{"id":40269,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/policy-for-recoupment-of-incentive-compensation-nike-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"policy-for-recoupment-of-incentive-compensation-nike-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/policy-for-recoupment-of-incentive-compensation-nike-inc.html","title":{"rendered":"Policy for Recoupment of Incentive Compensation – NIKE, Inc."},"content":{"rendered":"

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

\n

Policy for Recoupment of Incentive
\nCompensation<\/strong><\/p>\n

\n<\/p>\n

If NIKE, Inc. (the “Company”) is required to prepare an accounting
\nrestatement for any fiscal quarter or year commencing after May 31, 2010 due to
\nthe material noncompliance of the Company with any financial reporting
\nrequirement, and the Board of Directors of the Company (the “Board”) determines
\nthat the Misconduct (as defined below) of any person who was an executive
\nofficer of the Company at the time of the Misconduct (an “Affected Officer”)
\ncontributed to the noncompliance which resulted in the obligation to restate the
\nCompany153s financial statements, the Board of Directors may require the Affected
\nOfficer to repay to the Company all or part of the following:<\/p>\n<\/p>\n

(a) the full amount of any bonus received by the Affected Officer under the
\nCompany153s Executive Performance Sharing Plan (“PSP”) that was calculated based
\non the financial statements that were subsequently restated;<\/p>\n<\/p>\n

(b) the full amount of any payout received by the Affected Officer under the
\nCompany153s Long-Term Incentive Plan (“LTIP”) with respect to an award granted
\nafter May 31, 2010 that was calculated in whole or in part based on the
\nfinancial statements that were subsequently restated;<\/p>\n<\/p>\n

(c) the full amount of any Profit Sharing Make Up Contribution (as defined in
\nthe Company153s Deferred Compensation Plan (“DCP”)) credited to the account of the
\nAffected Officer under the DCP with respect to the fiscal year for which
\nfinancial statements were subsequently restated; and<\/p>\n<\/p>\n

(d) if, after the release of earnings for any period with respect to which
\nfinancial statements were subsequently restated and prior to the announcement of
\nsuch restatement, the Affected Officer sold any shares of Company common stock
\nacquired pursuant to an option or other award granted after May 31, 2010 under
\nthe Company153s 1990 Stock Incentive Plan, the excess of (i) the actual aggregate
\nsales proceeds from the Affected Officer153s sale of those shares, over (ii) the
\naggregate sales proceeds the Affected Officer would have received from the sale
\nof those shares at a price per share determined appropriate by the Board in its
\ndiscretion to reflect what the Company153s common stock price would have been if
\nthe restatement had occurred prior to such sales; provided, however, that the
\naggregate sales proceeds determined by the Board under this clause (ii) with
\nrespect to shares acquired upon exercise of an option shall not be less than the
\naggregate exercise price paid for those shares.<\/p>\n<\/p>\n

“Misconduct” shall mean willful commission of an act of fraud or dishonesty
\nor recklessness in the performance of a person153s duties. If an amount repaid to
\nthe Company under this Policy will not be fully deductible by the Affected
\nOfficer, the Board shall reduce the amount to be repaid by the amount determined
\nby the Board to reasonably take into account the tax consequences of such
\nrepayment.<\/p>\n<\/p>\n

If any portion of a PSP or LTIP payout was deferred under the DCP, any amount
\nto be repaid with respect to that payout shall first be recovered by canceling
\nthe amount so deferred under the DCP and any investment returns credited under
\nthe DCP with respect to such cancelled amount. Similarly, any Profit Sharing
\nMake Up Contribution under the DCP that is required to be repaid shall be
\nrecovered by canceling such amount and any investment returns credited under the
\nDCP with respect to such cancelled amount. The Company may seek direct repayment
\nfrom the Affected Officer of any amount not so recovered and may, to the extent
\npermitted by applicable law, offset such amount against any compensation or
\nother amounts owed by the Company to the Affected Officer. In particular,
\namounts to be repaid under this Policy may be recovered by offset against the
\nafter-tax proceeds of deferred compensation payouts under the DCP at the times
\nsuch deferred compensation payouts occur under the terms of the DCP. Any amount
\nthat remains unpaid for more than 30 days after demand by the Company shall
\naccrue interest at the rate of nine percent (9%) per year, compounded at the end
\nof each calendar quarter, until paid.<\/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-40269","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\/40269","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=40269"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40269"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40269"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40269"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}