EXHIBIT 4.7
NOKIA 1(7)
March 30, 2006
Group Legal
TERMS AND CONDITIONS OF THE NOKIA AUXILIARY PERFORMANCE SHARE PLAN 2006
1. Definitions
Board: Board of Directors of Nokia Corporation.
Grant Agreement: Agreement entered into between the Participant and
Nokia on the grant of Performance Share Units under the Plan.
Grant Amount: The number of Units that will be allocated to a
Participant. The Units are tied to one or more performance criteria
indicated defined in the Grant Agreement. The Grant Amount equals the
number of Units at Target and may represent one or more Threshold
Numbers, depending on how many performance criteria are used, as
indicated in the Grant Agreement.
Interim Measurement Period 1: The time period from January 1, 2006
through 31 December, 2006. The achievement of the pre-determined
performance criteria for the Interim Measurement Period 1, defined in
the Grant Agreement, is measured for this Period.
Interim Measurement Period 2: The time period from January 1, 2007
through 31 December, 2007. The achievement of the pre-determined
performance criteria for the Interim Measurement Period 2, defined in
the Grant Agreement, is measured for this Period.
Nokia: Nokia Corporation, Nokia Inc. Nokia Holding Inc, as the case may
be, and as indicated in the Grant Agreement.
Nokia Group: The consolidated group of companies with Nokia Corporation
as the parent company.
Maximum Number: The number of Units to vest as Shares, provided that
the Maximum Performance is achieved with respect to the performance
criterion, to which the Maximum Number is tied, as indicated in the
Grant Agreement. The Maximum Number of Units equals 2.5 times the
Threshold Number.
Maximum Performance: The maximum performance level, defined for the
performance criterion independently in the Grant Agreement affecting
the number of granted Units to vest.
Merger: Business acquisition transaction completed by Nokia Corporation
or any company within Nokia Group, as the case may be and indicated in
the
NOKIA 2(7)
March 30, 2006
Group Legal
Grant Agreement with the Participant, related to which transaction
the Grants under the Plan have been awarded.
Participant: Eligible persons among employees of Nokia Group who, in
connection with the Merger and based on the approval by Board,
Personnel Committee, or its assignee, have been approved to receive a
grant of Units under the Plan.
Personnel Committee: Personnel Committee of the Board of Directors of
Nokia Corporation.
Performance Period: The time period from January 1, 2006 through
31 December, 2007. The achievement of the pre-determined performance
criteria defined in the Grant Agreement is measured for this Period.
Performance Share Unit or Unit: Each Participant receives a Grant
Amount of Performance Share Units. The Units will vest as Shares for
the Participant to the extent of and subject to the Vesting and other
conditions under the Plan.
Plan: The Nokia Auxiliary Performance Share Plan 2006.
Plan Rules: This document as approved by the Board as of 30 March,
2006.
Settlement: Represents the moment in time when Nokia arranges for
the transfer and delivery of the Shares to the Participant's
book-entry,brokerage or other account, subject to the fulfilment of
the Vesting conditions under the Plan.
Settlement Date: A banking day in Helsinki, Finland, 30 days after the
Vesting Date, or as soon as practicable thereafter, as determined by
Nokia. However, the Settlement Date shall not be earlier than the third
banking day immediately following the day of the announcement of
Nokia's earnings release for 2007.
Special Cash Equivalent: Cash payment to the Participants under early
termination in situations defined under paragraph 7 below. The Special
Cash Equivalent will be based on achieved performance levels, defined
in the Grant Agreement. Unless stipulated otherwise in these Plan
Rules, the Settlement of the Special Cash Equivalent is carried out to
the extent possible like the Settlement of Shares.
Share/Shares: Nokia ordinary shares to be transferred to Participants
based on vested Units. Nokia may, however, in its sole discretion, use
for the Settlement of vested Units one or more of the ways of funding
described under paragraph 6, including cash settlement. What is said
about Shares in these Plan Rules, is applicable 'mutatis mutandis' to
their cash equivalent, including the Special Cash Equivalent, unless
stipulated differently in the Plan Rules.
