{"id":40174,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nonstatutory-stock-option-agreement-nonemployee-directors.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nonstatutory-stock-option-agreement-nonemployee-directors","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nonstatutory-stock-option-agreement-nonemployee-directors.html","title":{"rendered":"Nonstatutory Stock Option Agreement – Nonemployee Directors – NIKE, Inc."},"content":{"rendered":"

NIKE, INC. <\/strong><\/p>\n

1990 STOCK INCENTIVE PLAN <\/strong><\/p>\n

NON-STATUTORY STOCK OPTION AGREEMENT <\/strong><\/p>\n

(for Non-Employee Directors) <\/strong><\/p>\n

Pursuant to the 1990 Stock Incentive Plan (the “Plan”) of NIKE, Inc., an
\nOregon corporation (the “Company”), the Company grants to (the “Optionee”) the
\nright and the option (the “Option”) to purchase all or any part of shares of the
\nCompany153s Class B Common Stock at a purchase price of $ <\/u>per share,
\nsubject to the terms and conditions of this agreement between the Company and
\nthe Optionee (this “Agreement”). By accepting this Option grant, the Optionee
\nagrees to all of the terms and conditions of the Option grant. The terms and
\nconditions of the Option grant set forth in attached Exhibit A are incorporated
\ninto and made a part of this Agreement. Capitalized terms not explicitly defined
\nin this Agreement but defined in the Plan shall have the same definitions as in
\nthe Plan.<\/p>\n

1. Grant Date; Expiration Date.<\/strong> The Grant Date for this
\nOption is September , 201 <\/u>, which was the date of the Company153s 201
\n<\/u>annual meeting of shareholders. The Option shall continue in effect until
\nSeptember , 202 <\/u>(the “Expiration Date”) unless earlier terminated as
\nprovided in Sections 1 or 5 of Exhibit A. The Option shall not be exercisable on
\nor after the Expiration Date.<\/p>\n

2. Vesting of Option.<\/strong> Until it expires or is terminated as
\nprovided in Sections 1 or 5 of Exhibit A, the Option may be exercised from time
\nto time to purchase whole shares as to which it has become exercisable. The
\nOption shall become exercisable for 100% of the shares on the date (the “Vesting
\nDate”) that is the earlier of (a) the date of the first annual meeting of
\nshareholders of the Company held after the Grant Date, or (b) the last day of
\nthe 12th full calendar month following the Grant Date.<\/p>\n

3. Non-Statutory Stock Option.<\/strong> The Company hereby designates
\nthe Option to be a non-statutory stock option, rather than an Incentive Stock
\nOption as defined in Section 422 of the United States Internal Revenue Code of
\n1986, as amended.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

NIKE, Inc.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Mark G. Parker,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

NIKE, INC. <\/strong><\/p>\n

EXHIBIT A TO <\/strong><\/p>\n

1990 STOCK INCENTIVE PLAN <\/strong><\/p>\n

NON-STATUTORY STOCK OPTION AGREEMENT <\/strong><\/p>\n

(for Non-Employee Directors) <\/strong><\/p>\n

1. Termination of Employment or Service<\/strong>.<\/p>\n

1.1 General Rule.<\/strong> Except as provided in this Section 1, the
\nOption may not be exercised unless at the time of exercise the Optionee is
\nemployed by or in the service of the Company and shall have been so employed or
\nprovided such service continuously since the Grant Date. For purposes of this
\nAgreement, the Optionee is considered to be employed by or in the service of the
\nCompany if the Optionee is employed by or in the service of the Company or any
\nparent or subsidiary corporation of the Company (an “Employer”).<\/p>\n

1.2 Termination Generally.<\/strong> If the Optionee153s employment or
\nservice with the Company terminates for any reason other than total disability
\nor death, as provided in Sections 1.3 or 1.4, the Option may be exercised at any
\ntime before the Expiration Date or the expiration of four years after the date
\nof termination, whichever is the shorter period, but only if and to the extent
\nthe Optionee was entitled to exercise the Option at the date of termination.\n<\/p>\n

1.3 Termination Because of Total Disability.<\/strong> If the
\nOptionee153s employment or service with the Company terminates because of total
\ndisability, the Option shall, following the receipt and processing by the
\nCompany153s legal department of any necessary and appropriate documentation in
\nconnection with the Optionee153s termination (the “Processing Period”), become
\nexercisable in full and may be exercised at any time before the Expiration Date
\nor before the date that is four years after the date of termination, whichever
\nis the shorter period. The term “total disability” means a medically
\ndeterminable mental or physical impairment that is expected to result in death
\nor has lasted or is expected to last for a continuous period of 12 months or
\nmore and that, in the opinion of the Company and two independent physicians,
\ncauses the Optionee to be unable to perform duties as an employee, director,
\nofficer or consultant of the Employer and unable to be engaged in any
\nsubstantial gainful activity. Total disability shall be deemed to have occurred
\non the first day after the two independent physicians have furnished their
\nwritten opinion of total disability to the Company and the Company has reached
\nan opinion of total disability.<\/p>\n

