate inconsistencies between this Code Section 409A
Schedule and such other Plan Rules.
1. The Settlement Date shall be the first banking day immediately
following the day of the announcement of Nokia's annual results for the fiscal
year 2008, or as soon as practicable thereafter.
2. In cases of voluntary and/or statutory leave of absence of the
Participant, the length of which exceeds the threshold determined in the
applicable HR policy at the time of grant for the relevant type of leave, the
Settlement Date shall be six months after the first banking day immediately
following the day of the announcement of Nokia's annual results for the fiscal
year 2008, or as soon as practicable thereafter.
3. If any Plan Rule or grant document contravenes any regulations
or guidance promulgated under Section 409A of the Code or could cause any
granted Units to be subject to taxes, interest or penalties under Section 409A
of the Code, Nokia may, in its sole discretion, modify the Plan Rules or grant
documents to: (i) comply with, or avoid being subject to, Section 409A of the
Code, (ii) avoid the imposition of taxes, interest or penalties under Section
409A of the Code, and (iii) maintain, to the maximum extent practicable, the
original intent of the applicable Plan Rule or provision without contravening
the provisions of Section 409A of the Code."
* * * * *
Except as set forth herein, the Nokia Performance Share Plan 2006
remains in full force and effect.
EXHIBIT 4.4
NOKIA 1(4)
TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2006
1. Purpose and Scope of the Plan
The purpose of the Nokia Restricted Share Plan 2006 (the "Plan") is to
recruit, retain, reward and motivate selected key talent employees,
employees with high potential, and critical employees. The Plan is also
to promote share ownership of these key employees. To accomplish these
objectives Nokia Corporation ("Nokia") may grant eligible Nokia Group
employees (the "Participants" or "Participant" as the case may be)
Nokia shares (the "Shares", later referred to as "Restricted Shares")
under this Plan.
The Board of Directors has approved this document, later referred to as
plan rules ("Plan Rules"). The Personnel Committee of the Nokia Board
of Directors (the "Personnel Committee") shall approve the grant
guidelines to be applied to nominations, and Grants to eligible
employees, within its authorities.
The Plan may result to a grant of a maximum of 9,500,000 Nokia Shares,
subject to the Plan Rules. Grants under the Plan may be made between
January 1, 2006 and December 29, 2006, inclusive.
2. Grant of Restricted Shares
The grant of Restricted Shares means that the Participant is offered to
receive later a certain amount of Shares subject to the Plan Rules and
fulfilment of the grant agreement, as defined below ("Grant"). The
Participant shall acquire ownership of the Shares and all the rights
pertaining to the Shares only after the end of the Restriction Period,
as defined below in paragraph 3.2.
As a condition to receive a valid Grant, the Participant will enter
into an agreement with Nokia ("Grant Agreement"). The Grant Agreement
shall include the terms of the Grant consistent with the purpose of the
Plan and the grant guidelines. Entering into the Grant Agreement, the
Participant shall accept the Grant, the Plan Rules, as well as the
grant terms determined by Nokia.
The following shall apply to the Grants made under the Plan:
2.1. Number of Restricted Shares granted. Nokia communicates each
Participant the specific number of Restricted Shares to be granted
to the Participant. No fractional Shares shall be granted.
2.2. Restriction Period. The Shares shall be transferred to the
Participant after a period of not less than 3 years from the date
when
NOKIA 2(4)
the Restricted Shares were granted to the Participant (the
"Restriction Period"), as specified in the Grant Agreement.
2.3. Rights of the Participant during the Restriction Period.
During the Restriction Period, the Participant does not have any
legal ownership or any other rights relating to the Shares. The
Participant shall not be entitled to any dividend or have any
voting rights or any other rights as a shareholder to the Shares
until the Shares have been transferred to the Participant after
the end of the Restriction Period.
2.4. Prohibited transactions. The Participants are not entitled to
enter into any derivative agreement or any other corresponding
financial arrangement relating to the Restricted Shares until the
Shares have been transferred to the Participant at the end of the
Restriction Period.
2.5. Settlement of Shares. As soon as practicable after the end of
the Restriction Period and subject to the Plan Rules and the Grant
Agreement, the Participant will acquire ownership of the number of
Shares corresponding to the granted amount of Restricted Shares,
which Shares shall be transferred to the Participant's personal
book-entry or other brokerage account, provided that the
Participant has performed all the necessary actions to enable
Nokia to instruct such a transfer.
Nokia may, at its sole discretion, use for the settlement of
Shares one or more of the following: newly issued Shares, Nokia's
own existing Shares (treasury Shares), Shares purchased from the
open market, or, in lieu of Shares, cash settlement. Should cash
settlement be used, the cash equivalent of the Shares shall be
remitted to the Participant's cash account. What is said about
Shares in these Plan Rules, shall apply to the extent possible to
the cash equivalent of the Shares to be remitted for settlement.
2.6. Changes in employment. If the employment of the Participant
with Nokia Group terminates prior to the end of the Restriction
Period for any reason other than early retirement, retirement,
permanent disability (these events to be defined by Nokia at its
discretion), or death, the Participant will not retain the right
for the Settlement. If the employment of the Participant
terminates prior to the end of the Restriction Period by reason of
early retirement, retirement, permanent disability (these events
to be defined by Nokia at its discretion) or death, the
Participant will retain the right for the Settlement. In cases of
voluntary and/or statutory leave of absence of the Participant,
Nokia has the right to defer the end of the Restriction Period of
the Shares regarding such Participant.
NOKIA 3(4)
2.7. Obligation to hold the Shares. Nokia may, after the end of
the Restriction Period and the transfer of the Shares to the
Participant's account, require the Participant to hold, for a
specified time period, such number of Shares that equals to the
Participant's after-tax net gain for the granted Shares.
2.8. Breaches of the Plan Rules. If the Participant breaches the
Plan Rules, Grant Agreement and/or any instructions given by Nokia
regarding the Plan, Nokia may at its discretion at any time prior
to the end of the Restriction Period rescind the Grant.
2.9. Acceptance. The Participant shall accept all, none or a
portion of the Grant by returning the Grant Agreement signed to
the Nokia Equity Register. Once the Participant has accepted the
Grant, the acceptance may not be cancelled by the Participant.
2.10. Other provisions. The Grant does not constitute a term or a
condition of the Participant's employment relationship with Nokia
nor of the Participant's employment contract under applicable
local laws. The Restricted Shares do not form a part of the
Participant's salary or benefit of any kind.
2.11. Authorization and consents. As determined in the Grant
Agreement the Participant shall consent to, among others, the
processing of and transferring of all personal data given by
him/her for the administration of the Plan.
