{"id":40603,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-incentive-plan-nike-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-incentive-plan-nike-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-incentive-plan-nike-inc.html","title":{"rendered":"Stock Incentive Plan – Nike Inc."},"content":{"rendered":"

NIKE, INC. 1990 STOCK INCENTIVE PLAN<\/strong><\/p>\n

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

1. Purpose<\/u>. The purpose of this Stock Incentive Plan (the “Plan”) is
\nto enable NIKE, Inc. (the “Company”) to attract and retain as directors,
\nofficers, employees, consultants, advisors and independent contractors people of
\ninitiative and ability and to provide additional incentives to such persons.<\/p>\n<\/p>\n<\/p>\n

2. Shares Subject to the Plan<\/u>. Subject to adjustment as provided below
\nand in paragraph 10, the shares to be offered under the Plan shall consist of
\nClass B Common Stock of the Company (“Shares”), and the total number of Shares
\nthat may be issued under the Plan shall not exceed one hundred sixty-three
\nmillion (163,000,000) Shares (the “Plan Limit”). Any Shares subject to an option
\nor stock appreciation right granted under the Plan shall be counted against the
\nPlan Limit as one Share for every one Share subject to such option or stock
\nappreciation right, except that a stock appreciation right payable solely in
\ncash shall not be counted against the Plan Limit. If an option or stock
\nappreciation right granted under the Plan expires, terminates or is canceled,
\nthe unissued Shares subject to such option or stock appreciation right shall
\nagain be available under the Plan. Any Shares issued pursuant to a Stock Award
\n(as defined in paragraph 7 below) or a Performance-Based Award (as defined in
\nparagraph 8 below) shall be counted against the Plan Limit as one Share for
\nevery one Share so issued; provided, however, that if the aggregate number of
\nShares issued pursuant to Stock Awards and Performance-Based Awards granted
\nafter July 16, 2010 exceeds the Full Value Limit (as defined below), any excess
\nShares issued under those awards shall be counted against the Plan Limit as two
\nand eight-tenths (2.8) Shares for every one Share so issued. For all purposes of
\nthis paragraph 2, the number of shares “issued” pursuant to a Stock Award or a
\nPerformance-Based Award shall be net of any shares withheld to satisfy tax
\nwithholding obligations with respect to the award. Except as provided in the
\nnext sentence, if any Shares issued pursuant to a Stock Award or a
\nPerformance-Based Award are forfeited to the Company, the number of Shares
\nforfeited shall again be available under the Plan. If any Shares issued pursuant
\nto a Stock Award or a Performance-Based Award are counted against the Plan Limit
\nas two and eight-tenths (2.8) Shares as provided above, and any Shares issued
\npursuant to a Stock Award or a Performance-Based Award are subsequently
\nforfeited to the Company, the number of Shares that again become available under
\nthe Plan shall be equal to the number of Shares forfeited (up to the aggregate
\nnumber of Shares previously counted against the Plan Limit as two and
\neight-tenths (2.8) Shares) multiplied by two and eight-tenths (2.8). The “Full
\nValue Limit” shall equal three million (3,000,000) Shares plus the number of
\nShares issued pursuant to Stock Awards granted on or before July 16, 2010 that
\nare forfeited to the Company or withheld to satisfy tax withholding obligations
\nafter July 16, 2010.<\/p>\n<\/p>\n<\/p>\n

3. Duration of Plan<\/u>. The Plan shall continue in effect until all
\nShares available for issuance under the Plan have been issued and all
\nrestrictions on such Shares have lapsed; provided, however, that no awards shall
\nbe made under the Plan on or after the 10th anniversary of the last action by
\nthe shareholders approving or re-approving the Plan. The Board of Directors may
\nsuspend or terminate the Plan at any time except with respect to awards and
\nShares subject to restrictions then outstanding under the Plan. Termination
\nshall not affect any outstanding awards or the forfeitability of Shares issued
\nunder the Plan.<\/p>\n<\/p>\n<\/p>\n

