EXHIBIT 4.4
TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2007
1. PURPOSE AND SCOPE OF THE PLAN
The purpose of the Nokia Restricted Share Plan 2007 is to recruit,
retain, reward and motivate selected key talent employees, employees
with high potential, and critical employees. This Plan is also
intended to promote share ownership of these key employees. To
accomplish these objectives Nokia may grant eligible Nokia Group
employees Nokia Shares under this Plan.
The Plan may result to a grant of a maximum of 4 000 000 Restricted
Shares. The Board determines the general guidelines under the Plan
and approves the grants to eligible employees within its
authorities. Grants of Restricted Shares under these terms and
conditions may be made between January 1, 2007 and December 31,
2007, inclusive.
2. DEFINITIONS
BOARD: Board of Directors of Nokia Corporation.
GRANT AMOUNT: The number of Restricted Shares granted to a
Participant.
NOKIA: Nokia Corporation.
PARTICIPANT: Employee of Nokia Group who has received a grant of
Restricted Shares under the Plan.
PLAN: Restricted Share Plan 2007 of Nokia.
RESTRICTED SHARE/SHARES: The Grant Amount consists of Restricted
Shares. Each Restricted Share represents a right to receive certain
number of Shares or its cash equivalent upon settlement subject to
the fulfillment of these terms and conditions and provided that no
other restrictions related to these terms and conditions is
applicable.
RESTRICTION PERIOD: Period after which the Shares shall be settled
to the Participant. The Restriction Period shall be no less than 3
years from the date when the Restricted Shares were granted to the
Participant.
SETTLEMENT DATE: A banking day in Helsinki, Finland falling as soon
as practicable after the end of the Restriction Period, as
determined by Nokia.
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SHARE/SHARES: Nokia ordinary shares. What is said about Shares in
these terms and conditions, shall apply (as applicable) to the cash
equivalent of the Shares used for settlement.
3. GRANT OF RESTRICTED SHARES
At grant, each Participant is offered a Grant Amount of Restricted
Shares. Nokia will notify each Participant of the grant.
As a 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. RESTRICTION PERIOD
The Shares shall be settled to the Participant after the end of the
Restriction Period. The end of the Restriction Period shall be
specified to the Participant in the grant communication.
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 and
unless the Shares have been transferred to the Participant.
5. SETTLEMENT
On the Settlement Date Nokia will complete the settlement of the
Shares by transferring the applicable number of Shares or their cash
equivalent to the Participant's book-entry, brokerage or other bank
account, provided that the Participant has complied with these terms
and conditions and performed all the necessary actions to enable
Nokia to instruct the settlement.
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.
The participants shall not be entitled to any dividend or have any
voting rights or any other shareholder rights until and unless the
Shares have been transferred to the Participant.
6. CHANGES IN EMPLOYMENT
If the employment of the Participant with Nokia Group terminates
prior to the end of the Restriction 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 settlement. In case
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of death of the Participant prior to the end of the Restriction
Period, Nokia has the right to settle the Restricted Shares at the
Grant Amount prior to the end of the Restriction Period, within the
timeframe and in the manner determined by the Board. If made, such
special settlement will constitute full and final settlement of that
Restricted Share grant.
If the employment of the Participant terminates prior to the end of
the Restriction Period by any other reason than those mentioned
above, Nokia is entitled to redeem the Restricted Share grant from
the Participant without consideration, in which case 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 Restriction
Period or prorate the settlement of Restricted Shares.
7. BREACH OF THE TERMS AND CONDITIONS
The Participant shall comply with these terms and conditions, as
well as any instructions given by Nokia regarding the Plan from time
to time. If the Participant breaches these terms and conditions
and/or any instructions given by Nokia, Nokia may at its discretion
at any time prior to settlement rescind the grant of Restricted
Shares.
8. TERMS OF EMPLOYMENT
The grant or settlement of Restricted Shares does not constitute a
term or a condition of the Participant's employment contract with
Nokia under applicable local laws. The Restricted Shares do not form
a part of the Participant's salary or benefit of any kind.
9. TAXES AND OTHER OBLIGATIONS
The Participants are personally responsible for all taxes and social
security charges associated with the Restricted 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 Restriction Period. The Participants are advised
to consult their own financial and tax advisers (at their own
expense) before accepting the grant 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 Restricted Shares or any subsequent transactions related to
the Shares.
Pursuant to applicable laws, Nokia is or may be required or may deem
appropriate to withhold taxes, social security charges or fulfill
employment related or other obligations upon the grant or settlement
of
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Restricted Shares, or when 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 the completion of such measures or a
potential sale of the Shares on behalf of the Participants for the
completion of such measures.
10. VALIDITY OF THESE TERMS AND CONDITIONS
These terms and conditions shall become valid and effective upon the
approval by the Board. The Board may at any time amend, modify or
terminate these terms and conditions. The Board may make such a
resolution in its absolute discretion at any time.
Such action by the Board may also, as in each case is determined by
the Board affect the Restricted Share grants that are then
outstanding, but not settled.
11. ADMINISTRATION
The Plan shall be administered on behalf of Nokia by the Board.
Nokia has the authority to interpret these terms and conditions,
approve such other rules and procedures and take such other
measures, as it deems necessary or appropriate for the
administration of the Plan. Such action may also affect the
Restricted Share grants that are then outstanding, but not settled.
Nokia has the right to determine the practical manner of
administration and settlement of the Restricted Shares, including
but not limited to the acquiring, issuance, sale, and transfer of
the Shares or their cash equivalent to the Participant. 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 Restricted Share grants.
12. GOVERNING LAW
These terms and conditions are governed by Finnish laws. Disputes
arising out of these terms and conditions shall be settled by
arbitration in Helsinki, Finland, in accordance with the Arbitration
Rules of the Finnish Central Chamber of Commerce.
13. PROCESSING OF PERSONAL DATA
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 Restricted
Share grants. The personal data may be administered and processed by
either
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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.
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SUPPLEMENT TO THE GRANT OF RESTRICTED SHARES UNDER
THE NOKIA RESTRICTED SHARE PLAN 2007 IN USA
Amendments to the Nokia Restricted Share Plan 2007
For purposes of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the "CODE"), the Nokia Restricted Share Plan 2007 ("PLAN") is
amended, effective as of January 25, 2007, by adding the following "Code Section
409A Schedule" to the Plan.
"Code Section 409A Schedule"
Notwithstanding anything in the terms and conditions of the Plan
("PLAN RULES") to the contrary, effective as of January 25, 2007, 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 for the
relevant type of leave in the applicable HR policy at the time of the leave, the
end of the Restriction Period will be delayed for six months.
2. If a Participant's employment terminates prior to the end of the
Restriction Period by reason of retirement, early retirement, or permanent
disability, the Participant will retain the right to settlement the at the end
of the Restriction Period. If a Participant's employment terminates due to
death, Nokia will settle the Restricted Shares at the Grant Amount prior to the
end of the Restriction Period, at the beginning of the next closest calendar
quarter following the date on which Nokia HR has been informed of the
Participant's death, 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
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 2007
remains in full force and effect.
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