Nokia 2013 Annual Report Download - page 134

NOKIA IN 2013
132
Planned maximum number of
shares available for grants
Plan type under the Equity Program 2014
Restricted shares 2 million
Performance shares at maximum 1 29.7 million
Employee share purchase plan 2 0.42 million
 The number of Nokia shares to be delivered at minimum is a quarter of
maximum performance, i.e., a total of . million Nokia shares.
 The calculation for the Employee Share Purchase Plan is based on the
closing share price EUR . on February , , the day prior to board
approval.
As at December , , the total dilutive eff ect of all
Nokia’s stock options, performance shares and restricted
shares outstanding, assuming full dilution, was approximately
.% in the aggregate. The potential maximum eff ect of the
Equity Program  would be approximately another .%.
Due to the Sale of D&S Business to Microsoft shares will be
forfeited when employees transfer to Microsoft. The impact
to dilution is .%, and, consequently, overall expected maxi-
mum dilution of outstanding equity programs is .%.
NSN EQUITY INCENTIVE PLAN
Networks established a share-based incentive plan in 
under which options over Networks shares were granted to
selected employees (“NSN Equity Incentive Plan”). 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 an initial public off ering (“Corporate
Transaction”).
The exercise price of the options is based on a Networks
share value on grant as determined for the purposes of the
NSN Equity Incentive Plan. The options will be cash-settled
at exercise, unless an initial public off ering has taken place,
at which point they would be converted into equity-settled
options. If the options are cash-settled, the holder will be en-
titled to half of the share appreciation based on the exercise
price and the estimated value of shares on the exercise date,
unless there has been a change of control, as specifi ed in the
plan terms, in which case the holder will be entitled to all of the
share appreciation. If a Corporate Transaction has not taken
place by the sixth anniversary of the grant date, the options
will be cashed out. If an initial public off ering has taken place,
equity-settled options remain exercisable until the tenth an-
niversary of the grant date. The gains that may be made under
the NSN Equity Plan are also subject to a cap.
As a consequence of (i) Networks having become a wholly
owned subsidiary of Nokia, and (ii) Nokia being in the process
of the Sale of the D&S business, the Board of Directors ap-
proved on February ,  a modifi cation to the NSN Equity
Incentive Plan to allow % of the options to vest on the third
anniversary of the grant date, with the remainder of the op-
tions continuing to become exercisable on the fourth anniver-
sary of the grant date, or earlier, in the event of a Corporate
Transaction.
SHARE OWNERSHIP
General
The following section describes the ownership or potential
ownership interest in the company of the members of our
Board of Directors and the Nokia Leadership Team as at
December , , either through share ownership or, with
respect to the Nokia Leadership Team, through holding of
equity-based incentives, which may lead to share ownership in
the future.
With respect to the Board of Directors, approximately %
of director compensation is paid in the form of Nokia shares
that are purchased from the market or alternatively by us-
ing own shares held by the company. It is also Nokia’s current
policy that the Board members retain all Nokia shares received
as director compensation until the end of their board mem-
bership (except for those shares needed to off set any costs
relating to the acquisition of the shares, including taxes). In
addition, it is Nokia’s policy that non-executive members of
the Board do not participate in any of Nokia’s equity programs
and do not receive stock options, performance shares, re-
stricted shares or any other equity based or otherwise vari-
able compensation for their duties as Board members.
For a description of the compensation for our Board of
Directors, please see “Compensation of the Board of Directors
in ”.
The Nokia Group Leadership Team members have received
equity-based compensation in the form of performance
shares, restricted shares, stock options and equity awards
under the Networks Equity Incentive Plan. For a description of
our equity-based compensation programs for employees and
executives, see “Equity-based incentive programs”.
Share ownership of the Board of Directors
At December , , the members of our Board of Direc-
tors held the aggregate of    shares and ADSs in Nokia,
which represented .% of our outstanding shares and total
voting rights excluding shares held by Nokia Group at that date.
Each member of the Board of Directors owns less than % of
Nokia shares.
The following table sets forth the number of shares and
ADSs held by the members of the Board of Directors as at
December , .
Name 1 Shares 2 ADSs 2
Risto Siilasmaa 809 809 — 
Bruce Brown — 53 528
Elizabeth Doherty 11 499 —
Henning Kagermann 200 708 —
Jouko Karvinen 48 653 —
Helge Lund 57 274 —
Mårten Mickos 99 028 —
Elisabeth Nelson — 68 053
Kari Stadigh 110 678 —
 Isabel Marey-Semper did not stand for re-election in the Annual General
Meeting held on May , , and she held   shares at that time. Mar-
jorie Scardino did not stand for re-election in the Annual General Meeting
held on May ,  and she held   shares at that time. Stephen Elop
stepped down from the board as of September , , and held  
shares at that time.
 The number of shares or ADSs includes not only shares or ADSs received
as director compensation, but also shares or ADSs acquired by any other
means. Stock options or other equity awards that are deemed as being
beneficially owned under the applicable SEC rules are not included. For
the number of shares or ADSs received as director compensation, see
Note  to our consolidated financial statements.