EXHIBIT 4.9
NOKIA 1(4)
March 30, 2006
TERMS AND CONDITIONS OF THE NOKIA AUXILIARY STOCK OPTION PLAN 2006
1. Eligible employees
The Board of Directors of Nokia (the "Board") or its Personnel Committee (the
"Personnel Committee"), or their assignee, shall approve the grants (the "Grant"
or "Grants") under the Nokia Auxiliary Stock Option Plan 2006 (the "Plan") to
eligible employees within Nokia Group (the "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.
2. Grant of Stock Options
Under this Plan Nokia Corporation or any of the companies within Nokia Group
("Nokia") may issue to the Participants stock options (the "Stock Options")
entitling the holder to the purchase of one Nokia American Depositary Share
(the "ADS") evidenced by an American Depositary Receipt (the "ADR") for one
Stock Option at the price determined under paragraph 6 below (the "Exercise
Price").
The number of Stock Options granted to each Participant shall be communicated to
him/her by Nokia individually, either in the relevant grant agreement entered
into between Nokia and the Participant (the "Grant Agreement") or by other
means, as determined by Nokia. The Stock Options will be issued free of charge,
unless otherwise indicated in the Grant Agreement.
3. Administration
The Plan shall be administered on behalf of Nokia by the Board, the Personnel
Committee, or its assignee, as determined by the Board. Nokia has the right to
approve such rules and procedures and take such other measures, as it shall deem
necessary or appropriate for the administration of the Plan. Nokia shall also
have the authority to interpret and amend these Terms and Conditions of the Plan
("Plan Rules"), as applicable. Such a resolution may also affect the Grants then
outstanding, but not vested.
Nokia has the right to determine the practical manner of administration of the
Plan, including the acquiring, issuance, sale, and transfer of the shares
necessary to complete the Grant or the settlement of a Grant to the Participant.
In the Grant Agreement, 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
The grant of Stock Options 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 and/or to
an agent of Nokia 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.
4. Non-Transferability
The Stock Options are non-transferable to a third party by the Participant and
may only be exercised by the Participant.
A Stock Option that is cancelled, forfeited, or otherwise terminated for any
reason prior to exercise, shall not become available for grant.
5. Exercise Price
The exercise price of the Stock Options (the "Exercise Price") or the grounds
for the determination of the Exercise Price shall be determined by the Board,
the Personnel Committee, or its assignee. The Exercise Price of the Stock
Options granted to a Participant shall be indicated in the Grant Agreement.
6. Exercise Period and Expiry Date
The exercise period of the Stock Options (the "Exercise Period") will be
annually between January 2, and December 31 until the date of their expiry. The
granted Stock Options will expire at the close of the fifth calendar year
following the grant date for the Stock Options, unless otherwise indicated in
the Grant Agreement.
However, notwithstanding the above, the Exercise Period will commence no earlier
than as of the day when the relevant Stock Options have vested, as determined
under paragraph 8 below.
Nokia has the right to limit the exercise windows available for the Participants
with the Stock Options due to any administrative or legal reasons, including
service limitations of the stock plan administrator, stock exchange trading in
Nokia ADR's or the underlying Nokia shares, or other reasonable cause.
The Stock Options will expire as of the day indicated in the Grant Agreement.
Notwithstanding this, the Participant will forfeit the Stock Options according
to the applicable Nokia policies, including situations of changes in employment
as described under paragraph 10 below, unless indicated otherwise in the Grant
Agreement.
7. Vesting Schedule
Unless otherwise indicated in the Grant Agreement, the Stock Options will vest
over four years according to the following staggered schedule: the first 25% of
the
NOKIA 3(4)
March 30, 2006
granted Stock Options will vest as of the first day of the calendar quarter
immediately following 12 months after the grant date of the Stock Options.
Subsequently, an additional 6.25% of the total Grant will vest as of the first
calendar day of each quarter.
In the case of a voluntary and/or statutory leave of absence of the Participant,
the vesting schedule may be affected as defined under paragraph 10 below.
8. Exercise Process
The Participant shall submit the exercise orders and pay the Exercise Price of
the Stock Options according to the instructions given by Nokia or its designated
stock plan administrator.
9. Rights of Holders of Stock Options in certain corporate actions affecting
shares of Nokia Corporation or Nokia ADR's
Nokia will determine how a corporate action affecting the Nokia shares, ADS's or
ADR's will affect the Stock Options granted under the Plan. Such corporate
actions may include share splits or reverse splits, public offerings or other
relevant events.
The Stock Options will not incur any shareholders rights pertaining to the ADR's
nor the underlying Nokia shares or ADS's, until such moment in time and provided
that the Stock Option has been exercised and the resulting Nokia Share or ADS
has been recorded to be validly held by the Participant.
10. Changes in Employment and Leaves of Absence
If the employment of the Participant with Nokia terminates for any reason other
than retirement or permanent disability (these events to be defined by Nokia at
its discretion), or death, Nokia is entitled to cancel without consideration all
of the unvested Stock Options of such Participant as of the day of termination
of the employment of such Participant with Nokia, unless otherwise indicated in
the Grant Agreement.
In addition, Nokia has the right to cancel without consideration those vested
Stock Options as of the last day of the Participant's employment that have not
been exercised on such date.
In the case of a Participant's leave of absence (voluntary or involuntary), the
length of which exceeds the threshold length determined for that type of leave
in the applicable Nokia HR policy at the time of the Grant, Nokia has the right
to defer the vesting of the Stock Options to an equivalent extent from the
scheduled vesting date of the Stock Options.
11. 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. Nokia shall have the right to determine how such collection,
withholding or other measures will be arranged or carried out.
NOKIA 4(4)
March 30, 2006
The Participants are personally responsible for any taxes and social security
charges associated with the Stock Options. This includes responsibility for any
and all tax liabilities in multiple countries, if the Participant has resided in
more than one country after receiving the Grant. The Participants are advised to
consult their own financial and tax advisors (at their own expense) in
connection with the grant of Stock Options in order to verify their tax
position.
12. 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, any applicable laws 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 a Participant, who is in breach.
13. Communication
Any information related to the Grant or the Plan, which is posted on the Nokia
Equity Programs intranet website, is deemed to have reached the Participants as
of the date of entry of the information on the intranet.
Furthermore, Nokia has the right to send notices, instructions and other
Grant-related communication to the Participants either electronically (by
e-mail), by post or in any other manner, as determined by Nokia.
14. Effectivity of the Plan
The Plan shall become effective pursuant to the approval by the Board, Personnel
Committee, or its assignee.
15. Governing Law and Settlement of Disputes
These terms and conditions are governed by the laws of Finland. Disputes arising
out of the Stock Options will be settled by arbitration in Helsinki, Finland in
accordance with the Arbitration Rules of the Finnish Central Chamber of
Commerce, using one arbitrator.