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NOKIA STOCK OPTION PLAN 2005
I TERMS AND CONDITIONS OF STOCK OPTIONS
1. Stock Options to be Issued
1.1. Nokia Corporation ("Company") will issue the maximum of 25 000 000 stock
options entitling to the subscription for the maximum of 25 000 000 of the
Company's newly issued shares (the "Shares" or "Share" as the case may be) with
a par value of EUR 0.06 each.
1.2. The stock options will be offered to selected [personnel] of Nokia Group
and to a wholly owned subsidiary of the Company (the "Subsidiary") to be offered
to selected personnel of Nokia Group. It is proposed that shareholders'
pre-emptive rights to the share subscription be disapplied since the stock
options are intended to form a part of the equity based incentive program of
Nokia Group.
1.3. The subscription period for the stock options to be issued as defined above
will expire as of July 31, 2006 or any earlier date as determined by the Board
of Directors of the Company (the "Board of Directors").
2. Stock Option Sub-categories and Lots
2.1. The stock options to be granted will be divided into sub-categories so that
the stock options that have equal share subscription price and expiry date of
the share subscription period (as defined in Section II.3 below) form one
sub-category. The Board of Directors will determine how the stock options to be
granted will be divided into the sub-categories. The sub-categories will be
denoted with a title that indicates the basis for the pricing and the time of
the pricing, for example: "2005 2Q" or "2006 1Q" regarding quarterly priced
stock options, or "2005 9M" or "2005 12M" regarding monthly priced stock
options.
3. Distribution of Stock Options
3.1. The Board of Directors will resolve on the distribution of the stock
options to selected personnel of Nokia Group (the "Participants") and the
Subsidiary. The stock options held by the Subsidiary may subsequently be
allocated to the Participants in accordance with the resolution of the Board of
Directors.
3.2. The Company will notify each Participant of the allocation of stock options
to the Participant.
4. Price of the Stock Options
4.1. The stock options will be issued free of charge.
5. Non-Transferability
5.1. The stock options are non-transferable to a third party by the Participant
and may be exercised for share subscription only.
5.2. Should the stock options be redeemed pursuant to Section I.6 below, the
Company may reallocate the redeemed and priced stock options to other
Participants in accordance with the resolution of the Board of Directors.
6. Other Restrictions pertaining to the Stock Options
6.1. Should a Participant cease to be employed by Nokia Group for any reason
other than retirement or permanent disability, as defined by the Company, or
death, the Company is entitled to redeem free of charge
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those stock options of such Participant for which the share subscription period
referred to in Section II.2 has not yet commenced as at the last day of such
Participant's employment. In addition, the Company is entitled to redeem free of
charge from such Participant those stock options, for which as at the last day
of the Participant's employment, the share subscription period has already
commenced, but which remain unexercised at such date.
6.2. The Company may resolve that in cases of voluntary and/or statutory leave
of absence of the Participant and in other corresponding circumstances the
Company has the right to defer the commencement of the share subscription period
of the stock options and/or redeem the stock options free of charge from the
Participant.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
1. Right to Subscribe for Shares
1.1. Each stock option will entitle the Participant to subscribe for one Share
with a par value of EUR 0.06. Pursuant to the share subscriptions the number of
shares of the Company may increase by a maximum of 25 000 000 Shares and the
share capital of the Company may increase by a maximum of EUR 1 500 000.
1.2. The share subscription with the stock options may take place only after the
share subscription period of each respective stock option has commenced.
1.3. The Subsidiary may not exercise the stock options for share subscription.
2. Share Subscription Period and Payment of Shares
2.1. The share subscription period for the stock options to be granted will be
determined by the Board of Directors and will begin not earlier than July 1,
2006 and end no later than December 31, 2011.
The stock option sub-categories and lots shall have a staggered schedule of
share subscription periods as depicted in the table below. The table illustrates
as an example the beginning of the subscription periods for the sub-category
"2005 2Q", but the subscription periods for the other sub-categories to be
denoted shall commence similarly no later than one year after the end of the
quarter, under which the sub-category has been denoted and the price determined.
