Restricted Stock Grant Agreement – NIKE, Inc.

NIKE, INC.

RESTRICTED STOCK AGREEMENT

Pursuant to paragraph 7 of the 1990 Stock Incentive Plan (the “Plan”) of
NIKE, Inc., an Oregon corporation (the “Company”), and effective as of
___________ (the “Grant Date”), the Company hereby grants restricted stock to
______________________________ (the “Recipient”), subject to the terms and
conditions of this agreement between the Company and the Recipient (this
“Agreement”). By accepting this restricted stock grant, the Recipient agrees to
all of the terms and conditions of this Agreement. Capitalized terms not defined
in this Agreement shall have the meanings ascribed to them in the Plan.

1. Grant of Restricted Stock. Subject to the terms and conditions of
this Agreement, the Company hereby grants to the Recipient ____________________
shares of Class B Common Stock of the Company (the “Restricted Shares”). The
Restricted Shares are subject to forfeiture to the Company as set forth in
Section 3 below.

2. Vesting.

2.1 Generally. All of the Restricted Shares shall initially be
unvested, and shall vest with respect to one-third of the total Restricted
Shares on each of the first three anniversaries of the Grant Date (provided that
the Recipient is employed by or in the service of the Company on the applicable
vesting date). For purposes of this Agreement, the Recipient is considered to be
employed by or in the service of the Company if the Recipient is employed by or
in the service of the Company or any parent or subsidiary corporation of the
Company (an “Employer”).

2.2 Acceleration Upon Death or Disability. If the Recipient ceases to
be employed by or in the service of the Company as a result of death or physical
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended), all of the Restricted Shares shall immediately vest.

2.3 Double Trigger Acceleration on Change in Control. All of the
Restricted Shares shall immediately vest if a Change in Control (as defined
below) occurs and at any time after the earlier of Shareholder Approval (as
defined below), if any, or the Change in Control and on or before the second
anniversary of the Change in Control, (i) the Recipient153s employment or service
is terminated by the Company (or its successor) without Cause (as defined
below), or (ii) the Recipient153s employment or service is terminated by the
Recipient for Good Reason (as defined below).

2.3.1 For purposes of this Agreement, a “Change in Control”
of the Company shall mean the occurrence of any of the following events:

(a) At any time during a period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors of the Company
(“Incumbent Directors”) shall cease for any reason to constitute at least a
majority thereof; provided, however, that the term “Incumbent Director” shall
also include each new director elected during such two-year period whose
nomination or election was approved by two-thirds of the Incumbent Directors
then in office;

(b) At any time that the holders of the Class A Common Stock of the Company
have the right to elect (voting as a separate class) a majority of the members
of the Board of Directors of the Company, any “person” or “group” (within the
meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) shall, as a result
of a tender or exchange offer, open market purchases or privately negotiated
purchases from anyone other than the Company, have become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of more than fifty percent (50%) of the then outstanding Class A
Common Stock of the Company;

(c) At any time after such time as the holders of the Class A Common Stock of
the Company cease to have the right to elect (voting as a separate class) a
majority of the members of the Board of Directors of the Company, any “person”
or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
Act) shall, as a result of a tender or exchange offer, open market purchases or
privately negotiated purchases from anyone other than the Company, have become
the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company ordinarily having the right
to vote for the election of directors (“Voting Securities”) representing thirty
percent (30%) or more of the combined voting power of the then outstanding
Voting Securities;

(d) A consolidation, merger or plan of exchange involving the Company
(“Merger”) as a result of which the holders of outstanding Voting Securities
immediately prior to the Merger do not continue to hold at least 50% of the
combined voting power of the outstanding Voting Securities of the surviving
corporation or a parent corporation of the surviving corporation immediately
after the Merger, disregarding any Voting Securities issued to or retained by
such holders in respect of securities of any other party to the Merger; or

(e) A sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company.

2.3.2 For purposes of this Agreement, “Shareholder
Approval” shall mean approval by the shareholders of the Company of a
transaction, the consummation of which would be a Change in Control.

