Nokia 2013 Annual Report Download - page 128

NOKIA IN 2013
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Nokia Group Leadership Team member may be entitled to
compensation during the non-competition period or a part
of it. Such compensation amounts to the annual base salary
and annual management incentive at target for the respective
period during which no severance payment is paid.
The Nokia Group Leadership Team members have change of
control agreements with Nokia, which serve as an addendum
to their executive agreements. These change of control agree-
ments are based on a double trigger structure, which means
that both the change of control event and the termination of
the individual’s employment must take place for any change of
control based severance payment to materialize. More specifi -
cally, if a change of control event, as defi ned in the agreement,
has occurred in the company, and the individual’s employment
with the company is terminated either by Nokia or its succes-
sor without cause, or by the individual for “good reason” (for
example, material reduction of duties and responsibilities),
in either case within  months from such change of control
event, the individual will be entitled to his or her notice period
compensation (including base salary, benefi ts, and target
incentive) and cash payment (or payments) for the pro-rated
value of the individual’s outstanding unvested equity, includ-
ing restricted shares, performance shares, stock options and
equity awards under NSN Equity Incentive Plan, payable pursu-
ant to the terms of the agreement. The Board of Directors
has the full discretion to terminate or amend the change of
control agreements at any time.
PENSION ARRANGEMENTS FOR THE MEMBERS OF THE NOKIA
GROUP LEADERSHIP TEAM
The members of the Nokia Group Leadership Team participate
in the local retirement programs applicable to employees in
the country where they reside. This applies also to Mr. Elop, the
former President and CEO, and Mr. Suri, the President and CEO
as from May , , who are not entitled to any extraordinary
pension arrangements. Executives in Finland, including Mr.
Elop and Mr. Suri participate in the Finnish TyEL pension sys-
tem, which provides for a retirement benefi t based on years of
service and earnings according to prescribed statutory rules.
Under the Finnish TyEL pension system, base pay, incentives
and other taxable fringe benefi ts are included in the defi ni-
tion of earnings, although gains realized from equity are not.
Retirement benefi ts are available from age  to , according
to an increasing scale. The Nokia Group Leadership Team mem-
bers in the United States participate in Nokia’s US Retirement
Savings and Investment Plan. Under this (k) plan, partici-
pants elect to make voluntary pre-tax contributions that are
% matched by Nokia up to % of eligible earnings. % of
the employer’s match vests for the participants during each
year of the fi rst four years of their employment. The Nokia
Group Leadership Team members in Germany participate in
the Nokia German Pension Plan that is % company funded.
Contributions are based on pensionable earnings, the pension
table and retirement age. For the Nokia Group Leadership
Team members in UK, the pension accrued in the UK Pension
Scheme is a Money Purchase benefi t. Contributions are paid
into the UK Pension Scheme by both the member and employ-
er. These contributions are held within the UK Pension Scheme
and are invested in funds selected by the member.
ACTUAL COMPENSATION FOR THE MEMBERS OF THE NOKIA
LEADERSHIP TEAM IN 2013
At December , , The Nokia Leadership Team consisted of
 members. Changes in the composition of the Nokia Leader-
ship Team during  and subsequently are explained above
in “Nokia Group Leadership Team”.
The following tables summarize the aggregate cash com-
pensation paid and the long-term equity-based incentives
granted to the members of the Nokia Leadership Team under
our equity plans in .
Gains realized upon exercise of stock options and share-
based incentive grants vested for the members of the Nokia
Leadership Team during  are included in “Stock option
exercises and settlement of shares”.
Aggregate cash compensation to the Nokia Leadership
Team for  , 
Number of Cash
members on Base incentive
December31, salaries payments
Year 2013 EUR EUR
2013 11 6 305 269 2855 579
 Includes base salary and short-term cash incentives paid or payable by
Nokia for fiscal year . The short-term cash incentives include annual
short-term cash incentives that are paid as a percentage of annual base
salary and/or variable spot compensation paid for specific achievements
during the year.
 Includes Marko Ahtisaari for the period until October , 
EUR   for annual base salary as a Nokia Leadership Team member
and zero short-term cash incentive payment.
Long-term equity-based incentives granted in  
Nokia Total
Leadership number of
Team 3, 4 Total participants
Performance shares
at threshold 2 1 537 500 6 696 241 3 580
Stock options 5 150 000 8 334 200 140
Restricted shares 1 970 000 12 347 931 3 600
 The equity-based incentive grants are generally forfeited if the employ-
ment relationship terminates with Nokia prior to vesting. The settlement
is conditional upon performance and/or service conditions, as deter-
mined in the relevant plan rules. For a description of our equity plans,
see Note  to our consolidated financial statements.
 For performance shares granted under Nokia Performance Share Plans,
at maximum performance, the settlement amounts to four times the
number at threshold.
 Includes Marko Ahtisaari for the period until October , .
 For the Nokia Leadership Team member whose employment terminated
during , the long-term equity-based Incentives were forfeited follow-
ing termination of employment in accordance with plan rules.