1.4 Termination Because of Death.<\/strong> If the Optionee dies while
\nemployed by or in the service of the Company, the Option shall, following the
\nProcessing Period, become exercisable in full and may be exercised at any time
\nbefore the Expiration Date or before the date that is four years after the date
\nof death, whichever is the shorter period, but only by the person or persons to
\nwhom the Optionee153s rights under the Option shall pass by the Optionee153s will or
\nby the laws of descent and distribution of the state or country of domicile at
\nthe time of death.<\/p>\n

1.5 Absence on Leave.<\/strong> Absence on leave or on account of
\nillness or disability under rules established by the committee of the Board of
\nDirectors of the Company<\/p>\n

1<\/p>\n

\n

appointed to administer the Plan (the “Committee”) shall not be deemed an
\ninterruption of employment or service.<\/p>\n

1.6 Failure to Exercise Option.<\/strong> To the extent that following
\ntermination of employment or service, the Option is not exercised within the
\napplicable periods described above, all further rights to purchase shares
\npursuant to the Option shall cease and terminate.<\/p>\n

2. Method of Exercise of Option.<\/strong> The Option may be exercised
\nonly by notice in writing from the Optionee to the Company, or a broker
\ndesignated by the Company, of the Optionee153s binding commitment to purchase
\nshares, specifying the number of shares the Optionee desires to purchase under
\nthe Option and the date on which the Optionee agrees to complete the transaction
\nand, if required to comply with the Securities Act of 1933, containing a
\nrepresentation that it is the Optionee153s intention to acquire the shares for
\ninvestment and not with a view to distribution (the “Exercise Notice”). On or
\nbefore the date specified for completion of the purchase, the Optionee must pay
\nthe Company the full purchase price of those shares by either of, or a
\ncombination of, the following methods at the election of the Optionee: (a) cash
\npayment by wire transfer; or (b) delivery of an Exercise Notice, together with
\nirrevocable instructions to a broker to deliver promptly to the Company the
\namount of sale proceeds required to pay the full purchase price. Unless the
\nCommittee determines otherwise, no shares shall be issued upon exercise of an
\nOption until full payment for the shares has been made, including all amounts
\nowed for tax withholding. The Optionee shall, immediately upon notification of
\nthe amount due, if any, also pay to the Company by wire transfer, or irrevocably
\ninstruct a broker to pay from stock sales proceeds, amounts necessary to satisfy
\nany applicable federal, state and local tax withholding requirements. If
\nadditional withholding is or becomes required (as a result of exercise of the
\nOption or as a result of disposition of shares acquired pursuant to exercise of
\nthe Option) beyond any amount deposited before delivery of the certificates, the
\nOptionee shall pay such amount to the Company, by wire transfer, on demand. If
\nthe Optionee fails to pay the amount demanded, the Company or the Employer may
\nwithhold that amount from other amounts payable to the Optionee, including
\nsalary, subject to applicable law.<\/p>\n

3. Nontransferability.<\/strong> The Option is nonassignable and
\nnontransferable by the Optionee, either voluntarily or by operation of law,
\nexcept by will or by the laws of descent and distribution of the state or
\ncountry of the Optionee153s domicile at the time of death, and during the
\nOptionee153s lifetime, the Option is exercisable only by the Optionee.<\/p>\n

4. Changes in Capital Structure.<\/strong> If the outstanding shares
\nof Common Stock of the Company are hereafter increased or decreased or changed
\ninto or exchanged for a different number or kind of shares or other securities
\nof the Company by reason of any recapitalization, reclassification, stock split,
\ncombination of shares or dividend payable in shares, appropriate adjustment
\nshall be made by the Committee in the number and kind of shares subject to the
\nOption, and the purchase price for shares subject to the Option, so that the
\nOptionee153s proportionate interest before and after the occurrence of the event
\nis maintained. Notwithstanding the foregoing, the Committee shall have no
\nobligation to effect any adjustment that would or might result in the issuance
\nof fractional shares, and any fractional shares resulting from any adjustment
\nmay be disregarded or provided for in any manner determined by the Committee.
\nAny such adjustments made by the Committee shall be conclusive.<\/p>\n

2<\/p>\n

\n

5. Sale of the Company; Change in Control<\/strong>.<\/p>\n

5.1 Sale of the Company<\/strong>. If there shall occur a merger,
\nconsolidation or plan of exchange involving the Company pursuant to which the
\noutstanding shares of Common Stock of the Company are converted into cash or
\nother stock, securities or property, or a sale, lease, exchange or other
\ntransfer (in one transaction or a series of related transactions) of all, or
\nsubstantially all, the assets of the Company, then either:<\/p>\n

