EXHIBIT 4.5
Nokia Holding, Inc.
Employee Stock Purchase Plan
(Restated January 10, 2002)
Nokia Holding, Inc. (the "Company"), a Georgia corporation, does hereby
establish its Employee Stock Purchase Plan as follows:
1. Purpose of the Plan
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The purpose of this Plan is to provide Eligible Employees in the United
States who wish to own an interest in Nokia Corporation, the Parent of the
Company, with a convenient method of doing so. It is believed that
participation by Eligible Employees in the ownership of the business will
be to the mutual benefit of both the employees and the Company. It is the
intention of the Company to offer this as an employee stock purchase plan
that is nonqualified under Section 423 of the Internal Revenue Code.
2. Definitions
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Account means the funds accumulated with respect to an individual employee
as a result of deductions from his/her paycheck for the purpose of
purchasing Shares under this Plan. The funds allocated to an employee's
account shall remain the property of the respective employee but may be
commingled with the general funds of the Company.
Affiliate means any United States corporation that is.part of a controlled
group of corporations, as that term is defined in Section 1563(a) of the
Code, with the Company.
Base Pay means regular straight time earnings, not to include incentives,
bonuses, commissions, overtime, differentials or other special payments
except to the extent that the Board specifically includes any such item.
Board means the Board of Directors of the Company.
Broker Account means the balance of Shares accumulated with respect to an
individual employee as a result of share purchases made with the Eligible
Employee's paycheck deductions. The shares allocated to an employee's
Broker Account shall remain the property of the respective employee at all
times.
Code means the U.S. Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.
Committee means the committee appointed by the Board to administer the
Plan, if such a committee has been appointed. If the Board does not appoint
a committee to administer the Plan, the Board shall act as the committee.
Company means Nokia Holding, Inc., a Georgia corporation.
ESPP Broker is the stock brokerage or other financial services firm
designated by the Company to establish a brokerage account in the
participants' names, purchase Shares on behalf of individual participants
and undertake disposition of the Shares according to the participants'
direction.
ESPP Record Keeper is the administrator designated by the Company to
collect Eligible Employee participation elections, instruct payroll
deductions, instruct the ESPP Broker with regard to purchases and report to
the participant the number of shares purchased each offering as well as the
associated taxable income. The ESPP Record Keeper will report taxable wages
to the Nokia Payroll.
Shares means American Depositary Shares, representing Nokia Corporation
Shares.
3. Eligible Employees
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Any regular, full-time employee of the Company or its Affiliates who is in
the employ of the Company or its Affiliates in the United States and in the
Nokia Benefits Center's system at the time enrollment packets are produced
is eligible to participate in the Plan (hereinafter "Eligible Employee").
Excluded from the definition of Eligible Employee are the following
employment categories:
a) employees on an international assignment contract outside of the
United States;
b) employees whose work schedule is customarily less than 30 hours
per week;
c) employees whose employment relationship will not be more than six
months in any calendar year;
d) employees who are classified as interns or co-ops; and
e) employees on unpaid leave of absence.
Under no circumstances will individuals classified by the Company or its
Affiliates as consultants, independent contractors, leased employees,
individuals providing services through third-party staffing agencies, and
other individuals in similar categories be considered Eligible Employees
under this Plan. Furthermore, if a court, regulatory body or administrative
agency or other entity having jurisdiction later decides that such
individual is considered an employee of the company or U.S. affiliates,
he/she will not be eligible to participate in the Plan.
4. Offerings
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There will be two separate consecutive six-month offerings pursuant to the
Plan each calendar year. The first offering shall commence on August 15,
2000 and end on February 14, 2001. Thereafter, offerings shall commence on
each subsequent February 15 and August 15.
In order to become eligible to purchase Shares, an Eligible Employee must
actively make an election to participate during the designated open
enrollment period for the particular offering in which he/she wishes to
participate. Participation in one offering under the Plan shall neither
limit, nor require, participation in any other offering.
