Stock Incentive Plan – Nike Inc.

NIKE, INC. 1990 STOCK INCENTIVE PLAN

1. Purpose. The purpose of this Stock Incentive Plan (the “Plan”) is
to enable NIKE, Inc. (the “Company”) to attract and retain as directors,
officers, employees, consultants, advisors and independent contractors people of
initiative and ability and to provide additional incentives to such persons.

2. Shares Subject to the Plan. Subject to adjustment as provided below
and in paragraph 10, the shares to be offered under the Plan shall consist of
Class B Common Stock of the Company (“Shares”), and the total number of Shares
that may be issued under the Plan shall not exceed one hundred sixty-three
million (163,000,000) Shares (the “Plan Limit”). Any Shares subject to an option
or stock appreciation right granted under the Plan shall be counted against the
Plan Limit as one Share for every one Share subject to such option or stock
appreciation right, except that a stock appreciation right payable solely in
cash shall not be counted against the Plan Limit. If an option or stock
appreciation right granted under the Plan expires, terminates or is canceled,
the unissued Shares subject to such option or stock appreciation right shall
again be available under the Plan. Any Shares issued pursuant to a Stock Award
(as defined in paragraph 7 below) or a Performance-Based Award (as defined in
paragraph 8 below) shall be counted against the Plan Limit as one Share for
every one Share so issued; provided, however, that if the aggregate number of
Shares issued pursuant to Stock Awards and Performance-Based Awards granted
after July 16, 2010 exceeds the Full Value Limit (as defined below), any excess
Shares issued under those awards shall be counted against the Plan Limit as two
and eight-tenths (2.8) Shares for every one Share so issued. For all purposes of
this paragraph 2, the number of shares “issued” pursuant to a Stock Award or a
Performance-Based Award shall be net of any shares withheld to satisfy tax
withholding obligations with respect to the award. Except as provided in the
next sentence, if any Shares issued pursuant to a Stock Award or a
Performance-Based Award are forfeited to the Company, the number of Shares
forfeited shall again be available under the Plan. If any Shares issued pursuant
to a Stock Award or a Performance-Based Award are counted against the Plan Limit
as two and eight-tenths (2.8) Shares as provided above, and any Shares issued
pursuant to a Stock Award or a Performance-Based Award are subsequently
forfeited to the Company, the number of Shares that again become available under
the Plan shall be equal to the number of Shares forfeited (up to the aggregate
number of Shares previously counted against the Plan Limit as two and
eight-tenths (2.8) Shares) multiplied by two and eight-tenths (2.8). The “Full
Value Limit” shall equal three million (3,000,000) Shares plus the number of
Shares issued pursuant to Stock Awards granted on or before July 16, 2010 that
are forfeited to the Company or withheld to satisfy tax withholding obligations
after July 16, 2010.

3. Duration of Plan. The Plan shall continue in effect until all
Shares available for issuance under the Plan have been issued and all
restrictions on such Shares have lapsed; provided, however, that no awards shall
be made under the Plan on or after the 10th anniversary of the last action by
the shareholders approving or re-approving the Plan. The Board of Directors may
suspend or terminate the Plan at any time except with respect to awards and
Shares subject to restrictions then outstanding under the Plan. Termination
shall not affect any outstanding awards or the forfeitability of Shares issued
under the Plan.