3. Administration
The Plan shall be administered on behalf of Nokia by the Board or the
Personnel Committee, as the case may be. Nokia has the right to approve
such rules and procedures and take such other measures, as it deems
necessary or appropriate for the administration of the Plan. The Board
shall also have the authority to interpret and amend these Plan Rules,
which may also affect the Grants then outstanding, but not settled.
Nokia has the right to determine the practical manner of administration
of the Plan, including but not limited to the acquiring, issuance,
sale, and transfer of the Shares to the Participant. Nokia has the
right to require from the Participant the submission of such
information or contribution that is necessary for the administration of
the Plan.
4. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to collect
withholding taxes, social security charges or fulfill employment
related or other obligations relating to the receipt or disposal of
the Shares by the Participants. Nokia may determine how such
withholding or any other measures are carried out. This
NOKIA 4(4)
includes the authorization to Nokia or its assignees, in Nokia's
absolute discretion, to arrange for the subscription or acquiring of
Shares in order to settle the Grant, and to sell Shares in order to
settle any tax or social security liability, or to comply with any
local regulations, on behalf of the Participant, and the authorization
to deliver in the Settlement only the net amount of Shares remaining
after such liabilities.
The Participants are personally responsible for any taxes and social
security charges associated with the Grant. This includes
responsibility for any and all tax liabilities in multiple countries,
if the participant has resided in more than one country during the
Restriction Period. The Participants are advised to consult their own
financial and tax advisers (at their own expense) before the acceptance
of the Grant, i.e., entering into the Grant Agreement.
5. Effectivity of the Plan
The Plan shall become effective pursuant to the approval by the Board.
6. Governing Law
The Plan is governed by Finnish law. Disputes arising out of the Plan
shall be settled by arbitration in Helsinki, Finland, in accordance
with the Arbitration Rules of the Finnish Central Chamber of Commerce.
7. Other Provisions
Any notices to the Participants relating to this Plan shall be made in
writing, electronically or any other manner as determined by Nokia.
The Grant to some Participants may be limited and/or subject to
additional terms and conditions due to laws and other regulations
outside Finland. Nokia has the right to transfer globally within Nokia
Group and/or to an agent of Nokia Group any of the personal data
required for the administration of the Plan and the settlement of the
Grants. The personal data shall be administered and processed by Nokia
or any other person, agent or entity designated by Nokia in the future.
The Participant is entitled to request access to the personal data held
by Nokia or its agent, and to request amendment or deletion of such
data in accordance with applicable laws, statutes or regulations. In
order to exercise these rights, the Participant must contact Nokia
Group Legal department in Espoo, Finland.
SUPPLEMENT TO THE GRANT OF RESTRICTED SHARES UNDER
THE NOKIA RESTRICTED SHARE PLAN 2006 IN USA AND/OR CANADA
Amendments to the Nokia Restricted Share Plan 2006
For purposes of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), the Nokia Restricted Share Plan 2006 ("Plan") is
amended, effective as of January 26, 2006, by adding the following "Code Section
409A Schedule" to the Plan.
"Code Section 409A Schedule
Notwithstanding anything in the Plan Rules to the contrary,
effective as of January 26, 2006, the Plan Rules are amended as set forth in
this Code Section 409A Schedule in order to avoid adverse or unintended tax
consequences to Participants under Section 409A of the Code, and the applicable
rules and regulations thereunder. The provisions of this Code Section 409A
Schedule shall apply to grants that could potentially be subject to Section 409A
of the Code and shall supersede the other Plan Rules to the extent necessary to
eliminate inconsistencies between this Code Section 409A Schedule and such other
Plan Rules.
1. In cases of voluntary and/or statutory leave of absence of the
Participant, the length of which exceeds the threshold determined in the
applicable HR policy at the time of grant for the relevant type of leave, the
Vesting Date (i.e. the end of the Restriction Period) shall be delayed for six
months.
2. If any Plan Rule or grant document contravenes any regulations
or guidance promulgated under Section 409A of the Code or could cause any
granted Restricted Shares to be subject to taxes, interest or penalties under
Section 409A of the Code, Nokia may, in its sole discretion, modify the Plan
Rules or grant documents to: (i) comply with, or avoid being subject to, Section
409A of the Code, (ii) avoid the imposition of taxes, interest or penalties
under Section 409A of the Code, and (iii) maintain, to the maximum extent
practicable, the original intent of the applicable Plan Rule or provision
without contravening the provisions of Section 409A of the Code."
* * * * *
Except as set forth herein, the Nokia Restricted Share Plan 2006
remains in full force and effect.
EXHIBIT 4.6
NOKIA 1(3)
March 30, 2006
GENERAL TERMS AND CONDITIONS
THE NOKIA AUXILIARY EQUITY PLAN 2006
1. Purpose and Scope of the Plan
The purpose of the Nokia Auxiliary Equity Plan 2006 (the "Plan") is to
retain and motivate the employees including members of the management
in businesses acquired by Nokia Corporation or any of its Group
companies (hereinafter referred to as "Nokia"). The Plan is further
aimed to incentivize these persons to ensure the long-term success of
the business acquisitions. The Plan, as it is share-based, is also
intended to promote the Plan participants' share ownership in Nokia
Corporation.
Nokia may award under the Plan equity instruments based on Nokia
ordinary shares, Nokia American Depositary Shares (the "ADS's"),
evidenced by Nokia American Depositary Receipts (the "ADR's"), later
referred to as ("Grants"), to eligible employees of Nokia Group, or
eligible employees in the acquired businesses ("Participants") up to
the aggregate maximum of 4,000,000 shares.
2. Sub-plans and Instruments to be issued under the Plan
Nokia may grant share-based, long-term incentives under the Plan under
more than one sub-plan ("Sub-Plan") as follows:
o Stock Options ("Stock Options")
o Performance Share Units ("Performance Share Units") or
Performance Shares ("Performance Shares")
o Restricted Shares ("Restricted Shares")
o Other equity incentives ("Other Incentives")
The Plan is set-up to either:
a) exchange the currently outstanding equity instruments, such as stock
options issued by the acquired companies into new stock options or
other equity instruments issued by Nokia, with substantially similar
terms and conditions, or as determined in the relevant Sub-Plan; or
b) issue completely new equity incentive instruments.
NOKIA 2(3)
March 30, 2006
The terms and conditions of the Sub-Plans form attachments to this
document, later referred to as the general plan rules ("General Plan
Rules"), and will be approved by the Board, at the time of their
launch. The instruments granted under any of the Sub-Plans are referred
to as "Grants" or to the Sub-Plan specific terms mentioned below in
paragraph 2 above.
