{"id":39904,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-performance-sharing-plan-nike-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-performance-sharing-plan-nike-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-performance-sharing-plan-nike-inc.html","title":{"rendered":"Executive Performance Sharing Plan – Nike Inc."},"content":{"rendered":"

NIKE, INC. EXECUTIVE PERFORMANCE SHARING PLAN<\/strong><\/p>\n

\n<\/p>\n<\/p>\n

This is the Executive Performance Sharing Plan of NIKE, Inc. for the payment
\nof incentive compensation to designated employees.<\/p>\n<\/p>\n<\/p>\n

Section 1. Definitions.<\/strong> The following terms have the
\nfollowing meanings:<\/p>\n<\/p>\n<\/p>\n

Board<\/em>: The Board of Directors of the Company.<\/p>\n<\/p>\n<\/p>\n

Code<\/em>: The Internal Revenue Code of 1986, as amended.<\/p>\n<\/p>\n<\/p>\n

Committee<\/em>: The Compensation Committee of the Board, provided
\nhowever, if the Compensation Committee of the Board is not composed entirely of
\nOutside Directors, the “Committee” shall mean a committee composed entirely of
\nat least two Outside Directors appointed by the Board from time to time.<\/p>\n<\/p>\n<\/p>\n

Company<\/em>: NIKE, Inc.<\/p>\n<\/p>\n<\/p>\n

Exchange Act<\/em>: The Securities Exchange Act of 1934, as amended.<\/p>\n<\/p>\n<\/p>\n

Outside Directors<\/em>: The meaning ascribed to this term in Section
\n162(m) of the Code and the regulations proposed or adopted thereunder.<\/p>\n<\/p>\n<\/p>\n

Performance Target<\/em>: An objectively determinable level of performance
\nas selected by the Committee to measure performance of the Company or any
\nsubsidiary, division, or other unit of the Company for the Year based on one or
\nmore of the following: net income, net income before taxes, operating income,
\nearnings before interest and taxes, revenues, return on sales, return on equity,
\nearnings per share, total shareholder return, or any of the foregoing before the
\neffect of acquisitions, divestitures, accounting changes, restructuring, or
\nother special charges, as determined by the Committee at the time of
\nestablishing a Performance Target.<\/p>\n<\/p>\n<\/p>\n

Plan<\/em>: The Executive Performance Sharing Plan of the Company.<\/p>\n<\/p>\n<\/p>\n

Target Award<\/em>: An amount of cash compensation to be paid to a Plan
\nparticipant based on achievement of a particular Performance Target level
\nestablished by the Committee, expressed as a percentage of the participant’s
\nbase salary at the beginning of the Year, determined in accordance with
\nguidelines established by the Committee.<\/p>\n<\/p>\n<\/p>\n

Year<\/em>: The fiscal year of the Company.<\/p>\n<\/p>\n<\/p>\n

Section 2. Objectives<\/strong>. The objectives of the Plan are to:\n<\/p>\n<\/p>\n<\/p>\n

(a) recognize and reward on an annual basis the Company’s corporate officers
\nfor their contributions to the overall profitability and performance of the
\nCompany; and<\/p>\n<\/p>\n<\/p>\n

(b) qualify compensation under the Plan as “performance-based compensation”
\nwithin the meaning of Section 162(m) of the Code and the regulations promulgated
\nthereunder.<\/p>\n<\/p>\n<\/p>\n

Section 3. Administration<\/strong>. The Plan will be administered by
\nthe Committee. Subject to the provisions of the Plan, the Committee will have
\nfull authority to interpret the Plan, to establish and amend rules and
\nregulations relating to it, to determine the terms and provisions for making
\nawards and to make all other determinations necessary or advisable for the
\nadministration of the Plan.<\/p>\n<\/p>\n<\/p>\n

Section 4. Participation<\/strong>. Participation in the Plan shall be
\nlimited to individuals who are corporate officers of the Company.<\/p>\n<\/p>\n<\/p>\n

Section 5. Determination of the Performance Targets and
\nAwards<\/strong>. The Committee shall determine, in its sole discretion, the
\nPerformance Targets and Target Award opportunities for each participant, within
\n90 days of the beginning of each Year. The Committee may establish (i) several
\nPerformance Target levels for each participant, each corresponding to a
\ndifferent Target Award opportunity, and (ii) different Performance Targets and
\nTarget Award opportunities for each participant in the Plan. The maximum Target
\nAward opportunity under the Plan for a participant in any Year shall be the
\nlesser of 200% of the participant’s base salary established at the beginning of
\nthe Year, or $5 million.<\/p>\n<\/p>\n<\/p>\n