4. Administration. The Plan shall be administered by a committee
appointed by the Board of Directors of the Company consisting of not less than
two directors (the “Committee”), which shall determine and designate from time
to time the individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards, except that only the Board of
Directors may amend or terminate the Plan as provided in paragraphs 3 and 14.
Subject to the provisions of the Plan, the Committee may from time to time adopt
and amend rules and regulations relating to administration of the Plan, advance
the lapse of any waiting period, accelerate any exercise date, waive or modify
any restriction applicable to Shares (except those restrictions imposed by law)
and make all other determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The interpretation and
construction of the provisions of the Plan and related agreements by the
Committee shall be final and conclusive. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any related
agreement in the manner and to the extent it shall deem expedient to carry the
Plan into effect, and it shall be the sole and final judge of such expediency.
Notwithstanding anything to the contrary contained in this Paragraph 4, the
Board of Directors may delegate to the Chief Executive Officer of the Company,
as a one-member committee of the Board of Directors, the authority to grant
awards with respect to a maximum of 50,000 Shares to any eligible employee who
is not, at the time of such grant, subject to the reporting requirements and
liability provisions contained in Section 16 of the Securities Exchange Act of
1934 (the “Exchange Act”) and the regulations thereunder.

5. Types of Awards; Eligibility. The Committee may, from time to time,
take the following actions, separately or in combination, under the Plan: (i)
grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), as provided in paragraph 6(b); (ii) grant
options other than Incentive Stock Options (“Non-Statutory Stock Options”) as
provided in paragraph 6(c); (iii) grant Stock Awards, including restricted stock
and restricted stock units, as provided in paragraph 7; (iv) grant
Performance-Based Awards as provided in paragraph 8; and (v) grant stock
appreciation rights as provided in paragraph 9. Any such awards may be made to
employees, including employees who are officers or directors, of the Company or
any parent or subsidiary corporation of the Company and to other individuals
described in paragraph 1 who the Committee believes have made or will make an
important contribution to the Company or its subsidiaries; provided, however,
that only employees of the Company shall be eligible to receive Incentive Stock
Options under the Plan. The Committee shall select the individuals to whom
awards shall be made. The Committee shall specify the action taken with respect
to each individual to whom an award is made under the Plan. No employee may be
granted options or stock appreciation rights under the Plan for more than
400,000 Shares in any calendar year.

6. Option Grants.

(a) Grant. The Committee may grant options under the Plan. With
respect to each option grant, the Committee shall determine the number of Shares
subject to the option, the option price, the period of the option, the time or
times at which the option may be exercised and whether the option is an
Incentive Stock Option or a Non-Statutory Stock Option.

(b) Incentive Stock Options. Incentive Stock Options shall be subject
to the following terms and conditions:

(i) An Incentive Stock Option may be granted under the Plan to an employee
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of any parent or subsidiary of the Company
only if the option price is at least 110 percent of the fair market value of the
Shares subject to the option on the date it is granted, as described in
paragraph 6(b)(iii), and the option by its terms is not exercisable after the
expiration of five years from the date it is granted.

(ii) Subject to paragraphs 6(b)(i) and 6(d), Incentive Stock Options granted
under the Plan shall continue in effect for the period fixed by the Committee,
except that no Incentive Stock Option shall be exercisable after the expiration
of 10 years from the date it is granted.

(iii) The option price per share shall be determined by the Committee at the
time of grant. Subject to paragraph 6(b)(i), the option price shall not be less
than 100 percent of the fair market value of the Shares covered by the Incentive
Stock Option at the date the option is granted. The fair market value shall be
deemed to be the closing price of the Class B Common Stock of the Company as
reported in the New York Stock Exchange Composite Transactions in the Wall
Street Journal on the date the option is granted, or if there has been no sale
on that date, on the last preceding date on which a sale occurred, or such other
reported value of the Class B Common Stock of the Company as shall be specified
by the Committee.

(iv) No Incentive Stock Option shall be granted on or after the tenth
anniversary of the last action by the Board of Directors approving an increase
in the number of shares available for issuance under the Plan, which action was
subsequently approved within 12 months by the shareholders.

(c) Non-Statutory Stock Options. The option price for Non-Statutory
Stock Options shall be determined by the Committee at the time of grant. The
option price may not be less than 100 percent of the fair market value of the
Shares covered by the Non-Statutory Stock Option on the date the option is
granted. The fair market value of Shares covered by a Non-Statutory Stock Option
shall be determined pursuant to paragraph 6(b)(iii). No Non-Statutory Stock
Option shall be exercisable after the expiration of 10 years from the date it is
granted.

