Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOKIA CORPORATION
(Exact name of Registrant as specified in its charter)
Republic of Finland | Not Applicable | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Keilalahdentie 4, P.O. Box 226
FIN-00045 NOKIA GROUP
Espoo, Finland
(011) 358-9-18071
(Address and telephone number of Registrants principal executive offices)
NOKIA PERFORMANCE SHARE PLAN 2013
NOKIA PERFORMANCE SHARE PLAN 2012
NOKIA PERFORMANCE SHARE PLAN 2011
NOKIA RESTRICTED SHARE PLAN 2013
NOKIA STOCK OPTION PLAN 2011
NOKIA EMPLOYEE SHARE PURCHASE PLAN
(Full title of the plans)
Louise Pentland
Nokia Holding, Inc.
6021 Connection Drive
Irving, Texas 75039
+1 (972) 600-1289
(Name, address and telephone number of agent for service)
Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1 (212) 848-7171
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to Be Registered | Amount to Be Registered |
Proposed Maximum Offering Price Per Security |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Shares of Nokia Corporation (1) |
20,205,000 (2) | $3.575 (3) | $72,232,875 | $9,852.56 (4) | ||||
| ||||||||
|
(1) | American Depositary Receipts evidencing American Depositary Shares (ADSs) issuable on deposit of shares of Nokia Corporation (the Shares) have been registered pursuant to a separate Registration Statement on Form F-6 (Registration No. 333-105373 and currently are traded on the New York Stock Exchange under the ticker symbol NOK. Each ADS represents one Share. Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form S-8 shall also cover any additional Shares that become deliverable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding Shares to be offered or sold pursuant to the plans. |
(2) | Represents an aggregate of 20,205,000 Shares, of which 9,000,000 Shares are available for future issuance under the Nokia Performance Share Plan 2013, 710,000 Shares are available for future issuance under the Nokia Performance Share Plan 2012, 1,590,000 Shares are available for future issuance under the Nokia Performance Share Plan 2011, 4,500,000 Shares are available for future issuance under the Nokia Restricted Share Plan 2013, 3,500,000 Shares are available for future issuance under the Nokia Stock Option Plan 2011, and 905,000 shares are available for issuance pursuant to the Nokia Employee Share Purchase Plan. |
(3) | Estimated solely for the purpose of calculating the registration fee. Such estimate is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices ($3.61 and $3.54, respectively) of Nokia Corporation ADSs on the New York Stock Exchange on March 1, 2013. |
(4) | Pursuant to Rule 457(p) under the Securities Act, the registration fee of $9,852.56 with respect to the 20,205,000 Shares to be registered hereunder is offset by fees totaling $5283.23 paid by the Registrant in connection with the registration of 6,997,000 Shares for issuance pursuant to the Nokia Performance Share Plan 2004, Nokia Performance Share Plan 2008, Nokia Performance Share Plan 2009, Nokia Restricted Share Plan 2008, Nokia Restricted Share Plan 2009 and NAVTEQ Corporation Amended and Restated 2001 Stock Incentive Plan, on Form S-8s (File Nos. 333-149830, 333-157795 and 333-152445) filed with the Commission on March 20, 2008, March 10, 2009 and July 22, 2008. Post-effective amendments to the foregoing Registration Statements to deregister such 6,997,000 unissued Shares are being filed contemporaneously with the filing of this Registration Statement. |
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. | Plan Information.* |
Item 2. | Registrant Information and Employee Plan Annual Information.* |
* | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the U.S. Securities Act of 1933, as amended (hereinafter, the Securities Act), and the Note to Part I of Form S-8. |
Part I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Securities and Exchange Commission (the Commission) are incorporated by reference as of their respective dates in this Registration Statement:
(a) the Registrants Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-13202), filed on March 7, 2013; and
(b) the description of the Registrants Shares (the Shares), registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), contained in Item 9. The Offer and Listing and Item 10. Additional Information, respectively, of the Form 20-F described in, and incorporated by reference in, paragraph (a) above.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. | Description of Securities. |
Not applicable.
Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
Item 6. | Indemnification of Directors and Officers. |
The Articles of Association of the Registrant contain no provisions under which any member of the Board of Directors or officers is indemnified in any manner against any liability which he may incur in his capacity as such. Article 12 of the Articles of Association of the Registrant, however, provides inter alia, that the Annual General Meeting shall take resolutions on discharging the members of the Board of Directors and the President from liability.
The Registrant maintains liability insurance for its Board of Directors and certain of its officers. Such persons are insured against liability for wrongful acts, including breach of duty, breach of trust, neglect, error and misstatement.
Item 7. | Exemption from Registration Claimed. |
Not applicable.
Item 8. | Exhibits. |
See Exhibit Index.
Item 9. | Undertakings. |
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement which shall include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Part II
SIGNATURES
The Registrant. Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Espoo, Republic of Finland on March 7, 2013.
NOKIA CORPORATION | ||||||||
By: | /s/ Riikka Tieaho |
By: | /s/ Jani Salovaara | |||||
Name: | Riikka Tieaho | Name: | Jani Salovaara | |||||
Title: | Vice President, Corporate Legal | Title: | Senior Legal Counsel |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ms. Riikka Tieaho and/or Mr. Jani Salovaara his/her true and lawful attorney-in-fact and agent, each acting alone, each with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments, and supplements to this Nokia Corporation Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated capacities on March 7, 2013.
Members of the Board of Directors: | ||||
/s/ Bruce Brown |
Director | |||
Name: Bruce Brown | ||||
/s/ Stephen Elop |
Director | |||
Name: Stephen Elop | ||||
/s/ Henning Kagermann |
Director | |||
Name: Henning Kagermann | ||||
/s/ Jouko Karvinen |
Director | |||
Name: Jouko Karvinen | ||||
|
Director | |||
Name: Helge Lund | ||||
/s/ Isabel Marey-Semper |
Director | |||
Name: Isabel Marey-Semper | ||||
/s/ Mårten Mickos |
Director | |||
Name: Mårten Mickos | ||||
/s/ Elizabeth Nelson |
Director | |||
Name: Elizabeth Nelson |
/s/ Dame Marjorie Scardino |
Vice Chairman, Director | |||
Name: Dame Marjorie Scardino | ||||
/s/ Risto Siilasmaa |
Chairman of the Board of Directors | |||
Name: Risto Siilasmaa | ||||
/s/ Kari Stadigh |
Director | |||
Name: Kari Stadigh | ||||
President and Chief Executive Officer: | ||||
/s/ Stephen Elop |
||||
Name: Stephen Elop | ||||
Chief Financial Officer (whose functions include those of Chief Accounting Officer): |
||||
/s/ Timo Ihamuotila |
||||
Name: Timo Ihamuotila |
Authorized Representative in the United States: | ||||
/s/ Louise Pentland |
||||
Name: Louise Pentland |
EXHIBIT INDEX
Exhibit No. |
Description of Document | |
4.1 | Articles of Association of the Registrant (English translation) (incorporated by reference to the Registrants annual report on Form 20-F for the fiscal year ended December 31, 2012 (File No. 001-13202), filed with the Commission on March 7, 2013). | |
4.2 | Amended and Restated Deposit Agreement dated March 28, 2000, by and among Nokia Corporation, Citibank, N.A., as Depositary, and the Holders from time to time of American Depositary Receipts representing American Depositary Shares issued thereunder (incorporated by reference to Registrants Form F-6 Registration Statement (File No. 333-182900), filed with the Commission on July 27, 2012). | |
4.3 | Amendment No. 1 to Amended and Restated Deposit Agreement dated February 6, 2008, by and among Nokia Corporation, Citibank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued under the Amended and Restated Deposit Agreement, dated as of March 28, 2000 (incorporated by reference to Registrants Form F-6 Registration Statement (File No. 333-182900), filed with the Commission on July 27, 2012). | |
*4.4 | Terms and Conditions of the Nokia Performance Share Plan 2013. | |
4.5 | Terms and Conditions of the Nokia Performance Share Plan 2012 (incorporated by reference to the Registrants Form S-8 (File No. 333-179982), filed with the Commission on March 8, 2012). | |
4.6 | Terms and Conditions of the Nokia Performance Share Plan 2011 (incorporated by reference to the Registrants Form S-8 (File No. 333-173064), filed with the Commission on March 25, 2011). | |
*4.7 | Terms and Conditions of the Nokia Restricted Share Plan 2013. | |
4.8 | Terms and Conditions of the Nokia Stock Option Plan 2011 (incorporated by reference to the Registrants Form S-8 (File No. 333-173974), filed with the Commission on May 6, 2011). | |
*4.9 | Terms and Conditions of the Nokia Employee Share Purchase Plan. | |
*5.1 | Opinion of Riikka Tieaho, Vice President, Corporate Legal of the Registrant, as to the validity of the shares to be issued pursuant to the Nokia Performance Share Plan 2013, the Nokia Performance Share Plan 2012, the Nokia Performance Share Plan 2011, the Nokia Restricted Share Plan 2013, the Nokia Stock Option Plan 2011 and the Nokia Employee Share Purchase Plan. | |
*23.1 | Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent Registered Public Accounting Firm. | |
*23.2 | Consent of Riikka Tieaho, Vice President, Corporate Legal of the Registrant (included in Exhibit 5.1). | |
*24 | Power of Attorney (included on signature page). |
* | Filed herewith. |
Exhibit 4.4
TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2013
1. | Purpose and Scope of the Plan |
The purpose of the Nokia Performance Share Plan 2013 is to retain Nokia employees, to promote employees engagement and to reward them for Nokias long-term performance. This is accomplished by focusing the Participants on Nokias long-term financial performance and share price appreciation and thus aligning the interests of the Participants with those of the shareholders. To accomplish these objectives the Company may grant eligible Nokia employees Performance Shares under this Plan.
