NOKIA 1 (4)
TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2004
1. Purpose and Scope of the Plan
The purpose of the Nokia Restricted Share Plan 2004 (the "Plan") is to retain
certain key employees of Nokia Group, and to promote share ownership of these
key employees. To accomplish these objectives Nokia Corporation ("Nokia") may
grant selected key employees of Nokia Group shares in Nokia.
Under the Plan a maximum of 2,000,000 Nokia shares (the "Shares") may be granted
to eligible participants, subject to restrictions, terms and conditions under
the Plan.
Grants from this Plan may be made between January 1, 2004 and December 31, 2004,
inclusive.
2. Eligible Employees
The Personnel Committee shall determine the eligible employees of Nokia Group to
be offered Shares under the Plan (the "Participants" or "Participant" as the
case may be).
Participants under the Plan are:
o Key talent employees;
o Employees with high potential; and
o Empoyees who are critical recourses
The Personnel Committee of the Nokia Board of Directors (the "Personnel
Committee") shall approve nominations for members of the Group Executive Board,
other than the President and the CEO
The Personnel Committee shall recommend to the Board of Directors of Nokia (the
"Board") for approval the nominations for the President and the CEO.
In addition, the CEO of Nokia shall be authorized to approve grants to eligible
employees, except for members of the Group Executive Board.
3. Grant of Shares
As described in Section 2 above, the Board, Personnel Committee or the CEO,
respectively, shall approve the grant of Shares. The grant of Shares means that
the Participant is given an offer to receive a certain amount of Shares subject
to the restrictions set forth below.
The Participant shall acquire ownership of the Shares and all the rights
relating to the Shares only after the end of the Restriction Period as defined
below in Section 3.b) and provided that the terms and conditions of the Plan are
met.
NOKIA 2 (4)
In connection with the grant of Shares, the Participant will enter into an
agreement, Restricted Share Agreement, between Nokia and the Participant
essentially in such form and containing such provisions as are consistent with
the purpose of the Plan and as the Personnel Committee shall from time to time
determine. By signing the agreement, the Participant accepts the grant of the
Shares and the conditions set by Nokia to be applicable to the grant. The
following terms and conditions shall, at the minimum, apply to the Restricted
Share Agreement:
a) Shares Granted. Each Restricted Share Agreement shall specify the
number of Shares the Participant has been granted. No fractional
Shares shall be granted.
b) Restriction Period. The Shares shall be transferred to the Participant
after a period of not less than 3 years from the date of the grant of
the Shares (the "Restriction Period") as stated in the Restricted
Share Agreement. During the Restriction Period, the Participant does
not have any legal ownership or any other rights relating to the
Shares.
c) Rights of the Participant during Restriction Period. 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 the Shares have been
transferred to the Participant after the end of the Restriction
Period.
d) Prohibited transactions. The Participants are not entitled to enter
into any derivative agreement or any other corresponding financial
arrangement relating to the Shares until the Shares have been
transferred to the Participant at the end of the Restriction Period.
e) Settlement of Shares. As soon as practicable after the end of the
Restriction Period and subject to the fulfillment of the terms and
conditions of the Plan, the Participant will acquire ownership of the
granted amount of Shares, which shall be transferred to the
Participant's personal book-entry or brokerage account designated by
Nokia. At the same time, the Participant will acquire ownership of the
Shares.
f) Changes in employment. If the employment of the Participant 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 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.
g) 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.
h) Breaches of the Plan rules. 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 the end of Restriction Period
rescind the grant of Shares to such Participant.
i) High standard performance. If the performance, the contributions or
leadership of the Participant significantly deteriorate at any time
during the Restriction Period, Nokia reserves the right at its
discretion at any time prior to the end of Restriction Period to
rescind the grant of Shares to such Participant. The circumstances
that may lead to rescinding the grant of Shares are to be solely
determined and interpreted by Nokia.
NOKIA 3 (4)
j) Acceptance. The Participant shall accept all, none or a portion of the
Shares by returning the Restricted Share Agreement signed to the Nokia
contact person designated in the Agreement. Once the Participant has
accepted the Shares, the acceptance may not be rescinded by the
Participant.
k) Other provisions. The grant of the Shares 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 Shares do not form a part of the Participant's salary or
benefit of any kind.
l) Authorization and consents. Nokia has the right to require from the
Participant the submission of such information or contribution that is
necessary in the administration of the grants. This includes the
authorization to Nokia or its assigns, 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 on behalf of the Participant. By signing the
Restricted Share Agreement, the Participant also consents to the
processing of and transferring of all personal data given by him/her
for the administration of the Plan.
4. Administration
Pursuant to the instructions given by the Board, the Plan shall be administered
by the Personnel Committee. The Personnel Committee is empowered to adopt such
rules, regulations and procedures and take such other measures as it shall deem
necessary or appropriate for the administration of the Plan. The Personnel
Committee shall also have the authority to interpret and amend these Plan rules.
The Human Resources Department of Nokia will assist the Personnel Committee in
the day-to-day administration of the Plan.
Nokia has the right to determine the practical manner of administration and
settlement of the grants, including but not limited to the acquiring, issuance,
sale, and transfer of the Shares to the Participant.
5. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to collect withholding
taxes, social security charges or fulfil other employment related obligations
upon the receipt or sale 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, including but not limited to potential sale of Shares for the
fulfillment of the such liability.
The Participants are personally responsible for any taxes and social security
charges associated with the grant of the Shares. The Participants are advised to
consult their own financial and tax advisers (at their own expense) before the
acceptance of the grant of the Shares, i.e. signing the Restricted Share
Agreement.
6. Effectivity of the Plan
The Plan shall become effective pursuant to the adoption by the Board. The Board
may at any time amend, modify or terminate the Plan, including but not limited
to situations where required resolutions by Nokia's General Meeting of
Shareholders is not received. Such a resolution by the Board may also, as in
each case determined by the Board, affect the grants then outstanding, but not
settled.
7. Governing Law
NOKIA 4 (4)
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.
8. 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 of 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 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 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, statutues or
regulations. In order to exercise these rights, the Participant must contact
Nokia Head Office Legal department in Espoo, Finland.