{"id":38758,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-nike-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-nike-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-nike-inc.html","title":{"rendered":"Deferred Compensation Plan &#8211; Nike Inc."},"content":{"rendered":"<pre>\n                                NIKE, INC. \n                        DEFERRED COMPENSATION PLAN\n        (as Amended and Restated Effective as of January 1, 2000) \n\nThis Plan is amended and restated effective as of January 1, 2000 by \nNIKE, Inc. (the \"Company\"), acting on behalf of itself and its \ndesignated  subsidiaries.  Throughout, the term \"Company\" shall include \nwherever relevant any entity that is directly or indirectly controlled \nby the Company or any entity in which the Company has a significant \nequity or investment interest, as determined by the Company.\n                                 RECITALS\n1.   The Company adopted the Supplemental Executive Savings Plan \neffective February 1, 1994 (the \"SESP\").  The SESP was adopted to \nprovide an opportunity for eligible employees to set aside additional \namounts for retirement on a tax deferred basis and to provide a \nlimited make-up of profit sharing contributions lost as a result of \nthe limit on compensation under Section 401(a)(17) of the Internal \nRevenue Code of 1986 (the \"Code\") under the Company's 401(k) Savings \nand Profit Sharing Plan for employees of NIKE, Inc. (the \"Profit \nSharing Plan\").  The SESP is a nonqualified deferred compensation \nplan for the benefit of a select group of management or \nhighly-compensated employees of the Company.\n2.   The Company adopted the Supplemental Executive Profit Sharing \nPlan effective as of June 1, 1995 (the \"SEPSP\") to expand the make-up \nof profit sharing contributions lost under the Profit Sharing Plan and \nto separate the restoration provisions from the elective deferral \nprovisions of the SESP.\n3.   Effective as of January 1, 1998, the Company combined the SEPSP \nand the SESP and made certain other changes.  The resulting plan was \nrenamed the NIKE, Inc. Deferred Compensation Plan (the \"Plan\").  The \nCompany now wishes to again amend and restate the Plan, effective as \nof January 1, 2000.\n4.   Under the Plan, the Company is obligated to pay vested accrued \nbenefits to Plan Participants and their Beneficiary or Beneficiaries \nfrom the Company's general assets.\n5.   In connection with the Plan, the Company is party to an \nagreement (the \"Trust Agreement\") with Northern Trust Company as \ntrustee (the \"Trustee\") under an irrevocable trust (the \"Trust\").\n6.   The Company intends to make contributions to the Trust so that \nsuch contributions will be held by the Trustee and invested, reinvested \nand distributed, all in accordance with the provisions of this Plan and \nthe Trust Agreement.\n7.   The Company intends that amounts contributed to the Trust and \nthe earnings thereon shall be used by the Trustee if necessary to \nsatisfy the liabilities of the Company under the Plan with respect to \neach Plan participant for whom an Account has been established and \nsuch utilization shall be in accordance with the procedures set forth \nherein.\n8.   The Company intends that the Trust be a \"grantor trust\" with \nthe principal and income of the Trust treated as assets and income of \nthe Company for federal and state income tax purposes.\n9.   The Company intends that the assets of the Trust shall at all \ntimes be subject to the claims of the general creditors of the Company \nas provided in the Trust Agreement.\n10.   The Company intends that the existence of the Trust shall not \nalter the characterization of the Plan as \"unfunded\" for purposes of \nthe Employee Retirement Income Security Act of 1974, as amended \n(\"ERISA\"), and shall not be construed to provide income to Plan \nparticipants under the Plan prior to actual payment of the vested \naccrued benefits thereunder.\nNOW THEREFORE, the Company does hereby adopt this amended and \nrestated Plan as follows and does also hereby agree that the Plan shall \nbe structured, held and disposed of as follows:\n\n\n                                ARTICLE I\n\n                          TITLE AND DEFINITIONS\n\n    1.1   Title\n\n          This Plan shall be known as the NIKE, Inc. Deferred \nCompensation Plan.\n\n    1.2   Definitions\n\n          Whenever the following words and phrases are used in this Plan, \nwith the first letter capitalized, they shall have the meanings specified \nbelow.\n\n          \"Account\" means for each Participant the bookkeeping account \nmaintained by the Committee that is credited with amounts equal to (1) \nthe portion of the Participant's Salary that he or she elects to defer, \n(2) the portion of the Participant's Bonus that he or she elects to \ndefer, (3) the portion of the Participant's Commissions that he or she \nelects to defer, (4) the portion of the Participant's Fees that he or she \nelects to defer, (5) Company contributions, if any, made to the Plan for \nthe Participant's benefit, and (6) adjustments to reflect deemed earnings \npursuant to Section 4.1(d).\n\n          \"Actuarial Equivalent\" means the actuarial present value \ndetermined by the actuary appointed by the Company, in accordance with \ngenerally accepted actuarial principles, with a discount for mortality \nusing the 1983 Group Annuity Mortality Table and a discount for interest at \nthe 30-year Treasury rate for July 1999 (5.98%).\n\n          \"Beneficiary\" or \"Beneficiaries\" means the beneficiary last \ndesignated in writing by a Participant in accordance with procedures \nestablished by the Committee to receive the benefits specified hereunder \nin the event of the Participant's death.  No Beneficiary designation \nshall become effective until it is filed with the Committee during the \nParticipant's lifetime.\n\n          \"Board of Directors\" or \"Board\" means the Board of Directors of \nthe Company.\n\n          \"Bonus\" means any cash-based incentive compensation (other than \nCommissions) that is payable to a Participant in addition to the \nParticipant's Salary.