4. Administration<\/u>. The Plan shall be administered by a committee
\nappointed by the Board of Directors of the Company consisting of not less than
\ntwo directors (the “Committee”), which shall determine and designate from time
\nto time the individuals to whom awards shall be made, the amount of the awards
\nand the other terms and conditions of the awards, except that only the Board of
\nDirectors may amend or terminate the Plan as provided in paragraphs 3 and 14.
\nSubject to the provisions of the Plan, the Committee may from time to time adopt
\nand amend rules and regulations relating to administration of the Plan, advance
\nthe lapse of any waiting period, accelerate any exercise date, waive or modify
\nany restriction applicable to Shares (except those restrictions imposed by law)
\nand make all other determinations in the judgment of the Committee necessary or
\ndesirable for the administration of the Plan. The interpretation and
\nconstruction of the provisions of the Plan and related agreements by the
\nCommittee shall be final and conclusive. The Committee may correct any defect or
\nsupply any omission or reconcile any inconsistency in the Plan or in any related
\nagreement in the manner and to the extent it shall deem expedient to carry the
\nPlan into effect, and it shall be the sole and final judge of such expediency.
\nNotwithstanding anything to the contrary contained in this Paragraph 4, the
\nBoard of Directors may delegate to the Chief Executive Officer of the Company,
\nas a one-member committee of the Board of Directors, the authority to grant
\nawards with respect to a maximum of 50,000 Shares to any eligible employee who
\nis not, at the time of such grant, subject to the reporting requirements and
\nliability provisions contained in Section 16 of the Securities Exchange Act of
\n1934 (the “Exchange Act”) and the regulations thereunder.<\/p>\n<\/p>\n<\/p>\n

5. Types of Awards; Eligibility<\/u>. The Committee may, from time to time,
\ntake the following actions, separately or in combination, under the Plan: (i)
\ngrant Incentive Stock Options, as defined in Section 422 of the Internal Revenue
\nCode of 1986, as amended (the “Code”), as provided in paragraph 6(b); (ii) grant
\noptions other than Incentive Stock Options (“Non-Statutory Stock Options”) as
\nprovided in paragraph 6(c); (iii) grant Stock Awards, including restricted stock
\nand restricted stock units, as provided in paragraph 7; (iv) grant
\nPerformance-Based Awards as provided in paragraph 8; and (v) grant stock
\nappreciation rights as provided in paragraph 9. Any such awards may be made to
\nemployees, including employees who are officers or directors, of the Company or
\nany parent or subsidiary corporation of the Company and to other individuals
\ndescribed in paragraph 1 who the Committee believes have made or will make an
\nimportant contribution to the Company or its subsidiaries; provided, however,
\nthat only employees of the Company shall be eligible to receive Incentive Stock
\nOptions under the Plan. The Committee shall select the individuals to whom
\nawards shall be made. The Committee shall specify the action taken with respect
\nto each individual to whom an award is made under the Plan. No employee may be
\ngranted options or stock appreciation rights under the Plan for more than
\n400,000 Shares in any calendar year.<\/p>\n<\/p>\n<\/p>\n

6. Option Grants<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Grant<\/u>. The Committee may grant options under the Plan. With
\nrespect to each option grant, the Committee shall determine the number of Shares
\nsubject to the option, the option price, the period of the option, the time or
\ntimes at which the option may be exercised and whether the option is an
\nIncentive Stock Option or a Non-Statutory Stock Option.<\/p>\n<\/p>\n<\/p>\n

(b) Incentive Stock Options<\/u>. Incentive Stock Options shall be subject
\nto the following terms and conditions:<\/p>\n<\/p>\n<\/p>\n

(i) An Incentive Stock Option may be granted under the Plan to an employee
\npossessing more than 10 percent of the total combined voting power of all
\nclasses of stock of the Company or of any parent or subsidiary of the Company
\nonly if the option price is at least 110 percent of the fair market value of the
\nShares subject to the option on the date it is granted, as described in
\nparagraph 6(b)(iii), and the option by its terms is not exercisable after the
\nexpiration of five years from the date it is granted.<\/p>\n<\/p>\n<\/p>\n

(ii) Subject to paragraphs 6(b)(i) and 6(d), Incentive Stock Options granted
\nunder the Plan shall continue in effect for the period fixed by the Committee,
\nexcept that no Incentive Stock Option shall be exercisable after the expiration
\nof 10 years from the date it is granted.<\/p>\n<\/p>\n<\/p>\n

