Nokia 2012 Annual Report Download - page 261

Other equity plans for employees
In addition to the global equity plans described above, Nokia has 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 fund for invested non-
restricted equity of Nokia.
On the basis of these plans, the Group had 0.1 million stock options outstanding on December 31,
2012. The weighted average exercise price is USD 11.39.
In connection with the 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 was approximately 3 million, all of which have been delivered by December 31,
2012. The Group does not intend to make further awards under the NAVTEQ Plan.
The Group also has 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, 2012, approximately 1 750 000 ADSs
had been purchased under this plan during 2012, and there were a total of approximately
1 230 participants in the plan. The plan will be ramped-down during 2013 as a new global Employee
Share Purchase Plan will be implemented as described below.
During 2011-2012, Nokia had a one-time special CEO incentive program designed to align the CEO’s
compensation to increased shareholder value and to link a meaningful portion of CEO’s compensation
directly to the performance of Nokia’s share price over the period of 2011-2012. Mr. Elop had the
opportunity to earn 125 000 – 750 000 Nokia shares at the end of 2012 based on two independent
criteria: Total Shareholder Return (TSR) relative to a peer group of companies over the two-year period
and Nokia’s absolute share price at the end of 2012. As the minimum performance for neither of the
two performance criterion was reached, no share delivery took place. The number of shares earned
and to be settled may be adjusted by the Board of Directors under certain exceptional circumstances
up until June 30, 2013, should the results significantly change.
On January 24, 2013 Nokia introduced an Employee Share Purchase Plan, which is planned to be
offered in 27 countries to all Nokia employees (excluding Nokia Siemens Networks’ employees). Under
the Plan, the eligible Nokia employees can elect to make monthly contributions from their salary to
purchase Nokia shares. The contribution per employee cannot exceed EUR 1 200 per year. The share
purchases will be made at market value on pre-determined dates on a monthly basis during a 12-month
savings period. Nokia will offer one matching share for every two purchased shares the employee still
holds after the last monthly purchase has been made in June 2014. In addition, 20 free shares will be
delivered to employees who make the first three consecutive monthly share purchases. The participation
in the plan is voluntary to the employees.
Nokia Siemens Networks established a share-based incentive program in 2012 under which options for
Nokia Siemens Networks B.V. shares are granted to selected Nokia Siemens Networks’ employees.
The options generally become exercisable on the fourth anniversary of the grant date or, if earlier, on
the occurrence of certain corporate transactions, such as initial public offering (“IPO”). The exercise
price of the options is based on a per share value on grant as determined for the purposes of the
incentive program. The options will be cash-settled at exercise unless an IPO has taken place, at
which point they would be converted into equity-settled options. If an IPO has not taken place by the
sixth anniversary of the grant date, Nokia Siemens Networks will cash out any remaining options. If an
IPO has taken place, equity options remain exercisable until the tenth anniversary of the grant date.
F-60