The Plan is tied directly to the performance of Nokia. For the purposes of this Plan, performance is measured through net sales and profitability. The compensation to the employees under the Plan becomes payable and the financial benefits of the Plan materialize after the Restriction Period only if either or both of the pre-determined performance levels, measured by Average Annual Net Sales and Average Annual Earnings Per Share (EPS), are achieved by the end of the Performance Period.
Under the Plan a maximum of 16 000 000 Performance Shares may be granted, which may result in the settlement of 32 000 000 Shares at the maximum performance level. The Board determines the general guidelines under the Plan and approves the grants of Performance Shares to eligible employees within its authority. Grants of Performance Shares under these terms and conditions may be made between January 24, 2013 and December 31, 2013, inclusive.
2. | Definitions |
Average Annual Net Sales: Average Annual Net Sales is an average of the annual net sales in the consolidated profit and loss accounts for Nokia (non-IFRS) during the Performance Period.
Average Annual EPS: Average Annual EPS (diluted, non-IFRS) is an average of the annual earnings per share in the consolidated profit and loss accounts for Nokia Group (non-IFRS) during the Performance Period.
Board: The Board of Directors of the Company.
Company: Nokia Corporation
Grant Amount: The number of Performance Shares granted to a Participant.
Maximum Number: The number of Performance Shares to be settled if the maximum performance is achieved with respect to both of the performance criteria as defined under paragraph 4.2. The Maximum Number equals two times the Grant Amount. One half of the Maximum Number is tied to Average Annual EPS and one half of the Maximum Number is tied to Average Annual Net Sales.
Nokia: The Company together with the companies over which the Company effectively exercises control and which are included in the consolidated financial statements of the Company, excluding Nokia Siemens Networks B.V and its subsidiaries.
Nokia Group: The Company together with the companies over which the Company effectively exercises control and which are included in the consolidated financial statements of the Company.
Participant: Employee of Nokia who has received a grant of Performance Shares under the Plan.
Performance Share/Shares: Each Performance Share represents a right to receive a certain number of Shares or their cash equivalent upon settlement, subject to the fulfillment of the conditions under paragraph 4, and provided that no other restriction related to these terms and conditions is applicable.
Performance Period: The two fiscal years starting on January 1, 2013 and ending on December 31, 2014.
Plan: Performance Share Plan 2013 of the Company.
Restriction Period: Period after which the Shares shall be settled to the Participant. The Restriction Period shall be no less than one year from the end of the Performance Period.
Settlement Date: A banking day in Helsinki, Finland falling as soon as practicable after the end of the Restriction Period, as determined by the Company.
Share/Shares: The Companys ordinary shares. The terms and conditions applicable to Shares shall apply to their cash equivalent used for settlement, as applicable.
Terms & Conditions: The terms and conditions of this Plan.
Threshold Number: The number of Performance Shares to be settled, if the threshold performance is achieved with respect to one performance criterion as defined under paragraph 4.2. Each Threshold Number equals one quarter (1/4) of the Grant Amount. One Threshold Number is tied to Average Annual EPS, and another is tied to Average Annual Net Sales.
3. | Grant of Performance Shares |
At grant, each Participant will receive a Grant Amount of Performance Shares. The Company will notify each Participant of the grant.
As a precondition for a valid grant, the Participant must be employed by Nokia at the time of the grant.
The Participant may be required to give the Company such authorizations and consents, as the Company deems necessary in order to administer the Plan.
4. | Financial Performance Criteria |
4.1 | General Principles |
Measurement of the performance during the Performance Period will be based on Nokia Groups and Nokias, as applicable, consolidated profit and loss accounts (non-IFRS) as of December 31, 2013 and 2014 compared to the pre-established performance level defined herein under section 4.2.
The two pre-determined financial performance criteria under the Plan are Average Annual Net Sales and Average Annual EPS. Average Annual Net Sales is calculated as an average of the net sales for Nokia for the years 2013 through 2014. Average Annual EPS is calculated as an average of the annual earnings per share for Nokia Group for the years 2013 through 2014.
4.2. | Threshold Performance and Maximum Performance |
Threshold (i.e. minimum) performance levels and maximum performance levels are defined for each performance criterion as follows:
(a) | Average Annual Net Sales during the Performance Period: EUR 12 483 million (threshold) and EUR 18 725 million (maximum); and |
(b) | Average Annual EPS: Average Annual EPS during the Performance Period: EUR 0.00 (threshold) and EUR 0.30 (maximum). |
The number of Performance Shares to be settled, if any, is determined independently with respect to Average Annual Net Sales and to Average Annual EPS.
If the threshold performance for neither of the two performance criteria is reached, no settlement will take place.
If the threshold performance level is achieved in respect of a performance criterion, the Threshold Number of Performance Shares will be settled after the Restriction Period.
To the extent the threshold performance level is exceeded in respect of a performance criterion, the number of Performance Shares to be settled after the Restriction Period will increase from the Threshold Number up to the Maximum Number following a predetermined linear scale based on actual financial performance achieved.
The total number of Performance Shares to be settled, if any, may not exceed two times the Grant Amount.
The following table summarizes each performance criterion:
Performance Criterion |
Threshold Performance |
Maximum Performance |
Potential range of Settlement | |||||||
Average Annual EPS during Jan. 1, 2013 Dec. 31, 2014 (diluted, non-IFRS) |
EUR | 0.00 | EUR | 0.30 | Zero, or from minimum level (Threshold Number) up to maximum level (4 × Threshold Number) | |||||
Average Annual Net Sales during Jan. 1, 2013 Dec. 31, 2014 (non-IFRS) |
EUR | 12 483 million | EUR | 18 725 million | Zero, or from minimum level (Threshold Number) up to maximum level (4 × Threshold Number ) |
5. | Measurement and Calculation of Payout |
The measurement of Nokia Groups and Nokias performance shall be made after the end of the Performance Period and approved by the Personnel Committee of the Companys Board of Directors. Based on this measurement, the number of Performance Shares to be settled as Shares or the equivalent amount of cash shall be calculated.
The Company shall carry out the measurement and calculation in its sole discretion.
The calculation of the number of Performance Shares to be settled shall not result in fractional Shares. The number of Shares shall be rounded to the nearest whole Share.
6. | 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 and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register.
7. | Settlement |
On the Settlement Date, the Company will complete the settlement by transferring the applicable number of Shares or their cash equivalent to the Participants book-entry, brokerage or other bank account, as applicable, provided that the Participant has complied with these terms and conditions and performed all necessary actions to enable the Company to instruct the settlement. If the Participant has not performed
all necessary actions to enable the Company to instruct the settlement, the Company may, in its sole discretion, sell the Shares on behalf of the Participant and remit the proceeds to the Participant.
The Company may, in its sole discretion, use for the settlement of Performance Shares one or more of the following: newly issued Shares, the Companys own existing Shares (treasury Shares), Shares purchased from the open market, or, in lieu of Shares, cash.
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 and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register.
8. | Changes in Employment |
If the employment of the Participant with Nokia terminates prior to the end of the Restriction Period by the reason of retirement, permanent disability (as defined by the Company in its sole discretion) or death, the Participant retains the right to settlement. In case of death of the Participant prior to the end of the Performance Period, the Company has the right to settle the Performance Shares at the Grant Amount prior to the end of the Performance Period. In case of death of the Participant during the Restriction Period, the Company has the right to settle the Performance Shares prior to the end of the Restriction Period based on the calculation of the number of Performance Shares to be settled made in accordance with section 5 of these Terms & Conditions. If made, such special settlement will constitute full and final settlement of that Performance Share grant.
If the employment of the Participant with Nokia terminates prior to the end of the Restriction Period for any other reason than those mentioned above, the Company is entitled to redeem the Performance Shares 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, the Company has the right to prorate the settlement.
9. | Terms of Employment |
The grant or settlement of Performance Shares does not constitute a term or a condition of the Participants employment contract with Nokia under applicable local laws. The Performance Shares, Shares or their cash equivalent under the Plan do not form a part of the Participants salary or benefit of any kind.
10. | Taxes and other Obligations |
The Participants are personally responsible for all taxes and social security charges associated with the Performance Share grants and Shares delivered upon settlement. 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 and/or 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 personally responsible for any potential charges debited by financial institutions in connection with the settlement of the Performance Shares or any subsequent transactions related to the Shares.
Pursuant to applicable laws, the Company is or may be required or may deem it appropriate to withhold taxes, social security charges or fulfill employment related and other obligations upon grant or settlement of Performance Shares, or when the Shares are disposed of by the Participants. The Company 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.
11. | Breach of these Terms and Conditions |
The Participant shall comply with these terms and conditions, as well as any instructions given by the Company regarding the Plan from time to time. If the Participant breaches these terms and conditions and/or any instructions given by the Company, the Company may in its discretion, at any time prior to settlement, rescind the grant of Performance Shares.
12. | Validity of these Terms and Conditions |
These terms and conditions shall become valid and effective upon the approval by the Board. The Board may, in its absolute discretion, at any time amend, modify or terminate these terms and conditions.