(iii) The option price per share shall be determined by the Committee at the
\ntime of grant. Subject to paragraph 6(b)(i), the option price shall not be less
\nthan 100 percent of the fair market value of the Shares covered by the Incentive
\nStock Option at the date the option is granted. The fair market value shall be
\ndeemed to be the closing price of the Class B Common Stock of the Company as
\nreported in the New York Stock Exchange Composite Transactions in the Wall
\nStreet Journal on the date the option is granted, or if there has been no sale
\non that date, on the last preceding date on which a sale occurred, or such other
\nreported value of the Class B Common Stock of the Company as shall be specified
\nby the Committee.<\/p>\n<\/p>\n<\/p>\n

(iv) No Incentive Stock Option shall be granted on or after the tenth
\nanniversary of the last action by the Board of Directors approving an increase
\nin the number of shares available for issuance under the Plan, which action was
\nsubsequently approved within 12 months by the shareholders.<\/p>\n<\/p>\n<\/p>\n

(c) Non-Statutory Stock Options<\/u>. The option price for Non-Statutory
\nStock Options shall be determined by the Committee at the time of grant. The
\noption price may not be less than 100 percent of the fair market value of the
\nShares covered by the Non-Statutory Stock Option on the date the option is
\ngranted. The fair market value of Shares covered by a Non-Statutory Stock Option
\nshall be determined pursuant to paragraph 6(b)(iii). No Non-Statutory Stock
\nOption shall be exercisable after the expiration of 10 years from the date it is
\ngranted.<\/p>\n<\/p>\n<\/p>\n

(d) Exercise of Options<\/u>. Except as provided in paragraph 6(f), no
\noption granted under the Plan may be exercised unless at the time of such
\nexercise the optionee is employed by the Company or any parent or subsidiary
\ncorporation of the Company and shall have been so employed continuously since
\nthe date such option was granted. Absence on leave or on account of illness or
\ndisability under rules established by the Committee shall not, however, be
\ndeemed an interruption of employment for this purpose. Except as provided in
\nparagraphs 6(f), 10 and 11, options granted under the Plan may be exercised from
\ntime to time over the period stated in each option in such amounts and at such
\ntimes as shall be prescribed by the Committee, provided that options shall not
\nbe exercised for fractional shares. Unless otherwise determined by the
\nCommittee, if the optionee does not exercise an option in any one year with
\nrespect to the full number of Shares to which the optionee is entitled in that
\nyear, the optionee153s rights shall be cumulative and the optionee may purchase
\nthose Shares in any subsequent year during the term of the option.<\/p>\n<\/p>\n<\/p>\n

(e) Nontransferability<\/u>. Except as provided below, each stock option
\ngranted under the Plan by its terms shall be nonassignable and nontransferable
\nby the optionee, either voluntarily or by operation of law, and each option by
\nits terms shall be exercisable during the optionee153s lifetime only by the
\noptionee. A stock option may be transferred by will or by the laws of descent
\nand distribution of the state or country of the optionee153s domicile at the time
\nof death. A Non-Statutory Stock Option shall also be transferable pursuant to a
\nqualified domestic relations order as defined under the Code or Title I of the
\nEmployee Retirement Income Security Act. The Committee may, in its discretion,
\nauthorize all or a portion of a Non-Statutory Stock Option granted to an
\noptionee to be on terms which permit transfer by the optionee to (i) the spouse,
\nchildren or grandchildren of the optionee (“Immediate Family Members”), (ii) a
\ntrust or trusts for the exclusive benefit of Immediate Family Members, or (iii)
\na partnership in which Immediate Family Members are the only partners, provided
\nthat (x) there may be no consideration for any transfer, (y) the stock option
\nagreement pursuant to which the options are granted must expressly provide for
\ntransferability in a manner consistent with this paragraph, and (z) subsequent
\ntransfers of transferred options shall be prohibited except by will or by the
\nlaws of descent and distribution. Following any transfer, options shall continue
\nto be subject to the same terms and conditions as were applicable immediately
\nprior to transfer, provided that for purposes of paragraphs 6(d), 6(g), 10 and
\n11 the term “optionee” shall be deemed to refer to the transferee. The events of
\ntermination of employment of paragraph 6(f), shall continue to be applied with
\nrespect to the original optionee, following which the options shall be
\nexercisable by the transferee only to the extent, and for the periods specified,
\nand all other references to employment, termination of employment, life or death
\nof the optionee, shall continue to be applied with respect to the original
\noptionee.<\/p>\n<\/p>\n<\/p>\n

