Nokia Board of Directors approves the Nokia Equity Program 2010
(Thomson Reuters ONE) - NOKIA / Nokia Board of Directors approves the Nokia Equity Program 2010 processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement. Nokia CorporationStock Exchange ReleaseJanuary 28, 2010 at 13:25 (CET +1)Nokia Board of Directors approves the Nokia Equity Program 2010Espoo, Finland - Nokia announced today that Nokia's Board of Directors hasapproved the Nokia Equity Program 2010, which, following previous years'practice, has the below structure:- Performance Shares - offered as the main equity-based incentive toapproximately 4 500 employees;- Stock options - used in conjunction with performance shares on a limited basisfor senior managers; and- Restricted Shares - granted on a highly selective basis to high potential andcritical employees.The Equity Program 2010, like Nokia equity programs of previous years, willfocus on attracting, retaining and motivating critical talent. Similarly, itintends to align the potential value received by the participants directly withthe long-term performance of the Company, thus aligning the participants'interests also with Nokia shareholders' interests. Nokia's balanced approachand use of the performance-based plan as the main long-term incentive vehicleeffectively contribute to the long-term value sustainability of the Company andensure that compensation is based on performance.Under the Nokia Performance Share Plan 2010, Nokia shares will be deliveredprovided that the Company's performance reaches at least one of the requiredthreshold levels measured by two independent performance criteria. Theperformance criteria are as follows:+--------------------------------------------------------+------------+--------+|Performance Criteria |Threshold |Maximum |+--------------------------------------------------------+------------+--------+|Average annual net sales growth during the performance | | ||period | 0%| 13.5%|+--------------------------------------------------------+------------+--------+|Earnings per share (EPS) (diluted, non-IFRS) in 2012 |EUR 0.82 |EUR 1.44|+--------------------------------------------------------+------------+--------+The Performance Share Plan 2010 has a three-year performance period (2010-2012).The grant of Performance Shares in 2010 may result in an aggregate maximumpayout of 17 million Nokia shares, should the maximum level for both performancecriteria be met.As part of the Nokia Equity Program 2010, stock options will be granted underNokia Stock Option Plan 2007 approved by the Annual General Meeting 2007. Thetotal size of Nokia Stock Option Plan 2007 is 20 million stock options, whichcan be granted until December 31, 2010. The planned maximum number of stockoptions to be granted during 2010 is 8 million.The Resticted Share Plan 2010 has a three-year restriction period (2010 -2012). The grant of Restricted Shares in 2010 may result in an aggregatemaximum payout of 6 million Nokia shares.As of December 31, 2009, the total maximum dilution effect of Nokia's equityincentives currently outstanding, assuming that the performance shares aredelivered at maximum level, is approximately 1.6%. The potential maximum effectof the Nokia Equity Program 2010 will be approximately another 0.8%.Policy on the recoupment of equity gainsThe Board of Directors has approved a policy allowing for the recoupment ofequity gains realized by Group Executive Board members under Nokia equity plansin case of a financial restatement caused by an act of fraud or intentionalmisconduct. This policy will apply to equity grants made to Group ExecutiveBoard members after January 1, 2010.Settlements under various Nokia equity plansThere will be no settlement under the Performance Share Plan 2007 as neither ofthe threshold performance criteria of EPS and Average Annual Net Sales Growth ofthis plan were met.To fulfill the Company's obligations under two other, more limited equity-basedincentive plans, Nokia's Board of Directors has resolved to issue a total amountof 930 000 Nokia shares (NOK1V) held by the Company to settle its obligations toapproximately 400 participants, employees of the Nokia Group.FORWARD-LOOKING STATEMENTSIt should be noted that certain statements herein which are not historicalfacts, including, without limitation, those regarding: A) the timing of product,services and solution deliveries; B) our ability to develop, implement andcommercialize new products, services, solutions and technologies; C) our abilityto develop and grow our consumer Internet services business; D) expectationsregarding market developments and structural changes; E) expectations regardingour mobile device volumes, market share, prices and margins; F) expectations andtargets for our results of operations; G) the outcome of pending and threatenedlitigation; H) expectations regarding the successful completion of contemplatedacquisitions on a timely basis and our ability to achieve the set targets uponthe completion of such acquisitions; and I) statements preceded by "believe,""expect," "anticipate," "foresee," "target," "estimate," "designed," "plans,""will" or