Such action by the Board may also, as in each case is determined by the Board affect the Performance Shares that are then outstanding, but not settled.
13. | Administration |
The Plan shall be administered by the Company in accordance with the general guidelines approved by the Board. The Company 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 Performance Share grants that are then outstanding, but not settled.
The Company has the right to determine the practical manner of administration and settlement of the Performance Shares, including but not limited to the acquisition, issuance, sale, and transfer of the Shares or their cash equivalent to the Participant. Furthermore, the Company 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 Performance Share grants.
14. | Rights of Participants in certain Cases |
14.1 Should the Annual General Meeting in accordance with the proposal of the Board decide, prior to the settlement of the Performance Shares, to distribute a special dividend constituting a deviation from the customary dividend policy of the Company, the Board will decide if and how the Participants will be compensated for the special dividend. Such distribution of special dividend can include, but is not
limited to, a distribution of assets from reserves of unrestricted equity or distribution of share capital to the shareholders. The Board will specify in its proposal for the dividend whether the dividend, or a part of it, shall be considered a special dividend.
14.2 Should the Company, prior to the settlement of the Performance Shares, issue new shares, stock options or other special rights to all shareholders, the Board will in its sole discretion decide what the rights of the Participants will be in such cases.
14.3 The Companys decision to cancel existing shares held by the Company prior to the settlement of the Performance Shares will not affect the settlement of Performance Shares nor the number of Performance Shares to be settled.
14.4. Should the Company, during the Performance Period, be placed into liquidation, the Company has the right to settle the Performance Shares at the Grant Amount within such time period as resolved by the Board. Notwithstanding any other provisions in these terms and conditions, should the Company, prior to the settlement of the Performance Shares, be deregistered from the Trade Register, the Participants shall not have any right to settlement.
14.5. Should the Company, during the Performance Period, resolve to merge with another existing company or merge with a company to be formed, or should the Company resolve to be demerged, the Company has the right to settle the Performance Shares at the Grant Amount prior to the merger or demerger or to convert the Performance Shares into similar equity rights issued by the other company on such terms and within such a time period, as resolved by the Board. Notwithstanding any other provisions in these terms and conditions, following the closing of the merger or demerger, the Participants shall have no right to settlement under this Plan. The same also applies to a merger, in which the Company takes part, and whereby the Company registers itself as a European Company (Societas Europae) in another member state in the European Economic Area or, if the Company after registering itself into a European Company registers a transfer of its domicile into another member state.
14.6. Should the Company, during the Performance Period, make a resolution to acquire its own shares through a tender offer to all the shareholders, the Company shall make an equal offer to the Participants in respect of Performance Shares to settle the Performance Shares at the Grant Amount. If the Company acquires or redeems its own shares in any other manner, or if the Company acquires stock options or other special rights entitling to shares, no measures will need to be taken in relation to this Plan.
14.7. Should during the Performance Period a tender offer regarding all shares and stock options issued by the Company be made or should a shareholder under the Articles of Association of the Company or the Finnish Securities Markets Act have the obligation to redeem the shares from the Companys other shareholders, or to redeem the stock options, or should a shareholder have under the Finnish Companies Act the right and obligation to redeem the shares from the Companys other shareholders, then the Company has the right to settle the Performance Shares at the Grant Amount prior to the tender offer or the offer to redeem the shares, as resolved by the Board.
Should a shareholder under the Finnish Companies Act have the right to redeem the shares from the Companys other shareholders, the Company has the right, during
the Performance Period, to settle the Performance Shares at the Grant Amount prior to the redemption, as resolved by the Board, after which the Participants obligation to transfer all of their shares will be subject to the Finnish Companies Act.
The Board may, however, in any of the situations resolved in this section 14.7, also give the Participants an opportunity to convert their Performance Shares into equity-based incentives issued by another company on such terms and within such time period prior to the completion of the tender offer or redemption, as resolved by the Board.
14.8. Should the Company during the Performance Period be delisted from NASDAQ OMX Helsinki or its successors, the Company has the right to settle the Performance Shares at the Grant Amount prior to the delisting and make other amendments to these terms and conditions as resolved by the Board.
14.9. Sections 14.4, 14.5, 14.6, 14.7 and 14.8 shall also apply should the situations set out in those sections take place during the Restriction Period, with the exception that instead of Grant Amount, the Company has the right to settle the Performance Shares based on the calculation of the number of Performance Shares to be settled made in accordance with section 5 of these Terms & Conditions.
15. | The Recoupment of Equity Gains in the Event of Certain Restatements |
Under the Nokia Policy on the recoupment of equity gains (Nokia Policy), as amended from time to time, in the event of certain restatements, if any of the Companys financial statements are required to be restated as a result of fraud or intentional misconduct, the Board may, in its discretion and at any time, resolve to recover or require reimbursement of all or a portion of any gains realized in accordance with the terms and conditions set forth in the Nokia Policy.
16. | Governing Law and Settlement of Disputes |
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.
17. | Processing of personal data |
The Company 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 Performance Shares. The personal data may be administered and processed by the Company or its authorized agent in the future. The Participant is entitled to request access to data referring to the Participants person, held by the Company 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 Legal and Intellectual Property, in Espoo, Finland.
SUPPLEMENT TO THE GRANT OF PERFORMANCE SHARES UNDER
THE NOKIA PERFORMANCE SHARE PLAN 2013 IN USA
Amendments to the Nokia Performance Share Plan 2013
For purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the Code), the Nokia Performance Share Plan 2013 (Plan) is amended, effective as of March 7, 2013, by adding the following Code Section 409A Schedule to the Plan. This Plan, as amended by this Code Section 409A Schedule, is intended to comply with Section 409A of the Code.
Code Section 409A Schedule
Notwithstanding anything in the terms and conditions of the Plan (Plan Rules) to the contrary, effective as of March 7, 2013, the Plan Rules are amended as set forth in this Code Section 409A Schedule in order to avoid adverse or unintended tax consequences under Section 409A of the Code, and the applicable rules and regulations thereunder to Participants who are (or who may become) US taxpayers (the US Participants). The provisions of this Code Section 409A Schedule shall apply to all US Participants 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 no event shall the Settlement Date occur later than the last banking day of the calendar year in which the Restriction Period ends, or if later, the 15th day of the third month after the month in which the Restriction Period ends.
2. In cases of voluntary and/or statutory leave of absence of the US Participant, the length of which exceeds the threshold determined for the relevant type of leave in the applicable human resources policy at the time of the leave, Nokia will prorate and settle the US Participants Performance Shares on the Settlement Date.
3. In the event that the US Participants employment with Nokia terminates by reason of retirement or permanent disability prior to the end of the Restriction Period, the US Participant will retain the right to settlement of the Performance Shares on the Settlement Date. In the event that a US Participants employment terminates due to death during the Performance Period, Nokia will settle the US Participants Performance Shares at the Grant Amount in the second month of the calendar quarter following the date of the US Participants death. In the event that a US Participants employment terminates due to death during the Restriction Period, Nokia will settle the US Participants Performance Shares at the amount based on the calculation made in accordance with Section 5 of the Plan Rules in the second month of the calendar quarter following the date of the US Participants death.
4. Notwithstanding the above, Nokia will not settle the Performance Shares of a US Participant who is a specified employee under Section 409A of the Code earlier than the first business day following the date that is six months following the specified employees separation from service under Section 409A of the Code (including, without limitation by reason of retirement, permanent disability or death) or, if earlier, the date of death of the specified employee.
5. The following provisions amend Section 14 of the Plan Rules, which is attached as Appendix C to the Legal Document for the Nokia Performance Share Plan 2013:
a) | Should Nokia distribute a special dividend constituting a deviation from Nokias customary dividend policy as contemplated by Section 14.1 of the |
Plan Rules, to the extent that US Participants receive the dividend, the dividend will be paid to US Participants after the end of the Restriction Period on the Settlement Date. |
b) | In the event that during the Performance Period Nokia is liquidated as contemplated by Section 14.4 of the Plan Rules, Nokia will settle the US Participants Performance Shares at the Grant Amount prior to the end of the calendar year that includes the Settlement Date. In the event that during the Restriction Period Nokia is liquidated as contemplated by Section 14.4 of the Plan Rules, Nokia will settle the US Participants Performance Shares at the amount based on the calculation made in accordance with Section 5 of the Plan Rules prior to the end of the calendar year that includes the Settlement Date. |
c) | With respect to the transactions contemplated by Sections 14.5 and 14.7 of the Plan Rules, if during the Performance Period or Restriction Period Nokia experiences a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of the corporation, that constitutes a change-in-control event under Section 1.409A-3(i)(5) of the U.S. Income Tax Regulations, or any successor provision (a 409A Change in Control Event), Nokia will either (i) convert the Performance Shares into similar equity or equity-based cash rights issued by the surviving corporation or its parent within 30 days of the 409A Change in Control Event or (ii) settle the Performance Shares (x) at the Grant Amount within 30 days prior to the 409A Change in Control Event if such transaction takes place during the Performance Period or (y) at the amount based on the calculation made in accordance with Section 5 of the Plan Rules within 30 days prior to the 409A Change in Control Event if such transaction takes place during the Restriction Period. If during the Performance Period or Restriction Period Nokia engages in a transaction as contemplated by Section 14.5 or 14.7 of the Plan Rules that does not constitute a 409A Change in Control Event, the Performance Shares shall be settled in accordance with their terms. |
d) | If during the Performance Period Nokia makes a resolution to acquire its own Shares through a tender offer to all the shareholders under Section 14.6 of the Plan Rules, Nokia will exchange the US Participants Performance Shares at the Grant Amount for a right to receive a cash payment to be paid out after the end of the Restriction Period on the Settlement Date. If such a resolution is made during the Restriction Period, Nokia will exchange the US Participants Performance Shares at the amount based on the calculation made in accordance with Section 5 of the Plan Rules for a right to receive a cash payment to be paid out after the end of the Restriction Period on the Settlement Date. |
e) | In the event that during the Performance Period Nokia is delisted from NASDAQ OMX Helsinki or its successors as contemplated by Section 14.8 of the Plan Rules, Nokia will exchange the US Participants Performance Shares at the Grant Amount for a right to receive a cash payment to be paid out after the end of the Restriction Period on the Settlement Date. In the event that during the Restriction Period Nokia is delisted from NASDAQ OMX Helsinki or its successors as contemplated by Section 14.8 of the Plan Rules, Nokia will exchange the US Participants Performance Shares at the amount based on the calculation made in accordance with Section 5 of the Plan Rules for a right to receive a cash payment to be paid out after the end of the Restriction Period on the Settlement Date. |
6. If any Plan Rule or grant document contravenes any regulations or guidance promulgated under Section 409A of the Code or could cause any granted Performance Shares to be subject to taxes, interest or penalties under Section 409A of the Code, Nokia may, in its sole discretion and without the US Participants consent, modify the Plan Rules or grant documents to: (i) comply with, or avoid being subject to, Section 409A of the Code, (ii) avoid the incurrence of additional 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 Performance Share Plan 2013 remains in full force and effect.