In case of a discrepancy between these General Plan Rules and the
Sub-Plan Rules, these General Plan Rules shall prevail. The Individual
Grant Agreements entered into between Nokia and the Plan participants
shall prevail over the relevant Sub-Plan Rules.
3. Effectivity and Administration of the Plan
The Board of Directors of Nokia Corporation ("Board") has approved
these General Plan Rules as of March 30, 2006, as of which date the
Plan becomes effective.
The Plan shall be administered on behalf of Nokia by the Board or its
Personnel Committee ("Personnel Committee"), or its assignee, as
determined by the Board. Nokia has the right to approve such rules and
procedures and take such other measures, as it shall deem necessary or
appropriate for the administration of the Plan. Nokia shall also have
the authority to interpret and amend these Plan Rules and Sub-Plan
Rules, as applicable, as well as terminate the Plan or Sub-Plan. Such a
resolution may also affect the Grants then outstanding, but not settled
or exercised.
Nokia has the right to determine the practical manner of administration
of the Plan, including the acquiring, issuance, sale, and transfer of
the shares necessary to complete the Grant or the settlement of a Grant
to the Participant. Nokia has the right to require from the Participant
the submission of such information or contribution that is necessary
for the administration of the Plan.
4. Eligible Employees
The Board or its Personnel Committee, or their assignee, shall approve
the Grants under the Plan to eligible employees ("Participants"), in
accordance with either a) Nokia's Global Grant guidelines, or b)
specific grant nomination or specific guidelines applicable to an
acquisition or acquisitions, as approved by the Board, Personnel
Committee or its assignee.
The Board of Directors, Personnel Committee or its assignee may
approve a deviation of the Plan and Sub-Plan rules.
5. Stock option Sub-Plan,
Attachment 1
6. Performance Share Sub-Plan
Attachment 2
NOKIA 3(3)
March 30, 2006
7. Restricted Share Sub-Plan
Attachment 3
8. Other Incentives
The Board may from time to time approve other equity incentives to be
set up under the Plan.
9. Governing Law
The Plan is governed by Finnish law. Disputes arising out of the Plan
shall be settled by arbitration in Helsinki, Finland in accordance with
the Arbitration Rules of the Finnish Central Chamber of Commerce, by
one arbitrator.
EXHIBIT 4.7
NOKIA 1(7)
March 30, 2006
Group Legal
TERMS AND CONDITIONS OF THE NOKIA AUXILIARY PERFORMANCE SHARE PLAN 2006
1. Definitions
Board: Board of Directors of Nokia Corporation.
Grant Agreement: Agreement entered into between the Participant and
Nokia on the grant of Performance Share Units under the Plan.
Grant Amount: The number of Units that will be allocated to a
Participant. The Units are tied to one or more performance criteria
indicated defined in the Grant Agreement. The Grant Amount equals the
number of Units at Target and may represent one or more Threshold
Numbers, depending on how many performance criteria are used, as
indicated in the Grant Agreement.
Interim Measurement Period 1: The time period from January 1, 2006
through 31 December, 2006. The achievement of the pre-determined
performance criteria for the Interim Measurement Period 1, defined in
the Grant Agreement, is measured for this Period.
Interim Measurement Period 2: The time period from January 1, 2007
through 31 December, 2007. The achievement of the pre-determined
performance criteria for the Interim Measurement Period 2, defined in
the Grant Agreement, is measured for this Period.
Nokia: Nokia Corporation, Nokia Inc. Nokia Holding Inc, as the case may
be, and as indicated in the Grant Agreement.
Nokia Group: The consolidated group of companies with Nokia Corporation
as the parent company.
Maximum Number: The number of Units to vest as Shares, provided that
the Maximum Performance is achieved with respect to the performance
criterion, to which the Maximum Number is tied, as indicated in the
Grant Agreement. The Maximum Number of Units equals 2.5 times the
Threshold Number.
Maximum Performance: The maximum performance level, defined for the
performance criterion independently in the Grant Agreement affecting
the number of granted Units to vest.
Merger: Business acquisition transaction completed by Nokia Corporation
or any company within Nokia Group, as the case may be and indicated in
the
NOKIA 2(7)
March 30, 2006
Group Legal
Grant Agreement with the Participant, related to which transaction
the Grants under the Plan have been awarded.
Participant: Eligible persons among employees of Nokia Group who, in
connection with the Merger and based on the approval by Board,
Personnel Committee, or its assignee, have been approved to receive a
grant of Units under the Plan.
Personnel Committee: Personnel Committee of the Board of Directors of
Nokia Corporation.
Performance Period: The time period from January 1, 2006 through
31 December, 2007. The achievement of the pre-determined performance
criteria defined in the Grant Agreement is measured for this Period.
Performance Share Unit or Unit: Each Participant receives a Grant
Amount of Performance Share Units. The Units will vest as Shares for
the Participant to the extent of and subject to the Vesting and other
conditions under the Plan.
Plan: The Nokia Auxiliary Performance Share Plan 2006.
Plan Rules: This document as approved by the Board as of 30 March,
2006.
Settlement: Represents the moment in time when Nokia arranges for
the transfer and delivery of the Shares to the Participant's
book-entry,brokerage or other account, subject to the fulfilment of
the Vesting conditions under the Plan.
Settlement Date: A banking day in Helsinki, Finland, 30 days after the
Vesting Date, or as soon as practicable thereafter, as determined by
Nokia. However, the Settlement Date shall not be earlier than the third
banking day immediately following the day of the announcement of
Nokia's earnings release for 2007.
Special Cash Equivalent: Cash payment to the Participants under early
termination in situations defined under paragraph 7 below. The Special
Cash Equivalent will be based on achieved performance levels, defined
in the Grant Agreement. Unless stipulated otherwise in these Plan
Rules, the Settlement of the Special Cash Equivalent is carried out to
the extent possible like the Settlement of Shares.
Share/Shares: Nokia ordinary shares to be transferred to Participants
based on vested Units. Nokia may, however, in its sole discretion, use
for the Settlement of vested Units one or more of the ways of funding
described under paragraph 6, including cash settlement. What is said
about Shares in these Plan Rules, is applicable 'mutatis mutandis' to
their cash equivalent, including the Special Cash Equivalent, unless
stipulated differently in the Plan Rules.
Target Performance: The targeted performance level, defined for each
performance criterion independently in the Grant Agreement affecting
the number of granted Units to vest.
NOKIA 3(7)
March 30, 2006
Group Legal
Threshold Number: The number of Units to vest as Shares, provided that
the Threshold Performance is achieved with respect to the one
performance criterion, to which the Threshold Number is tied, as
determined in the Grant Agreement.
