{"id":40352,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-grant-agreement-nike-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-grant-agreement-nike-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-grant-agreement-nike-inc.html","title":{"rendered":"Restricted Stock Grant Agreement – NIKE, Inc."},"content":{"rendered":"

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

\n

RESTRICTED STOCK AGREEMENT<\/strong><\/p>\n

\n<\/p>\n

Pursuant to paragraph 7 of the 1990 Stock Incentive Plan (the “Plan”) of
\nNIKE, Inc., an Oregon corporation (the “Company”), and effective as of
\n___________ (the “Grant Date”), the Company hereby grants restricted stock to
\n______________________________ (the “Recipient”), subject to the terms and
\nconditions of this agreement between the Company and the Recipient (this
\n“Agreement”). By accepting this restricted stock grant, the Recipient agrees to
\nall of the terms and conditions of this Agreement. Capitalized terms not defined
\nin this Agreement shall have the meanings ascribed to them in the Plan.<\/p>\n<\/p>\n<\/p>\n

1. Grant of Restricted Stock<\/u>. Subject to the terms and conditions of
\nthis Agreement, the Company hereby grants to the Recipient ____________________
\nshares of Class B Common Stock of the Company (the “Restricted Shares”). The
\nRestricted Shares are subject to forfeiture to the Company as set forth in
\nSection 3 below.<\/p>\n<\/p>\n<\/p>\n

2. Vesting<\/u>.<\/p>\n<\/p>\n<\/p>\n

2.1 Generally<\/u>. All of the Restricted Shares shall initially be
\nunvested, and shall vest with respect to one-third of the total Restricted
\nShares on each of the first three anniversaries of the Grant Date (provided that
\nthe Recipient is employed by or in the service of the Company on the applicable
\nvesting date). For purposes of this Agreement, the Recipient is considered to be
\nemployed by or in the service of the Company if the Recipient is employed by or
\nin the service of the Company or any parent or subsidiary corporation of the
\nCompany (an “Employer”).<\/p>\n<\/p>\n<\/p>\n

2.2 Acceleration Upon Death or Disability<\/u>. If the Recipient ceases to
\nbe employed by or in the service of the Company as a result of death or physical
\ndisability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
\nof 1986, as amended), all of the Restricted Shares shall immediately vest.<\/p>\n<\/p>\n<\/p>\n

2.3 Double Trigger Acceleration on Change in Control<\/u>. All of the
\nRestricted Shares shall immediately vest if a Change in Control (as defined
\nbelow) occurs and at any time after the earlier of Shareholder Approval (as
\ndefined below), if any, or the Change in Control and on or before the second
\nanniversary of the Change in Control, (i) the Recipient153s employment or service
\nis terminated by the Company (or its successor) without Cause (as defined
\nbelow), or (ii) the Recipient153s employment or service is terminated by the
\nRecipient for Good Reason (as defined below).<\/p>\n<\/p>\n<\/p>\n

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

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

2.3.3 For purposes of this Agreement, “Cause<\/strong>” shall mean (a)
\nthe willful and continued failure to perform substantially the Recipient153s
\nreasonably assigned duties with the Company or the Employer (other than any such
\nfailure resulting from incapacity due to physical or mental illness) after a
\ndemand for substantial performance is delivered to the Recipient by the Company
\nor the Employer which specifically identifies the manner in which the Company or
\nthe Employer believes that the Recipient has not substantially performed the
\nRecipient153s duties, or (b) the willful engagement in illegal conduct which is
\nmaterially and demonstrably injurious to the Company or the Employer. No act, or
\nfailure to act, shall be considered “willful” if the Recipient reasonably
\nbelieved that the action or omission was in, or not opposed to, the best
\ninterests of the Company or the Employer.<\/p>\n<\/p>\n<\/p>\n

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

(a) the assignment of a different title, job or responsibilities that results
\nin a decrease in the level of responsibility of the Recipient after Shareholder
\nApproval, if applicable, or the Change in Control when compared to the
\nRecipient153s level of responsibility for the Company153s or the Employer153s
\noperations prior to Shareholder Approval, if applicable, or the Change in
\nControl; provided that Good Reason shall not exist if the Recipient continues to
\nhave the same or a greater general level of responsibility for Company
\noperations after the Change in Control as the Recipient had prior to the Change
\nin Control even if the Company operations are a subsidiary or division of the
\nsurviving company,<\/p>\n<\/p>\n

(b) a reduction in the Recipient153s base pay as in effect immediately prior to
\nShareholder Approval, if applicable, or the Change in Control,<\/p>\n<\/p>\n