\n\n          \"Change of Control\" means any of the following:\n\n          (a)   The purchase or other acquisition by any person, entity \nor group of persons, within the  meaning of Section 13(d) or 14(d) of the \nSecurities Exchange Act of 1934, as amended (the \"Act\"), or any \ncomparable successor provisions, of beneficial ownership (within the \nmeaning of Rule 13d-3 promulgated under the Act) of forty percent or more \nof either the outstanding shares of Class A and Class B common stock or \nthe combined voting power of the Company's then outstanding voting \nsecurities entitled to vote generally;\n\n          (b)   The approval by the stockholders of the Company of a \nreorganization, merger, or consolidation with respect to which persons \nwho were stockholders of the Company immediately prior to such \nreorganization, merger or consolidation do not, immediately thereafter, \nown more than fifty percent of the combined voting power entitled to vote \ngenerally in the election of directors of the reorganized, merged or \nconsolidated Company's then-outstanding securities; \n\n          (c)   A liquidation or dissolution of the Company; or\n\n          (d)  A sale of all or substantially all of the Company's \nassets.\n\n          \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n          \"Commissions\" mean any cash-based commission compensation \npayable to a Participant.\n\n          \"Committee\" means the Committee appointed by the Board to \nadminister the Plan in accordance with Article VIII.  Unless specified \notherwise by the Board, the \"Committee\" shall mean the Retirement \nCommittee established under the Profit Sharing Plan.\n\n          \"Company\" means NIKE, Inc., any successor corporation and any \nentity that is directly or indirectly controlled by the Company or any \nentity in which the Company has a significant equity or investment \ninterest, as determined by the Company.\n\n          \"Company Stock\" means NIKE, Inc. Class B Common stock.\n\n          \"Compensation\" means the Bonus, Commissions, Fees and Salary \nthat the Participant earns for services rendered to the Company.\n\n          \"Consultant\" means any person, including an advisor but \nexcluding Directors, engaged by the Company to render services to the \nCompany and designated by the Committee as eligible to participate in the \nPlan.\n\n          \"Director\" means a non-employee member of the Board.\n\n          \"Director's 1999 Transition Retirement Benefit\" means the \nActuarial Equivalent of the Director's Retirement Annuity as determined on \nSeptember 1, 1999, divided by the fair market value of Company stock on \nSeptember 1, 1999, and stated in units representing shares of Company \nStock.\n\n          \"Director's Retirement Annuity\" means the projected annual \nretirement benefit payable to a Retired Director in the amount of eighteen \nthousand dollars ($18,000), reduced proportionately for each year of \nservice completed as a Director less than ten (but with no benefit if five \nor fewer years of service).\n\n          \"Disability\" means a Participant's long-term disability as \ndefined in the Company's long-term disability plan for employees.\n\n          \"Distributable Amount\" means the amount credited to a \nParticipant's Account.\n\n          \"Distribution Event\" means, with respect to each Participant, \nthe Participant's termination of Service for any reason, including \nRetirement, death or Disability, or, if specified by the Participant, a \nspecific date.  A Participant's Distribution Event election shall be made \nin writing at such time, on such form and subject to such terms and \nconditions as the Committee may specify.\n\n          \"Eligible Employee\" means any Employee who is designated in \nwriting as eligible to participate in the Plan by the Committee from \namong a select group of management or highly-compensated Employees of the \nCompany.\n\n          \"Employee\" means a common law employee of the Company \nperforming services regularly in the United States or, if not performing \nservices regularly in the United States, a common law employee of the \nCompany who is on U.S. payroll and participating in a Company-sponsored \nGlobal Transfer Program.\n\n          \"Fees\" means, (i) in the case of non-employee members of the \nBoard, annual cash fees paid by the Company, including retainer fees, \ncommittee fees and meeting fees, paid by the Company as compensation for \nserving on the Board, and (ii) in the case of any other non-employee \nservice provider, the cash fees paid to such individual for services \nrendered to the Company.\n\n          \"Fund\" or \"Funds\" means one or more of the investment funds \nselected by the Committee pursuant to Section 3.3.\n\n          \"Initial Election Period\" means the 30-day period following the \nEligible Employee's date of hire (or appointment to the Board or \ncommencement of services as a Consultant, as applicable) or, if later, \nupon first becoming an Eligible Employee, Director or Consultant.\n\n          \"Investment Return\" means, for each Fund, an amount equal to \nthe pre-tax rate of gain or loss on the assets of such Fund (net of \napplicable fund and investment charges) during each valuation period, but \nnot less frequently than monthly.\n\n          \"Participant\" means any Consultant, Director or Eligible \nEmployee who elects to defer Compensation in accordance with Section 3.1.\n\n          \"Payment Commencement Date\" means (i) in the case of a \nParticipant's Retirement, on or before January 31 following the Plan Year \nof the Participant's Retirement, (ii) in the case of any other \nDistribution Event, as soon as administratively possible thereafter.\n\n          \"Plan\" means the NIKE, Inc. Deferred Compensation Plan set \nforth herein, now in effect, or as amended from time to time.\n\n          \"Plan Year\" means the calendar year.\n\n          \"Predecessor Plans\" means the NIKE, Inc. Supplemental Executive \nSavings Plan and the NIKE, Inc. Supplemental Executive Profit Sharing \nPlan.\n\n          \"Profit Sharing Plan\" means the 401(k) Savings and Profit \nSharing Plan for Employees of NIKE, Inc.\n\n          \"Retired Director\" or \"Director's Retirement\" means the cessation \nof a Director's services on the Board on or after age 65 with ten (10) \nyears of service, but no later than age 72 if the Director commenced \nservice as a Director after the Company's 1993 fiscal year.\n\n          \"Retirement\" means the Participant's resignation if at the time \nthereof the Participant has completed at least five Years of Service with \nthe Company.  For this purpose, \"Years of Service\" are measured based on \ncredited years of vesting service under the Profit Sharing Plan.\n\n          \"Salary\" means the Employee's base salary for the Plan Year.  \nSalary excludes any other form of compensation such as  restricted stock, \nproceeds from stock options or stock appreciation rights, severance \npayments, moving expenses, car or other special allowance, adjustments \nfor overseas employment other than the 12.5% transfer premium, or any \nother amounts included in an Eligible Employee's taxable income that is \nnot compensation for services.  Deferral elections shall be computed \nbefore taking into account any reduction in taxable income by salary \nreduction under Code Sections 125 or 401(k), or under this Plan.\n\n          \"Service\" means service with the Company as an Employee, \nDirector or Consultant.\n\n                               ARTICLE II\n\n                              PARTICIPATION\n\n    2.1   Participation\n\n          An Eligible Employee, Director or Consultant shall become a \nParticipant in the Plan by electing to defer a portion of his or her \nCompensation in accordance with Section 3.1.\n\n\n                                ARTICLE III\n\n                           DEFERRAL ELECTIONS\n\n    3.1   Elections to Defer Compensation\n\n\n          (a)   Initial Election Period.  Each Eligible Employee,\nDirector or Consultant may elect to defer Compensation by filing an \nelection with the Committee that conforms to the requirements of this \nSection 3.1, on a form provided by the Committee, no later than the last \nday of his or her Initial Election Period.  Deferral Elections filed with \nrespect to the 1998 Plan Year shall supersede any and all prior deferral \nelections made in connection with the Predecessor Plans.\n\n          (b)   General Rule.  The amount of Compensation that an \nEligible Employee, Director or Consultant may elect to defer is as \nfollows:\n\n                (1)   Any whole percentage of Salary up to 100%;\n\n                (2)   Any whole percentage of Bonus up to 100%;\n\n                (3)   Any whole percentage of Commissions up to 100%; \n                (4)   Any whole percentage of Fees up to 100%;\nprovided, however, that no election shall be effective to reduce the \nCompensation paid to an Eligible Employee to an amount that is less than \nthe amount necessary to pay applicable employment taxes (e.g., FICA, \nhospital insurance) payable with respect to amounts deferred hereunder, \namounts necessary to satisfy any other benefit plan withholding \nobligations, any resulting income taxes payable with respect to \nCompensation that cannot be so deferred, and any amounts necessary to \nsatisfy any wage garnishment or similar type obligations.\n\n          (c)   Minimum Deferrals.  For each full Plan Year during which \nthe Eligible Employee is a Participant, the minimum dollar amount that \nmay be deferred under this Section 3.1 is $5,000 ($1,000 in the case of \nDirectors and Consultants).\n\n          (d)   Effect of Initial Election.  An election to defer Salary, \nCommissions or Fees made during an Initial Election Period shall be \neffective as to Salary and Commissions earned beginning with the first \npay period beginning after the Initial Election Period.  Employees who \nfirst became Eligible Employees during a Plan Year may make an election \nto defer Bonuses payable in subsequent Plan Years by making deferral \nelections in accordance with subsections 3.1(e) and (f).\n\n          (e) Duration of Deferral Election.  A Compensation deferral \nelection made under paragraph (a) or paragraph (f) of this Section 3.1 \nshall remain in effect, notwithstanding any change in the Participant's \nCompensation until modified or terminated as provided herein.  A \nParticipant may irrevocably elect at any time to reduce the percentage to \nbe deferred from Salary or Fees earned in the remainder of the Plan Year \nto zero.  Subject to the minimum deferral requirement of subsection (c) \nof this Section, the percentage of Salary, Commissions and Fees \ndesignated by the Participant for deferral may be modified by filing a \nnew election, in accordance with the terms of this Section, with the \nCommittee not later than December 15 of the year immediately preceding \nthe beginning of the Plan Year for which the election shall be in effect.  \nA Participant's deferral election shall terminate with respect to future \nCompensation upon the Participant ceasing to be an Eligible Employee, \nDirector or Consultant. \n\n          (f)  Elections Other Than Elections During the Initial Election \nPeriod.  Any Eligible Employee, Director or Consultant who fails to elect \nto defer Compensation during his or her Initial Election Period may \nsubsequently become a Participant by filing an election, on a form \nprovided by the Committee, to defer Compensation as described in \nparagraph (b) above.  An election to defer Compensation must be filed no \nlater than December 15 (or such earlier date as the Committee may \nestablish) and will be effective for Salary, Commissions and Fees earned \nbeginning with the first pay period beginning on and after the beginning \nof the next succeeding Plan Year and any Bonus payable in the next \nsucceeding Plan Year.\n\n          (g)  Director's 1999 Transition Election.  Any Director as of \nSeptember 1, 1999, shall have made an election on or before September 24, \n1999, to either remain eligible for the Director's Retirement Annuity or \nelect to convert such annuity to the Director's 1999 Transition \nRetirement Benefit, in either case such benefit not payable until the \nDirector's Retirement.  In the event an electing Director converted the \nDirector's Retirement Annuity, such election shall be irrevocable and \npaid as provided herein.\n\n    3.2   Company Contributions\n\n\n          (a)  Eligibility. An Eligible Employee who qualifies for a \ncontribution for a Plan Year under the Profit Sharing Plan shall be \neligible for a Company contribution under this Plan for such Plan Year if \nthey either (i) make a Deferral Election under 3.1 for the Plan Year, or \n(ii) receive compensation under the Profit Sharing Plan exceeding the \nInternal Revenue Code Section 401(a)(17) limit of $150,000 (as indexed) \nfor its Plan Year, or both.\n\n          (b)  Company Contribution. An Eligible Employee who is eligible \nunder subsection 3.2(a) shall be credited with a \"Restoration Amount\" for \neach Plan Year.  \"Restoration Amount\" means the amount by which the \nEligible Employee's allocated share of the \"Profit Sharing Contribution\" \n(as defined in the Profit Sharing Plan) for the corresponding Profit \nSharing Plan Year (ending with or within the Plan Year) would be higher \nif calculated on the basis of Compensation as defined under this Plan and \ndetermined (i) before any reduction for deferral of compensation under \nthis Plan, and (ii) without regard to the Internal Revenue Code Section \n401(a)(17) limit).