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TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2005
1. Purpose and Scope of the Plan
The purpose of the Nokia Restricted Share Plan 2005 (the "Plan")
is to recruit, retain, reward and motivate selected high
potential and critical employees, and to promote share ownership
of these key employees. To accomplish these objectives Nokia
Corporation ("Nokia") may grant selected employees of Nokia Group
shares in Nokia under this Plan.
Under the Plan a maximum of 6 250 000 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, 2005 and
December 31, 2005, inclusive.
2. Eligible Employees
The Personnel Committee of the Nokia Board of Directors (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).
Eligible to become Participants under the Plan are:
o Key talent employees;
o Employees with high potential; and
o Employees, who are critical resources
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 paragraph 2 above, the Board, Personnel Committee
or the CEO, as applicable, 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 paragraph 3.2 and provided
that the other terms and conditions of the Plan are also met, as
stated below.
As a condition to receive the grant of Shares, the Participant
will enter into an agreement, Restricted Share Agreement
("Agreement") with Nokia, which contains the conditions of the
grant. These are consistent with the purpose of the Plan as
approved by the Board. Entering into the Agreement, the
Participant accepts the grant of
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the Shares, the terms and conditions of the Plan, as well as the
conditions applicable to the grant, as determined by Nokia. The
following apply to the Restricted Shares and the grants made
under the Plan:
3.1. Number of Shares Granted. Each Restricted Share
Agreement shall specify the number of Shares the Participant
has been granted. No fractional Shares shall be granted.
3.2. Restriction Period. The Shares shall be transferred to
the Participant after a period of not less than 3 years from
the date when the Shares are offered or granted to the
Participant (the "Restriction Period") as specified 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.
3.3. Rights of the Participant during the 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.
3.4. 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.
3.5. Settlement of Shares. As soon as practicable after the
end of the Restriction Period and subject to the fulfilment
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.
3.6. 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.
3.7. 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.
3.8. 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 the Restriction Period rescind the grant
of Shares to such Participant.
3.9. 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 the 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.
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3.10. 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.
3.11. 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.
3.12. 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 fulfilment of such liability.
The Participants are personally responsible for any taxes and
social security charges associated with the grant of the 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 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.
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7. 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.
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, statutes or
regulations. In order to exercise these rights, the Participant
must contact Nokia Group Legal department in Espoo, Finland.