Nokia 2013 Annual Report Download - page 133

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COMPENSATION OF THE BOARD OF DIRECTORS AND THE NOKIA GROUP LEADERSHIP TEAM
Performance criterion for the Nokia Group employees (excluding HERE employees):
Threshold Maximum
Performance criterion Weighting performance performance Potential range of settlement*
Nokia average annual non-IFRS net sales
during Jan. 1, 2014 – Dec. 31, 2015 50% EUR 11.135 billion EUR 15.065 billion Threshold number up to maximum
level (4 x threshold number)
Nokia average annual non-IFRS EPS
during Jan. 1, 2014 – Dec. 31, 2015 50% EUR 0.11 EUR 0.38 Threshold number up to maximum
level (4 x threshold number)
Performance criterion for the HERE employees:
Threshold Maximum
Performance criterion Weighting performance performance Potential range of settlement*
Nokia average annual non-IFRS EPS
during Jan. 1, 2014 – Dec. 31, 2015 25% EUR 0.11 EUR 0.38 Threshold number up to maximum
level (4 x threshold number)
HERE non-IFRS average annual
operating profi t
during Jan. 1, 2014 – Dec. 31, 2015 25% EUR 0 million EUR 130 million Threshold number up to maximum
level (4 x threshold number)
HERE average annual non-IFRS
net sales
during Jan. 1, 2014 – Dec. 31, 2015 50% EUR 950 million EUR 1.150 billion Threshold number up to maximum
level (4 x threshold number)
* The minimum payout of % of the grant amount will be payable only
in the event that the calculated payout (based on Nokia’s performance
against the performance criteria) is beneath % achievement against the
performance criteria.
We believe the performance criteria set above are challeng-
ing, yet realistic and within reach. The awards at the threshold
are signifi cantly reduced from grant level and achievement of
maximum award would serve as an indication that Nokia’s per-
formance signifi cantly exceeded current market expectations
of our long-term execution.
Achievement of the maximum performance for all criteria
would result in the vesting of a maximum of . million Nokia
shares. Performance exceeding the maximum criteria does
not increase the number of performance shares that will vest.
Achievement of the threshold performance for all criteria will
result in the vesting of approximately . million shares and will
be the minimum payout under the plan. Minimum payout un-
der the plan, even if threshold performance is not achieved, is
. million shares due to the % minimum payout. The vesting
will occur after . Until Nokia shares are delivered, the par-
ticipants will not have any shareholder rights, such as voting or
dividend rights associated with these performance shares.
RESTRICTED SHARES
Restricted shares under the Nokia Restricted Share Plan 
approved by the Board of Directors are used as described
above on a selective basis to ensure extraordinary retention
and recruitment of individuals with functional mastery and
other employees deemed critical to Nokia’s future success
and will only be used in limited and exceptional circumstances.
This is a change to the earlier practice when restricted shares
were included as part of the annual compensation reviews. The
restricted shares under the Nokia Restricted Share Plan 
have a three-year restriction period. The restricted shares will
vest and the resulting Nokia shares will be delivered in ,
and early , dependent on the fulfi llment of the criteria of
continued employment during the restriction period. Until the
shares are delivered, the participants will not have any share-
holder rights, such as voting or dividend rights associated with
these restricted shares.
EMPLOYEE SHARE PURCHASE PLAN
Under the Employee Share Purchase Plan, eligible Nokia
employees can elect to make monthly contributions from
their salary to purchase Nokia shares. The contribution per
employee cannot exceed EUR   per year. The share pur-
chases will be made at market value on pre-determined dates
on a monthly basis during a -month savings period. Nokia
will off er one matching share for every two purchased shares
the employee still holds after the last monthly purchase has
been made following the end of the -month savings period.
Participation in the plan is voluntary to the employees.
MAXIMUM PLANNED GRANTS UNDER THE NOKIA EQUITY-
BASED INCENTIVE PROGRAM 2014 IN YEAR 2014
The approximate maximum numbers of planned grants under
the Nokia Equity Program  (i.e., performance shares,
restricted shares as well as matching share awards under the
Employee Share Purchase Plan) in  are set forth in the
table below.