2.3.3 For purposes of this Agreement, “Cause” shall mean (a)
the willful and continued failure to perform substantially the Recipient153s
reasonably assigned duties with the Company or the Employer (other than any such
failure resulting from incapacity due to physical or mental illness) after a
demand for substantial performance is delivered to the Recipient by the Company
or the Employer which specifically identifies the manner in which the Company or
the Employer believes that the Recipient has not substantially performed the
Recipient153s duties, or (b) the willful engagement in illegal conduct which is
materially and demonstrably injurious to the Company or the Employer. No act, or
failure to act, shall be considered “willful” if the Recipient reasonably
believed that the action or omission was in, or not opposed to, the best
interests of the Company or the Employer.

2.3.4 For purposes of this Agreement, “Good Reason” shall
mean:

(a) the assignment of a different title, job or responsibilities that results
in a decrease in the level of responsibility of the Recipient after Shareholder
Approval, if applicable, or the Change in Control when compared to the
Recipient153s level of responsibility for the Company153s or the Employer153s
operations prior to Shareholder Approval, if applicable, or the Change in
Control; provided that Good Reason shall not exist if the Recipient continues to
have the same or a greater general level of responsibility for Company
operations after the Change in Control as the Recipient had prior to the Change
in Control even if the Company operations are a subsidiary or division of the
surviving company,

(b) a reduction in the Recipient153s base pay as in effect immediately prior to
Shareholder Approval, if applicable, or the Change in Control,

(c) a material reduction in total benefits available to the Recipient under
cash incentive, stock incentive and other employee benefit plans after
Shareholder Approval, if applicable, or the Change in Control compared to the
total package of such benefits as in effect prior to Shareholder Approval, if
applicable, or the Change in Control, or

(d) the Recipient is required to be based more than 50 miles from where the
Recipient153s office is located immediately prior to Shareholder Approval, if
applicable, or the Change in Control except for required travel on company
business to an extent substantially consistent with the business travel
obligations which the Recipient undertook on behalf of the Company prior to
Shareholder Approval, if applicable, or the Change in Control.

3. Forfeiture Restriction. If the Recipient ceases to be employed by
or in the service of the Company for any reason or for no reason, with or
without cause, any Restricted Shares that did not vest pursuant to Section 2
above at or prior to the time of such termination of employment or service shall
be forfeited to the Company; provided, however, that if the Recipient153s
employment is terminated by the Company without Cause or by the Recipient for
Good Reason after Shareholder Approval but before a Change in Control, any
Restricted Shares that are forfeited under this sentence shall be restored to
the Recipient and vested if a Change in Control subsequently occurs within one
year. Nothing contained in this Agreement shall confer upon Recipient any right
to be employed by the Company or any Employer or to continue to provide services
to the Company or any Employer or to interfere in any way with the right of the
Company or any Employer to terminate Recipient153s services at any time for any
reason, with or without cause.

4. Restriction on Transfer. The Recipient shall not sell, assign,
pledge, or in any manner transfer unvested Restricted Shares, or any right or
interest in unvested Restricted Shares, whether voluntarily or by operation of
law, except by will or by the laws of descent and distribution of the state or
country of the Recipient153s domicile at the time of death. Any sale or transfer,
or purported sale or transfer, of unvested Restricted Shares, or any right or
interest in unvested Restricted Shares, in violation of this Section 4 shall be
null and void.

5. Tax Withholding. Recipient acknowledges that, on the date (the
“Vesting Date”) any portion of the Restricted Shares vests, the Value (as
defined below) on that date of such vested Restricted Shares will be treated as
ordinary compensation income for federal and state income and FICA tax purposes,
and that the Company will be required to withhold taxes on this income amount.
To satisfy the required withholding amount, Recipient shall surrender to the
Company the number of vested Restricted Shares having a Value equal to the
required withholding amount, and the Company shall have the right to cancel such
number of vested Restricted Shares without any further action by Recipient
before delivering the balance of the vested Restricted Shares to Recipient in
accordance with Section 7. For purposes of this Section 5, the “Value” of a
Restricted Share shall be equal to the closing market price for Class B Common
Stock on the last trading day preceding the Vesting Date. Notwithstanding the
foregoing, Recipient may elect with respect to any Vesting Date to pay
withholding taxes in cash instead of having vested Restricted Shares withheld to
cover taxes by giving notice to the Company in writing at least 15 days prior to
the Vesting Date, in which case no vested Restricted Shares shall be delivered
to Recipient until Recipient shall have paid to the Company in cash any required
tax withholding. Recipient agrees not to file with respect to any
Restricted Shares any election under Section 83(b) of the Internal Revenue Code
of 1986, as amended (the “Code”).