Exhibit 4.7
TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2013
1. | Purpose and Scope of the Plan |
The purpose of the Nokia Restricted Share Plan 2013 is to recruit, retain, reward and motivate selected high potential employees with functional mastery and other employees deemed critical to Nokias future success. This Plan is also intended to promote share ownership of these key employees. To accomplish these objectives the Company may grant eligible Nokia employees Restricted Shares under this Plan.
The Plan may result in a grant of a maximum of 16 000 000 Restricted Shares. The Board determines the general guidelines under the Plan and approves the grants to eligible employees within its authority. Grants of Restricted Shares under these terms and conditions may be made between January 24, 2013 and December 31, 2013, inclusive.
2. | Definitions |
Board: Board of Directors of the Company.
Company: Nokia Corporation
Grant Amount: The number of Restricted Shares granted to a Participant.
Nokia: The Company together with its subsidiaries. Under this Plan Nokia Siemens Networks B.V. and its subsidiaries are not considered to belong to Nokia.
Participant: Employee of Nokia who has received a grant of Restricted Shares under the Plan.
Plan: Restricted Share Plan 2013 of the Company.
Restricted Share/Shares: Each Restricted Share represents a right to receive one Share or its cash equivalent upon settlement subject to the fulfillment of these terms and conditions and provided that no other restriction 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 the Company.
Share/Shares: The Companys ordinary shares. The terms and conditions applicable to Shares shall apply to their cash equivalent used for settlement, as applicable.
3. | Grant of Restricted Shares |
At grant, each Participant is offered a Grant Amount of Restricted Shares. The Company will notify each Participant of the grant.
As a precondition for a valid grant, the Participant must be employed by Nokia at the time of the grant. The Participant may be required to give the Company such authorizations and consents, as the Company 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 and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register.
5. | Settlement |
On the Settlement Date, the Company will complete the settlement by transferring the applicable number of Shares or their cash equivalent to the Participants book-entry, brokerage or other bank account, as applicable, provided that the Participant has complied with these terms and conditions and performed all necessary actions to enable the Company to instruct the settlement. If the Participant has not performed all necessary actions to enable the Company to instruct the settlement, the Company may, in its sole discretion, sell the Shares on behalf of the Participant and remit the proceeds to the Participant.
The Company may, in its sole discretion, use for the settlement of Restricted Shares one or more of the following: newly issued Shares, the Companys own existing Shares (treasury Shares), Shares purchased from the open market, or, in lieu of Shares, cash.
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 and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register.
6. | Changes in Employment |
If the employment of the Participant with Nokia terminates prior to the end of the Restriction Period by the reason of retirement, permanent disability (as defined by the Company in its sole discretion), or death, the Participant retains the right to settlement. In case of death of the Participant prior to the end of the Restriction Period, the Company has the right to settle the Restricted Shares at the Grant Amount prior to the end of the Restriction Period. If made, such special settlement will constitute full and final settlement of that Restricted Share grant.
If the employment of the Participant with Nokia terminates prior to the end of the Restriction Period by any other reason than those mentioned above, the Company is entitled to redeem the Restricted Shares from the Participant without consideration, in which case the Participant shall not be entitled to any settlement under the Plan.
In case of voluntary and/or statutory leave of absence of the Participant, the Company has the right to defer the end of the Restriction Period or prorate the settlement.
7. | Breach of the Terms and Conditions |
The Participant shall comply with these terms and conditions, as well as any instructions given by the Company regarding the Plan from time to time. If the Participant breaches these terms and conditions and/or any instructions given by the Company, the Company may in 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 Participants employment contract with Nokia under applicable local laws. The Restricted Shares, Shares or their cash equivalent under the Plan do not form a part of the Participants 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 Share grants and Shares delivered upon settlement. 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 personally 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, the Company is or may be required or may deem it appropriate to withhold taxes, social security charges or fulfill employment related or other obligations upon the grant or settlement of Restricted Shares, or when Shares are disposed of by the Participants. The Company 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, in its absolute discretion, at any time amend, modify or terminate these terms and conditions.
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 by the Company in accordance with the general guidelines approved by the Board. The Company 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.
The Company has the right to determine the practical manner of administration and settlement of the Restricted Shares, including but not limited to the acquisition, issuance, sale, and transfer of the Shares or their cash equivalent to the Participant. Furthermore, the Company 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. | Rights of Participants in certain Cases |
12.1 Should the Annual General Meeting of the Company in accordance with the proposal of the Board decide, prior to the settlement of the Restricted Shares, to distribute a special dividend constituting a deviation from the customary dividend policy of the Company, the Board will decide if and how the Participants will be compensated for the special dividend. Such distribution of special dividend can include, but is not limited to, a distribution of assets from reserves of unrestricted equity or distribution of share capital to the shareholders. The Board will specify in its proposal for the dividend whether the dividend, or a part of it, shall be considered a special dividend.
12.2 Should the Company, prior to the settlement of the Restricted Shares, issue new shares, stock options or other special rights to all shareholders, the Board will in its sole discretion decide what the rights of the Participants will be in such cases.
12.3 The Companys decision to cancel existing shares held by the Company prior to the settlement of the Restricted Shares will not affect the settlement of Restricted Shares nor the number of Restricted Shares outstanding, but not settled.
12.4. Should the Company, during the Restriction Period, be placed into liquidation, the Company has the right to settle the Restricted Shares at the Grant Amount within such time period as resolved by the Board. Notwithstanding any other provisions in these terms and conditions, should the Company, prior to the settlement of the Restricted Shares, be deregistered from the Trade Register, the Participants shall not have any right to settlement.
12.5. Should the Company during the Restriction Period resolve to merge with another existing company or merge with a company to be established, or should the Company resolve to be demerged, the Company has the right to settle the Restricted Shares at the Grant Amount prior to the merger or demerger or to convert the Restricted Shares into similar equity rights issued by the other company on such terms and within such a time period as resolved by the Board. Notwithstanding any other provisions in these terms and conditions, following the
closing of the merger or demerger, the Participants shall have no right to settlement under this Plan. The same also applies to a merger, in which the Company takes part, and whereby the Company registers itself as a European Company (Societas Europae) in another member state in the European Economic Area or, if the Company after registering itself into a European Company registers a transfer of its domicile into another member state.
12.6. Should the Company, prior to the settlement of the Restricted Shares, make a resolution to acquire its own shares through a tender offer to all the shareholders, the Company shall make an equal offer to the Participants in respect of Restricted Shares outstanding, but not settled. If the Company acquires or redeems its own shares in any other manner, or if the Company acquires stock options or other special rights entitling to shares, no measures will need to be taken in relation to this Plan.
12.7. Should during the Restriction Period a tender offer regarding all shares and stock options issued by the Company be made or should a shareholder under the Articles of Association of the Company or the Finnish Securities Markets Act have the obligation to redeem the shares from the Companys other shareholders, or to redeem the stock options, or should a shareholder have under the Finnish Companies Act the right and obligation to redeem the shares from the Companys other shareholders, then the Company has the right to settle the Restricted Shares at the Grant Amount prior to the tender offer or the offer to redeem the shares, as resolved by the Board.
Should a shareholder under the Finnish Companies Act have the right to redeem the shares from the Companys other shareholders, the Company has the right, during the Restriction Period, to settle the Restricted Shares at the Grant Amount prior to the redemption, as resolved by the Board, after which the Participants obligation to transfer all of their shares will be subject to the Finnish Companies Act.
The Board may, however, in any of the situations resolved in this section 12.7, also give the Participants an opportunity to convert their Restricted Shares into equity-based incentives issued by another company on such terms and within such time period prior to the completion of the tender offer or redemption, as resolved by the Board.
12.8. Should the Company during the Restriction Period be delisted from NASDAQ OMX Helsinki or its successors, the Company has the right to settle the Restricted Shares at the Grant Amount prior to the delisting and make other amendments to these terms and conditions as resolved by the Board.