(d) Exercise of Options. Except as provided in paragraph 6(f), no
option granted under the Plan may be exercised unless at the time of such
exercise the optionee is employed by the Company or any parent or subsidiary
corporation of the Company and shall have been so employed continuously since
the date such option was granted. Absence on leave or on account of illness or
disability under rules established by the Committee shall not, however, be
deemed an interruption of employment for this purpose. Except as provided in
paragraphs 6(f), 10 and 11, options granted under the Plan may be exercised from
time to time over the period stated in each option in such amounts and at such
times as shall be prescribed by the Committee, provided that options shall not
be exercised for fractional shares. Unless otherwise determined by the
Committee, if the optionee does not exercise an option in any one year with
respect to the full number of Shares to which the optionee is entitled in that
year, the optionee153s rights shall be cumulative and the optionee may purchase
those Shares in any subsequent year during the term of the option.

(e) Nontransferability. Except as provided below, each stock option
granted under the Plan by its terms shall be nonassignable and nontransferable
by the optionee, either voluntarily or by operation of law, and each option by
its terms shall be exercisable during the optionee153s lifetime only by the
optionee. A stock option may be transferred by will or by the laws of descent
and distribution of the state or country of the optionee153s domicile at the time
of death. A Non-Statutory Stock Option shall also be transferable pursuant to a
qualified domestic relations order as defined under the Code or Title I of the
Employee Retirement Income Security Act. The Committee may, in its discretion,
authorize all or a portion of a Non-Statutory Stock Option granted to an
optionee to be on terms which permit transfer by the optionee to (i) the spouse,
children or grandchildren of the optionee (“Immediate Family Members”), (ii) a
trust or trusts for the exclusive benefit of Immediate Family Members, or (iii)
a partnership in which Immediate Family Members are the only partners, provided
that (x) there may be no consideration for any transfer, (y) the stock option
agreement pursuant to which the options are granted must expressly provide for
transferability in a manner consistent with this paragraph, and (z) subsequent
transfers of transferred options shall be prohibited except by will or by the
laws of descent and distribution. Following any transfer, options shall continue
to be subject to the same terms and conditions as were applicable immediately
prior to transfer, provided that for purposes of paragraphs 6(d), 6(g), 10 and
11 the term “optionee” shall be deemed to refer to the transferee. The events of
termination of employment of paragraph 6(f), shall continue to be applied with
respect to the original optionee, following which the options shall be
exercisable by the transferee only to the extent, and for the periods specified,
and all other references to employment, termination of employment, life or death
of the optionee, shall continue to be applied with respect to the original
optionee.

(f) Termination of Employment or Death.

(i) Unless otherwise provided at the time of grant, in the event the
employment of the optionee by the Company or a parent or subsidiary corporation
of the Company terminates for any reason other than because of normal
retirement, early retirement, physical disability or death, the option may be
exercised at any time prior to the expiration date of the option or the
expiration of three months after the date of such termination of employment,
whichever is the shorter period, but only if and to the extent the optionee was
entitled to exercise the option at the date of such termination.

(ii) Unless otherwise provided at the time of grant, in the event the
employment of the optionee by the Company or a parent or subsidiary corporation
of the Company terminates as a result of the optionee153s normal retirement, any
option granted to the optionee less than one year prior to the date of such
termination of employment shall immediately terminate, and any option granted to
the optionee at least one year prior to the date of such termination of
employment may be exercised by the optionee free of the limitations on the
amount that may be purchased in any one year specified in the option agreement
at any time prior to the expiration date of the option or the expiration of four
years after the date of such termination of employment, whichever is the shorter
period. For purposes of this paragraph 6(f), “normal retirement” means a
termination of employment that occurs at a time when (A) the optionee153s age is
at least 60 years, and (B) the optionee has at least five full years of service
as an employee of the Company or a parent or subsidiary corporation of the
Company.