5.1.1 the Option shall be converted into an option to acquire stock of the
\nsurviving or acquiring corporation in the applicable transaction for a total
\npurchase price equal to the total price applicable to the unexercised portion of
\nthe Option, and with the amount and type of shares subject thereto and purchase
\nprice per share thereof to be conclusively determined by the Committee, taking
\ninto account the relative values of the companies involved in the applicable
\ntransaction and the exchange rate, if any, used in determining shares of the
\nsurviving corporation to be held by the former holders of the Company153s Class B
\nCommon Stock following the applicable transaction, and disregarding fractional
\nshares; or<\/p>\n

5.1.2 the Option will become exercisable in full effective as of the
\nconsummation of such transaction, and the Committee shall approve some
\narrangement by which the Optionee shall have a reasonable opportunity to
\nexercise the Option effective as of the consummation of such transaction or
\notherwise realize the value of the Option, as determined by the Committee. If
\nthe Option is not exercised in accordance with procedures approved by the
\nCommittee, the Option shall terminate (notwithstanding any provisions apparently
\nto the contrary in this Agreement).<\/p>\n

5.2 Change in Control<\/strong>. If Section 5.1.2 does not apply, the
\nOption shall, following a reasonable Processing Period, become exercisable in
\nfull and remain exercisable until the Expiration Date or the date otherwise
\nprovided in Section 1, whichever is the shorter period, if a Change in Control
\n(as defined below) occurs and either as a result of the Change of Control or at
\nany time after the earlier of Shareholder Approval (as defined below), if any,
\nor the Change in Control and on or before the Vesting Date, (i) the Optionee is
\nremoved or not re-elected as a director of the Company by the Company153s
\nshareholders without Cause (as defined below), or (ii) the Optionee resigns as a
\ndirector of the Company for Good Reason (as defined below).<\/p>\n

5.2.1 For purposes of this Agreement, a “Change in Control<\/strong>”
\nof the Company shall mean the occurrence of any of the following events:<\/p>\n

(a) At any time during a period of two consecutive years, individuals who at
\nthe beginning of such period constituted the Board of Directors of the Company
\n(“Incumbent Directors”) shall cease for any reason to constitute at least a
\nmajority thereof; provided, however, that the term “Incumbent Director” shall
\nalso include each new director elected during such two-year period whose
\nnomination or election was approved by two-thirds of the Incumbent Directors
\nthen in office;<\/p>\n

3<\/p>\n

\n

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

(c) At any time after such time as the holders of the Class A Common Stock of
\nthe Company cease to have the right to elect (voting as a separate class) a
\nmajority of the members of the Board of Directors of the Company, any “person”
\nor “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange
\nAct) shall, as a result of a tender or exchange offer, open market purchases or
\nprivately negotiated purchases from anyone other than the Company, have become
\nthe beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act),
\ndirectly or indirectly, of securities of the Company ordinarily having the right
\nto vote for the election of directors (“Voting Securities”) representing thirty
\npercent (30%) or more of the combined voting power of the then outstanding
\nVoting Securities;<\/p>\n

(d) A consolidation, merger or plan of exchange involving the Company
\n(“Merger”) as a result of which the holders of outstanding Voting Securities
\nimmediately prior to the Merger do not continue to hold at least 50% of the
\ncombined voting power of the outstanding Voting Securities of the surviving
\ncorporation or a parent corporation of the surviving corporation immediately
\nafter the Merger, disregarding any Voting Securities issued to or retained by
\nsuch holders in respect of securities of any other party to the Merger; or<\/p>\n

(e) A sale, lease, exchange, or other transfer (in one transaction or a
\nseries of related transactions) of all or substantially all of the assets of the
\nCompany.<\/p>\n

5.2.2 For purposes of this Agreement, “Shareholder
\nApproval<\/strong>” shall mean approval by the shareholders of the Company of a
\ntransaction, the consummation of which would be a Change in Control.<\/p>\n

5.2.3 For purposes of this Agreement, “Cause<\/strong>” shall mean (a)
\nthe willful and continued failure to perform substantially the Optionee153s duties
\nas a director of the Company (other than any such failure resulting from
\nincapacity due to physical or mental illness) after a demand for substantial
\nperformance is delivered to the Optionee by the Company which specifically
\nidentifies the manner in which the Company believes that the Optionee has not
\nsubstantially performed the Optionee153s duties, or (b) the willful engagement in
\nillegal conduct which is materially and demonstrably injurious to the Company.
\nNo act, or failure to act, shall be considered “willful” if the Optionee<\/p>\n