13. | The Recoupment of Equity Gains in the Event of Certain Restatements |
Under the Nokia Policy on the recoupment of equity gains (Nokia Policy), as amended from time to time, in the event of certain restatements, if any of the Companys financial statements are required to be restated as a result of fraud or intentional misconduct, the Board of Directors may, in its discretion and at any time, resolve to recover or require reimbursement of all or a portion of any gains realized in accordance with the terms and conditions set forth in the Nokia Policy.
14. | 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.
15. | Processing of Personal Data |
The Company 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 Restricted Share grants. The personal data may be administered and processed by the Company or its authorized agent in the future. The Participant is entitled to request access to data referring to the Participants person, held by the Company 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 Legal and Intellectual Property, in Espoo, Finland.
SUPPLEMENT TO THE GRANT OF RESTRICTED SHARES UNDER THE NOKIA
RESTRICTED SHARE PLAN 2013 IN THE USA
Amendments to the Nokia Restricted Share Plan 2013
For purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the Code), the Nokia Restricted Share Plan 2013 (Plan) is amended, effective as of March 7, 2013, by adding the following Code Section 409A Schedule to the Plan. This Plan, as amended by this Code Section 409A Schedule, is intended to comply with Section 409A of the Code.
Code Section 409A Schedule
Notwithstanding anything in the terms and conditions of the Plan (Plan Rules) to the contrary, effective as of March 7, 2013, the Plan Rules are amended as set forth in this Code Section 409A Schedule in order to avoid adverse or unintended tax consequences under Section 409A of the Code, and the applicable rules and regulations thereunder to Participants who are (or who may become) US taxpayers (the US Participants). The provisions of this Code Section 409A Schedule shall apply to grants to all US Participants 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 no event shall the Settlement Date occur later than the last banking day of the calendar year in which the Restriction Period ends, or if later, the the 15th day of the third month after the month in which the Restriction Period ends.
2. In cases of voluntary and/or statutory leave of absence of the US Participant, the length of which exceeds the threshold determined for the relevant type of leave in the applicable human resources policy at the time of the leave, Nokia will prorate and settle the US Participants Restricted Shares after the end of the Restriction Period on the Settlement Date.
3. If a US Participants employment with Nokia terminates prior to the end of the Restriction Period by reason of retirement or permanent disability, the US Participant will retain the right to settlement of the Restricted Shares on the Settlement Date. If a US Participants employment terminates due to death, Nokia will settle the Restricted Shares at the Grant Amount prior to the end of the Restriction Period in the second month of the calendar quarter following the date of the US Participants death.
4. Notwithstanding the above, Nokia will not settle the Restricted Shares of a US Participant who is a specified employee under Section 409A of the Code earlier than the first business day following the date that is six months following the specified employees separation from service under Section 409A of the Code (including, without limitation by reason of retirement, permanent disability or death) or, if earlier, the date of death of the specified employee.
5. The following provisions amend Section 12 of the Plan Rules, which is attached as Appendix C to the Legal Document for the Nokia Restricted Share Plan 2013:
a) | Should Nokia distribute a special dividend constituting a deviation from Nokias customary dividend policy as contemplated by Section 12.1 of the Plan Rules, to the extent that US Participants receive the dividend, the dividend will be paid to US Participants after the end of the Restriction Period on the Settlement Date. |
b) | In the event that during the Restriction Period Nokia is liquidated as contemplated by Section 12.4 of the Plan Rules, Nokia will settle the US Participants Restricted Shares at the Grant Amount prior to the end of the calendar year that includes the Settlement Date. |
c) | With respect to the transactions contemplated by Sections 12.5 and 12.7 of the Plan Rules, if during the Restriction Period Nokia experiences a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of the corporation, that constitutes a change-in-control event under Section 1.409A-3(i)(5) of the U.S. Income Tax Regulations, or any successor provision (a 409A Change in Control Event), Nokia will either (i) convert the Restricted Shares into similar equity or equity-based cash rights issued by the surviving corporation or its parent within 30 days of the 409A Change in Control Event or (ii) settle the US Participants Restricted Shares at the Grant Amount within 30 days prior to the 409A Change in Control Event. If during the Restriction Period Nokia engages in a transaction as contemplated by Section 12.5 or 12.7 of the Plan Rules that does not constitute a 409A Change in Control Event, the Restricted Shares shall be settled in accordance with their terms. |
d) | If prior to the settlement of the Restricted Shares Nokia makes a resolution to acquire its own Shares through a tender offer to all the shareholders under Section 12.6 of the Plan Rules, Nokia will exchange the US Participants Restricted Shares at the Grant Amount for a right to receive a cash payment to be paid out after the end of the Restriction Period on the Settlement Date. |
e) | In the event that during the Restriction Period Nokia is delisted from NASDAQ OMX Helsinki or its successors as contemplated by Section 12.8 of the Plan Rules, Nokia will exchange the US Participants Restricted Shares at the Grant Amount for a right to receive a cash payment to be paid out after the end of the Restriction Period on the Settlement Date. |
6. 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 and without the US Participants consent, modify the Plan Rules or grant documents to: (i) comply with, or avoid being subject to, Section 409A of the Code, (ii) avoid the incurrence of additional 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 2013 remains in full force and effect.
Exhibit 4.9
Terms and conditions of the Nokia | ||||
Employee Share Purchase Plan | ||||
Approved by the Board of Directors on January 24, 2013 |
CONTENT
1 | DEFINITIONS AND INTERPRETATION |
32 | ||||
2 | INVITATION |
35 | ||||
3 | ENROLING IN THE PLAN |
35 | ||||
4 | LIMITS AND SCALING BACK |
36 | ||||
5 | PURCHASED SHARES |
36 | ||||
6 | MATCHING SHARE AWARDS |
37 | ||||
7 | END OF THE HOLDING PERIOD |
38 | ||||
8 | FREE SHARES |
38 | ||||
9 | TAXATION AND REGULATORY ISSUES |
38 | ||||
10 | CASH EQUIVALENT |
39 | ||||
11 | WITHDRAWAL |
39 | ||||
12 | CESSATION OF EMPLOYMENT |
40 | ||||
13 | CORPORATE EVENTS |
41 | ||||
14 | INTERNATIONAL TRANSFERS |
42 | ||||
15 | ADJUSTMENTS |
43 | ||||
16 | AMENDMENTS |
43 | ||||
17 | LEGAL ENTITLEMENT |
43 | ||||
18 | GENERAL |
44 |
The Nokia Employee Share Purchase Plan
1 | DEFINITIONS AND INTERPRETATION |
1.1 | In this Plan, unless otherwise stated, the words and expressions below have the following meanings: |
Board | the Board of Directors of the Company, any duly authorised committee of the board or any delegate of the board; | |
Company | Nokia Corporation, a Company registered in Finland, with Business Identity Code 0112038-9; | |
Contribution | the payment made by or on behalf of a Participant in the Participants local currency each month (or at such other frequency determined by the Board) during a Savings Period to be used in the acquisition of Purchased Shares pursuant to the terms of the Plan; | |
Contribution Limit | the maximum aggregate amount of Contributions in Euros which may be made by all Participants during a Savings Period determined by the Board in accordance with rule 2.2.6; | |
Dealing Day | any day on which the NASDAQ OMX Helsinki exchange, or any other successor body carrying out the business of the NASDAQ OMX Helsinki exchange is open for business; | |
Dealing Restrictions | restrictions imposed by the Companys Insider Policy, the Finnish Securities Markets Act, the rules of the NASDAQ OMX Helsinki exchange, the standards imposed by the Finnish Financial Supervisory Authority or any applicable laws or regulations applicable anywhere in the world which impose restrictions on share dealing; | |
Eligible Employee | an employee of the Company or any of its Participating Subsidiaries who is resident or deemed to be resident in a Participating Jurisdiction; | |
Enrolment Period | the period during which Eligible Employees may enter into an Investment Agreement to participate in the Plan pursuant to rule 3; | |
Free Shares | Shares acquired by a Participant in accordance with rule 8; | |
Group Member | the Company, or any Participating Subsidiary of the Company or any company which is the Companys holding company or a Subsidiary of the Companys holding company; |
32
Holding Period | a period of one year or any other period as determined by the Board, starting on the Initial Acquisition Date; | |
Initial Acquisition Date | the first date, following the end of the Enrolment Period, on which Contributions are applied to acquire Purchased Shares; | |
Internal Reorganisation | where immediately after any event described in rule 13.1 or a tender offer, all or substantially all of the issued share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before such event; | |
Investment Agreement | the agreement pursuant to which a Participant enrols in the Plan and agrees to make Contributions pursuant to rule 3.1; | |
Jurisdiction Limit | the maximum aggregate amount of Contributions in the currency of the applicable jurisdiction that may be made by Eligible Employees resident or deemed to be resident in that jurisdiction and set by the Board to take account of laws or regulations applicable in that jurisdiction or for any other reason at the Boards discretion; | |
Matching Shares | Shares to which a Matching Share Award relates; | |
Matching Share Award | a right granted to each Participant to acquire Shares in accordance with rule 6; | |
Matching Share Ratio | the ratio of Matching Shares to Purchased Shares applicable to Matching Share Awards, which will determine the number of Matching Shares to be issued or transferred to Participants following the end of the Holding Period; | |