(iii) Unless otherwise provided at the time of grant, in the event the
employment of the optionee by the Company or a parent or subsidiary corporation
of the Company terminates as a result of the optionee153s early retirement, any
option granted to the optionee less than one year prior to the date of such
termination of employment shall immediately terminate, and any option granted to
the optionee at least one year prior to the date of such termination of
employment may be exercised by the optionee in the amounts and according to the
schedule specified in the option agreement with no forfeiture of any portion of
the option resulting from such termination of employment, except that the option
may not be exercised after the earlier of the expiration date of the option or
the expiration of four years after the date of such termination of employment.
For purposes of this paragraph 6(f), “early retirement” means a termination of
employment that occurs at a time when (A) the optionee153s age is at least 55
years and less than 60 years, and (B) the optionee has at least five full years
of service as an employee of the Company or a parent or subsidiary corporation
of the Company.

(iv) Unless otherwise provided at the time of grant, in the event the
employment of the optionee by the Company or a parent or subsidiary corporation
of the Company terminates because the optionee becomes disabled (within the
meaning of Section 22(e)(3) of the Code), the option may be exercised by the
optionee free of the limitations on the amount that may be purchased in any one
year specified in the option agreement at any time prior to the expiration date
of the option or the expiration of four years after the date of such
termination, whichever is the shorter period.

(v) Unless otherwise provided at the time of grant, in the event of the death
of the optionee while in the employ of the Company or a parent or subsidiary
corporation of the Company, the option may be exercised free of the limitations
on the amount that may be purchased in any one year specified in the option
agreement at any time prior to the expiration date of the option or the
expiration of four years after the date of such death, whichever is the shorter
period, but only by the person or persons to whom such optionee153s rights under
the option shall pass by the optionee153s will or by the laws of descent and
distribution of the state or country of domicile at the time of death.

(vi) The Committee, at the time of grant or at any time thereafter, may
extend the three-month and four-year expiration periods any length of time not
later than the original expiration date of the option, and may increase the
portion of an option that is exercisable, subject to such terms and conditions
as the Committee may determine.

(vii) To the extent that the option of any deceased optionee or of any
optionee whose employment terminates is not exercised within the applicable
period, all further rights to purchase Shares pursuant to such option shall
cease and terminate.

(g) Purchase of Shares. Unless the Committee determines otherwise,
Shares may be acquired pursuant to an option granted under the Plan only upon
receipt by the Company of notice from the optionee of the optionee153s intention
to exercise, specifying the number of Shares as to which the optionee desires to
exercise the option and the date on which the optionee desires to complete the
transaction, and if required in order to comply with the Securities Act of 1933,
as amended, containing a representation that it is the optionee153s present
intention to acquire the Shares for investment and not with a view to
distribution. Unless the Committee determines otherwise, on or before the date
specified for completion of the purchase of Shares pursuant to an option, the
optionee must have paid the Company the full purchase price of such Shares in
cash or with the consent of the Committee, in whole or in part, in Common Stock
of the Company valued at fair market value. The fair market value of Common
Stock of the Company provided in payment of the purchase price shall be the
closing price of the Common Stock of the Company as reported in the New York
Stock Exchange Composite Transactions in the Wall Street Journal or such other
reported value of the Common Stock of the Company as shall be specified by the
Committee, on the date the option is exercised, or if such date is not a trading
day, then on the immediately preceding trading day. No Shares shall be issued
until full payment therefor has been made. With the consent of the Committee, an
optionee may request the Company to apply automatically the Shares to be
received upon the exercise of a portion of a stock option (even though stock
certificates have not yet been issued) to satisfy the purchase price for
additional portions of the option. Each optionee who has exercised an option
shall immediately upon notification of the amount due, if any, pay to the
Company in cash amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If additional withholding is or becomes
required beyond any amount deposited before delivery of the certificates, the
optionee shall pay such amount to the Company on demand. If the optionee fails
to pay the amount demanded, the Company may withhold that amount from other
amounts payable by the Company to the optionee, including salary, subject to
applicable law. With the consent of the Committee, an optionee may satisfy the
minimum statutory withholding obligation, in whole or in part, by having the
Company withhold from the Shares to be issued upon the exercise that number of
Shares that would satisfy the withholding amount due or by delivering Common
Stock of the Company to the Company to satisfy the withholding amount. Upon the
exercise of an option, the number of Shares reserved for issuance under the Plan
shall be reduced by the number of Shares issued upon exercise of the option,
plus the number of Shares, if any, withheld upon exercise to satisfy the tax
withholding amount.