Threshold Performance: The minimum performance level, defined for each
performance criterion independently in the Grant Agreement, affecting
the number of granted Units to vest.
Vesting: Represents the moment in time when the Participant earns the
Shares, subject to the Plan Rules, and shall acquire the right to
receive full ownership of such number of Shares at Settlement.
Vesting Date: December 31, 2007.
2. Eligible Employees
Nokia may grant under the Plan Performance Share Units to eligible
Participants. The Board, Personnel Committee or its assignee shall
approve the grant of Units under the Plan to Participants in accordance
with either.
a) Nokia's Global Grant guidelines or
b) A specific grant nomination or specific guidelines applicable to an
acquisition or acquisitions, as approved by the Board, Personnel
Committee or its assignee.
3. Grant of Units
At grant, each Participant will receive a Grant Amount of Units at
Target, as indicated in the Grant Agreement. The Units will vest as
Shares to the Participants, subject to the Vesting conditions described
below under paragraph 4, and other provisions in these Plan Rules.
In connection with the grant of Units, the Participant may be required
to give Nokia such authorizations and consents, as Nokia deems
necessary in order to administer the Plan. The fulfilment of such
requirements and the compliance by the Participant with such
instructions by Nokia forms a precondition of a valid grant.
NOKIA 4(7)
March 30, 2006
Group Legal
4. Vesting Conditions of the Performance Share Units
The granted Units shall vest as Shares provided and to the extent that
the performance level reaches or exceeds the pre-determined financial
performance levels defined in Grant Agreement for each of the Interim
Measurement Periods, 1 and 2, independently.
Further, the following rules shall be applied to the Units to be vested
under the Plan:
a) The total amount of Units to be vested as Shares shall not exceed
2.5 times the Threshold Number or 1.25 the Grant Amount.
b) If the Threshold Performance is not reached, no Units shall be
vested as Shares.
c) To the extent that the Threshold Performance is exceeded, the number
of Units to be vested as Shares shall increase linearly from the
Threshold Number up to the Grant Amount (target), as indicated in the
Grant Agreement.
d) To the extent that the Target Performance is exceeded, the number of
Units to vest will increase linearly up to the Maximum Performance, as
indicated in the Grant Agreement.
5. Measurement and Calculation of Payout under the Plan
The measurement of the fulfilment of the performance criteria relevant
to the Plan shall be made after the close of both the Interim
Measurement Period 1 and 2, independently. Based on the outcome of the
measurements, the number of Units being vested and the number of Shares
shall be calculated.
Nokia shall carry out the measurement and calculate the number of Units
to be vested, the number of Shares to be settled or the equivalent cash
payout to be made, if applicable, in its sole discretion.
The calculation of the number of Shares to be vested shall not result
in fractional Shares. The number of Shares shall be rounded to the
nearest whole Share.
The Special Cash Equivalent is determined and paid out by Nokia for
each Interim Measurement Period independently, on a pro-rata basis as a
ratio between the number of months of employment with Nokia Group and
12. For each month of employment, the number of the Participant's
actual working days is rounded to the nearest full month. No adjustment
shall be made based on potential periodical fluctuations of performance
within an Interim Measurement Period.
NOKIA 5(7)
March 30, 2006
Group Legal
6. Settlement of Grant
The Settlement of the Shares based on vested Units shall take place as
soon practicable after the Vesting Date, as determined by Nokia. Nokia
may, in its sole discretion, use for the Settlement of the grants one
or more of the following: newly issued Shares, Nokia's own existing
Shares (treasury Shares), Shares purchased from the open market, or, in
lieu of Shares, cash settlement.
On Settlement Date, subject to the fulfilment of the Plan Rules by the
Participant, the Shares, their cash equivalent or the Special Cash
Equivalent shall, as instructed by Nokia, be transferred to the
Participant's personal book-entry, brokerage or bank account, provided
that the Participant has performed all the necessary actions to enable
Nokia to instruct such a transfer. Should cash settlement be used, the
cash equivalent of the Shares shall be remitted to the Participant's
cash account.
The Participants shall not be entitled to any dividend or have any
voting rights or any other rights as a shareholder to the Shares until
and unless the Shares have been transferred to the Participant on the
applicable Settlement Date.
7. Changes in Employment Affecting Vesting
If the employment of the Participant with Nokia Group terminates prior
to Vesting Date by the reason of early retirement, retirement,
permanent disability (as defined by Nokia at its sole discretion), or
death, the ownership of the Shares vesting will pass to the Participant
and the Shares will be transferred to the Participant's account on
Settlement Date.
If the employment of the Participant with Nokia Group terminates prior
to the Vesting Date for any other reason than those mentioned above,
including a termination for cause, as defined in the Letter Agreement,
signed by the Participant in connection with the Merger, the
Participant shall not acquire ownership of the Shares on the Vesting
Date and the Shares will not be transferred to the Participant's
account.
In cases of voluntary, involuntary and/or statutory leave of absence of
the Participant during the Performance Period, Nokia has the right to
defer the Vesting Date and Settlement Date to an equivalent extent
after the scheduled Vesting and Settlement Dates.
In the event that the employment of the Participant with Nokia Group is
terminated by Nokia for reasons other than cause, as defined in the
Letter Agreement mentioned above, the Participant will be entitled to a
Special Cash Equivalent, in lieu of Shares, based on and adjusted to
achieved performance levels, defined in the Grant Agreement. The
settlement of the Special Cash Equivalent is described under paragraphs
5 through 7 above.
NOKIA 6(7)
March 30, 2006
Group Legal
8. Prohibited Transactions
The Participants are not entitled to enter into any derivative
agreement or any other corresponding financial arrangement relating to
the Units or Shares until the Shares have been vested and settled on
the Participant's account.
9. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to collect
withholding taxes, social security charges or fulfil employment related
and other obligations upon granting of Units or when settling Shares,
or when the Shares are disposed of by the Participants. Nokia shall
have the right to determine how such collection, withholding or other
measures will be arranged or carried out, including but not limited to
potential sale of the Shares on behalf of the Participants for the
fulfilment of such liability.
The Participants are personally responsible for any taxes and social
security charges associated with the Units and Shares. This includes
responsibility for any and all tax liabilities in multiple countries,
if the Participant has resided in more than one country during the
Performance Period. The Participants are advised to consult their own
financial and tax advisors (at their own expense) in connection with
the grant of Units in order to verify their tax position.
The Participants are also responsible for any potential charges debited
by financial institutions in connection with the Settlement of the
Shares or any subsequent transactions related to the Shares.