6. Rights as Shareholder; Dividends. Upon the execution and delivery
of this Agreement, the award of the Restricted Shares shall be completed and,
except as limited by this Agreement, the Recipient shall be the owner of the
Restricted Shares with all rights of a shareholder, including the right to vote
the Restricted Shares and to receive ordinary dividends payable with respect to
the Restricted Shares from the date of this Agreement. Until the Restricted
Shares become vested, they will not be treated as issued shares for federal
income tax purposes and dividends paid to the Recipient with respect to the
Restricted Shares will be treated for federal income tax purposes as additional
compensation subject to applicable withholding.

7. Stock Certificate. To secure the rights of the Company under
Sections 3 and 5, the Company will retain the certificate or certificates
representing the Restricted Shares. Upon any forfeiture of the Restricted Shares
covered by this Agreement, the Company shall have the right to cancel the
Restricted Shares in accordance with this Agreement without any further action
by the Recipient. After Restricted Shares have vested and all required
withholding has been paid to the Company in connection with such vesting, the
Company shall deliver a certificate for the remaining vested Restricted Shares
to the Recipient.

8. Changes in Capital Structure. If, prior to vesting of Restricted
Shares, the outstanding Class B Common Stock is increased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation as a result of a stock dividend, stock split,
reorganization, merger, consolidation, plan of exchange, recapitalization or
reclassification, the restrictions and other provisions of this Agreement shall
apply to any such additional shares of Class B Common Stock or other shares or
securities which are issued in respect of the Restricted Shares to the same
extent as such restrictions and other provisions apply to the Restricted Shares.

9. Restrictive Legends. Stock certificates for shares issued under
this Agreement may bear the following legends:

The shares represented by this certificate are subject to a Restricted Stock
Agreement between the registered owner and NIKE, Inc. which restricts the
transferability of the shares. A copy of the agreement is on file with the
Secretary of NIKE, Inc.

10. Clawback Policy. The Recipient acknowledges and agrees that all
shares acquired by Recipient under this Agreement shall be subject to the NIKE,
Inc. Policy for Recoupment of Incentive Compensation as approved by the
Company153s Board of Directors and the Compensation Committee of the Company153s
Board of Directors and in effect on the date of this Agreement.

11. Miscellaneous.

11.1 Entire Agreement; Amendment. This Agreement constitutes the
entire agreement of the parties with regard to the subjects hereof and may be
amended only by written agreement between the Company and the Recipient.

11.2 Notices. Any notice required or permitted under this Agreement
shall be in writing and shall be deemed sufficient when delivered personally to
the party to whom it is addressed or when deposited into the United States Mail
as registered or certified mail, return receipt requested, postage prepaid,
addressed to the Company, Attention: Corporate Secretary, at its principal
executive offices or to the Recipient at the address of Recipient in the
Company153s records, or at such other address as such party may designate by ten
(10) days153 advance written notice to the other party.

11.3 Rights and Benefits. The rights and benefits of this Agreement
shall inure to the benefit of and be enforceable by the Company153s successors and
assigns and, subject to the restrictions on transfer of this Agreement, be
binding upon the Recipient153s heirs, executors, administrators, successors and
assigns.

11.4 Further Action. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.

11.5 Applicable Law; Attorneys153 Fees. The terms and conditions of this
Agreement shall be governed by the laws of the State of Oregon. For purposes of
litigating any dispute that arises under this Agreement, the parties hereby
submit to and consent to the jurisdiction of, and agree that such litigation
shall be conducted in, the courts of Washington County, Oregon or the United
States District Court for the District of Oregon, where this Agreement is made
and/or to be performed. In the event either party institutes litigation
hereunder, the prevailing party shall be entitled to reasonable attorneys153 fees
to be set by the trial court and, upon any appeal, the appellate court.

NIKE, Inc.

---

Mark G. Parker

Chief Executive Officer