\".\n\n          (c)  Discretionary Company Contributions.  In addition to \nCompany contributions in accordance with Section 3.2(b), the Company may, \nin its sole discretion, make discretionary contributions to the Accounts \nof one or more Participants at such times and in such amounts as the \nBoard or the Committee may determine.\n\n          (d)  Director's Retirement Contribution.  In addition to any \nCompany contributions made in accordance with 3.2 (a)-(c), the Company \nshall credit to the Accounts of any electing Director the number of \nshares of Company Stock equivalent to the electing Director's 1999 \nTransition Retirement Benefit.  The Company may contribute such shares \ncorresponding to the total of all electing Director's benefits, at such \ntime and in such amount as the Board or the Committee may determine, \n\nprovided that any shares so contributed shall remain in the name of the \nCompany (or any trust established by the Company for this purpose), and \nshall be its sole property in which no electing Director shall have any \ninterest.\n\n    3.3   Investment Elections.\n\n\n          (a)  Hypothetical Investment Funds.  The Committee may, in its \ndiscretion, provide each Participant with a list of investment Funds \navailable for hypothetical investment, and the Participant may designate, \nin a manner specified by the Committee, one or more Funds that his or her \nAccount will be deemed to be invested in for purposes of determining the \namount of earnings to be credited to that Account.  The Committee may, \nfrom time to time, in its sole discretion select a commercially available \nfund to constitute the Fund actually selected.  The Investment Return of \neach such commercially available fund shall be used to determine the \namount of earnings to be credited to Participants' Accounts under Section \n4.1(d).\n\n               (1) Deemed Investment Elections. In making the designation \npursuant to this Section 3.3, the Participant may specify that all or any \n1% multiple of his or her Account be deemed to be invested in one or more \nof the Funds offered by the Committee.  Subject to such limitations and \nconditions as the Committee may specify, a Participant may change the \ndesignation made under this Section 3.3 in such manner and at such time \nor times as the Committee shall specify.  If a Participants fails to \nelect a Fund under this Section 3.3, or if the Committee shall not \nprovide Participants with a list of Funds pursuant to this Section 3.3, \nthe Participant shall be deemed to have elected a money market fund.\n\n               (2) No Company Obligation.  The Company may, but need not, \nacquire investments corresponding to those designated by the Participants \nhereunder, and it is not under any obligation to maintain any investment \nit may make.  Any such investments, if made, shall be in the name of the \nCompany, and shall be its sole property in which no Participant shall \nhave any interest.\n\n        (b)   Director's Plan Investments. In addition to any hypothetical \ninvestment Fund elections the Director may make with respect to amounts \ndeferred under 3.1, the following shall apply to a Director's Plan Account:\n\n              (1) 1999 Transition Retirement Plan Subaccount.  The entirety \nof an electing Director's 1999 Transition Retirement Benefit shall be \nmaintained in a separate subaccount, reflecting the number of shares of \nCompany Stock in which the electing Director is vested and entitled to \nunder the Plan as his or her 1999 Transition Retirement Benefit.  The \nbalance in such subaccount shall be expressed in units (denominated in \nshares of Company Stock).  The number of units reflected in an electing \nDirector's 1999 Transition Retirement Benefit subaccount shall be \nappropriately adjusted periodically to reflect any dividend, split, split-\nup or any combination or exchange, however, accomplished, with respect to \nthe shares of Company Stock represented by such units.\n\n\n                              ARTICLE IV\n\n                               ACCOUNTS\n\n    4.1   Participant Accounts.\n\n\n          The Committee shall establish and maintain an Account for each \nParticipant under the Plan.  Each Participant's Account may be further \ndivided into separate subaccounts (\"investment fund subaccounts\"), \ncorresponding to investment Funds elected by the Participant pursuant to \nSection 3.3 or as otherwise determined by the Committee to be necessary \nor appropriate for proper Plan administration.  A Participant's Account \nshall be credited as follows:\n\n          (a)  As soon as practicable following the end of each \napplicable pay period, the Committee shall credit the investment fund \nsubaccounts of the Participant's Account with an amount equal to Salary, \nCommissions or Fees deferred by the Participant during each pay period in \naccordance with the Participant's election; that is, the portion of the \nParticipant's deferred Salary, Commissions or Fees that the Participant \nhas elected to be deemed to be invested in a certain type of investment \nFund shall be credited to the investment fund subaccount corresponding to \nthat investment Fund.\n\n          (b)  As soon as practicable after each Bonus or partial Bonus \nwould have been paid, the Committee shall credit the investment fund \nsubaccounts of the Participant's Account with an amount equal to the \nportion of the Bonus deferred by the Participant's election; that is, the \nportion of the Participant's deferred Bonus that the Participant has \nelected to be deemed to be invested in a certain type of investment Fund \nshall be credited to the investment fund subaccount corresponding to that \ninvestment Fund.\n\n          (c)  As soon as practicable after the last day of the Plan Year \nor such earlier time or times as the Committee may determine, the \nCommittee shall credit the investment fund subaccounts of the \nParticipant's Account with an amount equal to the portion, if any, of any \nCompany contribution made to or for the Participant's benefit in \naccordance with Section 3.2; that is, the portion of the Participant's \nCompany contribution, if any, that the Participant has elected to be \ndeemed to be invested in a certain type of investment Fund shall be \ncredited to the investment fund subaccount corresponding to that \ninvestment Fund.