10. Breach of the Plan Rules
The Participant shall comply with the Plan Rules, as well as any
instructions given by Nokia regarding the Plan from time to time. If
the Participant breaches the Plan Rules and/or any instructions given
by Nokia regarding the Plan, Nokia may at its discretion, at any time
prior to Vesting, rescind the grant of Units to a Participant, who is
in breach.
11. Validity of the Plan
The Plan shall become valid and effective upon the approval by the
Board, Personnel Committee, or its assignee, and it may at any time
amend, modify or terminate the Plan and/or the Plan Rules, including
the Performance Criteria. Such a resolution may also, as in each case
is determined by the Board, affect the Units that are then outstanding,
but not settled.
NOKIA 7(7)
March 30, 2006
Group Legal
12. Administration
The Plan shall be administered by Nokia in accordance with the
guidelines approved by the Board or Personnel Committee, or its
assignee, as the case may be.
Nokia has the right to determine the practical manner of administration
of the Plan, including but not limited to the acquisition, issuance,
sale, and transfer of the Shares to the Participant in connection with
Settlement. Furthermore, Nokia has the right to require from the
Participant the submission of such information or contribution that is
necessary for the administration and Settlement of the grants.
Any notices to the Participants relating to this Plan shall be made
electronically, in writing, or any other appropriate manner as
determined by Nokia.
The grant of Units by Nokia to some Participants may be limited and/or
subject to additional, specific terms and conditions other than
stipulated in the Plan Rules due to laws and other regulations
applicable outside Finland.
Nokia has the right to transfer globally within Nokia Group and/or to
an agent of Nokia Group any of the personal data required for the
administration of the Plan and the Settlement of the grants. The data
may be administered and processed either by Nokia or an agent
authorized by Nokia in the future. The Participant is entitled to
request access to data referring to the Participant's person, held by
Nokia or its agent and to request amendment or deletion of such data in
accordance with applicable laws, statutes or regulations. In order to
exercise these rights, the Participant must contact Nokia Group Legal
department in Espoo, Finland.
13. Governing Law and Settlement of Disputes
The Plan is governed by Finnish law. Disputes arising out of the Plan
shall be settled by arbitration in Helsinki, Finland by one arbitrator
in accordance with the Arbitration Rules of the Finnish Central Chamber
of Commerce.
Copyright (C) Nokia Corporation 2006. All rights reserved.
Nokia and Nokia Connecting People are registered trademarks
of Nokia Corporation.
SUPPLEMENT TO THE GRANT OF PERFORMANCE SHARES UNDER
THE NOKIA AUXILIARY PERFORMANCE SHARE PLAN 2006 IN USA AND/OR CANADA
Amendments to the Nokia Auxiliary Performance Share Plan 2006
For purposes of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), the Nokia Auxiliary Performance Share Plan 2006
("Plan") is amended, effective as of March 30, 2006, by adding the following
"Code Section 409A Schedule" to the Plan.
"Code Section 409A Schedule
Notwithstanding anything in the Plan Rules to the contrary,
effective as of March 30, 2006, the Plan Rules are amended as set forth in this
Code Section 409A Schedule in order to avoid adverse or unintended tax
consequences to Participants under Section 409A of the Code, and the applicable
rules and regulations thereunder. The provisions of this Code Section 409A
Schedule shall apply to granted Units that are, or could potentially be, subject
to Section 409A of the Code, and shall supersede the other Plan Rules to the
extent necessary to eliminate inconsistencies between this Code Section 409A
Schedule and such other Plan Rules.
1. The Settlement Date shall be the thirtieth (30th) day after the
Vesting Date, or as soon as practicable thereafter.
2. In cases of voluntary and/or statutory leave of absence of the
Participant, the length of which exceeds the threshold determined in the
applicable HR policy at the time of grant for the relevant type of leave, the
Vesting Date shall be June 30, 2008.
3. If any Plan Rule or grant document contravenes any regulations
or guidance promulgated under Section 409A of the Code or could cause any
granted Units to be subject to taxes, interest or penalties under Section 409A
of the Code, Nokia may, in its sole discretion, modify the Plan Rules or grant
documents to: (i) comply with, or avoid being subject to, Section 409A of the
Code, (ii) avoid the imposition of taxes, interest or penalties under Section
409A of the Code, and (iii) maintain, to the maximum extent practicable, the
original intent of the applicable Plan Rule or provision without contravening
the provisions of Section 409A of the Code."
* * * * *
Except as set forth herein, the Nokia Auxiliary Performance Share
Plan 2006 remains in full force and effect.
EXHIBIT 4.8
NOKIA 1(5)
March 30, 2006
TERMS AND CONDITIONS OF THE NOKIA AUXILIARY RESTRICTED SHARE PLAN 2006
1. Eligible Employees
The Board of Directors of Nokia Corporation (the "Board") or its
Personnel Committee (the "Personnel Committee"), or its assignee, shall
approve the grants under the Nokia Auxiliary Restricted Share Plan (the
"Plan") to eligible employees within Nokia Group (the "Participants"),
in accordance with either
a) Nokia's Global Grant guidelines or
b) a specific grant nomination or specific guidelines applicable to an
acquisition or acquisitions, as approved by the Board, the Personnel
Committee or its assignee.
2. Grant of Restricted Shares
Nokia Corporation or any Company within Nokia Group ("Nokia") may grant
to a Participant Restricted Shares under the Plan (the "Grant"),
meaning that the Participant is offered to receive later a certain
amount of Nokia ordinary shares, or American Depositary Shares (the
"Shares"), evidenced by Nokia American Depositary Receipts (the
"ADR's") subject to the Plan Rules and fulfilment of the grant
agreement entered into between Nokia and the Participant (the "Grant
Agreement"). The Participant shall acquire ownership of the Shares and
all the rights pertaining to the Shares not earlier than after the end
of the Restriction Period as defined below in paragraph 3.2.
The following shall apply to the Grants made under the Plan:
2.1. Number of Restricted Shares granted. Nokia communicates to
each Participant the specific number of Restricted Shares to be
granted to the Participant. No fractional Shares shall be granted.
2.2. Restriction Period. The Shares shall be transferred to the
Participant after a period of not less than 3 years from the date
when the Restricted Shares are offered or granted to the
Participant (the "Restriction Period") as specified in the Grant
Agreement.
2.3. Rights of the Participant during the Restriction Period.
During the Restriction Period, the Participant does not have any
legal ownership or any other rights relating to the Shares. The
Participant shall not be entitled to any dividend or have any
voting rights or
NOKIA 2(5)
March 30, 2006
any other rights as a shareholder to the Shares until the Shares
have been transferred to the Participant after the end of the
Restriction Period.