(f) Termination of Employment or Death<\/u>.<\/p>\n<\/p>\n<\/p>\n

(i) Unless otherwise provided at the time of grant, in the event the
\nemployment of the optionee by the Company or a parent or subsidiary corporation
\nof the Company terminates for any reason other than because of normal
\nretirement, early retirement, physical disability or death, the option may be
\nexercised at any time prior to the expiration date of the option or the
\nexpiration of three months after the date of such termination of employment,
\nwhichever is the shorter period, but only if and to the extent the optionee was
\nentitled to exercise the option at the date of such termination.<\/p>\n<\/p>\n<\/p>\n

(ii) Unless otherwise provided at the time of grant, in the event the
\nemployment of the optionee by the Company or a parent or subsidiary corporation
\nof the Company terminates as a result of the optionee153s normal retirement, any
\noption granted to the optionee less than one year prior to the date of such
\ntermination of employment shall immediately terminate, and any option granted to
\nthe optionee at least one year prior to the date of such termination of
\nemployment may be exercised by the optionee free of the limitations on the
\namount that may be purchased in any one year specified in the option agreement
\nat any time prior to the expiration date of the option or the expiration of four
\nyears after the date of such termination of employment, whichever is the shorter
\nperiod. For purposes of this paragraph 6(f), “normal retirement” means a
\ntermination of employment that occurs at a time when (A) the optionee153s age is
\nat least 60 years, and (B) the optionee has at least five full years of service
\nas an employee of the Company or a parent or subsidiary corporation of the
\nCompany.<\/p>\n<\/p>\n<\/p>\n

(iii) Unless otherwise provided at the time of grant, in the event the
\nemployment of the optionee by the Company or a parent or subsidiary corporation
\nof the Company terminates as a result of the optionee153s early retirement, any
\noption granted to the optionee less than one year prior to the date of such
\ntermination of employment shall immediately terminate, and any option granted to
\nthe optionee at least one year prior to the date of such termination of
\nemployment may be exercised by the optionee in the amounts and according to the
\nschedule specified in the option agreement with no forfeiture of any portion of
\nthe option resulting from such termination of employment, except that the option
\nmay not be exercised after the earlier of the expiration date of the option or
\nthe expiration of four years after the date of such termination of employment.
\nFor purposes of this paragraph 6(f), “early retirement” means a termination of
\nemployment that occurs at a time when (A) the optionee153s age is at least 55
\nyears and less than 60 years, and (B) the optionee has at least five full years
\nof service as an employee of the Company or a parent or subsidiary corporation
\nof the Company.<\/p>\n<\/p>\n<\/p>\n

(iv) Unless otherwise provided at the time of grant, in the event the
\nemployment of the optionee by the Company or a parent or subsidiary corporation
\nof the Company terminates because the optionee becomes disabled (within the
\nmeaning of Section 22(e)(3) of the Code), the option may be exercised by the
\noptionee free of the limitations on the amount that may be purchased in any one
\nyear specified in the option agreement at any time prior to the expiration date
\nof the option or the expiration of four years after the date of such
\ntermination, whichever is the shorter period.<\/p>\n<\/p>\n<\/p>\n

(v) Unless otherwise provided at the time of grant, in the event of the death
\nof the optionee while in the employ of the Company or a parent or subsidiary
\ncorporation of the Company, the option may be exercised free of the limitations
\non the amount that may be purchased in any one year specified in the option
\nagreement at any time prior to the expiration date of the option or the
\nexpiration of four years after the date of such death, whichever is the shorter
\nperiod, but only by the person or persons to whom such optionee153s rights under
\nthe option shall pass by the optionee153s will or by the laws of descent and
\ndistribution of the state or country of domicile at the time of death.<\/p>\n<\/p>\n<\/p>\n

(vi) The Committee, at the time of grant or at any time thereafter, may
\nextend the three-month and four-year expiration periods any length of time not
\nlater than the original expiration date of the option, and may increase the
\nportion of an option that is exercisable, subject to such terms and conditions
\nas the Committee may determine.<\/p>\n<\/p>\n<\/p>\n

(vii) To the extent that the option of any deceased optionee or of any
\noptionee whose employment terminates is not exercised within the applicable
\nperiod, all further rights to purchase Shares pursuant to such option shall
\ncease and terminate.<\/p>\n<\/p>\n<\/p>\n