Should the stock option sub-category be denoted on a monthly basis, the
subscription period commences in a similar way staggered no later than one year
after the end of the month under which the sub-category has been denoted.
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Title of Lot % of the whole Vesting date for
Sub-category Sub-category the Lot 1)
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2005 2Q 25% July 1, 2006
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2005 2Q 6.25% October 1, 2006
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2005 2Q 6.25% January 3, 2007
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2005 2Q 6.25% April 1, 2007
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2005 2Q 6.25% July 1, 2007
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2005 2Q 6.25% October 3, 2007
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2005 2Q 6.25% January 2, 2008
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2005 2Q 6.25% April 3, 2008
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2005 2Q 6.25% July 3, 2008
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2005 2Q 6.25% October 2, 2008
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2005 2Q 6.25% January 2, 2009
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2005 2Q 6.25% April 2, 2009
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2005 2Q 6.25% July 2, 2009
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1) Vesting date is the day when the share subscription period,
i.e. the right to subscribe for the share in connection with the
stock option exercise, commences
2.2. The share subscriptions shall be made to Nordea Bank Finland Plc or another
subscription agent, as determined by the Company from time to time. Payment of
the Shares subscribed for shall be made to the Company pursuant to the
instructions given by the Company, however, always prior to the release of the
Shares by the Company. The Company will resolve on all procedural matters
applicable to the share subscription and on the payment of the Shares.
3. Subscription Price
3.1. The share subscription prices for the different sub-categories of stock
options to be allocated to Participants under the Nokia Stock Option Plan 2005
will regularly be determined and the sub-categories denoted on a quarterly
basis. The share subscription price for such sub-categories of stock options
will equal to the trade volume weighted average price of the Nokia share on the
Helsinki Exchanges during the trading days of the first whole week of the second
month (i.e. February, May, August or November) of the respective calendar
quarter, based on which the sub-category has been denoted.
3.2. The Board of Directors may resolve that sub-categories be denoted and
priced also on a monthly basis. The share subscription price for such stock
option sub-categories will equal to the trade volume weighted average price of
the Nokia share on the Helsinki Exchanges during the trading days of the first
whole week of the respective month, based on which the sub-category has been
denoted.
3.3. Should the General Meeting in accordance with the proposal of the Board of
Directors decide to distribute a special dividend constituting a deviation to
the dividend policy of the Company, the amount of this special dividend will be
deducted from the share subscription price, which has previously been
determined. The Board of Directors will specify in its proposal for the dividend
whether the dividend, or a part of it, is such a special dividend, and will
determine the new share subscription price.
4. Shareholder Rights
4.1. Shares will be eligible for dividend with respect to the financial year in
which the share subscription takes place. Other shareholder rights will commence
on the date on which the share subscription is entered in the Trade Register.
5. Issue of Shares, Convertible Bonds and Stock Options before Share
Subscription
5.1. Should the Company, prior to the share subscription, increase its share
capital through an issue of new shares, or issue new convertible bonds or stock
options, the Participants will have the same or equal right as the shareholders
to participate in such an issue. Equality will be implemented in the manner
resolved by the Board of Directors so that the number of Shares, which may be
subscribed for with each sub-category, the share subscription prices or both
will be amended.
5.2. Should the Company, prior to the share subscription, increase the share
capital through a bonus issue, the share subscription ratio will be amended so
that the ratio of the share capital to Shares to be subscribed for by virtue of
the stock options remains unchanged. Should the new number of Shares, which may
be subscribed for by virtue of one stock option, be a share fraction, the
fraction will be taken into account by lowering the share subscription price.
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6. Rights of Participants in certain Cases
6.1. Should the Company, before the share subscription, reduce its share capital
through redemption of shares, the right to the share subscription of the
Participants will be adjusted in the manner specified in the resolution to
reduce the share capital.