(h) No Repricing. Except for actions approved by the shareholders of
the Company or adjustments made pursuant to paragraph 10, the option price for
an outstanding option granted under the Plan may not be decreased after the date
of grant nor may the Company grant a new option or pay any cash or other
consideration (including another award under the Plan) in exchange for any
outstanding option granted under the Plan at a time when the option price of the
outstanding option exceeds the fair market value of the Shares covered by the
option.

7. Stock Awards, including Restricted Stock and Restricted Stock
Units. The Committee may grant Shares as stock awards under the Plan (“Stock
Awards”). Stock Awards shall be subject to the terms, conditions, and
restrictions determined by the Committee. The restrictions may include
restrictions concerning transferability and forfeiture of the Shares awarded,
together with such other restrictions as may be determined by the Committee.
Stock Awards subject to restrictions may be either restricted stock awards under
which shares are issued immediately upon grant subject to forfeiture if vesting
conditions are not satisfied, or restricted stock unit awards under which shares
are not issued until after vesting conditions are satisfied. The Committee may
require the recipient to sign an agreement as a condition of the award, but may
not require the recipient to pay any monetary consideration other than amounts
necessary to satisfy tax withholding requirements. The agreement may contain any
terms, conditions, restrictions, representations and warranties required by the
Committee. The certificates representing the Shares awarded shall bear any
legends required by the Committee. The Company may require any recipient of a
Stock Award to pay to the Company in cash upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If
the recipient fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable by the Company to the recipient, including
salary, subject to applicable law. With the consent of the Committee, a
recipient may satisfy the minimum statutory withholding obligation, in whole or
in part, by having the Company withhold from the awarded Shares that number of
Shares that would satisfy the withholding amount due or by delivering Common
Stock of the Company to the Company to satisfy the withholding amount. Upon the
issuance of Shares under a Stock Award, the number of Shares reserved for
issuance under the Plan shall, except as otherwise provided in paragraph 2, be
reduced by the number of Shares issued, net of any shares withheld to satisfy
tax withholding obligations.

8. Performance-Based Awards. The Committee may grant awards intended
to qualify as qualified performance-based compensation under Section 162(m) of
the Code and the regulations thereunder (“Performance-Based Awards”).
Performance-Based Awards shall be subject to the following terms and conditions:

(a) Award Period. The Committee shall determine the period of time for
which a Performance-Based Award is made (the “Award Period”).

(b) Performance Targets and Payment. The Committee shall establish in
writing objectives (“Performance Targets”) that must be met by the Company or
any subsidiary, division or other unit of the Company (“Business Unit”) during
the Award Period as a condition to payment being made under the
Performance-Based Award. The Performance Targets for each award shall be one or
more targeted levels of performance with respect to one or more of the following
objective measures with respect to the Company or any Business Unit: net income,
net income before taxes, operating income, earnings before interest and taxes,
revenues, return on sales, return on equity, earnings per share, total
shareholder return, or any of the foregoing before the effect of acquisitions,
divestitures, accounting changes, restructuring or other special charges, as
determined by the Committee at the time of establishing a Performance Target.
The Committee shall also establish the number of Shares to be issued under a
Performance-Based Award if the Performance Targets are met or exceeded,
including the fixing of a maximum number of Shares (subject to paragraph 8(d)).
The Committee may establish other restrictions to payment under a
Performance-Based Award, such as a continued employment requirement, in addition
to satisfaction of the Performance Targets. Some or all of the Shares subject to
a Performance-Based Award may be issued at the time of the award as restricted
shares subject to forfeiture in whole or in part if Performance Targets or, if
applicable, other restrictions are not satisfied.