4<\/p>\n

\n

reasonably believed that the action or omission was in, or not opposed to,
\nthe best interests of the Company.<\/p>\n

5.2.4 For purposes of this Agreement, “Good Reason<\/strong>” shall
\nmean:<\/p>\n

(a) the Company ceases to be a public company whose Class B Common Stock is
\ntraded on the New York Stock Exchange or other comparable securities exchange,\n<\/p>\n

(b) the Board of Directors of the Company, any holder of more than fifty
\npercent (50%) of the then outstanding Class A Common Stock of the Company, or
\nany holder of Voting Securities representing thirty percent (30%) or more of the
\ncombined voting power of the then outstanding Voting Securities requests the
\nOptionee to resign as a director of the Company; or<\/p>\n

(c) a reduction in the Optionee153s director compensation as in effect
\nimmediately prior to Shareholder Approval, if applicable, or the Change in
\nControl.<\/p>\n

6. Conditions on Obligations.<\/strong> The Company shall not be
\nobligated to issue shares of Class B Common Stock upon exercise of the Option if
\nthe Company is advised by its legal counsel that such issuance would violate
\napplicable state or federal laws, including securities laws.<\/p>\n

7. No Right to Employment or Service.<\/strong> Nothing in the Plan or
\nthis Agreement shall (a) confer upon the Optionee any right to be continued in
\nthe employment of an Employer or interfere in any way with the Employer153s right
\nto terminate the Optionee153s employment at will at any time, for any reason, with
\nor without cause, or to decrease the Optionee153s compensation or benefits, or (b)
\nconfer upon the Optionee any right to be retained or employed by the Employer or
\nto the continuation, extension, renewal or modification of any compensation,
\ncontract or arrangement with or by the Employer. The determination of whether to
\ngrant any option under the Plan is made by the Company in its sole discretion.
\nThe grant of the Option shall not confer upon the Optionee any right to receive
\nany additional option or other award under the Plan or otherwise.<\/p>\n

8. Successors of Company.<\/strong> This Agreement shall be binding
\nupon and shall inure to the benefit of any successor of the Company but, except
\nas provided herein, the Option may not be assigned or otherwise transferred by
\nthe Optionee.<\/p>\n

9. Rights as a Shareholder. <\/strong>The Optionee shall have no
\nrights as a shareholder with respect to any shares of Class B Common Stock until
\nthe date the Optionee becomes the holder of record of those shares. No
\nadjustment shall be made for dividends or other rights for which the record date
\noccurs before the date the Optionee becomes the holder of record.<\/p>\n

10. Amendments.<\/strong> The Company may at any time amend this
\nAgreement to extend the expiration periods provided in Section 1 or to increase
\nthe portion of the Option that is exercisable. Otherwise, this Agreement may not
\nbe amended without the written consent of the Optionee and the Company.<\/p>\n

5<\/p>\n

\n

11. Committee Determinations. <\/strong>The Optionee agrees to accept
\nas binding, conclusive and final all decisions and interpretations of the
\nCommittee or other administrator of the Plan as to the provisions of the Plan or
\nthis Agreement or any questions arising thereunder.<\/p>\n

12. Governing Law; Attorneys153 Fees.<\/strong> The Option grant and the
\nprovisions of this Agreement are governed by, and subject to, the laws of the
\nState of Oregon. For purposes of litigating any dispute that arises under this
\ngrant or the Agreement, the parties hereby submit to and consent to the
\njurisdiction of, and agree that such litigation shall be conducted in, the
\ncourts of Washington County, Oregon or the United States District Court for the
\nDistrict of Oregon, where this grant is made and\/or to be performed. In the
\nevent either party institutes litigation hereunder, the prevailing party shall
\nbe entitled to reasonable attorneys153 fees to be set by the trial court and, upon
\nany appeal, the appellate court.<\/p>\n

13. Electronic Delivery.<\/strong> The Company may, in its sole
\ndiscretion, decide to deliver any documents related to current or future
\nparticipation in the Plan by electronic means. The Optionee hereby consents to
\nreceive such documents by electronic delivery and agrees to participate in the
\nPlan through an on-line or electronic system established and maintained by the
\nCompany or a third party designated by the Company.<\/p>\n

14. Severability.<\/strong> The provisions of this Agreement are
\nseverable and if any one or more provisions are determined to be illegal or
\notherwise unenforceable, in whole or in part, the remaining provisions shall
\nnevertheless be binding and enforceable.<\/p>\n

15. Complete Agreement.<\/strong> This Agreement constitutes the
\nentire agreement between the Optionee and the Company, both oral and written
\nconcerning the matters addressed herein, and all prior agreements or
\nrepresentations concerning the matters addressed herein, whether written or
\noral, express or implied, are terminated and of no further effect.<\/p>\n

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