2.4. Prohibited transactions. The Participants shall not enter
into any derivative agreement or any other corresponding financial
arrangement relating to the Restricted Shares until the Shares
have been transferred to the Participant after the end of the
Restriction Period.
2.5. Settlement of Shares. As soon as practicable after the close
of the Restriction Period and subject to the Plan Rules and the
Grant Agreement, the Participant will acquire ownership of the
number of Shares corresponding to the granted amount of Restricted
Shares, which Shares shall be transferred to the Participant's
personal book-entry or other brokerage account, provided that the
Participant has performed all the necessary actions to enable
Nokia to instruct such a transfer.
Nokia may, in its sole discretion, use for the settlement of the
Grants either Shares or, in lieu of Shares, cash settlement, or a
combination thereof. Should cash settlement be used, the cash
equivalent of the Shares shall be remitted to the Participant's
cash account. What is said about the Shares in these Plan Rules,
shall apply to the extent possible to the cash equivalent of the
Shares to be remitted for settlement.
The Participant shall prior to the date determined by Nokia
provide Nokia with the information of his/her personal
book-entry/brokerage account to which he/she wishes the Shares to
be transferred, and perform such other necessary actions to enable
Nokia to instruct such a transfer, as applicable and determined by
Nokia.
2.6. Changes in employment. If the employment of the Participant
with Nokia Group terminates prior to the end of the Restriction
Period for any reason other than early retirement, retirement,
permanent disability, (these events to be defined by Nokia at its
discretion), or death, the Participant will not acquire ownership
of the granted Shares and they will not be transferred to the
Participant's account after the end of the Restriction Period.
If the employment of the Participant terminates prior to the end
of the Restriction Period by reason of early retirement,
retirement, permanent disability (these events to be defined by
Nokia at its discretion) or death, the ownership of the granted
Shares will pass
NOKIA 3(5)
to the Participant and the Shares will be transferred to the
Participant's account after the end of the Restriction Period.
In cases of voluntary and/or statutory leave of absence of the
Participant, Nokia has the right to defer the end of the
Restriction Period of the Shares regarding such Participant. In
the case of a Participant's leave of absence during the
Restriction Period (voluntary or involuntary), Nokia has the right
to defer the Vesting and Settlement of the Restricted Shares to an
equivalent extent after the scheduled Vesting Date.
2.7. Obligation to hold the Shares. Nokia may after the end of the
Restriction Period and the transfer of the Shares to the
Participant's account, require the Participant to hold, for a
specified time period, such number of Shares equivalent to the
Participant's after-tax net gain for the granted Shares.
2.8. Breaches of the Plan Rules. If the Participant breaches the
Plan Rules, Grant Agreement and/or any instructions given by Nokia
regarding the Plan, Nokia may at its discretion at any time prior
to the close of the Restriction Period rescind the Grant.
2.9. Acceptance. The Participant shall accept all, none or a
portion of the Grant by signing the Grant Agreement, or in the
format designated by Nokia. Once the Participant has accepted the
Grant, the acceptance may not be cancelled by the Participant.
2.10. Authorization and consents. In connection with the grant of
Restricted Shares, the Participant may be required to give Nokia
such authorizations and consents, as Nokia deems necessary in
order to administer the Plan. The fulfilment of such requirements
and the compliance by the Participant with such instructions by
Nokia forms a precondition of a valid grant.
As determined in the Grant Agreement the Participant shall consent
to, among others, the processing of and transferring of all
personal data given by him/her for the administration of the Plan.
3. Administration
The Plan shall be administered on behalf of Nokia by the Board or the
Personnel Committee, or its assignee, as determined by the Board. Nokia
has the right to approve such rules and procedures and take such other
measures, as it shall deem necessary or appropriate for the
administration of the Plan. Nokia shall also have the authority to
interpret and amend these Plan Rules,
NOKIA 4(5)
as applicable. Such a resolution may also affect the Grants then
outstanding, but not settled.
Nokia has the right to determine the practical manner of administration
of the Plan, including the acquiring, issuance, sale, and transfer of
the Shares necessary to complete the Grant or the settlement of a Grant
to the Participant.
The grant of Restricted Shares by Nokia to some Participants may be
limited and/or subject to additional terms and conditions due to laws
and other regulations outside Finland. Nokia has the right to transfer
globally within Nokia and/or to an agent of Nokia any of the personal
data required for the administration of the Plan and the settlement of
the Grants. The data shall be administered and processed by Nokia or
any other person, agent or entity designated in the future. The
Participant is entitled to request access to data referring to the
Participant's person, held by Nokia or its agent and to request
amendment or deletion of such data in accordance with applicable laws,
statutes or regulations. In order to exercise these rights, the
Participant must contact Nokia Group Legal department in Espoo,
Finland.
4. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to collect
withholding taxes, social security charges or fulfil employment related
or other obligations relating to the receipt or disposal of the Shares
by the Participants. Nokia shall have the power to determine how such
withholding or any other measures are arranged or carried out. This
includes the authorization to Nokia or its assignees, in Nokia's
absolute discretion, to arrange for the subscription or acquiring or
selling of the Shares, in order to settle any of the obligations
related to the Grants, or to comply with any local regulations, on
behalf of the Participant.
The Participants are personally responsible for any taxes and social
security charges associated with the grant of Restricted Shares. This
includes responsibility for any and all tax liabilities in multiple
countries, if the participant has resided in more than one country
during the Restriction Period. The Participants are advised to consult
their own financial and tax advisers (at their own expense) before the
acceptance of the grant of Restricted Shares, i.e. entering into the
Grant Agreement.
5. Communication
Any notices to the Participants relating to this Plan shall be made in
writing, electronically or any other manner as determined by Nokia.
NOKIA 4(5)
6. Governing Law and Settlement of Disputes
The Plan is governed by Finnish law. Disputes arising out of the Plan
shall be settled by arbitration in Helsinki, Finland in accordance with
the Arbitration Rules of the Finnish Central Chamber of Commerce.
SUPPLEMENT TO THE GRANT OF RESTRICTED SHARES UNDER
THE NOKIA AUXILIARY RESTRICTED SHARE PLAN 2006 IN USA AND/OR CANADA
Amendments to the Nokia Auxiliary Restricted Share Plan 2006
For purposes of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), the Nokia Auxiliary Restricted Share Plan 2006
("Plan") is amended, effective as of March 30, 2006, by adding the following
"Code Section 409A Schedule" to the Plan.
