Ad hoc:NOKIA:Ad hoc: Nokia Board of Directors a...

NOKIA /  / Ad hoc: 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 Corporation
Stock Exchange Release
January 28, 2010 at 13:25 (CET +1)

Nokia Board of Directors approves the Nokia Equity Program 2010

Espoo, Finland - Nokia announced today that Nokia's Board of Directors has
approved the Nokia Equity Program 2010, which, following previous years'
practice, has the below structure:

- Performance Shares - offered as the main equity-based incentive to
approximately 4 500 employees;
- Stock options - used in conjunction with performance shares on a limited basis
for senior managers; and
- Restricted Shares - granted on a highly selective basis to high potential and
critical employees.

The Equity Program 2010, like Nokia equity programs of previous years, will
focus on attracting, retaining and motivating critical talent.  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 Nokia shareholders' interests.  Nokia's balanced approach
and use of the performance-based plan as the main long-term incentive vehicle
effectively contribute to the long-term value sustainability of the Company and
ensure that compensation is based on performance.

Under the Nokia Performance Share Plan 2010, 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                                                   |         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 maximum
payout of 17 million Nokia shares, should the maximum level for both performance
criteria be met.

As part of the Nokia Equity Program 2010, 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 until December 31, 2010.   The planned maximum number of stock
options 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 aggregate
maximum payout of 6 million Nokia shares.

As of December 31, 2009, the total maximum dilution effect of Nokia's equity
incentives currently outstanding, assuming that the performance shares are
delivered at maximum level, is approximately 1.6%. The potential maximum effect
of the Nokia Equity Program 2010 will be approximately another 0.8%.

Policy on the recoupment of equity gains

The Board of Directors has approved a policy allowing for the recoupment of
equity gains realized by Group Executive Board members under Nokia equity plans
in case of a financial restatement caused by an act of fraud or intentional
misconduct.  This policy will apply to equity grants made to Group Executive
Board members after January 1, 2010.

Settlements under various Nokia equity plans

There will be no settlement under the Performance Share Plan 2007 as neither of
the threshold performance criteria of EPS and Average Annual Net Sales Growth of
this plan were met.

To fulfill the Company's obligations under two other, more limited equity-based
incentive plans, Nokia's Board of Directors has resolved to issue a total amount
of 930 000 Nokia shares (NOK1V) held by the Company to settle its obligations to
approximately 400 participants, employees of the Nokia Group.

FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not historical
facts, including, without limitation, those regarding: A) the timing of product,
services and solution deliveries; B) our ability to develop, implement and
commercialize new products, services, solutions and technologies; C) our ability
to develop and grow our consumer Internet services business; D) expectations
regarding market developments and structural changes; E) expectations regarding
our mobile device volumes, market share, prices and margins; F) expectations and
targets for our results of operations; G) the outcome of pending and threatened
litigation; H) expectations regarding the successful completion of contemplated
acquisitions on a timely basis and our ability to achieve the set targets upon
the 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 statements
are based on management's best assumptions and beliefs in light of the
information currently available to it. Because they involve risks and
uncertainties, actual results may differ materially from the results that we
currently expect.Factors that could cause these differences include, but are not
limited to: 1) the deteriorating global economic conditions and related
financial crisis and their impact on us, our customers and end-users of our
products, services and solutions, our suppliers and collaborative partners; 2)
the development of the mobile and fixed communications industry, as well as the
growth and profitability of the new market segments that we target and our
ability to successfully develop or acquire and market products, services and
solutions in those segments; 3) the intensity of competition in the mobile and
fixed communications industry and our ability to maintain or improve our market
position or respond successfully to changes in the competitive landscape; 4)
competitiveness of our product, services and solutions portfolio; 5) our ability
to successfully manage costs; 6) exchange rate fluctuations, including, in
particular, fluctuations between the euro, which is our reporting currency, and
the US dollar, the Japanese yen, the Chinese yuan and the UK pound sterling, as
well as certain other currencies; 7) the success, financial condition and
performance of our suppliers, collaboration partners and customers; 8) our
ability to source sufficient amounts of fully functional components,
sub-assemblies, software and content without interruption and at acceptable
prices; 9) the impact of changes in technology and our ability to develop or
otherwise acquire and timely and successfully commercialize complex technologies
as required by the market; 10) the occurrence of any actual or even alleged
defects or other quality, safety or security issues in our products, services
and 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 of
technologies or new products, services and solutions; 13) our ability to manage
efficiently 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) our
ability to protect the complex technologies, which we or others develop or that
we license, from claims that we have infringed third parties' intellectual
property rights, as well as our unrestricted use on commercially acceptable
terms of certain technologies in our products, services and solutions; 16) our
ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,
standardized or proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of these technologies;
17) any disruption to information technology systems and networks that our
operations rely on; 18) developments under large, multi-year contracts or in
relation to major customers; 19) the management of our customer financing
exposure; 20) our ability to retain, motivate, develop and recruit appropriately
skilled employees; 21) whether, as a result of investigations into alleged
violations of law by some former employees of Siemens AG ("Siemens"), government
authorities or others take further actions against Siemens and/or its employees
that may involve and affect the carrier-related assets and employees transferred
by Siemens to Nokia Siemens Networks, or there may be undetected additional
violations that may have occurred prior to the transfer, or violations that may
have occurred after the transfer, of such assets and employees that could result
in additional actions by government authorities; 22) any impairment of Nokia
Siemens Networks customer relationships resulting from the ongoing government
investigations involving the Siemens carrier-related operations transferred to
Nokia Siemens Networks; 23) unfavorable outcome of litigations; 24) allegations
of possible health risks from electromagnetic fields generated by base stations
and mobile devices and lawsuits related to them, regardless of merit; as well as
the risk factors specified on pages 11-28 of Nokia's annual report on Form 20-F
for the year ended December 31, 2008 under Item 3D. "Risk Factors." Other
unknown or unpredictable factors or underlying assumptions subsequently proving
to be incorrect could cause actual results to differ materially from those in
the forward-looking statements. Nokia does not undertake any obligation to
publicly update or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.

Media and Investor Contacts:

Nokia
Corporate Communications
Tel. [phone]
Email:[e-mail] <mailto:[e-mail]>

Investor Relations Europe
Tel. [phone]

Investor Relations US
Tel. [phone]

www.nokia.com <

http://www.nokia.com/>



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NOKIA
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