(c) Computation of Payment. During or after an Award Period, the
performance of the Company or Business Unit, as applicable, during the period
shall be measured against the Performance Targets. If the Performance Targets
are not met, no payment shall be made under a Performance-Based Award. If the
Performance Targets are met or exceeded, the Committee shall certify that fact
in writing and certify the number of Shares earned under the terms of the
Performance-Based Award.

(d) Maximum Awards. No recipient may be granted in any fiscal year
Performance-Based Awards under which the maximum number of Shares that may be
issued exceeds 400,000 Shares.

(e) Tax Withholding. The Company may require any recipient of a
Performance-Based Award to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the recipient fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company to the recipient,
including salary, subject to applicable law. With the consent of the Committee,
a recipient may satisfy the minimum statutory withholding obligation, in whole
or in part, by having the Company withhold from the awarded Shares that number
of Shares that would satisfy the withholding amount due or by delivering Common
Stock of the Company to the Company to satisfy the withholding amount.

(f) Effect on Shares Available. Upon the issuance of Shares under a
Performance-Based Award, the number of Shares reserved for issuance under the
Plan shall, except as otherwise provided in paragraph 2, be reduced by the
number of Shares issued, net of any shares withheld to satisfy tax withholding
obligations.

9. Stock Appreciation Rights.

(a) Grant. Stock appreciation rights may be granted under the Plan by
the Committee, subject to such rules, terms, and conditions as the Committee
prescribes.

(b) Exercise.

(i) A stock appreciation right shall be exercisable only at the time or times
established by the Committee, except that no stock appreciation right shall be
exercisable after the expiration of 10 years from the date it is granted. If a
stock appreciation right is granted in connection with an option, the stock
appreciation right shall be exercisable only to the extent and on the same
conditions that the related option could be exercised. Upon exercise of a stock
appreciation right, any option or portion thereof to which the stock
appreciation right relates terminates. If a stock appreciation right is granted
in connection with an option, upon exercise of the option, the stock
appreciation right or portion thereof to which the option relates terminates.

(ii) The Committee may withdraw any stock appreciation right granted under
the Plan at any time and may impose any conditions upon the exercise of a stock
appreciation right or adopt rules and regulations from time to time affecting
the rights of holders of stock appreciation rights. Such rules and regulations
may govern the right to exercise stock appreciation rights granted before
adoption or amendment of such rules and regulations as well as stock
appreciation rights granted thereafter.

(iii) Each stock appreciation right shall entitle the holder, upon exercise,
to receive from the Company in exchange therefor an amount equal in value to the
excess of the fair market value on the date of exercise of one share of Class B
Common Stock of the Company over its fair market value on the date of grant or
such higher amount as the Committee may determine (or, in the case of a stock
appreciation right granted in connection with an option, the option price per
Share under the option to which the stock appreciation right relates),
multiplied by the number of Shares covered by the stock appreciation right or
the option, or portion thereof, that is surrendered. Payment by the Company upon
exercise of a stock appreciation right may be made in Shares valued at fair
market value, in cash, or partly in Shares and partly in cash, all as determined
by the Committee.

(iv) For purposes of this paragraph 9, the fair market value of the Class B
Common Stock of the Company on the date a stock appreciation right is exercised
shall be the closing price of the Class B Common Stock of the Company as
reported in the New York Stock Exchange Composite Transactions in the Wall
Street Journal, or such other reported value of the Class B Common Stock of the
Company as shall be specified by the Committee, on the date the stock
appreciation right is exercised, or if such date is not a trading day, then on
the immediately preceding trading day.