(g) Purchase of Shares<\/u>. Unless the Committee determines otherwise,
\nShares may be acquired pursuant to an option granted under the Plan only upon
\nreceipt by the Company of notice from the optionee of the optionee153s intention
\nto exercise, specifying the number of Shares as to which the optionee desires to
\nexercise the option and the date on which the optionee desires to complete the
\ntransaction, and if required in order to comply with the Securities Act of 1933,
\nas amended, containing a representation that it is the optionee153s present
\nintention to acquire the Shares for investment and not with a view to
\ndistribution. Unless the Committee determines otherwise, on or before the date
\nspecified for completion of the purchase of Shares pursuant to an option, the
\noptionee must have paid the Company the full purchase price of such Shares in
\ncash or with the consent of the Committee, in whole or in part, in Common Stock
\nof the Company valued at fair market value. The fair market value of Common
\nStock of the Company provided in payment of the purchase price shall be the
\nclosing price of the Common Stock of the Company as reported in the New York
\nStock Exchange Composite Transactions in the Wall Street Journal or such other
\nreported value of the Common Stock of the Company as shall be specified by the
\nCommittee, on the date the option is exercised, or if such date is not a trading
\nday, then on the immediately preceding trading day. No Shares shall be issued
\nuntil full payment therefor has been made. With the consent of the Committee, an
\noptionee may request the Company to apply automatically the Shares to be
\nreceived upon the exercise of a portion of a stock option (even though stock
\ncertificates have not yet been issued) to satisfy the purchase price for
\nadditional portions of the option. Each optionee who has exercised an option
\nshall immediately upon notification of the amount due, if any, pay to the
\nCompany in cash amounts necessary to satisfy any applicable federal, state and
\nlocal tax withholding requirements. If additional withholding is or becomes
\nrequired beyond any amount deposited before delivery of the certificates, the
\noptionee shall pay such amount to the Company on demand. If the optionee fails
\nto pay the amount demanded, the Company may withhold that amount from other
\namounts payable by the Company to the optionee, including salary, subject to
\napplicable law. With the consent of the Committee, an optionee may satisfy the
\nminimum statutory withholding obligation, in whole or in part, by having the
\nCompany withhold from the Shares to be issued upon the exercise that number of
\nShares that would satisfy the withholding amount due or by delivering Common
\nStock of the Company to the Company to satisfy the withholding amount. Upon the
\nexercise of an option, the number of Shares reserved for issuance under the Plan
\nshall be reduced by the number of Shares issued upon exercise of the option,
\nplus the number of Shares, if any, withheld upon exercise to satisfy the tax
\nwithholding amount.<\/p>\n<\/p>\n<\/p>\n

(h) No Repricing<\/u>. Except for actions approved by the shareholders of
\nthe Company or adjustments made pursuant to paragraph 10, the option price for
\nan outstanding option granted under the Plan may not be decreased after the date
\nof grant nor may the Company grant a new option or pay any cash or other
\nconsideration (including another award under the Plan) in exchange for any
\noutstanding option granted under the Plan at a time when the option price of the
\noutstanding option exceeds the fair market value of the Shares covered by the
\noption.<\/p>\n<\/p>\n<\/p>\n

7. Stock Awards, including Restricted Stock and Restricted Stock
\nUnits<\/u>. The Committee may grant Shares as stock awards under the Plan (“Stock
\nAwards”). Stock Awards shall be subject to the terms, conditions, and
\nrestrictions determined by the Committee. The restrictions may include
\nrestrictions concerning transferability and forfeiture of the Shares awarded,
\ntogether with such other restrictions as may be determined by the Committee.
\nStock Awards subject to restrictions may be either restricted stock awards under
\nwhich shares are issued immediately upon grant subject to forfeiture if vesting
\nconditions are not satisfied, or restricted stock unit awards under which shares
\nare not issued until after vesting conditions are satisfied. The Committee may
\nrequire the recipient to sign an agreement as a condition of the award, but may
\nnot require the recipient to pay any monetary consideration other than amounts
\nnecessary to satisfy tax withholding requirements. The agreement may contain any
\nterms, conditions, restrictions, representations and warranties required by the
\nCommittee. The certificates representing the Shares awarded shall bear any
\nlegends required by the Committee. The Company may require any recipient of a
\nStock Award to pay to the Company in cash upon demand amounts necessary to
\nsatisfy any applicable federal, state or local tax withholding requirements. If
\nthe recipient fails to pay the amount demanded, the Company may withhold that
\namount from other amounts payable by the Company to the recipient, including
\nsalary, subject to applicable law. With the consent of the Committee, a
\nrecipient may satisfy the minimum statutory withholding obligation, in whole or
\nin part, by having the Company withhold from the awarded Shares that number of
\nShares that would satisfy the withholding amount due or by delivering Common
\nStock of the Company to the Company to satisfy the withholding amount. Upon the
\nissuance of Shares under a Stock Award, the number of Shares reserved for
\nissuance under the Plan shall, except as otherwise provided in paragraph 2, be
\nreduced by the number of Shares issued, net of any shares withheld to satisfy
\ntax withholding obligations.<\/p>\n<\/p>\n<\/p>\n