(c) a material reduction in total benefits available to the Recipient under
\ncash incentive, stock incentive and other employee benefit plans after
\nShareholder Approval, if applicable, or the Change in Control compared to the
\ntotal package of such benefits as in effect prior to Shareholder Approval, if
\napplicable, or the Change in Control, or<\/p>\n<\/p>\n

(d) the Recipient is required to be based more than 50 miles from where the
\nRecipient153s office is located immediately prior to Shareholder Approval, if
\napplicable, or the Change in Control except for required travel on company
\nbusiness to an extent substantially consistent with the business travel
\nobligations which the Recipient undertook on behalf of the Company prior to
\nShareholder Approval, if applicable, or the Change in Control.<\/p>\n<\/p>\n

3. Forfeiture Restriction<\/u>. If the Recipient ceases to be employed by
\nor in the service of the Company for any reason or for no reason, with or
\nwithout cause, any Restricted Shares that did not vest pursuant to Section 2
\nabove at or prior to the time of such termination of employment or service shall
\nbe forfeited to the Company; provided, however, that if the Recipient153s
\nemployment is terminated by the Company without Cause or by the Recipient for
\nGood Reason after Shareholder Approval but before a Change in Control, any
\nRestricted Shares that are forfeited under this sentence shall be restored to
\nthe Recipient and vested if a Change in Control subsequently occurs within one
\nyear. Nothing contained in this Agreement shall confer upon Recipient any right
\nto be employed by the Company or any Employer or to continue to provide services
\nto the Company or any Employer or to interfere in any way with the right of the
\nCompany or any Employer to terminate Recipient153s services at any time for any
\nreason, with or without cause.<\/p>\n<\/p>\n<\/p>\n

4. Restriction on Transfer<\/u>. The Recipient shall not sell, assign,
\npledge, or in any manner transfer unvested Restricted Shares, or any right or
\ninterest in unvested Restricted Shares, whether voluntarily or by operation of
\nlaw, except by will or by the laws of descent and distribution of the state or
\ncountry of the Recipient153s domicile at the time of death. Any sale or transfer,
\nor purported sale or transfer, of unvested Restricted Shares, or any right or
\ninterest in unvested Restricted Shares, in violation of this Section 4 shall be
\nnull and void.<\/p>\n<\/p>\n<\/p>\n

5. Tax Withholding<\/u>. Recipient acknowledges that, on the date (the
\n“Vesting Date”) any portion of the Restricted Shares vests, the Value (as
\ndefined below) on that date of such vested Restricted Shares will be treated as
\nordinary compensation income for federal and state income and FICA tax purposes,
\nand that the Company will be required to withhold taxes on this income amount.
\nTo satisfy the required withholding amount, Recipient shall surrender to the
\nCompany the number of vested Restricted Shares having a Value equal to the
\nrequired withholding amount, and the Company shall have the right to cancel such
\nnumber of vested Restricted Shares without any further action by Recipient
\nbefore delivering the balance of the vested Restricted Shares to Recipient in
\naccordance with Section 7. For purposes of this Section 5, the “Value” of a
\nRestricted Share shall be equal to the closing market price for Class B Common
\nStock on the last trading day preceding the Vesting Date. Notwithstanding the
\nforegoing, Recipient may elect with respect to any Vesting Date to pay
\nwithholding taxes in cash instead of having vested Restricted Shares withheld to
\ncover taxes by giving notice to the Company in writing at least 15 days prior to
\nthe Vesting Date, in which case no vested Restricted Shares shall be delivered
\nto Recipient until Recipient shall have paid to the Company in cash any required
\ntax withholding. Recipient agrees not to file with respect to any
\nRestricted Shares any election under Section 83(b) of the Internal Revenue Code
\nof 1986, as amended (the “Code”).<\/strong><\/p>\n<\/p>\n<\/p>\n

6. Rights as Shareholder; Dividends<\/u>. Upon the execution and delivery
\nof this Agreement, the award of the Restricted Shares shall be completed and,
\nexcept as limited by this Agreement, the Recipient shall be the owner of the
\nRestricted Shares with all rights of a shareholder, including the right to vote
\nthe Restricted Shares and to receive ordinary dividends payable with respect to
\nthe Restricted Shares from the date of this Agreement. Until the Restricted
\nShares become vested, they will not be treated as issued shares for federal
\nincome tax purposes and dividends paid to the Recipient with respect to the
\nRestricted Shares will be treated for federal income tax purposes as additional
\ncompensation subject to applicable withholding.<\/p>\n<\/p>\n<\/p>\n