Original Euro Contribution Value | the total amount in Euros of a Participants Contributions to be made over the Savings Period determined in accordance with rule 3.3; | |
Participant | an Eligible Employee who has entered in to an Investment Agreement to participate in the Plan pursuant to rule 3, or their estate following the Participants death; | |
Participating Jurisdiction | a jurisdiction selected by the Board in which participation in the Plan will be offered; |
33
Participating Subsidiary | a Subsidiary selected by the Board for the purposes of the Plan; | |
Plan | the Nokia Employee Share Purchase Plan in its present form or as from time to time amended; | |
Plan Cycle | each occasion on which Eligible Employees are invited to participate in the Plan; | |
Purchased Share | a Share acquired by or on behalf of a Participant as described in rule 5; | |
Savings Period | a period, determined by the Board, over which Contributions are made by a Participant; | |
Scale Back Threshold | the threshold amount in Euros above which a Participants Contributions may be scaled back in accordance with rule 4.2 and determined by the Board in accordance with rule 2.2.4; | |
Share | a fully paid ordinary share in the capital of the Company; | |
Subsidiary | a company in relation to which the Company (or any company which itself exercises control of the Company) exercises control which is included in the Companys consolidated financial statements; | |
Tax Liability | any tax or social security contributions liability in any jurisdiction in connection with the Plan for which the Participant is liable and for which any Group Member or former Group Member is obliged to account to any relevant authority; | |
Vest | the point at which a Participant becomes entitled to receive the Shares subject to their Matching Share Award; and | |
Vesting and Vested will be construed accordingly. |
1.2 | Unless the context otherwise requires, references in the Plan to: |
1.2.1 | the singular include the plural and vice versa; and |
1.2.2 | the masculine include the feminine and vice versa. |
1.3 | Headings and explanatory wording does not form part of the Plan. |
34
2 | INVITATION |
2.1 | The Board may decide to operate the Plan at any time. |
2.2 | When the Board decides to operate the Plan, it will also decide in respect of each Plan Cycle: |
2.2.1 | the Participating Jurisdictions, Participating Subsidiaries and the Eligible Employees are to be invited to participate in the Plan; |
2.2.2 | the Savings Period and the Holding Period. The Board may set more than one Savings Period or Holding Period to take into account any legal or regulatory requirements applicable in a Participating Jurisdiction, or for any other reason that it considers appropriate, in its absolute discretion; |
2.2.3 | the minimum and maximum Contribution in Euros which may be made on an annual basis during the Savings Period and the currency in which each Eligible Employee will be invited to make Contributions; |
2.2.4 | any applicable Scale Back Threshold; |
2.2.5 | the exchange rates by reference to which such minimum and maximum Contributions and the Scale Back Threshold will be converted into the Participants local currency; |
2.2.6 | any Contribution Limit which the Board deems appropriate to apply; |
2.2.7 | the jurisdictions (if any) in which a Jurisdiction Limit will apply and the amount of each applicable Jurisdiction Limit; |
2.2.8 | the Matching Share Ratio; |
2.2.9 | the Enrolment Period; and |
2.2.10 | whether Free Shares will be applicable and the terms on which a Participant may acquire Free Shares in accordance with rule 8. |
2.3 | Any Eligible Employee may be invited to participate in the Plan. The invitation will include the information set out in rule 2.2 (decisions of the Board) provided that the minimum and maximum Contribution and the Scale Back Threshold will be stated in the local currency applicable to the Eligible Employee and expressed as an amount per month (or such other applicable frequency during the Savings Period). |
3 | ENROLING IN THE PLAN |
3.1 | During the Enrolment Period, an Eligible Employee who chooses to participate in the Plan must enter into an Investment Agreement. |
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3.2 | Each Eligible Employee will be required to specify the Contribution that they wish to make to the Plan for the duration of the Savings Period. The aggregate annual Contributions during the Savings Period must be at least equal to the minimum Contribution specified by the Board pursuant to rule 2.2.3 (Contribution levels) which, subject to any applicable Jurisdiction Limit, must not exceed the lower of: |
3.2.1 | the maximum Contribution determined by the Board in accordance with rule 2.2.3; and |
3.2.2 | 10% of the Eligible Employees annual gross base salary. |
3.3 | Subject to rule 4 (limits and scaling back), the aggregate Contributions specified by a Participant pursuant to rule 3.2 will be converted to Euros at the exchange rate referred to in rule 2.2.5 (the original exchange rate) to determine each Participants Original Euro Contribution Value for the relevant Savings Period. |
3.4 | Contributions will be made by or on behalf of Participants by deductions from salary, for the duration of the Savings Period, as soon as practicable after the end of the Enrolment Period. |
4 | LIMITS AND SCALING BACK |
4.1 | At the end of the Enrolment Period, the aggregate Contributions in Euros to be made by Participants will be calculated for the relevant Savings Period and for this purpose the same exchange rates as described in rule 2.2.5 (the original exchange rate) will be applied to convert Contributions to be made in another currency to Euros. |
4.2 | If the aggregate value of Contributions in Euros to be made during the Savings Period determined in accordance with rule 4.1 would exceed any Contribution Limit, the Board may reduce the Contributions to be made by Participants by such method or methods as it deems appropriate provided that in reducing Contributions, the Board must not reduce the Contributions below the Scale Back Threshold. |
4.3 | If the aggregate Contributions to be made by Participants in a Participating Jurisdiction during the Savings Period in accordance with rule 4.1 would meet or exceed any Jurisdiction Limit, the Board may reduce Contributions to be made by those Participants using such method or methods as it deems appropriate. |
4.4 | Where the Contributions to be made by Participants are reduced pursuant to this rule 4, Participants will be notified accordingly before the start of the Savings Period. |
5 | PURCHASED SHARES |
5.1 | Each Contribution made by a Participant during the relevant Savings Period will be applied to the acquisition of Purchased Shares as soon as practicable following the date on which the Contribution is made, beginning on the Initial Acquisition Date. |
5.2 | Purchased Shares may be new Shares, treasury Shares or Shares purchased from the market. Where Shares are purchased in the market at more than one price with Participants Contributions, the average price of the Shares calculated over several Dealing Days may be used to determine the number of Purchased Shares acquired on behalf of each Participant. |
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5.3 | Where Contributions are made in a currency other than the currency in which Shares are traded, Contributions will be exchanged at the prevailing exchange rate before being used to acquire Purchased Shares. |
5.4 | Purchased Shares will be held on the Participants behalf during the Holding Period in a nominee account or a book entry account or on such other basis as the Board determines. |
5.5 | All dividends paid in respect of Purchased Shares will be used to acquire additional Shares, which will be held for the Participant on the same terms as the Purchased Shares to which they relate, except that such Shares will not be included when applying the Matching Share Ratio. |
5.6 | Subject to any Dealing Restrictions, a Participant may sell or transfer some or all of their Purchased Shares at any time during the Holding Period. However, the number of Matching Shares that will Vest will be reduced proportionately in accordance with rule 6.2 (application of the Matching Share Ratio). |
5.7 | If a Participant uses his Purchased Shares as security for any liability during the Holding Period, such Purchased Shares will be treated as having been sold or transferred pursuant to rule 5.6. |
6 | MATCHING SHARE AWARDS |
6.1 | A Participant will receive a Matching Share Award on the first Dealing Day after the Enrolment Period, or if the enrolment is subject to any regulatory approvals, on the first Dealing Day after such regulatory approval has been obtained provided that there is a period of at least three months between the date on which the Participant receives his Matching Share Award and the end of the Savings Period. |
6.2 | The Matching Share Award will relate to such number of Shares as will be determined by applying the Matching Share Ratio to the number of Purchased Shares held by a Participant at the end of the Holding Period, whether deemed to end or otherwise, not exceeding that number of Purchased Shares acquired with Contributions up to the Participants Original Euro Contribution Value. |
6.3 | A Participant is not required to pay for the Matching Share Award. |
6.4 | Before the Shares to which a Matching Share Award relates are issued or transferred to a Participant following Vesting, each Participant will have no rights in respect of those Shares. |
6.5 | A Matching Share Award must not be used as security for any liability, be transferred or otherwise disposed of (except in the event of the Participants death, to his personal representatives) and will lapse immediately on any attempt to do so. |
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7 | END OF THE HOLDING PERIOD |
7.1 | Immediately following the end of the Holding Period: |
7.1.1 | Matching Share Awards will Vest over such number of Shares as specified in rule 6.2 (application of the Matching Share Ratio) and, subject to rule 9 (taxation and regulatory issues) and rule 10 (cash equivalent), the Vested Shares will be issued or transferred to the Participant as soon as practicable thereafter; and |
7.1.2 | Purchased Shares will no longer be subject to rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares without the sale or transfer having an effect on his right to receive Matching Shares. |