8. Performance-Based Awards<\/u>. The Committee may grant awards intended
\nto qualify as qualified performance-based compensation under Section 162(m) of
\nthe Code and the regulations thereunder (“Performance-Based Awards”).
\nPerformance-Based Awards shall be subject to the following terms and conditions:\n<\/p>\n<\/p>\n<\/p>\n

(a) Award Period<\/u>. The Committee shall determine the period of time for
\nwhich a Performance-Based Award is made (the “Award Period”).<\/p>\n<\/p>\n<\/p>\n

(b) Performance Targets and Payment<\/u>. The Committee shall establish in
\nwriting objectives (“Performance Targets”) that must be met by the Company or
\nany subsidiary, division or other unit of the Company (“Business Unit”) during
\nthe Award Period as a condition to payment being made under the
\nPerformance-Based Award. The Performance Targets for each award shall be one or
\nmore targeted levels of performance with respect to one or more of the following
\nobjective measures with respect to the Company or any Business Unit: net income,
\nnet income before taxes, operating income, earnings before interest and taxes,
\nrevenues, return on sales, return on equity, earnings per share, total
\nshareholder return, or any of the foregoing before the effect of acquisitions,
\ndivestitures, accounting changes, restructuring or other special charges, as
\ndetermined by the Committee at the time of establishing a Performance Target.
\nThe Committee shall also establish the number of Shares to be issued under a
\nPerformance-Based Award if the Performance Targets are met or exceeded,
\nincluding the fixing of a maximum number of Shares (subject to paragraph 8(d)).
\nThe Committee may establish other restrictions to payment under a
\nPerformance-Based Award, such as a continued employment requirement, in addition
\nto satisfaction of the Performance Targets. Some or all of the Shares subject to
\na Performance-Based Award may be issued at the time of the award as restricted
\nshares subject to forfeiture in whole or in part if Performance Targets or, if
\napplicable, other restrictions are not satisfied.<\/p>\n<\/p>\n<\/p>\n

(c) Computation of Payment<\/u>. During or after an Award Period, the
\nperformance of the Company or Business Unit, as applicable, during the period
\nshall be measured against the Performance Targets. If the Performance Targets
\nare not met, no payment shall be made under a Performance-Based Award. If the
\nPerformance Targets are met or exceeded, the Committee shall certify that fact
\nin writing and certify the number of Shares earned under the terms of the
\nPerformance-Based Award.<\/p>\n<\/p>\n<\/p>\n

(d) Maximum Awards<\/u>. No recipient may be granted in any fiscal year
\nPerformance-Based Awards under which the maximum number of Shares that may be
\nissued exceeds 400,000 Shares.<\/p>\n<\/p>\n<\/p>\n

(e) Tax Withholding<\/u>. The Company may require any recipient of a
\nPerformance-Based Award to pay to the Company in cash upon demand amounts
\nnecessary to satisfy any applicable federal, state or local tax withholding
\nrequirements. If the recipient fails to pay the amount demanded, the Company may
\nwithhold that amount from other amounts payable by the Company to the recipient,
\nincluding salary, subject to applicable law. With the consent of the Committee,
\na recipient may satisfy the minimum statutory withholding obligation, in whole
\nor in part, by having the Company withhold from the awarded Shares that number
\nof Shares that would satisfy the withholding amount due or by delivering Common
\nStock of the Company to the Company to satisfy the withholding amount.<\/p>\n<\/p>\n<\/p>\n

