Nokia 2013 Annual Report Download - page 65

63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Performance shares outstanding as at December ,  
Number of Weighted
performance averagegrant
shares at datefairvalue
threshold EUR 2
Performance shares
at January1, 2011 5 720 123
Granted 5 410 211 3.66
Forfeited 1 538 377
Vested 3 2 009 423
Performance shares
at December31, 2011 7 582 534
Granted 5 785 875 1.33
Forfeited 2 718 208
Vested 4 2 076 116
Performance shares
at December31, 2012 8 574 085
Granted 6 696 241 2.96
Forfeited 1 512 710
Vested 5 2 767 412
Performance shares
at December31, 2013 10990204
 Includes also performance shares granted under other than global equity
plans. For further information see “Other equity plans for employees”
below.
 The fair value of performance shares is estimated based on the grant
date market price of the Nokia share less the present value of dividends
expected to be paid during the vesting period.
 Includes performance shares under Performance Share Plan  that
vested on December , . There was no settlement under this plan as
neither of the threshold performance criteria was met.
 Includes performance shares under Performance Share Plan  that
vested on December , . Includes shares receivable through the
one-time special CEO incentive program that vested on December ,
, there was no settlement under the one-time special CEO incentive
program as the performance criteria were not met.
 Includes performance shares under Performance Share Plan  that
vested on December , .
There was no settlement under the Performance Share Plan  and
there will be no settlement under the Performance Share Plan  as
neither of the threshold performance criteria linked to EPS and Average
Annual Net Sales Revenue of these plans were met.
Restricted shares
During , Nokia administered four global restricted share
plans, the Restricted Share Plan , ,  and ,
each of which, including its terms and conditions, has been
approved by the Board of Directors.
Restricted Shares are used on a selective basis to ensure re-
tention and recruitment of individuals with functional mastery
and other employees deemed critical to Nokia’s future success.
All of the Group’s restricted share plans have a restriction
period of three years after grant. Until the Nokia shares are
delivered, the participants will not have any shareholder rights,
such as voting or dividend rights, associated with the restrict-
ed shares. The restricted share grants are generally forfeited
if the employment relationship terminates with Nokia prior
to vesting. Unvested restricted shares for employees who
have transferred to Microsoft following the sale of Devices &
Services business have been forfeited.
Restricted shares outstanding as at December ,  
Weighted
Number of average
restricted grant date fair
shares value EUR 2
Restricted shares
at January1, 2011 12359896
Granted 8024880 3.15
Forfeited 2063518
Vested 1735167
Restricted shares
at December31, 2011 3 16586091
Granted 12999131 1.76
Forfeited 4580182
Vested 1324508
Restricted shares
at December31, 2012 4 23680532
Granted 12347931 3.05
Forfeited 3490913
Vested 2180700
Restricted shares
at December31, 2013 5 30356850
 Includes also restricted shares granted under other than global equity
plans.
 The fair value of restricted shares is estimated based on the grant date
market price of the Nokia share less the present value of dividends, if any,
expected to be paid during the vesting period.
 Includes   restricted shares granted in Q  under Restricted
Share Plan  that vested on January , .
 Includes    restricted shares granted in Q  under Restricted
Share Plan  that vested on January , .
 Includes    restricted shares granted in Q  under Restricted
Share Plan  that vested on January , .
Other equity plans for employees
During  – , Nokia had a one-time special CEO incen-
tive program designed to align Mr. Elop’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  – . Mr. Elop had the op-
portunity to earn   –   Nokia shares at the end of
 based on two independent criteria: Total Shareholder Re-
turn relative to a peer group of companies over the two-year
period and Nokia’s absolute share price at the end of . As
the minimum performance for neither of the two performance
criterion was reached, no share delivery took place.
NSN established a share-based incentive program in 
under which options for Nokia Solutions and Networks B.V.
shares are granted to selected NSN’s senior management and
key 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 an initial
public off ering. 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 ex-
ercise unless an IPO has taken place, at which point they would
be converted into equity-settled options. The options are
accounted for as a cash-settled share-based payment liability
based on the circumstances at December, . The fair
value of the liability is determined based on the estimated fair
value of shares less the exercise price of the options on the