similar expressions are forward-looking statements. These statementsare based on management's best assumptions and beliefs in light of theinformation currently available to it. Because they involve risks anduncertainties, actual results may differ materially from the results that wecurrently expect. Factors that could cause these differences include, but arenot limited to: 1) the deteriorating global economic conditions and relatedfinancial crisis and their impact on us, our customers and end-users of ourproducts, services and solutions, our suppliers and collaborative partners; 2)the development of the mobile and fixed communications industry, as well as thegrowth and profitability of the new market segments that we target and ourability to successfully develop or acquire and market products, services andsolutions in those segments; 3) the intensity of competition in the mobile andfixed communications industry and our ability to maintain or improve our marketposition or respond successfully to changes in the competitive landscape; 4)competitiveness of our product, services and solutions portfolio; 5) our abilityto successfully manage costs; 6) exchange rate fluctuations, including, inparticular, fluctuations between the euro, which is our reporting currency, andthe US dollar, the Japanese yen, the Chinese yuan and the UK pound sterling, aswell as certain other currencies; 7) the success, financial condition andperformance of our suppliers, collaboration partners and customers; 8) ourability to source sufficient amounts of fully functional components,sub-assemblies, software and content without interruption and at acceptableprices; 9) the impact of changes in technology and our ability to develop orotherwise acquire and timely and successfully commercialize complex technologiesas required by the market; 10) the occurrence of any actual or even allegeddefects or other quality, safety or security issues in our products, servicesand solutions; 11) the impact of changes in government policies, trade policies,laws or regulations or political turmoil in countries where we do business; 12)our success in collaboration arrangements with others relating to development oftechnologies or new products, services and solutions; 13) our ability to manageefficiently our manufacturing and logistics, as well as to ensure the quality,safety, security and timely delivery of our products, services and solutions;14) inventory management risks resulting from shifts in market demand; 15) ourability to protect the complex technologies, which we or others develop or thatwe license, from claims that we have infringed third parties' intellectualproperty rights, as well as our unrestricted use on commercially acceptableterms of certain technologies in our products, services and solutions; 16) ourability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,standardized or proprietary technologies from third-party infringement oractions to invalidate the intellectual property rights of these technologies;17) any disruption to information technology systems and networks that ouroperations rely on; 18) developments under large, multi-year contracts or inrelation to major customers; 19) the management of our customer financingexposure; 20) our ability to retain, motivate, develop and recruit appropriatelyskilled employees; 21) whether, as a result of investigations into allegedviolations of law by some former employees of Siemens AG ("Siemens"), governmentauthorities or others take further actions against Siemens and/or its employeesthat may involve and affect the carrier-related assets and employees transferredby Siemens to Nokia Siemens Networks, or there may be undetected additionalviolations that may have occurred prior to the transfer, or violations that mayhave occurred after the transfer, of such assets and employees that could resultin additional actions by government authorities; 22) any impairment of NokiaSiemens Networks customer relationships resulting from the ongoing governmentinvestigations involving the Siemens carrier-related operations transferred toNokia Siemens Networks; 23) unfavorable outcome of litigations; 24) allegationsof possible health risks from electromagnetic fields generated by base stationsand mobile devices and lawsuits related to them, regardless of merit; as well asthe risk factors specified on pages 11-28 of Nokia's annual report on Form 20-Ffor the year ended December 31, 2008 under Item 3D. "Risk Factors." Otherunknown or unpredictable factors or underlying assumptions subsequently provingto be incorrect could cause actual results to differ materially from those inthe forward-looking statements. Nokia does not undertake any obligation topublicly update or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required.Media and Investor Contacts:NokiaCorporate CommunicationsTel. +358 7180 34900Email: press.services(at)nokia.comInvestor Relations EuropeTel. +358 7180 34927Investor Relations USTel. +1 914 368 0555www.nokia.com
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Datum: 28.01.2010 - 12:26 Uhr
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