(f) Effect on Shares Available<\/u>. Upon the issuance of Shares under a
\nPerformance-Based Award, the number of Shares reserved for issuance under the
\nPlan shall, except as otherwise provided in paragraph 2, be reduced by the
\nnumber of Shares issued, net of any shares withheld to satisfy tax withholding
\nobligations.<\/p>\n<\/p>\n<\/p>\n

9. Stock Appreciation Rights<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Grant<\/u>. Stock appreciation rights may be granted under the Plan by
\nthe Committee, subject to such rules, terms, and conditions as the Committee
\nprescribes.<\/p>\n<\/p>\n<\/p>\n

(b) Exercise<\/u>.<\/p>\n<\/p>\n<\/p>\n

(i) A stock appreciation right shall be exercisable only at the time or times
\nestablished by the Committee, except that no stock appreciation right shall be
\nexercisable after the expiration of 10 years from the date it is granted. If a
\nstock appreciation right is granted in connection with an option, the stock
\nappreciation right shall be exercisable only to the extent and on the same
\nconditions that the related option could be exercised. Upon exercise of a stock
\nappreciation right, any option or portion thereof to which the stock
\nappreciation right relates terminates. If a stock appreciation right is granted
\nin connection with an option, upon exercise of the option, the stock
\nappreciation right or portion thereof to which the option relates terminates.\n<\/p>\n<\/p>\n<\/p>\n

(ii) The Committee may withdraw any stock appreciation right granted under
\nthe Plan at any time and may impose any conditions upon the exercise of a stock
\nappreciation right or adopt rules and regulations from time to time affecting
\nthe rights of holders of stock appreciation rights. Such rules and regulations
\nmay govern the right to exercise stock appreciation rights granted before
\nadoption or amendment of such rules and regulations as well as stock
\nappreciation rights granted thereafter.<\/p>\n<\/p>\n<\/p>\n

(iii) Each stock appreciation right shall entitle the holder, upon exercise,
\nto receive from the Company in exchange therefor an amount equal in value to the
\nexcess of the fair market value on the date of exercise of one share of Class B
\nCommon Stock of the Company over its fair market value on the date of grant or
\nsuch higher amount as the Committee may determine (or, in the case of a stock
\nappreciation right granted in connection with an option, the option price per
\nShare under the option to which the stock appreciation right relates),
\nmultiplied by the number of Shares covered by the stock appreciation right or
\nthe option, or portion thereof, that is surrendered. Payment by the Company upon
\nexercise of a stock appreciation right may be made in Shares valued at fair
\nmarket value, in cash, or partly in Shares and partly in cash, all as determined
\nby the Committee.<\/p>\n<\/p>\n<\/p>\n

(iv) For purposes of this paragraph 9, the fair market value of the Class B
\nCommon Stock of the Company on the date a stock appreciation right is exercised
\nshall be the closing price of the Class B Common Stock of the Company as
\nreported in the New York Stock Exchange Composite Transactions in the Wall
\nStreet Journal, or such other reported value of the Class B Common Stock of the
\nCompany as shall be specified by the Committee, on the date the stock
\nappreciation right is exercised, or if such date is not a trading day, then on
\nthe immediately preceding trading day.<\/p>\n<\/p>\n<\/p>\n

(v) No fractional shares shall be issued upon exercise of a stock
\nappreciation right. In lieu thereof, cash shall be paid in an amount equal to
\nthe value of the fractional share.<\/p>\n<\/p>\n<\/p>\n

(vi) Each stock appreciation right granted under the Plan by its terms shall
\nbe nonassignable and nontransferable by the holder, either voluntarily or by
\noperation of law, except by will or by the laws of descent and distribution of
\nthe state or county of the holder153s domicile at the time of death, and each
\nstock appreciation right by its terms shall be exercisable during the holder153s
\nlifetime only by the holder; provided, however, that a stock appreciation right
\nnot granted in connection with an Incentive Stock Option shall also be
\ntransferable pursuant to a qualified domestic relations order as defined under
\nthe Code or Title I of the Employee Retirement Income Security Act.<\/p>\n<\/p>\n<\/p>\n

(vii) Each participant who has exercised a stock appreciation right shall,
\nupon notification of the amount due, pay to the Company in cash amounts
\nnecessary to satisfy any applicable federal, state or local tax withholding
\nrequirements. If the participant fails to pay the amount demanded, the Company
\nmay withhold that amount from other amounts payable by the Company to the
\nparticipant including salary, subject to applicable law. With the consent of the
\nCommittee a participant may satisfy the minimum statutory obligation, in whole
\nor in part, by having the Company withhold from any Shares to be issued upon the
\nexercise that number of Shares that would satisfy the withholding amount due or
\nby delivering Common Stock of the Company to the Company to satisfy the
\nwithholding amount.<\/p>\n<\/p>\n<\/p>\n