\n\n          (d)  At such time or times as the Committee may determine, but \nnot less frequently than monthly, each investment fund subaccount of a \nParticipant's Account shall be credited with earnings in an amount equal \nto that determined by multiplying the balance credited to such investment \nfund subaccount as of the last day of the preceding valuation period by \nthe Investment Return for the corresponding Fund selected by the Company.\n\n\n                               ARTICLE V\n\n                                VESTING\n\n    5.1   Account.\n\n\n          (a)  Compensation Deferrals.  A Participant's Account \nattributable to Compensation deferred by a Participant pursuant to the \nterms of this Plan, together with any amounts credited to the \nParticipant's Account under Section 4.1(d) with respect to such \ndeferrals, shall be 100% vested at all times.\n\n          (b)  Company Contributions.  Unless specified otherwise by the \nBoard or the Committee, the value of a Participant's Account attributable \nto any Company contributions pursuant to Section 3.2, together with any \namounts credited to the Participant's Account under Section 4.1(d) with \nrespect to such amounts, shall be vested in the same proportion as the \nParticipant's account in the Profit Sharing Plan.\n\n          (c)  Director's 1999 Transition Retirement Plan Investments.  \nAn electing Director's 1999 Transition Retirement Benefit, together with \nany earnings thereon, shall be 100% vested at all times.\n\n                                ARTICLE VI\n\n                              GENERAL DUTIES\n\n    6.1   Trustee Duties.\n\n\n          The Trustee shall manage, invest and reinvest the Trust Fund as \nprovided in the Trust Agreement.  The Trustee shall collect the income on \nthe Trust Fund, and make distributions therefrom, all as provided in this \nPlan and in the Trust Agreement.\n\n    6.2   Company Contributions.\n\n\n          While the Plan remains in effect, the Company shall make \ncontributions to the Trust Fund at least once each quarter.  As soon as \npracticable after the close of each Plan quarter, the Company shall make \nan additional contribution to the Trust Fund to the extent that previous \ncontributions to the Trust Fund for the current Plan quarter are  less \nthan the total of the Compensation deferrals made by each Participant \nplus Company contributions, if any, accrued as of the close of the \ncurrent Plan quarter.  The Trustee shall not be liable for any failure by \nthe Company to provide contributions sufficient to pay all accrued \nbenefits under the Plan in accordance with the terms of this Plan.\n\n    6.3   Department of Labor Determination.\n\n\n          In the event that any Participants are found to be ineligible, \nthat is, not members of a select group of management or highly \ncompensated employees, according to a determination made by the \nDepartment of Labor, the Committee shall take whatever steps it deems \nnecessary, in its sole discretion, to equitably protect the interests of \nthe affected Participants.\n\n\n                              ARTICLE VII\n\n                             DISTRIBUTIONS\n\n    7.1   Distribution of Deferred Compensation:  Termination of Service\n\n          (a) Retirement; Disability; Death.  In the event a \nParticipant's Service terminates as a result of Retirement, long-term \ndisability (as defined in the Company's long-term disability plan for \nemployees) or death, and provided further that such Participant does not \nreturn to Service prior to the Payment Commencement Date, the \nParticipant's Distributable Amount shall be paid to the Participant (and \nafter his or her death to his or her Beneficiary) in substantially equal \nquarterly installments over 15 years beginning on his or her Payment \nCommencement Date.  Notwithstanding the foregoing, a Participant may, in \nlieu of quarterly installments over 15 years, elect a cash lump sum \npayment or quarterly installments over five or 10 years by filing an \nelection with the Committee within 30 days of the date he or she first \nbecomes a Participant.\n\n          A Participant may change his or her form of distribution under \nthis subsection 7.1(a) provided that his or her change is filed with the \nCommittee at least one year prior to his or her Payment Commencement \nDate; otherwise, the most recent distribution election made by the \nParticipant one (1) or more years prior to the Payment Commencement Date \nshall govern.\n\n          Notwithstanding the foregoing, if the Participant's \nDistributable Amount is $25,000 or less, the Distributable Amount shall \nautomatically be distributed in the form of a cash lump sum on the \nParticipant's Payment Commencement Date.  If the Participant's \nDistributable Amount is paid in installments, the Participant's Account \nshall continue to be credited monthly with earnings pursuant to Section \n4.1(d) of the Plan and the installment amount shall be adjusted annually \nto reflect gains and losses until all amounts credited to his or her \nAccount under the Plan have been distributed.\n\n          Amounts payable pursuant to this subsection 7.1(a) shall be \nsubject to the limitation on payout under Section 7.5.\n\n          (b)   Other Termination.  In the case of a Participant whose \nService with the Company terminates for any reason other then Retirement, \nlong-term disability of death, the Participant's Distributable Amount \nshall be paid to the Participant in the form of a cash lump sum on the \nParticipant's Payment Commencement Date, provided that no such \ndistribution shall occur in the event the Participant returns to Service \nprior to the Payment Commencement Date.\n\n          (c)   Death While Receiving Benefits.  If the Participant is in \npay status at the time of death, the Beneficiary shall be paid the \nremaining quarterly installments as they come due.\n\n          (d)   Director's 1999 Transition Retirement Plan Distribution.  \nNotwithstanding the foregoing distribution provisions with respect to a \nParticipant's other Accounts, an electing Director's 1999 Transition \nRetirement Benefit and Company Stock subaccounts, shall be paid to such \nDirector (or his or her designated beneficiary) in a single lump sum \ndistribution upon the Director's Retirement, long-term disability or death.  \nDistributions of such subaccounts shall be made in shares of  Company\n\n    7.2   Scheduled and Unscheduled Withdrawals.