"Code Section 409A Schedule
Notwithstanding anything in the Plan Rules to the contrary,
effective as of March 30, 2006, the Plan Rules are amended as set forth in this
Code Section 409A Schedule in order to avoid adverse or unintended tax
consequences to Participants under Section 409A of the Code, and the applicable
rules and regulations thereunder. The provisions of this Code Section 409A
Schedule shall apply to grants that could potentially be subject to Section 409A
of the Code and shall supersede the other Plan Rules to the extent necessary to
eliminate inconsistencies between this Code Section 409A Schedule and such other
Plan Rules.
1. In cases of voluntary and/or statutory leave of absence of the
Participant, the length of which exceeds the threshold determined in the
applicable HR policy at the time of grant for the relevant type of leave, the
Vesting Date (i.e. the end of the Restriction Period) shall be delayed for six
months.
2. If any Plan Rule or grant document contravenes any regulations
or guidance promulgated under Section 409A of the Code or could cause any
granted Restricted Shares to be subject to taxes, interest or penalties under
Section 409A of the Code, Nokia may, in its sole discretion, modify the Plan
Rules or grant documents to: (i) comply with, or avoid being subject to, Section
409A of the Code, (ii) avoid the imposition of taxes, interest or penalties
under Section 409A of the Code, and (iii) maintain, to the maximum extent
practicable, the original intent of the applicable Plan Rule or provision
without contravening the provisions of Section 409A of the Code."
* * * * *
Except as set forth herein, the Nokia Auxiliary Restricted Share
Plan 2006 remains in full force and effect.
EXHIBIT 4.9
NOKIA 1(4)
March 30, 2006
TERMS AND CONDITIONS OF THE NOKIA AUXILIARY STOCK OPTION PLAN 2006
1. Eligible employees
The Board of Directors of Nokia (the "Board") or its Personnel Committee (the
"Personnel Committee"), or their assignee, shall approve the grants (the "Grant"
or "Grants") under the Nokia Auxiliary Stock Option Plan 2006 (the "Plan") to
eligible employees within Nokia Group (the "Participants"), in accordance with
either
a) Nokia's Global Grant guidelines or
b) a specific grant nomination or specific guidelines applicable to an
acquisition or acquisitions, as approved by the Board, Personnel
Committee or its assignee.
2. Grant of Stock Options
Under this Plan Nokia Corporation or any of the companies within Nokia Group
("Nokia") may issue to the Participants stock options (the "Stock Options")
entitling the holder to the purchase of one Nokia American Depositary Share
(the "ADS") evidenced by an American Depositary Receipt (the "ADR") for one
Stock Option at the price determined under paragraph 6 below (the "Exercise
Price").
The number of Stock Options granted to each Participant shall be communicated to
him/her by Nokia individually, either in the relevant grant agreement entered
into between Nokia and the Participant (the "Grant Agreement") or by other
means, as determined by Nokia. The Stock Options will be issued free of charge,
unless otherwise indicated in the Grant Agreement.
3. Administration
The Plan shall be administered on behalf of Nokia by the Board, the Personnel
Committee, or its assignee, as determined by the Board. Nokia has the right to
approve such rules and procedures and take such other measures, as it shall deem
necessary or appropriate for the administration of the Plan. Nokia shall also
have the authority to interpret and amend these Terms and Conditions of the Plan
("Plan Rules"), as applicable. Such a resolution may also affect the Grants then
outstanding, but not vested.
Nokia has the right to determine the practical manner of administration of the
Plan, including the acquiring, issuance, sale, and transfer of the shares
necessary to complete the Grant or the settlement of a Grant to the Participant.
In the Grant Agreement, the Participant may be required to give Nokia such
authorizations and consents, as Nokia deems necessary in order to administer the
Plan. The fulfilment of such requirements and the compliance by the Participant
with such instructions by Nokia forms a precondition of a valid grant.
NOKIA 2(4)
March 30, 2006
The grant of Stock Options by Nokia to some Participants may be limited and/or
subject to additional terms and conditions due to laws and other regulations
outside Finland. Nokia has the right to transfer globally within Nokia and/or to
an agent of Nokia any of the personal data required for the administration of
the Plan and the settlement of the Grants. The data shall be administered and
processed by Nokia or any other person, agent or entity designated in the
future. The Participant is entitled to request access to data referring to the
Participant's person, held by Nokia or its agent and to request amendment or
deletion of such data in accordance with applicable laws, statutes or
regulations. In order to exercise these rights, the Participant must contact
Nokia Group Legal department in Espoo, Finland.
4. Non-Transferability
The Stock Options are non-transferable to a third party by the Participant and
may only be exercised by the Participant.
A Stock Option that is cancelled, forfeited, or otherwise terminated for any
reason prior to exercise, shall not become available for grant.
5. Exercise Price
The exercise price of the Stock Options (the "Exercise Price") or the grounds
for the determination of the Exercise Price shall be determined by the Board,
the Personnel Committee, or its assignee. The Exercise Price of the Stock
Options granted to a Participant shall be indicated in the Grant Agreement.
6. Exercise Period and Expiry Date
The exercise period of the Stock Options (the "Exercise Period") will be
annually between January 2, and December 31 until the date of their expiry. The
granted Stock Options will expire at the close of the fifth calendar year
following the grant date for the Stock Options, unless otherwise indicated in
the Grant Agreement.
However, notwithstanding the above, the Exercise Period will commence no earlier
than as of the day when the relevant Stock Options have vested, as determined
under paragraph 8 below.
Nokia has the right to limit the exercise windows available for the Participants
with the Stock Options due to any administrative or legal reasons, including
service limitations of the stock plan administrator, stock exchange trading in
Nokia ADR's or the underlying Nokia shares, or other reasonable cause.
The Stock Options will expire as of the day indicated in the Grant Agreement.
Notwithstanding this, the Participant will forfeit the Stock Options according
to the applicable Nokia policies, including situations of changes in employment
as described under paragraph 10 below, unless indicated otherwise in the Grant
Agreement.
7. Vesting Schedule
Unless otherwise indicated in the Grant Agreement, the Stock Options will vest
over four years according to the following staggered schedule: the first 25% of
the
NOKIA 3(4)
March 30, 2006
granted Stock Options will vest as of the first day of the calendar quarter
immediately following 12 months after the grant date of the Stock Options.
Subsequently, an additional 6.25% of the total Grant will vest as of the first
calendar day of each quarter.
In the case of a voluntary and/or statutory leave of absence of the Participant,
the vesting schedule may be affected as defined under paragraph 10 below.
8. Exercise Process
The Participant shall submit the exercise orders and pay the Exercise Price of
the Stock Options according to the instructions given by Nokia or its designated
stock plan administrator.