7. Stock Certificate<\/u>. To secure the rights of the Company under
\nSections 3 and 5, the Company will retain the certificate or certificates
\nrepresenting the Restricted Shares. Upon any forfeiture of the Restricted Shares
\ncovered by this Agreement, the Company shall have the right to cancel the
\nRestricted Shares in accordance with this Agreement without any further action
\nby the Recipient. After Restricted Shares have vested and all required
\nwithholding has been paid to the Company in connection with such vesting, the
\nCompany shall deliver a certificate for the remaining vested Restricted Shares
\nto the Recipient.<\/p>\n<\/p>\n<\/p>\n

8. Changes in Capital Structure<\/u>. If, prior to vesting of Restricted
\nShares, the outstanding Class B Common Stock is increased or changed into or
\nexchanged for a different number or kind of shares or other securities of the
\nCompany or of another corporation as a result of a stock dividend, stock split,
\nreorganization, merger, consolidation, plan of exchange, recapitalization or
\nreclassification, the restrictions and other provisions of this Agreement shall
\napply to any such additional shares of Class B Common Stock or other shares or
\nsecurities which are issued in respect of the Restricted Shares to the same
\nextent as such restrictions and other provisions apply to the Restricted Shares.\n<\/p>\n<\/p>\n<\/p>\n

9. Restrictive Legends<\/u>. Stock certificates for shares issued under
\nthis Agreement may bear the following legends:<\/p>\n<\/p>\n<\/p>\n

The shares represented by this certificate are subject to a Restricted Stock
\nAgreement between the registered owner and NIKE, Inc. which restricts the
\ntransferability of the shares. A copy of the agreement is on file with the
\nSecretary of NIKE, Inc.<\/p>\n<\/p>\n<\/p>\n

10. Clawback Policy<\/u>. The Recipient acknowledges and agrees that all
\nshares acquired by Recipient under this Agreement shall be subject to the NIKE,
\nInc. Policy for Recoupment of Incentive Compensation as approved by the
\nCompany153s Board of Directors and the Compensation Committee of the Company153s
\nBoard of Directors and in effect on the date of this Agreement.<\/p>\n<\/p>\n<\/p>\n

11. Miscellaneous<\/u>.<\/p>\n<\/p>\n<\/p>\n

11.1 Entire Agreement; Amendment<\/u>. This Agreement constitutes the
\nentire agreement of the parties with regard to the subjects hereof and may be
\namended only by written agreement between the Company and the Recipient.<\/p>\n<\/p>\n<\/p>\n

11.2 Notices<\/u>. Any notice required or permitted under this Agreement
\nshall be in writing and shall be deemed sufficient when delivered personally to
\nthe party to whom it is addressed or when deposited into the United States Mail
\nas registered or certified mail, return receipt requested, postage prepaid,
\naddressed to the Company, Attention: Corporate Secretary, at its principal
\nexecutive offices or to the Recipient at the address of Recipient in the
\nCompany153s records, or at such other address as such party may designate by ten
\n(10) days153 advance written notice to the other party.<\/p>\n<\/p>\n<\/p>\n

11.3 Rights and Benefits<\/u>. The rights and benefits of this Agreement
\nshall inure to the benefit of and be enforceable by the Company153s successors and
\nassigns and, subject to the restrictions on transfer of this Agreement, be
\nbinding upon the Recipient153s heirs, executors, administrators, successors and
\nassigns.<\/p>\n<\/p>\n<\/p>\n

11.4 Further Action<\/u>. The parties agree to execute such further
\ninstruments and to take such further action as may reasonably be necessary to
\ncarry out the intent of this Agreement.<\/p>\n<\/p>\n<\/p>\n

11.5 Applicable Law; Attorneys153 Fees<\/u>. The terms and conditions of this
\nAgreement shall be governed by the laws of the State of Oregon. For purposes of
\nlitigating any dispute that arises under this Agreement, the parties hereby
\nsubmit to and consent to the jurisdiction of, and agree that such litigation
\nshall be conducted in, the courts of Washington County, Oregon or the United
\nStates District Court for the District of Oregon, where this Agreement is made
\nand\/or to be performed. In the event either party institutes litigation
\nhereunder, the prevailing party shall be entitled to reasonable attorneys153 fees
\nto be set by the trial court and, upon any appeal, the appellate court.<\/p>\n<\/p>\n

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

\n

Mark G. Parker<\/p>\n<\/p>\n

Chief Executive Officer<\/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-40352","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\/40352","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=40352"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40352"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40352"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40352"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}