Target Performance: The targeted performance level, defined for each
performance criterion independently in the Grant Agreement affecting
the number of granted Units to vest.
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March 30, 2006
Group Legal
Threshold Number: The number of Units to vest as Shares, provided that
the Threshold Performance is achieved with respect to the one
performance criterion, to which the Threshold Number is tied, as
determined in the Grant Agreement.
Threshold Performance: The minimum performance level, defined for each
performance criterion independently in the Grant Agreement, affecting
the number of granted Units to vest.
Vesting: Represents the moment in time when the Participant earns the
Shares, subject to the Plan Rules, and shall acquire the right to
receive full ownership of such number of Shares at Settlement.
Vesting Date: December 31, 2007.
2. Eligible Employees
Nokia may grant under the Plan Performance Share Units to eligible
Participants. The Board, Personnel Committee or its assignee shall
approve the grant of Units under the Plan to Participants in accordance
with either.
a) Nokia's Global Grant guidelines or
b) A specific grant nomination or specific guidelines applicable to an
acquisition or acquisitions, as approved by the Board, Personnel
Committee or its assignee.
3. Grant of Units
At grant, each Participant will receive a Grant Amount of Units at
Target, as indicated in the Grant Agreement. The Units will vest as
Shares to the Participants, subject to the Vesting conditions described
below under paragraph 4, and other provisions in these Plan Rules.
In connection with the grant of Units, the Participant may be required
to give Nokia such authorizations and consents, as Nokia deems
necessary in order to administer the Plan. The fulfilment of such
requirements and the compliance by the Participant with such
instructions by Nokia forms a precondition of a valid grant.
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March 30, 2006
Group Legal
4. Vesting Conditions of the Performance Share Units
The granted Units shall vest as Shares provided and to the extent that
the performance level reaches or exceeds the pre-determined financial
performance levels defined in Grant Agreement for each of the Interim
Measurement Periods, 1 and 2, independently.
Further, the following rules shall be applied to the Units to be vested
under the Plan:
a) The total amount of Units to be vested as Shares shall not exceed
2.5 times the Threshold Number or 1.25 the Grant Amount.
b) If the Threshold Performance is not reached, no Units shall be
vested as Shares.
c) To the extent that the Threshold Performance is exceeded, the number
of Units to be vested as Shares shall increase linearly from the
Threshold Number up to the Grant Amount (target), as indicated in the
Grant Agreement.
d) To the extent that the Target Performance is exceeded, the number of
Units to vest will increase linearly up to the Maximum Performance, as
indicated in the Grant Agreement.
5. Measurement and Calculation of Payout under the Plan
The measurement of the fulfilment of the performance criteria relevant
to the Plan shall be made after the close of both the Interim
Measurement Period 1 and 2, independently. Based on the outcome of the
measurements, the number of Units being vested and the number of Shares
shall be calculated.
Nokia shall carry out the measurement and calculate the number of Units
to be vested, the number of Shares to be settled or the equivalent cash
payout to be made, if applicable, in its sole discretion.
The calculation of the number of Shares to be vested shall not result
in fractional Shares. The number of Shares shall be rounded to the
nearest whole Share.
The Special Cash Equivalent is determined and paid out by Nokia for
each Interim Measurement Period independently, on a pro-rata basis as a
ratio between the number of months of employment with Nokia Group and
12. For each month of employment, the number of the Participant's
actual working days is rounded to the nearest full month. No adjustment
shall be made based on potential periodical fluctuations of performance
within an Interim Measurement Period.
NOKIA 5(7)
March 30, 2006
Group Legal
6. Settlement of Grant
The Settlement of the Shares based on vested Units shall take place as
soon practicable after the Vesting Date, as determined by Nokia. 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.
