Nokia 2012 Annual Report Download - page 157

The performance shares represent a commitment by Nokia Corporation to deliver Nokia shares to
employees at a future point in time, subject to Nokia’s fulfillment of pre-defined performance criteria.
No Nokia shares will be delivered unless the Group’s performance reaches at least one of the
threshold levels measured by two independent, pre-defined performance criteria. The below table
illustrates the performance criteria of the Performance Share Plans from 2009 through 2012.
Performance Share Plan
Performance Criteria 2012 2011 2010 2009
Average Annual Net Sales Growth (Nokia Group) ............ — yes yes yes
EPS at the end of Performance period (Nokia Group) ......... — — yes yes
Average Annual Net Sales (Nokia Group excluding NSN) ...... yes — — —
Average Annual EPS (Nokia Group) ....................... yes yes — —
The 2009, 2010, and 2011 plans have a three-year performance period. The shares vest after the
respective performance period. The 2012 plan has a two-year performance period and a subsequent
one-year restriction period, after which the shares vest. The shares will be delivered to the participants
as soon as practicable after they vest. The below table summarizes the relevant periods and
settlements under the plans.
Plan
Performance
period Settlement
2009(1) ................................... 2009-2011 2012
2010(1) ................................... 2010-2012 2013
2011 .................................... 2011-2013 2014
2012 .................................... 2012-2013(2) 2015
(1) No Nokia shares were delivered under the Nokia Performance Share Plans 2009 and 2010 as
Nokia’s performance did not reach the threshold level of either performance criteria under both
plans.
(2) Nokia Performance Share Plan 2012 has a one-year restriction period after the two-year
performance period.
Until the shares are delivered, the participants will not have any shareholder rights, such as voting or
dividend rights, associated with the performance shares. The performance share grants are generally
forfeited if the employment relationship terminates with Nokia prior to vesting.
Similar to the previous 2007, 2008 and 2009 plans, there was no payout from the 2010 Performance
Share Plan.
Stock Options
During 2012 we administered two global stock option plans, the Stock Option Plans 2007 and 2011,
each of which, including its terms and conditions, has been approved by the Annual General Meeting
in the year when the plan was launched.
Each stock option entitles the holder to subscribe for one new Nokia share. The stock options are
non-transferable and may be exercised for shares only. All of the stock options granted under the
Stock Option Plan 2007 have a vesting schedule with 25% of the options vesting one year after grant
and 6.25% each quarter thereafter. The stock options granted under the 2007 plan have a term of
approximately five years. The stock options granted under the Stock Option Plan 2011 have a vesting
schedule with 50% of stock options vesting three years after grant and the remaining 50% vesting four
years from grant. The stock options granted under the 2011 plan have a term of approximately six
years. For information on stock option exercise prices, exercise periods and expiry dates, see Note 24
to our consolidated financial statements included in Item 18 of this annual report.
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