(v) No fractional shares shall be issued upon exercise of a stock
appreciation right. In lieu thereof, cash shall be paid in an amount equal to
the value of the fractional share.

(vi) Each stock appreciation right granted under the Plan by its terms shall
be nonassignable and nontransferable by the holder, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of
the state or county of the holder153s domicile at the time of death, and each
stock appreciation right by its terms shall be exercisable during the holder153s
lifetime only by the holder; provided, however, that a stock appreciation right
not granted in connection with an Incentive Stock Option shall also be
transferable pursuant to a qualified domestic relations order as defined under
the Code or Title I of the Employee Retirement Income Security Act.

(vii) Each participant who has exercised a stock appreciation right shall,
upon notification of the amount due, pay to the Company in cash amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the participant fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the Company to the
participant including salary, subject to applicable law. With the consent of the
Committee a participant may satisfy the minimum statutory obligation, in whole
or in part, by having the Company withhold from any Shares to be issued upon the
exercise that number of Shares that would satisfy the withholding amount due or
by delivering Common Stock of the Company to the Company to satisfy the
withholding amount.

(viii) Upon the exercise of a stock appreciation right for Shares, the number
of Shares reserved for issuance under the Plan shall be reduced by the number of
Shares covered by the stock appreciation right. Cash payments of stock
appreciation rights shall not reduce the number of Shares reserved for issuance
under the Plan.

10. Changes in Capital Structure. If the outstanding shares of Common
Stock of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares, appropriate adjustment
shall be made by the Committee in the number and kind of shares available for
awards under the Plan. In addition, the Committee shall make appropriate
adjustment in the number and kind of shares subject to outstanding awards, and
the exercise price of outstanding options and stock appreciation rights, to the
end that the recipient153s proportionate interest is maintained as before the
occurrence of such event. The Committee may also require that any securities
issued in respect of or exchanged for Shares issued hereunder that are subject
to restrictions be subject to similar restrictions. Notwithstanding the
foregoing, the Committee shall have no obligation to effect any adjustment that
would or might result in the issuance of fractional shares, and any fractional
shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Committee. Any such adjustments made by the Committee
shall be conclusive.

11. Sale of the Company; Change in Control.

(a) Sale of the Company. Unless otherwise provided at the time of
grant, if during the term of an option, stock appreciation right or restricted
stock unit award, there shall occur a merger, consolidation or plan of exchange
involving the Company pursuant to which outstanding Shares are converted into
cash or other stock, securities or property, or a sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, the assets of the Company, then either:

(i) the option, stock appreciation right or restricted stock unit award shall
be converted into an option, stock appreciation right or restricted stock unit
award to acquire stock of the surviving or acquiring corporation in the
applicable transaction for a total purchase price equal to the total price
applicable to the unexercised portion of the option, stock appreciation right or
restricted stock unit award, and with the amount and type of shares subject
thereto and exercise price per share thereof to be conclusively determined by
the Committee, taking into account the relative values of the companies involved
in the applicable transaction and the exchange rate, if any, used in determining
shares of the surviving corporation to be held by holders of Shares following
the applicable transaction, and disregarding fractional shares; or

(ii) all unissued Shares subject to restricted stock unit awards shall be
issued immediately prior to the consummation of such transaction, all options
and stock appreciation rights will become exercisable for 100 percent of the
Shares subject to the option or stock appreciation right effective as of the
consummation of such transaction, and the Committee shall approve some
arrangement by which holders of options and stock appreciation rights shall have
a reasonable opportunity to exercise all such options and stock appreciation
rights effective as of the consummation of such transaction or otherwise realize
the value of these awards, as determined by the Committee. Any option or stock
appreciation right that is not exercised in accordance with procedures approved
by the Committee shall terminate.