On Settlement Date, subject to the fulfilment of the Plan Rules by the
Participant, the Shares, their cash equivalent or the Special Cash
Equivalent shall, as instructed by Nokia, be transferred to the
Participant's personal book-entry, brokerage or bank account, provided
that the Participant has performed all the necessary actions to enable
Nokia to instruct such a transfer. Should cash settlement be used, the
cash equivalent of the Shares shall be remitted to the Participant's
cash account.
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 the
applicable Settlement Date.
7. Changes in Employment Affecting Vesting
If the employment of the Participant with Nokia Group terminates prior
to Vesting Date by the reason of early retirement, retirement,
permanent disability (as defined by Nokia at its sole discretion), or
death, the ownership of the Shares vesting will pass to the Participant
and the Shares will be transferred to the Participant's account on
Settlement Date.
If the employment of the Participant with Nokia Group terminates prior
to the Vesting Date for any other reason than those mentioned above,
including a termination for cause, as defined in the Letter Agreement,
signed by the Participant in connection with the Merger, the
Participant shall not acquire ownership of the Shares on the Vesting
Date and the Shares will not be transferred to the Participant's
account.
In cases of voluntary, involuntary and/or statutory leave of absence of
the Participant during the Performance Period, Nokia has the right to
defer the Vesting Date and Settlement Date to an equivalent extent
after the scheduled Vesting and Settlement Dates.
In the event that the employment of the Participant with Nokia Group is
terminated by Nokia for reasons other than cause, as defined in the
Letter Agreement mentioned above, the Participant will be entitled to a
Special Cash Equivalent, in lieu of Shares, based on and adjusted to
achieved performance levels, defined in the Grant Agreement. The
settlement of the Special Cash Equivalent is described under paragraphs
5 through 7 above.
NOKIA 6(7)
March 30, 2006
Group Legal
8. Prohibited Transactions
The Participants are not entitled to enter into any derivative
agreement or any other corresponding financial arrangement relating to
the Units or Shares until the Shares have been vested and settled on
the Participant's account.
9. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to collect
withholding taxes, social security charges or fulfil employment related
and other obligations upon granting of Units or when settling Shares,
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
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 Units 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 advisors (at their own expense) in connection with
the grant of Units 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.
10. 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 Vesting, rescind the grant of Units to a Participant, who is
in breach.
11. Validity of the Plan
The Plan shall become valid and effective upon the approval by the
Board, Personnel Committee, or its assignee, and it may at any time
amend, modify or terminate the Plan and/or the Plan Rules, including
the Performance Criteria. Such a resolution may also, as in each case
is determined by the Board, affect the Units that are then outstanding,
but not settled.
NOKIA 7(7)
March 30, 2006
Group Legal
12. Administration
The Plan shall be administered by Nokia in accordance with the
guidelines approved by the Board or Personnel Committee, or its
assignee, as the case may be.
Nokia has the right to determine the practical manner of administration
of the Plan, including but not limited to the acquisition, issuance,
sale, and transfer of the Shares to the Participant in connection with
Settlement. Furthermore, Nokia has the right to require from the
Participant the submission of such information or contribution that is
necessary for the administration and Settlement of the grants.
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 of Units by Nokia to some Participants may be limited and/or
subject to additional, specific terms and conditions other than
stipulated in the Plan Rules 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.
13. 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 by one arbitrator
in accordance with the Arbitration Rules of the Finnish Central Chamber
of Commerce.
Copyright (C) Nokia Corporation 2006. All rights reserved.
Nokia and Nokia Connecting People are registered trademarks
of Nokia Corporation.
SUPPLEMENT TO THE GRANT OF PERFORMANCE SHARES UNDER
THE NOKIA AUXILIARY PERFORMANCE SHARE PLAN 2006 IN USA AND/OR CANADA
Amendments to the Nokia Auxiliary Performance Share Plan 2006
For purposes of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), the Nokia Auxiliary Performance Share Plan 2006
("Plan") is amended, effective as of March 30, 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 March 30, 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 thirtieth (30th) day after the
Vesting Date, 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
Vesting Date shall be June 30, 2008.
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 Auxiliary Performance Share
Plan 2006 remains in full force and effect.