5. Price Per Share and Share Purchase Dates
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The purchase price per Share shall be 85% of the fair market value of a
Share following the end of the offering, as defined in section 4. Fair
market value shall mean the average purchase price at the time the ESPP
Broker transacts the purchase on behalf of the Plan participants. Purchases
on behalf of the participants will be made on Share Purchase Dates.
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Share Purchase Dates shall mean the dates in which the ESPP Broker will
purchase Shares on behalf of Plan participants for each six-month offering.
For offerings commencing on August 15th and ending on February 14, the
Broker will purchase Shares in accordance with the following schedule:
Calendar Month Share Purchase Dates
-------------- --------------------
September Any day between 22nd and 28th day of the month
October Any day between 22nd and 28th day of the month
November Any day between 22nd and 28th day of the month
December Any day between 22nd and 28th day of the month
February Any day between 22nd and 28th day of the month
For offerings commencing on February 15th and ending on August 14, the
Broker will purchase Shares on behalf of plan participants in accordance
with the following schedule:
Calendar Month Share Purchase Dates
-------------- --------------------
March Any day between 22nd and 28th day of the month
April Any day between 22nd and 28th day of the month
May Any day between 22nd and 28th day of the month
June Any day between 22nd and 28th day of the month
July Any day between 22nd and 28th day of the month
August Any day between 22nd and 28th day of the month
5. Offering Date
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The offering date as used in this Plan shall be the commencement date of
the offering (August 15 or February 15), if such date is a regular business
day, or the first regular business day following such commencement date. A
different date may be set by resolution of the Board.
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6. Enrollment Period
-----------------
The enrollment period as used in this Plan shall be a designated two-week
period prior to each offering date during which each Eligible Employee may
elect to participate. Notification will be sent to Eligible Employees prior
to the Open Enrollment period. An Eligible Employee will be required to
actively enroll in each offering during the enrollment period to
participate.
7. Number of Shares to be Offered
------------------------------
There is no maximum number of Shares to be offered under the Plan. The
Shares to be purchased by participants under the Plan will be purchased on
the open market by the ESPP Broker on behalf of the individual Eligible
Employees.
The Eligible Employee may elect to have up to a maximum of 10% of base pay
withheld through payroll deductions towards the purchase of Shares.
8. Participation
-------------
An Eligible Employee may become a participant only by electing to
participate in the Plan. The Eligible Employee must (a) actively select to
participate in an offering (b) indicate the amount of Base Pay the Eligible
Employee wishes to have withheld towards Share purchases and (c) authorize
payroll deductions for the offering.
Payroll deductions for a participant shall commence on the first pay date
after the commencement of the offering and shall end on the last pay date
of such offering unless earlier terminated by the Eligible Employee as
provided in section 11.
Eligible Employees will be required to actively enroll in each offering to
participate. The Company will not automatically re-enroll an Eligible
Employee in the next offering or continue payroll deductions following the
end of each offering.
9. Payroll Deductions
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If an Eligible Employee elects to participate in the Plan, he/she shall
elect to have deductions made from his/her Base Pay (after tax) each pay
date during the offering. The Eligible Employee will receive an enrollment
statement showing election choices of 1%, 2%, 3%, 4%, 5%, 8%, 7%, 8%, 9% or
10% of his/her Base Pay. Each election choice will indicate the dollar
amount of the payroll deduction per pay period. The per pay period dollar
amount indicated on the Eligible Employee's enrollment statement will be
the amount of the payroll deduction for each pay period. In the event of an
error where the employee deduction exceeds 10% of Base Pay, the deduction
would automatically be reduced to be within the 10% maximum guideline.
In the event the Eligible Employee moves to an authorized leave of absence
status in which the employee does not continue to receive a pay check, no
payroll deduction will occur. The participant will not be allowed to make
up or be entitled to retroactive deductions upon the participant's return
to work; however deductions will automatically restart if the participating
Eligible Employee's return to work is within the same offering.
A participating Eligible Employee may discontinue his/her participation in
the Plan as provided in section 11, but no other changes can be made during
an offering and, specifically, a participant may not alter the rate of
his/her payroll deductions for that offering.