(b) Change in Control. Unless otherwise provided at the time of grant,
if paragraph 11(a)(ii) does not apply, all options and stock appreciation rights
granted under this Plan shall become exercisable in full for a remaining term
extending until the earlier of the expiration date of the applicable option or
stock appreciation right or the expiration of four years after the date of
termination of employment, and all Stock Awards shall become fully vested, 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 award
holder153s employment is terminated by the Company (or its successor) without
Cause (as defined below), or (ii) the award holder153s employment is terminated by
the award holder for Good Reason (as defined below).

(i) For purposes of this Plan, 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.

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

(iii) For purposes of this Plan, “Cause” shall mean (A) the willful and
continued failure to perform substantially the award holder153s reasonably
assigned duties with the Company (other than any such failure resulting from
incapacity due to physical or mental illness) after a demand for substantial
performance is delivered to the award holder by the Company which specifically
identifies the manner in which the Company believes that the award holder has
not substantially performed the award holder153s duties, or (B) the willful
engagement in illegal conduct which is materially and demonstrably injurious to
the Company. No act, or failure to act, shall be considered “willful” if the
award holder reasonably believed that the action or omission was in, or not
opposed to, the best interests of the Company.

(iv) For purposes of this Plan, “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 award holder after Shareholder Approval, if
applicable, or the Change in Control when compared to the award holder153s level
of responsibility for the Company153s operations prior to Shareholder Approval, if
applicable, or the Change in Control; provided that Good Reason shall not exist
if the award holder continues to have the same or a greater general level of
responsibility for Company operations after the Change in Control as the award
holder 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 award
holder153s 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 award holder 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 award
holder is required to be based more than 50 miles from where the award holder153s
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
award holder undertook on behalf of the Company prior to Shareholder Approval,
if applicable, or the Change in Control.

12. Corporate Mergers, Acquisitions, etc. The Committee may also grant
options, stock appreciation rights and Stock Awards under the Plan having terms,
conditions and provisions that vary from those specified in this Plan, provided
that any such awards are granted in substitution for, or in connection with the
assumption of, existing options, stock appreciation rights or Stock Awards
issued by another corporation and assumed or otherwise agreed to be provided for
by the Company pursuant to or by reason of a transaction involving a corporate
merger, consolidation, plan of exchange, acquisition of property or stock,
separation, reorganization or liquidation to which the Company or a parent or
subsidiary corporation of the Company is a party.

13. Clawback Policy. Unless otherwise provided at the time of grant,
all awards under the Plan shall be subject to the NIKE, Inc. Policy for
Recoupment of Incentive Compensation as approved by the Committee and in effect
at the time of grant, or such other policy for “clawback” of incentive
compensation as may be approved from time to time by the Committee.

14. Amendment of Plan. The Board of Directors may at any time, and
from time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in paragraphs 6(f), 9, 10 and 11, however, no
change in an award already granted shall be made without the written consent of
the holder of such award.

15. Approvals. The obligations of the Company under the Plan are
subject to the approval of state and federal authorities or agencies with
jurisdiction in the matter. The Company will use its best efforts to take steps
required by state or federal law or applicable regulations, including rules and
regulations of the Securities and Exchange Commission and any stock exchange or
trading system on which the Company153s shares may then be listed or admitted for
trading, in connection with the grants under the Plan. The foregoing
notwithstanding, the Company shall not be obligated to issue or deliver Class B
Common Stock under the Plan if such issuance or delivery would violate
applicable state or federal securities laws.

16. Employment and Service Rights. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any parent or subsidiary
corporation of the Company or interfere in any way with the right of the Company
or any parent or subsidiary corporation of the Company by whom such employee is
employed to terminate such employee153s employment at any time, for any reason,
with or without cause, or to increase or decrease such employee153s compensation
or benefits, or (ii) confer upon any person engaged by the Company any right to
be retained or employed by the Company or to the continuation, extension,
renewal, or modification of any compensation, contract, or arrangement with or
by the Company.

17. Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Shares until the date
of issue to the recipient of a stock certificate for such Shares. Except as
otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

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