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Nokia Board of Directors approves Nokia Equity Program 2009 in line with the previous years’ practice


Issuance of shares under Performance Share Plan 2006

Nokia Corporation

Espoo, Finland - Nokia announced today that Nokia Board of Directors has approved Nokia Equity Program 2009, which, following previous years’ practice, has the below structure:

- Performance Shares - offered as the main equity-based incentive to approximately 6 500 employees;
- Stock options - used on a limited basis for senior managers;
- Restricted Shares - only a small number granted to high potential and critical employees.

The Equity Program 2009 will focus on rewarding achievement and retaining critical talent, like Nokia equity programs of previous years. Similarly it intends to align the potential value received by the participants directly with the long-term performance of the company, thus aligning the participants’ interests also with the shareholders’ interests.

Under Nokia Performance Share Plan 2009, Nokia shares will be delivered provided that the Company’s performance reaches at least one of the required threshold levels measured by two independent performance criteria. The performance criteria are as follows:

Performance Criteria -- Threshold -- Maximum
Average annual net sales growth during the performance period -- -5% -- 10%
Earnings per share (EPS) (diluted, non-IFRS) in 2011 -- EUR 1.01 -- EUR 1.53

The Performance Share Plan 2009 has a three year performance period 2009-2011.

The grant of Performance Shares in 2009 may result in an aggregate maximum payout of 18 million Nokia shares, should the maximum level for both performance criteria be met.

As part of Nokia Equity Program 2009, stock options will be granted under Nokia Stock Option Plan 2007 approved by the Annual General Meeting 2007. The total size of Nokia Stock Option Plan 2007 is 20 million stock options, which can be granted during 2007 - 2010. The grant in 2009 is planned to be maximum 7 million stock options.

Restricted Shares under Nokia Equity Program 2009 will have a three-year restriction period and the shares will be delivered mainly in 2012. The grant of Restricted Shares in 2009 may result in an aggregate maximum payout of 5 million Nokia shares.

As of December 31, 2008, the total maximum dilution effect of Nokia’s equity incentives currently outstanding, assuming that the performance shares are delivered at maximum level, is approximately 2.0 per cent. The potential maximum effect of the Nokia Equity Program 2009 will be approximately another 0.6 per cent.

Issuance of shares held by the Company

Nokia Board of Directors has resolved to issue 5 200 000 Nokia shares (NOK1V) held by the Company to be used as settlement of its obligations for grants made to over 11 000 plan participants, employees of Nokia, under the Performance Share Plan 2006.


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