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.