\n\n\n(a)   Scheduled Withdrawals.  A Participant may, in connection \nwith his or her Compensation deferral election for a Plan Year, specify a \nwithdrawal (a \"Scheduled Withdrawal\") of all of his or her Account \nattributable to Compensation deferred for such Plan Year, including any\namounts credited with respect to such deferrals pursuant to Section \n4.1(d), subject to the following restrictions:\n\n                (1)  A Participant's Scheduled Withdrawal election must \nspecify a Scheduled Withdrawal date that is at least three years from the \ndate the election is received by the Company.\n\n                (2)  The election to take a Scheduled Withdrawal shall be \nmade by filing a form provided by and filed with the Committee.\n\n                (3)  The amount payable to a Participant in connection \nwith a Scheduled Withdrawal shall in all cases be 100% of the \nCompensation deferred for the Plan Year with respect to which the \nelection applies, together with any earnings credited to such amount \npursuant to Section 4.1(d), determined as of the end of the calendar \nmonth as of or preceding the month of the Scheduled Withdrawal date, \nprovided that no portion of the of the Participant's Account attributable \nto Company contributions pursuant to Section 3.2, if any, shall be \neligible for Scheduled Withdrawal.\n\n                (4)  A Participant may, at least one year prior to a \nScheduled Withdrawal date, revoke his or her Scheduled Withdrawal \nelection in favor of a later Scheduled Withdrawal date that is at least \none year later, provided that a Participant may not postpone a Scheduled \nWithdrawal more than twice. \n\n                (5)  Subject to Section 7.5, payment of a Scheduled \nWithdrawal shall be made in a single lump sum as soon as practicable \nafter the Scheduled Withdrawal date.\n\n                 (6)  A Participant's Scheduled Withdrawal election shall \nbecome void and of no effect upon termination of the Participant's \nemployment with the Company for any reason before the Participant's \nscheduled withdrawal date.  In such event, the distribution provisions of \nSection 7.1 shall apply.\n\n          (b)   Unscheduled Withdrawals.  Participants may request to \nwithdraw amounts from their Accounts attributable to Compensation \ndeferrals prior to termination of Service (an \"Unscheduled Withdrawal\").  \nUpon receiving an Unscheduled Withdrawal request, the Committee shall \ndetermine, in its discretion as applied in a uniform and \nnondiscriminating manner, whether to permit any such Unscheduled \nWithdrawal and the amount, if any, to be withdrawn, subject to the \nfollowing restrictions:\n\n                (1)  The election to take an Unscheduled Withdrawal shall \nbe made by filing a form provided by and filed with the Committee.\n\n                (2)  The amount payable to a Participant in connection \nwith an Unscheduled Withdrawal shall in all cases equal 90% of the amount \nrequested by the Participant or, if lesser, 90% of the Unscheduled \nWithdrawal amount approved by the Committee; provided, however, that the \nmaximum amount payable to a Participant in connection with an Unscheduled \nWithdrawal shall be 90% of the Distributable Amount as of the end of the \ncalendar month in which the Unscheduled Withdrawal election is made, and \nprovided further, that no portion of the amount attributable to Company \ncontributions pursuant to Section 3.2, if any, shall be eligible for an \nUnscheduled Withdrawal.\n\n                (3)  If a Participant receives an Unscheduled Withdrawal, \nthe remaining portion of the requested or approved amount, as applicable \n(i.e., 10% of such amount), shall be permanently forfeited and the \nCompany shall have no obligation to the Participant or his Beneficiary \nwith respects to such forfeited amount.\n\n                (4)  If a Participant receives an Unscheduled Withdrawal, \nthe Participant shall be ineligible to Participate in the Plan for the \nbalance of the Plan Year in which the Unscheduled Withdrawal occurs and \nthe following Plan Year.\n\n                (5)  A Participant shall be limited to two Unscheduled \nWithdrawals during the term of his or her Plan participation.\n\n                (6)  An Unscheduled Withdrawal pursuant to this Section \n7.2 of less than 90% of the Participant's Distributable Amount shall be \nmade pro rata from his or her assumed investments according to the \nbalances in such investments.  Subject to the foregoing and subject to \nthe Committee's approval, payment of any amount with respect to which a \nParticipant has filed a request under this Section 7.2 shall be made in a \nsingle cash lump sum as soon as practicable after the end of the calendar \nmonth in which the Withdrawal election is approved.\n\n    7.3   Unforeseeable Emergency.\n\n\n          The Committee may, pursuant to rules adopted by it and applied \nin a uniform manner, accelerate the date of distribution of a \nParticipant's Account because of an Unforeseeable Emergency at any time.  \n\"Unforeseeable Emergency\" shall mean an unforeseeable, severe financial \ncondition resulting from (a) a sudden and unexpected illness or accident \nof the Participant or his or her dependent (as defined in Section 152(a) \nof the Code); (b) loss of the Participant's property due to casualty; or \n(c) other similar extraordinary and unforeseeable circumstances arising \nas a result of events beyond the control of the Participant, but which \nmay not be relieved through other available resources of the Participant, \nas determined by the Committee in accordance with uniform rules adopted \nby it.  Unless the Committee, in its discretion, determines otherwise, \ndistribution pursuant to this subsection of less than the Participant's \nentire interest in the Plan shall be made pro rata from his or her \nassumed investments according to the balances in such investments.  \nSubject to the foregoing, payment of any amount with respect to which a \nParticipant has filed a request under this subsection shall be made in a \nsingle cash lump sum as soon as practicable after the end of the calendar \nmonth in which the Committee approves the Participant's request.\n\n    7.4   Change of Control.\n\n\n          Notwithstanding anything in this Section 7 to the contrary, \nincluding, but not limited to, Section 7.5 below, the Distributable \nAmount shall be paid to each Participant, or to the Beneficiary of each \ndeceased Participant, within 30 days after the date of a Change of \nControl.  