8 | FREE SHARES |
8.1 | If the Board determines pursuant to rule 2.2.10 that Free Shares will be applicable to a Plan Cycle, this rule 8 will apply. |
8.2 | Any Participant, who makes Contributions to the Plan for such number of consecutive months as determined by the Board pursuant to rule 2.2.10 which are then used to acquire Purchased Shares on his behalf, will receive a number of Free Shares, determined by the Board, in accordance with rule 8.3. |
8.3 | Subject to rule 9 (taxation and regulatory issues) and rule 10 (cash equivalent), the Free Shares will be issued or transferred to the Participant as soon as reasonably practicable following the application of the last of such number of consecutive Contributions referred to in rule 8.2 to the acquisition of Purchased Shares. |
9 | TAXATION AND REGULATORY ISSUES |
9.1 | A Participant will be responsible for and indemnifies each relevant Group Member against any Tax Liability. Any Group Member may withhold an amount to settle such Tax Liability from any amounts due to the Participant (to the extent such withholding is not in breach of any applicable laws) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to a Matching Share Award or otherwise to realise an amount to settle the Tax Liability. A Participant will also be responsible for all taxes and social security liabilities which he is obliged to account for directly to any tax authority in any jurisdiction in connection with the Plan. |
9.2 | The Company, the Eligible Employees and the Participants are obliged to comply with any applicable laws and regulations on insider dealing and any Company insider policies. |
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10 | CASH EQUIVALENT |
10.1 | At any time prior to Vesting of a Matching Share Award or the issue or transfer of Free Shares pursuant to rule 8.3, the Board may determine that in substitution for his right to acquire some or all of the relevant Shares, the Participant will instead receive a cash sum. The cash sum will be equal to the market value of that number of the Shares which would otherwise have been issued or transferred and for these purposes: |
10.1.1 | market value will be determined on the date of Vesting in the case of a Matching Share Award and, in the case of Free Shares, the date on which the last of the Contributions is applied to acquire Purchased Shares in accordance with rule 8.2; and |
10.1.2 | the cash sum will be paid to the Participant as soon as practicable thereafter, net of any deductions (including but not limited to any Tax Liability or similar liabilities) as may be required by local law. |
11 | WITHDRAWAL |
11.1 | Subject to any Dealing Restrictions, a Participant may, at any time during the Savings Period give notice that he wishes to withdraw from the Plan. Where a Participant has given notice to withdraw from the Plan in accordance with this rule 11.1, his Contributions will cease as soon as practicable thereafter. |
11.2 | Subject to any mandatory rules in a Participating Jurisdiction, if a Participant takes a voluntary or statutory leave of absence such that Contributions cannot be made pursuant to rule 3.4, the Participant will be deemed to have withdrawn from the Plan in accordance with rule 11.1. |
11.3 | If rule 11.1 applies, any Purchased Shares acquired on the Participants behalf will remain subject to the rules of the Plan including rule 5.6 (proportionate reduction in Matching Shares) for the remainder of the Holding Period. |
11.4 | At the end of the Holding Period: |
11.4.1 | Matching Share Awards will Vest over such number of Shares as specified in rule 6.2 (application of the Matching Share Ratio) and, subject to rule 9 (taxation and regulatory issues) and rule 10 (cash equivalent), the Vested Shares will be issued or transferred to the Participant as soon as practicable thereafter; and |
11.4.2 | Purchased Shares will no longer be subject to rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares without the sale or transfer having an effect on his right to receive Matching Shares. |
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12 | CESSATION OF EMPLOYMENT |
12.1 | Where a Participant ceases to hold office or employment with a Group Member before the end of the Holding Period other than in accordance with rule 12.2, the Holding Period will be deemed to end and: |
12.1.1 | Purchased Shares will no longer be subject to rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares; and |
12.1.2 | his Matching Share Award will lapse on the date of such cessation. |
12.2 | Where a Participant ceases to hold office or employment with a Group Member before the end of the Holding Period for one of the following reasons: |
12.2.1 | death; |
12.2.2 | permanent disability; |
12.2.3 | retirement with the agreement of the Participants employer; |
12.2.4 | redundancy; or |
12.2.5 | the Participants employing company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking (in which the Participant is employed) to a person who is not a Group Member |
the Holding Period will be deemed to end on the date of such cessation and rule 12.3 will apply.
12.3 | Where a Participant ceases to hold office or employment for one of the reasons specified in rule 12.2: |
12.3.1 | Purchased Shares will no longer be subject to rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares without the sale or transfer having an effect on his right to receive Matching Shares; and |
12.3.2 | Matching Share Awards will Vest over such number of Shares as specified in rule 6.2 (application of the Matching Share Ratio) provided that unless the Board determines otherwise, no Vested Shares will be issued or transferred to a Participant and instead, subject to rule 9 (taxation and regulatory issues) a cash payment will be made to the Participant in accordance with rule 10 (cash equivalent) in respect of all the Vested Shares to which his Matching Share Award relates. |
12.4 | For the purposes of the Plan, a person will be treated as ceasing to hold office or employment with a Group Member on the last day of employment. |
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13 | CORPORATE EVENTS |
13.1 | On the occurrence of any of the events set out below, subject to rule 13.4, the Holding Period will be deemed to end on the date of such event and rule 13.2 will apply. These events are: |
13.1.1 | the placement of the Company into liquidation; |
13.1.2 | the resolution of merger, where the Company merges into another company, or demerger of the Company in accordance with the Finnish Companies Act. |
13.2 | On the occurrence of any of the events referred to in rule 13.1 the Holding Period will be deemed to end at that time and: |
13.2.1 | Matching Share Awards will Vest over such number of Shares as specified in rule 6.2 (application of the Matching Share Ratio) and, subject to rule 9 (taxation and regulatory issues) and rule 10 (cash equivalent), the Vested Shares will be issued or transferred to the Participant as soon as practicable thereafter; and |
13.2.2 | Purchased Shares will no longer be subject to the rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares without the sale or transfer having an effect on his right to receive Matching Shares. |
13.3 | Other events |
13.3.1 | If the Company is or may be affected by a delisting, special dividend, tender offer, redemption of Shares or other event which, in the opinion of the Board, may affect the current or future value of Shares, the Board may determine that conditional on the event occurring, the Holding Period will be deemed to end on the date of the event and: |
i) | Matching Share Awards will Vest over such number of Shares as specified in rule 6.2 (application of the Matching Share Ratio) and, subject to rule 9 (taxation and regulatory issues) and rule 10 (cash equivalent), the Vested Shares will be issued or transferred to the Participant as soon as practicable thereafter; and |
ii) | Purchased Shares will no longer be subject to the rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares without the sale or transfer having an effect on his right to receive Matching Shares. |
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13.3.2 | If the event does not occur then rule 13.3.1 will not apply and the Savings Period and Holding Period will continue in respect of both Purchased Shares and Matching Share Awards. |
13.4 | Exchange of the Matching Share Award |
13.4.1 | A Matching Share Award will not Vest under rule 13.2 or in accordance with rule 13.3 as a result of a tender offer, but will be released automatically in consideration of the grant of a new award which, in the opinion of the Board, is equivalent to the Matching Share Award (Existing Award), but relates to shares in a different company (whether the acquiring company or a different company), to the extent that: |
i) | an offer to exchange the Existing Award is made and accepted by a Participant; |
ii) | there is an Internal Reorganisation; or |
iii) | the Board decides (before the event) that an Existing Award will be automatically exchanged. |
13.5 | Any reference to the Board in this rule 13 means the members of the Board immediately prior to the relevant event. |
14 | INTERNATIONAL TRANSFERS |
14.1 | If during a Savings Period: |
14.1.1 | a Participant ceases to be resident (or to be deemed to be resident) in a Participating Jurisdiction (the Original Participating Jurisdiction); |
14.1.2 | the Participant immediately becomes resident (or is deemed to become resident) in another Participating Jurisdiction (the New Participating Jurisdiction); |
14.1.3 | the events described at rules 14.1.1 and 14.1.2 do not cause the Participant to cease to hold office or employment with a Group Member in accordance with rules 12.1 or 12.2; and |
14.1.4 | the currency in the New Participating Jurisdiction is different from the currency in the Original Participating Jurisdiction |
the Participant will continue to make Contributions to the Plan but after he ceases to be resident (or deemed to be resident) in the Original Participating Jurisdiction, the aggregate
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Contribution specified by the Participant pursuant to rule 3.2 will be converted from the currency applicable in the Original Participating Jurisdiction to the currency in the New Participating Jurisdiction using the exchange rate referred to in rule 2.2.5 and the Contributions made by the Participant after he becomes resident (or is deemed to be resident) in the New Participating Jurisdiction will then be applied to the acquisition of Purchased Shares in accordance with rule 5.
