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.