Such amount shall be paid in such form as elected by the \nParticipant with respect to a distribution by reason of the Participant's \nRetirement or, if no such election has been filed, in a lump sum.\n\n    7.5   Section 162(m) Limitation\n\n\n          If the Committee determines in good faith prior to a Change of \nControl that there is a reasonable likelihood that all or any portion of \nany payment of benefits under this Section 7 to a Participant would not \nbe deductible for federal income tax purposes by the Company because of a \nlimitation on the total amount of the Participant's deductible \ncompensation from the Company, including any other such compensation \nalready paid to the Participant earlier in the same fiscal year of the \nCompany, the following shall apply:\n\n          (a)  Payment of the non-deductible amount shall be deferred \nuntil the first day of the following fiscal year of the Company;\n\n          (b)  If the amount deferred under subsection (a) would exceed \nthe limitation of the total amount of the Participant's deductible \ncompensation from the Company for the following fiscal year, the excess \nshall be deferred to the first day of the succeeding fiscal year in which \nthe deductibility of compensation paid or payable to the Participant will \nnot be so limited, subject to subsection (c); \n\n          (c) In no event shall any payment be deferred under this \nSection 7.5 more than three years from the date scheduled for payment \nunder this Section 7;\n\n          (d)  Adjustment for earning shall continue to be applied under \nSection 4.1(d) during the period of deferral under this Section 7.5.\n\n    7.6   Inability To Locate Participant\n\n\n          In the event that the Committee is unable to locate a \nParticipant or Beneficiary within two years following the Participant's \nDistribution Event, the amount allocated to the Participant's Deferral \nAccount shall be forfeited.  If, after such forfeiture, the Participant \nor Beneficiary later claims such benefit, such benefit (calculated \nimmediately prior to the forfeiture) shall be reinstated without interest \nor earnings.\n\n                               ARTICLE VIII\n\n                              ADMINISTRATION\n\n    8.1   Committee\n\n\n          A Committee shall be appointed by, and serve at the pleasure \nof, the Board.  The number of members comprising the Committee shall be \ndetermined by the Board which may from time to time vary the number of \nmembers.  A member of the Committee may resign by delivering a written \nnotice of resignation to the Board.  The Board may remove any member by \ndelivering a certified copy of its resolution of removal to such member.  \nVacancies in the membership of the Committee shall be filled promptly by \nthe Board.\n\n    8.2   Committee Action.\n\n\n          The Committee shall act at meetings by affirmative vote of a \nmajority of the members of the Committee.  Any action permitted to be \ntaken at a meeting may be taken without a meeting if, prior to such \naction, a written consent to the action is signed by all members of the \nCommittee and such written consent is filed with the minutes of the \nproceedings of the Committee.  A member of the Committee shall not vote \nor act upon any matter which relates solely to himself or herself as a \nParticipant.  The chairman or any other member or members of the \nCommittee designated by the chairman may execute any certificate or other \nwritten direction on behalf of the Committee.\n\n    8.3   Powers and Duties of the Committee.\n\n\n          (a)  The Committee, on behalf of the Participants and their \nBeneficiaries, shall enforce the Plan in accordance with its terms, shall \nbe charged with the general administration of the Plan and shall have all \npowers necessary to accomplish its purposes, including, but not by way of \nlimitation, the following:\n\n                 (1)  To select the funds to be the Funds in accordance \nwith Section 3.3 hereof;\n\n                 (2)  To construe and interpret the terms and provisions \nof this Plan;\n\n                 (3)  To amend, modify, suspend or terminate the Plan in \naccordance with Section 9.4;\n\n                 (4)  To compute and certify the amount and kind of \nbenefits payable to Participants and their Beneficiaries and to direct \nthe Trustee as to the distribution of Plan assets;\n\n                 (5)  To maintain all records that may be necessary for \nthe administration of the Plan;\n\n                  (6)  To provide for the disclosure of all information \nand the filing or provision of all reports and statements to \nParticipants, Beneficiaries or governmental agencies as shall be required \nby law;\n\n                  (7)  To make and publish such rules for the regulation \nof the Plan and procedures for the administration of the Plan as are not \ninconsistent with the terms hereof; and\n\n                  (8)  To appoint a plan administrator or any other  \nagent, and to delegate to them such powers and duties in connection with \nthe administration of the Plan as the Committee may from time to time \nprescribe.\n\n    8.4   Construction and Interpretation.\n\n\n          The Committee shall have full discretion to construe and \ninterpret the terms and provisions of this Plan, which interpretation or \nconstruction shall be final and binding on all parties, including but not \nlimited to the Company and any Participant or Beneficiary.  The Committee \nshall administer such terms and provisions in a uniform and \nnondiscriminatory manner and in full accordance with any and all laws \napplicable to the Plan.\n\n    8.5   Information.\n\n\nTo enable the Committee to perform its functions, the Company shall \nsupply full and timely information to the Committee on all matters \nrelating to the Compensation of all Participants, their death or other \ncause of termination, and such other pertinent facts as the Committee may \nreasonably require.\n\n    8.6   Compensation, Expenses and Indemnity.\n\n\n          (a) The members of the Committee shall serve without \ncompensation for their services hereunder.\n\n          (b)  The Committee is authorized at the expense of the Company \nto employ such legal counsel as it may deem advisable to assist in the \nperformance of its duties hereunder.  Expenses and fees in connection \nwith the administration of the Plan shall be paid by the Company.