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No interest will be paid or credited on any money in the accounts of
participating Eligible Employees.
11. Withdrawal
----------
An eligible Employees may elect to stop payroll deductions during an
offering by requesting a withdrawal from the current offering in accordance
with procedures established by the Committee administering the Plan, but
shall not be entitled to receive a refund of his/her account balance and
shall not be entitled to re-enter that particular offering. Unless the
participating Eligible Employee's employment has terminated as provided in
section 18 of this Plan, the employee shall be deemed to be participant
until the next Share Purchase Date. The accumulated deductions to date will
be applied towards the purchase of Shares at the next Share Purchase Date.
The Eligible Employee may re-enter the Plan during the next enrollment
period. If an employee moves from an eligible status to one of the
ineligible statuses during an offering period in which he is participating
in payroll deductions, the status change would be considered an automatic
withdrawal from participation.
An employee may petition the Committee for a hardship refund upon
withdrawal. A hardship event is defined as one of the following events:
o Unforeseeable Emergency -- a severe financial hardship resulting
from sudden loss of property due to casualty that is not
reimbursed by insurance, or
o Total and permanent disability.
12. Granting of Option
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On the offering date, this Plan will be deemed to have granted to the
participant an option for as many Shares (full and partial) as he/she will
be able to purchase with the payroll deductions credited to his/her account
during his/her participation in that offering. For purposes of this Plan,
payroll deductions shall be deemed credited to participants' accounts on
paydates.
13. Exercise of Option
------------------
Each Eligible Employee who continues to be a participant on a Share
Purchase Date shall be deemed to have exercised his/her option on such date
and shall be deemed to have purchased from the open market such number of
Shares (full and partial) that his/her accumulated payroll deductions (for
that particular offering) on such date will pay for at the price set forth
in Section 5.
14. Employee's Rights as a Shareholder
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No participating Eligible Employee shall possess any right as a shareholder
with respect to any Shares until the Shares have been purchased at each
Share Purchase Date in accordance with the section 13 above and registered
to the individual Eligible Employee's Broker Account.
15. Evidence of Stock Ownership
---------------------------
The ESPP Record Keeper will direct the ESPP Broker to make the individual
purchases according to the accumulated deductions credited to the
individual participants' accounts. The ESPP Broker will send a transaction
notice to the participant of the number of shares purchased on behalf of
the participant.
Promptly following each Share Purchase Date the number of Shares purchased
on behalf of each participant shall be deposited into a broker account
established In the participant's name with the ESPP Broker. All fees
incurred in connection with the establishment of a participant's account
with
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the ESPP Broker will be borne by the Company. Each participant will receive
statements showing the accumulated value of his/her Broker Account.
The participant shall be free to undertake a disposition of the Shares in
his/her Broker Account at any time after they have been deposited in the
participating Eligible Employee's Broker Account by contacting the ESPP
Broker. Disposition may include, but is not limited to, sale, gift,
transfer of legal title, transfer to another brokerage account of the
participant's choosing, and request for stock certificates. Any transaction
fees associated with disposition following the transfer of Shares to the
participant's Broker Account are the responsibility of the participant.
16. Taxation
--------
Since the 85% purchase price represents a 15% discount of the fair market
value and the Plan is nonqualified, the 15% discount is taxable to the
participant as ordinary income. The 15% discount will be reported as W-2
earnings and all appropriate taxes will be withheld from the participant's
paycheck each pay period. Other tax events associated with the disposition
of Shares are the sole responsibility of the participant and do not need to
be reported to the Company.
17. Rights not Transferable
-----------------------
No Eligible Employee shall be permitted to sell, assign, transfer, pledge
or otherwise dispose of or encumber either the payroll deductions credited
to his/her account or any rights with regard to the exercise of an option
or to receive Shares under the Plan other than by will or the laws of
descent and distribution, and such right and interest shall not be liable
for, or subject to, the debts, contracts, or liabilities of the Eligible
Employee. If any such action is taken by the Eligible Employee, or any
claim is asserted by any other party in respect of such right and interest
whether by garnishment, levy, attachment or otherwise, such action or claim
will be treated as an election to withdraw from participation in the Plan
in accordance with section 11.
