Nokia 2009 Annual Report Download - page 136

Nokia’s periodic financial results and are based on the trade volume weighted average price of a
Nokia share on NASDAQ OMX Helsinki during the trading days of the first whole week of the second
month of the respective calendar quarter (i.e., February, May, August or November). Exercise prices are
determined on a oneweek weighted average to mitigate any short term fluctuations in Nokia’s share
price. The determination of exercise price is defined in the terms and conditions of the stock option
plan, which are approved by the shareholders at the respective Annual General Meeting. The Board of
Directors does not have the right to amend the abovedescribed determination of the exercise price.
Stock option grants are approved by the CEO at the time of stock option pricing on the basis of an
authorization given by the Board of Directors. Stock option grants to the CEO are made upon
recommendation by the Personnel Committee and are approved by the Board of Directors and
confirmed by the independent directors of the Board. Stock option grants to the other Group
Executive Board members and to other direct reports of the CEO are approved by the Personnel
Committee.
Restricted Shares
We have granted restricted shares to recruit, retain, reward and motivate selected high potential
employees, who are critical to the future success of Nokia. It is Nokia’s philosophy that restricted
shares will be used only for key management positions and other critical talent. The outstanding
global restricted share plans, including their terms and conditions, have been approved by the Board
of Directors.
All of our restricted share plans have a restriction period of three years after grant. Once the shares
vest, they are transferred and delivered to the participants. The restricted share grants are generally
forfeited if the employment relationship terminates with Nokia prior to vesting. Until the Nokia
shares are delivered, the participants do not have any shareholder rights, such as voting or dividend
rights, associated with the restricted shares. Restricted share grants are approved by the CEO at the
end of the respective calendar quarter on the basis of an authorization given by the Board of
Directors. Restricted share grants to the CEO are made upon recommendation by the Personnel
Committee and approved by the Board of Directors and confirmed by the independent directors of the
Board. Restricted share grants to the other Group Executive Board members and other direct reports
of the CEO are approved by the Personnel Committee.
Other Equity Plans for Employees
In addition to our global equity plans described above, we have equity plans for Nokiaacquired
businesses or employees in the United States and Canada under which participants can receive Nokia
ADSs or ordinary shares. These equity plans do not result in an increase in the share capital of Nokia.
In connection with our July 10, 2008 acquisition of NAVTEQ, the Group assumed NAVTEQ’s 2001 Stock
Incentive Plan (“NAVTEQ Plan”). All unvested NAVTEQ restricted stock units under the NAVTEQ Plan
were converted to an equivalent number of restricted stock units entitling their holders to Nokia
shares. The maximum number of Nokia shares to be delivered to NAVTEQ employees during the years
20082012 is approximately 3 million, of which approximately 1 million shares have already been
delivered by December 31, 2009. The Group does not intend to make further awards under the
NAVTEQ Plan.
We have also an Employee Share Purchase Plan in the United States, which permits all fulltime Nokia
employees located in the United States to acquire Nokia ADSs at a 15% discount. The purchase of the
ADSs is funded through monthly payroll deductions from the salary of the participants, and the ADSs
are purchased on a monthly basis. As of December 31, 2009, approximately 12.3 million ADSs had
been purchased under this plan since its inception, and there were a total of approximately 760
participants in the plan.
For more information on these plans, see Note 23 to our consolidated financial statements included
in Item 18 of this annual report.
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