\n\n          (c)  To the extent permitted by applicable state law, the \nCompany shall indemnify and save harmless the Committee and each member \nthereof, the Board and any delegate of the Committee who is an employee \nof the Company against any and all expenses, liabilities and claims, \nincluding legal fees to defend against such liabilities and claims \narising out of their discharge in good faith of responsibilities under or \nincident to the Plan, other than expenses and liabilities arising out of \nwillful misconduct.  This indemnity shall not preclude such further \nindemnities as may be available under insurance purchased by the Company \nor provided by the Company under any bylaw, agreement or otherwise, as \nsuch indemnities are permitted under state law.\n\n    8.7   Quarterly Statements.\n\n          Under procedures established by the Committee, a Participant \nshall receive a statement with respect to such Participant's Account on a \nquarterly basis.\n\n\n                               ARTICLE IX\n\n                             MISCELLANEOUS\n\n    9.1   Unsecured General Creditor.\n\n\n          Participants and their Beneficiaries, heirs, successors, and \nassigns shall have no legal or equitable rights, claims, or interests in \nany specific property or assets of the Company.  No assets of the Company \nshall be held in any way as collateral security for the fulfilling of the \nobligations of the Company under this Plan.  Any and all of the Company's \nassets shall be, and remain, the general unpledged, unrestricted assets \nof the Company.  The Company's obligation under the Plan shall be merely \nthat of an unfunded and unsecured promise of the Company to pay money in \nthe future, and the rights of the Participants and Beneficiaries shall be \nno greater than those of unsecured general creditors.\n\n    9.2   Restriction Against Assignment.\n\n\n          The Company shall pay all amounts payable hereunder only to the \nperson or persons designated by the Plan and not to any other person or \ncorporation.  No part of a Participant's Account shall be liable for the \ndebts, contracts, or engagements of any Participant, his or her \nBeneficiary, or successors in interest, nor shall a Participant's Account \nbe subject to execution by levy, attachment, or garnishment or by any \nother legal or equitable proceeding, nor shall any such person have any \nright to alienate, anticipate, commute, pledge, encumber, or assign any \nbenefits or payments hereunder in any manner whatsoever.  If any \nParticipant, Beneficiary or successor in interest is adjudicated bankrupt \nor purports to anticipate, alienate, sell, transfer, assign, pledge, \nencumber or charge any distribution or payment from the Plan, voluntarily \nor involuntarily, the Committee, in its discretion, may cancel such \ndistribution or payment (or any part thereof) to or for the benefit of \nsuch Participant, Beneficiary or successor in interest in such manner as \nthe Committee shall direct.\n\n    9.3   Withholding.\n\n\n          There shall be deducted from each payment made under the Plan \nall taxes which are required to be withheld by the Company in respect to \nsuch payment.  The Company shall have the right to reduce any payment by \nthe amount of cash sufficient to provide the amount of said taxes.\n\n    9.4   Amendment, Modification, Suspension or Termination.\n\n\n          The Committee may amend, modify, suspend or terminate the Plan \nin whole or in part, except that no amendment, modification, suspension \nor termination shall have any retroactive effect to reduce any amounts \nallocated to a Participant's Account, provided that a termination or \nsuspension of the Plan or any Plan amendment or modification that will \nsignificantly increase costs to the Company shall be approved by the \nBoard.  In the event that this Plan is terminated, the timing of the \ndisposition of the amounts credited to a Participant's Account shall \noccur in accordance with Section 7.1, subject to earlier distribution at \nthe discretion of the Committee.\n\n    9.5   Governing Law.\n\n\n          This Plan shall be construed, governed and administered in \naccordance with the laws of the State of Oregon.\n\n    9.6   Receipt or Release.\n\n\n          Any payment to a Participant or the Participant's Beneficiary \nin accordance with the provisions of the Plan shall, to the extent \nthereof, be in full satisfaction of all claims against the Committee and \nthe Company.  The Committee may require such Participant or Beneficiary, \nas a condition precedent to such payment, to execute a receipt and \nrelease to such effect.\n\n    9.7   Payments on Behalf of Persons Under Incapacity.\n\n          In the event that any amount becomes payable under the Plan to \na person who, in the sole judgment of the Committee, is considered by \nreason of physical or mental condition to be unable to give a valid \nreceipt therefore, the Committee may direct that such payment be made to \nany person found by the Committee, in its sole judgment, to have assumed \nthe care of such person.  Any payment made pursuant to such determination \nshall constitute a full release and discharge of the Committee and the \nCompany.\n\n    9.8   No Employment Rights.\n\n          Participation in this Plan shall not confer upon any person any \nright to be employed by the Company or any other right not expressly \nprovided hereunder.\n\n    9.9   Headings, etc Not Part of Agreement.\n\n          Headings and subheadings in this Plan are inserted for \nconvenience of reference only and are not to be considered in the \nconstruction of the provisions hereof.\n\n    IN WITNESS WHEREOF, the Company has caused this document to be \nexecuted by its duly authorized officer on this _____ day of \n_______________, 2000.\n\n                                          NIKE, INC.\n\n                                          By:\n                                             ----------------------------\n                                          Title:\n                                                -------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8357],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9542],"class_list":["post-38758","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-nike-inc","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38758","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38758"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38758"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38758"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38758"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}