6.2. Should the Company, before the commencement of the share subscription
period, be placed into liquidation, the Participants will be given the right to
subscribe for Shares with the stock options, the share subscription period of
which has commenced, within a period prior to the commencement of the
liquidation as prescribed by the Board of Directors.
6.3. Should the Company resolve to merge with another existing company or with a
company to be formed or should the Company resolve to be divided, the
Participants will be given the right to subscribe for all the Shares pertaining
to their stock options or to convert their stock options into stock options
issued by another company or, where a new company will be formed, by the formed
company, on such terms and within such a time period prior to the merger or
division, as prescribed by the Board of Directors. Following the closing of the
merger or division, any rights to subscribe for Shares or to convert the stock
options will lapse. The provision stated in this paragraph 6.3. also applies to
a merger, in which the Company takes part, and whereby the Company registers
itself as a European Company (Societas Europae) in another member state in the
European Economic Area. The same also applies, if the Company resolves to
restructure itself into a European Company and registers a transfer of its
domicile into another member state. This provision constitutes an agreement
referred to in Chapter 14, Section 3 of the Companies Act.
6.4. Should the Company, before the end of the share subscription period, make a
resolution to acquire its own shares with an offer to all the shareholders, the
Company will be obliged to make an equal offer to the Participants in respect of
stock options, the share subscription period of which has commenced. If the
Company acquires its own shares in any other manner, no measures will need to be
taken in relation to the stock options.
6.5. Should a tender offer regarding all shares and stock options issued by the
Company be made or should a shareholder under the articles of association of the
Company or the Securities Markets Act have the obligation to redeem the shares
from the Company's other shareholders, or to redeem the stock options, or should
a shareholder have under the Companies Act the right and obligation to redeem
the shares from the Company's other shareholders the Participants may,
notwithstanding the transfer restriction prescribed under section I.5 above,
transfer all of the stock options in their possession to the offeror, or the
party under the obligation or right of redemption, as applicable.
6.6. Should a shareholder have under the Companies Act the right to redeem the
shares from the other shareholders of the Company, the Participants will have a
corresponding obligation to that of the shareholders to transfer all of their
stock options for redemption to the redeeming shareholder.
6.7. The Board of Directors may, however, in any of the situations prescribed
above in paragraph 6.5 and 6.6, also give the Participants an opportunity to
exercise all of the stock options in their possession for share subscription or
to convert them into stock options issued by another company on such terms and
within such time period prior to the completion of the tender offer or
redemption, as prescribed by the Board of Directors. At the close of this period
set by the Board of Directors, all rights to a share subscription or to a
conversion of stock options shall lapse.
6.8. Should the par value of the Company's share be changed so that the share
capital remains unchanged, the number of issued stock options will be amended
accordingly so that each stock option will still entitle to subscribe for one
Share, and the terms and conditions of the stock options concerning the share
subscription will be amended so that the aggregate par value of the Shares to be
subscribed for and the aggregate share subscription price remain unchanged.
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6.9. Should the Company be changed from a public limited company into a private
limited company, the terms and conditions of the stock options will not be
amended.
III OTHER TERMS AND CONDITIONS
1. These terms and conditions are governed by the laws of Finland. Disputes
arising out of the stock options will be settled by arbitration in accordance
with the Arbitration Rules of the Finnish Central Chamber of Commerce.
2. In the event of conflict, the Finnish language version of these terms and
conditions shall prevail.
3. The Board of Directors is authorized to make other than material amendments
to these terms and conditions. The Board of Directors shall resolve on other
matters relating to the stock options as well as the Shares. It may also give
binding instructions regarding the Participants. The Company has the sole power
to interpret these terms and conditions.
4. Any notices to the Participants relating to this stock option plan shall be
made in writing, electronically or any other manner as determined by the
Company.
5. The Board of Directors may resolve on the transfer of the stock options or
part thereof to the book-entry system and on any possible technical amendments
resulted thereby to these terms and conditions of the stock options.
6. The documentation for the stock options referred to in the Finnish Companies
Act may be viewed at the Company's head office in Espoo, Finland.