18. Termination of Employment
-------------------------
Upon termination of employment for any reason whatsoever, including but not
limited to death or retirement, the cash balance in the account of a
participating Eligible Employee shall be paid to the employee or his/her
estate.
A participant who ends his/her foreign assignment to the United States
during a Plan offering will be refunded accumulated payroll deductions in
his/her final pay check. No Share purchases will be made on behalf of
participants who are not active employees of the Company at the time of
Share Purchase Dates.
Certain Foreign Nationals ending an assignment in the United States are not
allowed, under SEC regulations, to have possession of ADRs (American
Depositary Receipts) outside of the United States. The Foreign National may
be required to dispose of his/her Shares in his/her Broker Account prior to
departing the United States. It is the participant's sole responsibility to
learn how he/she may be affected and instruct the ESPP Broker accordingly.
19. Amendment or Discontinuance of the Plan
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The Plan will become effective on the date of its adoption by the Board.
The Board shall have the right to amend, modify or terminate the Plan at
any time without notice, provided that no Eligible Employee's existing
rights under any offering already commenced under Section 4 may be
adversely affected thereby.
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20. Administration
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The Board may delegate administration of the Plan to the Committee and in
that event the Committee appointed by the Board shall administer the Plan.
The Committee shall be vested with full authority to make, administer, and
interpret such rules and regulations as it deems necessary to administer
the Plan, and any determination, decision, or action of the Committee in
connection with the construction, interpretation, administration, or
application of the Plan shall be final, conclusive and binding upon all
participants and any and all persons claiming under or through any
participant.
21. Notices
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All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received by the Nokia Americas Region Compensation and Benefits Department
or when received in the form specified by the Company at the location, or
by the person, designated by the Company for the receipt thereof.
22. Termination of the Plan
-----------------------
This Plan shall terminate at the earliest of the following:
(a) The date of the filing of a Statement of Intent to Dissolve (or similar
document) by the Company or the effective date of a merger or consolidation
wherein the Company is not to be the surviving corporation, which merger or
consolidation is not between or among corporations related to the Company.
Prior to the occurrence of either such events, on such date as the Company
may determine, the Company may permit a participating Eligible Employee to
exercise the option to purchase Shares for as many Shares as the balance of
his/her account will allow at the price set forth in accordance with
section 5.
(b) The date the Board acts to terminate the Plan in accordance with
section 19.
23. Limitations on Sale of Shares Purchased under the Plan
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The Plan is intended to provide Shares for investment and not for resale.
The Company does not, however, intend to restrict or influence any Eligible
Employee in the conduct of his/her own affairs. An Eligible Employee,
therefore, may sell Shares purchased under the Plan at any time he/she
chooses, subject to compliance with any applicable Federal or state
securities laws and in accordance with any trading restrictions or windows
imposed by the Company or any of its Affiliates. THE ELIGIBLE EMPLOYEE
ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE STOCK
following registration of shares to the participant's Broker Account.
24. Governmental Regulation
-----------------------
The Company's obligation to instruct the ESPP Broker to purchase and
deliver the Shares under this Plan is subject to the approval of any
governmental authority required in connection with the purchase,
registration or sale of such Shares.
Shares shall not be issued pursuant to the Plan unless the issuance and
delivery complies with all applicable laws, domestic and foreign, including
without limitation, the Securities Act of 1933, as amended. The rules and
regulations thereunder are the requirement of any stock exchange on which
the Shares are listed, and shall be subject to the approval of counsel with
respect to compliance.
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25. No Employment Rights
--------------------
The Plan shall not be construed as conferring any rights upon any person
for a continuance of employment or service, nor shall it interfere with the
rights of the Company or any Affiliate to terminate the employment or
service of any person or to take any other action affecting such person.
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