Section 6. Determination of Plan Awards<\/strong>. At the conclusion
\nof the Year, in accordance with Section 162(m)(4)(C)(iii) of the Code, prior to
\nthe payment of any award under the Plan, the Committee shall certify in the
\nCommittee’s internal meeting minutes the attainment of the Performance Targets
\nfor the Year and the calculation of the awards. No award shall be paid if the
\nrelated Performance Target is not met. In no event shall an award to any
\nparticipant exceed the lesser of 200% of the participant’s base salary, or $5
\nmillion. The Committee may, in its sole discretion, reduce or eliminate any
\nparticipant’s calculated award based on circumstances relating to the
\nperformance of the Company or the participant. Awards will be paid in cash as
\nsoon as practicable following the Committee’s certification of the awards.<\/p>\n<\/p>\n<\/p>\n

Section 7. Termination of Employment<\/strong>. The terms of a Target
\nAward may provide that in the event of a participant’s termination of employment
\nfor any reason during a Year, the participant (or his or her beneficiary) will
\nreceive, at the time provided in Section 6, all or any portion of the award to
\nwhich the participant would otherwise have been entitled.<\/p>\n<\/p>\n<\/p>\n

Section 8. Clawback Policy<\/strong>. Unless otherwise provided at the
\ntime of establishing a Target Award, all awards under the Plan shall be subject
\nto the NIKE, Inc. Policy for Recoupment of Incentive Compensation as approved by
\nthe Committee and in effect at the time the Target Award is established, or such
\nother policy for “clawback” of incentive compensation as may be approved from
\ntime to time by the Committee, and by acceptance of any payment of any Award
\neach participant expressly agrees to repay to the Company any amount that may be
\nrequired to be repaid under the applicable policy.<\/p>\n<\/p>\n<\/p>\n

Section 9. Miscellaneous<\/strong>.<\/p>\n<\/p>\n<\/p>\n

(a) Amendment and Termination of the Plan<\/strong>. The Committee
\nwith the approval of the Board may amend, modify or terminate the Plan at any
\ntime and from time to time except insofar as approval by the Company’s
\nshareholders is required pursuant to Section 162(m)(4)(C)(ii) of the Code. The
\nPlan shall terminate at the first shareholder meeting that occurs in the fifth
\nYear after the Company’s shareholders approve the Plan. Notwithstanding the
\nforegoing, no such amendment, modification or termination shall affect the
\npayment of Target Awards previously established.<\/p>\n<\/p>\n<\/p>\n

(b) No Assignment<\/strong>. Except as otherwise required by
\napplicable law, no interest, benefit, payment, claim or right of any participant
\nunder the plan shall be subject in any manner to any claims of any creditor of
\nany participant or beneficiary, nor to alienation by anticipation, sale,
\ntransfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of
\nany kind, and any attempt to take any such action shall be null and void.<\/p>\n<\/p>\n<\/p>\n

(c) No Rights to Employment<\/strong>. Nothing contained in the Plan
\nshall give any person the right to be retained in the employment of the Company
\nor any of its subsidiaries. The Company reserves the right to terminate a
\nparticipant at any time for any reason notwithstanding the existence of the
\nPlan.<\/p>\n<\/p>\n<\/p>\n

(d) Beneficiary Designation<\/strong>. The Committee shall establish
\nsuch procedures as it deems necessary for a participant to designate a
\nbeneficiary to whom any amounts would be payable in the event of a participant’s
\ndeath.<\/p>\n<\/p>\n<\/p>\n

(e) Plan Unfunded<\/strong>. The entire cost of the Plan shall be paid
\nfrom the general assets of the Company. The rights of any person to receive
\nbenefits under the Plan shall be only those of a general unsecured creditor, and
\nneither the Company nor the Board nor the Committee shall be responsible for the
\nadequacy of the general assets of the Company to meet and discharge Plan
\nliabilities, nor shall the Company be required to reserve or otherwise set aside
\nfunds for the payment of its obligations hereunder.<\/p>\n<\/p>\n<\/p>\n

(f) Applicable Law<\/strong>. The Plan and all rights thereunder shall
\nbe governed by and construed in accordance with the laws of the State of Oregon.\n<\/p>\n<\/p>\n<\/p>\n<\/p><\/p>\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":[9539,9546],"class_list":["post-39904","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39904","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=39904"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39904"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39904"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39904"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}