14.2 | If during a Savings Period a Participant ceases to be (or to be deemed to be) resident in an Original Participating Jurisdiction and does not immediately become resident (or be deemed to be resident) in a New Participating Jurisdiction, provided neither rule 12.1 or 12.2 is applicable: |
14.2.1 | the Participant will not make any further Contributions to the Plan after the date on which he ceases to be resident in the Original Participating Jurisdiction; and |
14.2.2 | any Purchased Shares already acquired on the Participants behalf will remain subject to the rules of the Plan for the duration of the Holding Period, when rule 7 will apply. |
15 | ADJUSTMENTS |
15.1 | The number of Shares subject to a Matching Share Award may be adjusted in such manner as the Board determines, in the event of: |
15.1.1 | any variation of the share capital or in the number of Shares of the Company; or |
15.1.2 | a demerger, delisting, special dividend, rights issue or other event which may, in the Boards opinion, affect the current or future value of Shares. |
16 | AMENDMENTS |
16.1 | The Board may at any time amend the rules of the Plan, provided that no amendment to the material disadvantage of existing rights of Participants will be made unless: |
16.1.1 | every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and |
16.1.2 | the amendment is approved by a majority of those Participants who have so indicated. |
17 | LEGAL ENTITLEMENT |
17.1 | This rule 17 applies during a Participants employment with any Group Member and after the termination of such employment. |
17.2 | Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participants employment with any Group Member are separate from, and are not affected by, the Participants participation in the Plan. Participation in the Plan does not create any right to continued employment for any Participant. |
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17.3 | The acquisition of Purchased Shares on behalf of a Participant or the grant of any Matching Share Award to a Participant or the acquisition of any Free Shares does not create any right for that Participant to be offered participation in the Plan in future or to be granted any additional Matching Share Awards or for Purchased Shares or Free Shares to be acquired or Matching Share Awards to be granted on any particular terms, including the number of Shares to which a Matching Share Award relates. |
17.4 | By Participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including: |
17.4.1 | any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason; |
17.4.2 | any exercise of a discretion or a decision taken in relation to any Purchased Shares, Matching Share Awards and/or to the Plan, or any failure to exercise a discretion or take a decision; |
17.4.3 | the operation, suspension, termination or amendment of the Plan. |
18 | GENERAL |
18.1 | The Plan will terminate by the passing of a resolution by the Board. Termination of the Plan will be without prejudice to the existing rights of Participants. |
18.2 | Participants shall not be entitled to any dividends or have any voting rights or other shareholder rights until the Shares have been transferred to the Participant and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register. |
18.3 | Participants consent to the processing of personal data in connection with their participation in the Plan by any Group Member (and any third party appointed by a Group Member in connection with the Plan) including the administration, maintenance of records and the provision of Participants details to future purchasers of the Company. Depending on the location of the Participant, the data might be transferred internationally. The processing is described in more detail in the privacy supplement that will be provided to each Participant. |
18.4 | All charges levied in connection with the delivery or sale of Shares pursuant to the Plan will be borne by Participants. |
18.5 | The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties. |
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18.6 | Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to their registered office (for the attention of the company secretary or a person in a similar position), and in the case of an individual to his last known address, or, where the individual is a director or employee of a Group Member, either to the director or employees last known address or to the address of the place of business at which the director or employee performs the whole or substantially the whole of the duties of the director or employees office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice. |
18.7 | These rules will be governed by and construed in accordance with the laws of Finland. Disputes arising in respect of the Plan will be settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. |
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SUPPLEMENT TO THE NOKIA EMPLOYEE SHARE PURCHASE PLAN IN THE USA
Amendments to the Nokia Employee Share Purchase Plan
For purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the Code), the Nokia Employee Share Purchase Plan (the Plan) is amended, effective as of March 7, 2013, by adding the following Code Section 409A Schedule to the Plan. This Plan, as amended by this Code Section 409A Schedule, is intended to comply with Section 409A of the Code.
Code Section 409A Schedule
Notwithstanding anything in the terms and conditions of the Plan (Plan Rules) to the contrary, effective as of March 7, 2013, the Plan Rules are amended as set forth in this Code Section 409A Schedule in order to avoid adverse or unintended tax consequences under Section 409A of the Code, and the applicable rules and regulations thereunder to Participants who are (or who may become) US taxpayers (US Participant). The provisions of this Code Section 409A Schedule shall apply to all US Participants 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. | Settlement of any Vested Matching Shares (whether in cash or Shares) may not occur later than the last Dealing Day of the calendar year in which the Holding Period ends, or if later, the 15th day of the third month after the month in which the Holding Period ends. |
2. | Delivery of any Free Shares will occur no later than the last Dealing Day of the calendar year in which the last Contribution is made, or if later, the 15th day of the third month after the month in which the last Contribution is made. |
3. | Where a US Participant is deemed to have withdrawn from the Plan in accordance with rule 11.2, the Company will issue or transfer the US Participants Matching Shares in accordance with Paragraph 1 of this Code Section 409A Schedule. |
4. | In cases where a US Participant ceases to be employed pursuant to rule 12.2 of the Plan Rules and such termination of employment also constitutes a separation from service under Section 409A of the Code (including, without limitation by reason of retirement, permanent disability or death), any Matching Share Award will Vest in accordance with rule 12.3.2 and any cash payment will be made to the US Participant (or his/her estate) no later than the last Dealing Day of the calendar year in which the separation from service occurs, or if later, the 15th day of the third month after the month in which the separation from service occurs. Notwithstanding the above, any cash payment will be issued and transferred to a US Participant who is a specified employee under Section 409A of the Code no earlier than the first Dealing Day following the date that is six months following the specified employees separation from service (or, if earlier, the date of death of the specified employee). |
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5. | To the extent a US Participant ceases to be employed pursuant to rule 12.2 of the Plan Rules and such termination of employment does not constitute a separation from service under Section 409A of the Code, any cash payment will be delivered to the US Participant in accordance with Paragraph 1 of this Code Section 409A Schedule. |
6. | To the extent an event or transaction described in rule 13 of the Plan Rules occurs, and the event or transaction also constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, under Section 1.409A-3(i)(5) of the U.S. Income Tax Regulations (Section 409A Change in Control), a Matching Share Award will Vest in accordance with rule 13.2 and the Company will issue or transfer any Vested Matching Shares (or cash equivalent under rule 10) no later than the last Dealing Day of the calendar year in which the Section 409A Change in Control event or transaction occurs, or if later, the 15th day of the third month after the month in which the Section 409A Change in Control event or transaction occurs. |
7. | To the extent an event or transaction described in rule 13 of the Plan Rules occurs that does not constitute a 409A Change in Control Event, a Matching Share Award will Vest in accordance with rule 13 but the Vested Shares (or cash equivalent under rule 10) shall be issued or transferred to the US Participant in accordance with Paragraph 1 of this Code Section 409A Schedule. For the avoidance of doubt, the Holding Period shall not be deemed to end earlier than its original scheduled date. |
If any Plan Rule or grant document contravenes any regulations or guidance promulgated under Section 409A of the Code or could cause any Matching Shares or Free Shares to be subject to taxes, interest or penalties under Section 409A of the Code, the Company may, in its sole discretion and without the US Participants consent, modify the Plan Rules or grant documents to: (i) comply with, or avoid being subject to, Section 409A of the Code, (ii) avoid the incurrence of additional 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 Employee Share Purchase Plan remains in full force and effect.
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Exhibit 5.1
Nokia Corporation
P.O. Box 226
FIN-00045 NOKIA GROUP
FINLAND
Ladies and Gentlemen,
I am Vice President, Corporate Legal of Nokia Corporation, a company incorporated under the laws of the Republic of Finland (the Company), and, as such, I have acted on behalf of the Company in connection with its offering of awards (collectively, the Awards) of performance shares (the Performance Shares), restricted shares (the Restricted Shares), stock options (the Stock Options), and matching shares (the Matching Shares) and free shares (the Free Shares) pursuant to the Nokia Employee Share Purchase Plan with respect to the shares of the Company, to eligible Company employees in the United States as part of a worldwide employee offering (the Employee Offering) that is being undertaken to incentivise selected employees of the Company and its subsidiaries and affiliates. Holders of the Awards will be entitled to receive shares of the Company (each, a Share). American Depository Shares (the ADSs), each representing one Share, are listed on the New York Stock Exchange.
In connection with the opinions expressed below, I have examined:
(i) | the terms and conditions of the Employee Offering; i.e., the Nokia Restricted Share Plan 2013 and the Nokia Performance Share Plan 2013, each as approved by the Board of Directors of the Company in their meeting held on January 24, 2013, the Nokia Performance Share Plan 2012, as approved by the Board of Directors of the Company in their meeting held on January 26, 2012, the Nokia Performance Share Plan 2011, as approved by the Board of Directors of the Company in their meeting held on January 27, 2011, the Nokia Stock Option Plan 2011, as approved by the shareholders of the Company at the Annual General Meeting of the shareholders held on May 3, 2011, and the Nokia Employee Share Purchase Plan, as approved by the Board of Directors of the Company in their meeting held on January 24, 2013; |
(ii) | the form of documentation to be furnished to employees eligible to participate in the Employee Offering, including a copy of the prospectuses prepared in accordance with the requirements of Part I of Form S-8 under the United States Securities Act of 1933, as amended (the Securities Act); |
(iii) | a signed copy of the Companys Registration Statement on Form S-8 (the Registration Statement) relating to the Employee Offering, which Registration Statement is being filed by the Company with the United States Securities and Exchange Commission (the Commission) on the date hereof; |
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(iv) | the Articles of Association of the Company; and |
(v) | originals, or copies certified or otherwise identified to my satisfaction, of such documents, as I have deemed necessary and appropriate as a basis for the opinion hereinafter expressed. |
Based on the foregoing and having regard for such legal considerations as I deem relevant, I am of the opinion that: (1) the Performance Shares, Restricted Shares, Stock Options, Matching Shares and Free Shares to be offered to eligible Company employees pursuant to the Employee Offering will represent legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and (2) the Shares to be issued upon settlement of the Performance Shares and Restricted Shares, and the Shares to be issued upon exercise of the Stock Options or in accordance with the Nokia Employee Share Purchase Plan, in connection with the Employee Offering will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. I am a lawyer admitted to practice in Finland and I am not admitted in, do not hold myself as being an expert on, and do not express any opinion on the law of any jurisdiction other than the laws of the Republic of Finland.
Very truly yours, |
/s/ Riikka Tieaho |
Riikka Tieaho |
Vice President, Corporate Legal |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Nokia Corporations Annual Report on Form 20-F for the year ended December 31, 2012.
/s/ PricewaterhouseCoopers Oy |
PricewaterhouseCoopers Oy |
Helsinki, Finland |
March 7, 2013 |