EXHIBIT 4.7
NOKIA
1(7)
March 30, 2006
Group Legal
TERMS AND CONDITIONS OF THE NOKIA AUXILIARY PERFORMANCE SHARE PLAN
2006
1. Definitions
Board: Board of Directors of Nokia Corporation.
Grant Agreement: Agreement entered into between the Participant
and
Nokia on the grant of Performance Share Units under the Plan.
Grant Amount: The number of Units that will be allocated to a
Participant. The Units are tied to one or more performance
criteria
indicated defined in the Grant Agreement. The Grant Amount equals
the
number of Units at Target and may represent one or more
Threshold
Numbers, depending on how many performance criteria are used,
as
indicated in the Grant Agreement.
Interim Measurement Period 1: The time period from January 1,
2006
through 31 December, 2006. The achievement of the
pre-determined
performance criteria for the Interim Measurement Period 1, defined
in
the Grant Agreement, is measured for this Period.
Interim Measurement Period 2: The time period from January 1,
2007
through 31 December, 2007. The achievement of the
pre-determined
performance criteria for the Interim Measurement Period 2, defined
in
the Grant Agreement, is measured for this Period.
Nokia: Nokia Corporation, Nokia Inc. Nokia Holding Inc, as the case
may
be, and as indicated in the Grant Agreement.
Nokia Group: The consolidated group of companies with Nokia
Corporation
as the parent company.
Maximum Number: The number of Units to vest as Shares, provided
that
the Maximum Performance is achieved with respect to the
performance
criterion, to which the Maximum Number is tied, as indicated in
the
Grant Agreement. The Maximum Number of Units equals 2.5 times
the
Threshold Number.
Maximum Performance: The maximum performance level, defined for
the
performance criterion independently in the Grant Agreement
affecting
the number of granted Units to vest.
Merger: Business acquisition transaction completed by Nokia
Corporation
or any company within Nokia Group, as the case may be and indicated
in
the
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NOKIA
2(7)
March 30, 2006
Group Legal
Grant Agreement with the Participant, related to which
transaction
the Grants under the Plan have been awarded.
Participant: Eligible persons among employees of Nokia Group who,
in
connection with the Merger and based on the approval by Board,
Personnel Committee, or its assignee, have been approved to receive
a
grant of Units under the Plan.
Personnel
Committee: Personnel Committee of the Board of Directors of
Nokia Corporation.
Performance Period: The time period from January 1, 2006
through
31 December, 2007. The achievement of the pre-determined
performance
criteria defined in the Grant Agreement is measured for this
Period.
Performance Share Unit or Unit: Each Participant receives a
Grant
Amount of Performance Share Units. The Units will vest as Shares
for
the Participant to the extent of and subject to the Vesting and
other
conditions under the Plan.
Plan: The Nokia Auxiliary Performance Share Plan 2006.
Plan Rules: This document as approved by the Board as of 30
March,
2006.
Settlement:
Represents the moment in time when Nokia arranges for
the transfer and delivery of the Shares to the Participant's
book-entry,brokerage or other account, subject to the fulfilment
of
the Vesting conditions under the Plan.
Settlement Date: A banking day in Helsinki, Finland, 30 days after
the
Vesting Date, or as soon as practicable thereafter, as determined
by
Nokia. However, the Settlement Date shall not be earlier than the
third
banking day
immediately following the day of the announcement of
Nokia's earnings release for 2007.
Special Cash Equivalent: Cash payment to the Participants under
early
termination in situations defined under paragraph 7 below. The
Special
Cash Equivalent will be based on achieved performance levels,
defined
in the Grant Agreement. Unless stipulated otherwise in these
Plan
Rules, the Settlement of the Special Cash Equivalent is carried out
to
the extent possible
like the Settlement of Shares.
Share/Shares: Nokia ordinary shares to be transferred to
Participants
based on vested Units. Nokia may, however, in its sole discretion,
use
for the Settlement of vested Units one or more of the ways of
funding
described under paragraph 6, including cash settlement. What is
said
about Shares in these Plan Rules, is applicable 'mutatis mutandis'
to
their cash equivalent, including the Special Cash Equivalent,
unless
stipulated differently in the Plan Rules.
Target Performance: The targeted performance level, defined for
each
performance criterion independently in the Grant Agreement
affecting
the number of granted Units to vest.
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NOKIA
3(7)
March 30, 2006
Group Legal
Threshold Number: The number of Units to vest as Shares, provided
that
the Threshold Performance is achieved with respect to the one
performance criterion, to which the Threshold Number is tied,
as
determined in the Grant Agreement.
Threshold Performance: The minimum performance level, defined for
each
performance criterion independently in the Grant Agreement,
affecting
the number of granted Units to vest.
Vesting: Represents the moment in time when the Participant earns
the
Shares, subject to the Plan Rules, and shall acquire the right
to
receive full ownership of such number of Shares at Settlement.
Vesting Date: December 31, 2007.
2. Eligible Employees
Nokia may grant under the Plan Performance Share Units to
eligible
Participants. The Board, Personnel Committee or its assignee
shall
approve the grant of Units under the Plan to Participants in
accordance
with either.
a) Nokia's Global Grant guidelines or
b) A specific grant nomination or specific guidelines applicable to
an
acquisition or acquisitions, as approved by the Board,
Personnel
Committee or its assignee.
3. Grant of Units
At grant, each Participant will receive a Grant Amount of Units
at
Target, as indicated in the Grant Agreement. The Units will vest
as
Shares to the Participants, subject to the Vesting conditions
described
below under paragraph 4, and other provisions in these Plan
Rules.
In connection with the grant of Units, the Participant may be
required
to give Nokia such authorizations and consents, as Nokia deems
necessary in order to administer the Plan. The fulfilment of
such
requirements and the compliance by the Participant with such
instructions by Nokia forms a precondition of a valid grant.
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NOKIA
4(7)
March 30, 2006
Group Legal
4. Vesting Conditions of the Performance Share Units
The granted Units shall vest as Shares provided and to the extent
that
the performance level reaches or exceeds the pre-determined
financial
performance levels defined in Grant Agreement for each of the
Interim
Measurement Periods, 1 and 2, independently.
Further, the following rules shall be applied to the Units to be
vested
under the Plan:
a) The total amount of Units to be vested as Shares shall not
exceed
2.5 times the Threshold Number or 1.25 the Grant Amount.
b) If the Threshold Performance is not reached, no Units shall
be
vested as Shares.
c) To the extent that the Threshold Performance is exceeded, the
number
of Units to be vested as Shares shall increase linearly from
the
Thresh