9. Rights of Holders of Stock Options in certain corporate actions affecting
shares of Nokia Corporation or Nokia ADR's
Nokia will determine how a corporate action affecting the Nokia shares, ADS's or
ADR's will affect the Stock Options granted under the Plan. Such corporate
actions may include share splits or reverse splits, public offerings or other
relevant events.
The Stock Options will not incur any shareholders rights pertaining to the ADR's
nor the underlying Nokia shares or ADS's, until such moment in time and provided
that the Stock Option has been exercised and the resulting Nokia Share or ADS
has been recorded to be validly held by the Participant.
10. Changes in Employment and Leaves of Absence
If the employment of the Participant with Nokia terminates for any reason other
than retirement or permanent disability (these events to be defined by Nokia at
its discretion), or death, Nokia is entitled to cancel without consideration all
of the unvested Stock Options of such Participant as of the day of termination
of the employment of such Participant with Nokia, unless otherwise indicated in
the Grant Agreement.
In addition, Nokia has the right to cancel without consideration those vested
Stock Options as of the last day of the Participant's employment that have not
been exercised on such date.
In the case of a Participant's leave of absence (voluntary or involuntary), the
length of which exceeds the threshold length determined for that type of leave
in the applicable Nokia HR policy at the time of the Grant, Nokia has the right
to defer the vesting of the Stock Options to an equivalent extent from the
scheduled vesting date of the Stock Options.
11. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to collect withholding
taxes, social security charges or fulfil employment related and other
obligations. Nokia shall have the right to determine how such collection,
withholding or other measures will be arranged or carried out.
NOKIA 4(4)
March 30, 2006
The Participants are personally responsible for any taxes and social security
charges associated with the Stock Options. This includes responsibility for any
and all tax liabilities in multiple countries, if the Participant has resided in
more than one country after receiving the Grant. The Participants are advised to
consult their own financial and tax advisors (at their own expense) in
connection with the grant of Stock Options in order to verify their tax
position.
12. Breach of the Plan Rules
The Participant shall comply with the Plan Rules, as well as any instructions
given by Nokia regarding the Plan from time to time. If the Participant breaches
the Plan Rules, any applicable laws and/or any instructions given by Nokia
regarding the Plan, Nokia may at its discretion, at any time prior to vesting,
rescind the Grant of a Participant, who is in breach.
13. Communication
Any information related to the Grant or the Plan, which is posted on the Nokia
Equity Programs intranet website, is deemed to have reached the Participants as
of the date of entry of the information on the intranet.
Furthermore, Nokia has the right to send notices, instructions and other
Grant-related communication to the Participants either electronically (by
e-mail), by post or in any other manner, as determined by Nokia.
14. Effectivity of the Plan
The Plan shall become effective pursuant to the approval by the Board, Personnel
Committee, or its assignee.
15. Governing Law and Settlement of Disputes
These terms and conditions are governed by the laws of Finland. Disputes arising
out of the Stock Options will be settled by arbitration in Helsinki, Finland in
accordance with the Arbitration Rules of the Finnish Central Chamber of
Commerce, using one arbitrator.
EXHIBIT 5.1
March 30, 2006
Nokia Corporation
P.O. Box 226
FIN-00045 NOKIA GROUP
FINLAND
Ladies and Gentlemen,
I am the Assistant General Counsel of Nokia Corporation, a company incorporated
under the laws of the Republic of Finland (the "Company"), and, as such, I have
acted on behalf of the Company in connection with its offering of awards of
performance shares (the "Performance Shares"), restricted shares (the
"Restricted Shares") and stock options (the "Stock Options") with respect to the
shares of the Company, to eligible Company employees in the United States as
part of a worldwide employee offering (the "Employee Offering") that is being
undertaken to incentivise the selected key persons of the Company and its
subsidiaries and affiliates. Holders of Performance Shares, Restricted Shares or
Stock Options will be entitled to receive or subscribe for Shares of the
Company, with a par value of 0.06 euros (each a "Share"). American Depository
Shares (the "ADSs"), each representing one Share, are listed on the New York
Stock Exchange.
In connection with the opinions expressed below, I have examined:
(i) the terms and conditions of the Employee Offering; i.e., the Nokia
Performance Share Plan 2006, the Nokia Restricted Share Plan 2006, the
Nokia Stock Option Plan 2005, and the Nokia Auxiliary Equity Plan 2006
(currently comprised of the Nokia Auxiliary Performance Share Plan
2006, Nokia Auxiliary Restricted Share Plan 2006 and Nokia Auxiliary
Stock Option Plan 2006), as approved by the Board of Directors of the
Company in their meeting held on March 30, 2006.
(ii) the form of documentation to be furnished to employees eligible to
participate in the Employee Offering including a copy of the prospectus
prepared in accordance with the requirements of Part I of Form S-8
under the U.S. Securities Act of 1933, as amended (the "Securities
Act");
(iii) a signed copy of the company's Registration Statement on Form S-8 (the
"Registration Statement") relating to the Employee Offering, which
Registration Statement is being filed by the Company with the United
States Securities and Exchange Commission (the "Commission") on the
date hereof;
(iv) the Articles of Association of the Company; and
(v) originals, or copies certified or otherwise identified to my
satisfaction, of such documents, as I have deemed necessary and
appropriate as a basis for the opinion hereinafter expressed.
Based on the foregoing and having regard for such legal considerations as I deem
relevant, I am of the opinion that: (1) the Performance Shares, Restricted
Shares and Stock Options to be offered to eligible employees pursuant to the
Employee Offering will represent legal, valid and binding obligations of the
Company enforceable against the Company in accordance with their terms, and (2)
the Shares to be issued upon settlement or exercise, as applicable, of the
Performance Shares, Restricted Shares and Stock Options, in connection with the
Employee Offering will, upon issuance, have been duly authorized, validly issued
and be fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving this consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder. I am a lawyer admitted to
practice in Finland and I am not admitted in, do not hold myself as being an
expert on, and do not express any opinion on the law of any jurisdiction other
than the laws of the Republic of Finland.
Very truly yours,
/s/ Kaarina Stahlberg
- -----------------------------------------
Kaarina Stahlberg
Vice President, Assistant General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 2, 2006 relating to the
consolidated financial statements of Nokia Corporation, which appears in Nokia
Corporation's Annual Report on Form 20-F for the year ended December 31, 2005.
/s/ PricewaterhouseCoopers Oy
- -----------------------------
PricewaterhouseCoopers Oy
Authorized Public Accountants
Helsinki, Finland
March 30, 2006