(viii) Upon the exercise of a stock appreciation right for Shares, the number
\nof Shares reserved for issuance under the Plan shall be reduced by the number of
\nShares covered by the stock appreciation right. Cash payments of stock
\nappreciation rights shall not reduce the number of Shares reserved for issuance
\nunder the Plan.<\/p>\n<\/p>\n<\/p>\n

10. Changes in Capital Structure<\/u>. If the outstanding shares of Common
\nStock of the Company are hereafter increased or decreased or changed into or
\nexchanged for a different number or kind of shares or other securities of the
\nCompany 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 available for
\nawards under the Plan. In addition, the Committee shall make appropriate
\nadjustment in the number and kind of shares subject to outstanding awards, and
\nthe exercise price of outstanding options and stock appreciation rights, to the
\nend that the recipient153s proportionate interest is maintained as before the
\noccurrence of such event. The Committee may also require that any securities
\nissued in respect of or exchanged for Shares issued hereunder that are subject
\nto restrictions be subject to similar restrictions. Notwithstanding the
\nforegoing, the Committee shall have no obligation to effect any adjustment that
\nwould or might result in the issuance of fractional shares, and any fractional
\nshares resulting from any adjustment may be disregarded or provided for in any
\nmanner determined by the Committee. Any such adjustments made by the Committee
\nshall be conclusive.<\/p>\n<\/p>\n<\/p>\n

11. Sale of the Company; Change in Control<\/u>.<\/p>\n<\/p>\n<\/p>\n

(a) Sale of the Company<\/u>. Unless otherwise provided at the time of
\ngrant, if during the term of an option, stock appreciation right or restricted
\nstock unit award, there shall occur a merger, consolidation or plan of exchange
\ninvolving the Company pursuant to which outstanding Shares are converted into
\ncash or other 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<\/p>\n<\/p>\n

(i) the option, stock appreciation right or restricted stock unit award shall
\nbe converted into an option, stock appreciation right or restricted stock unit
\naward to acquire stock of the surviving or acquiring corporation in the
\napplicable transaction for a total purchase price equal to the total price
\napplicable to the unexercised portion of the option, stock appreciation right or
\nrestricted stock unit award, and with the amount and type of shares subject
\nthereto and exercise price per share thereof to be conclusively determined by
\nthe Committee, taking into account the relative values of the companies involved
\nin the applicable transaction and the exchange rate, if any, used in determining
\nshares of the surviving corporation to be held by holders of Shares following
\nthe applicable transaction, and disregarding fractional shares; or<\/p>\n<\/p>\n<\/p>\n

(ii) all unissued Shares subject to restricted stock unit awards shall be
\nissued immediately prior to the consummation of such transaction, all options
\nand stock appreciation rights will become exercisable for 100 percent of the
\nShares subject to the option or stock appreciation right effective as of the
\nconsummation of such transaction, and the Committee shall approve some
\narrangement by which holders of options and stock appreciation rights shall have
\na reasonable opportunity to exercise all such options and stock appreciation
\nrights effective as of the consummation of such transaction or otherwise realize
\nthe value of these awards, as determined by the Committee. Any option or stock
\nappreciation right that is not exercised in accordance with procedures approved
\nby the Committee shall terminate.<\/p>\n<\/p>\n<\/p>\n

(b) Change in Control<\/u>. Unless otherwise provided at the time of grant,
\nif paragraph 11(a)(ii) does not apply, all options and stock appreciation rights
\ngranted under this Plan shall become exercisable in full for a remaining term
\nextending until the earlier of the expiration date of the applicable option or
\nstock appreciation right or the expiration of four years after the date of
\ntermination of employment, and all Stock Awards shall become fully vested, if a
\nChange in Control (as defined below) occurs and at any time after the earlier of
\nShareholder Approval (as defined below), if any, or the Change in Control and on
\nor before the second anniversary of the Change in Control, (i) the award
\nholder153s employment is terminated by the Company (or its successor) without
\nCause (as defined below), or (ii) the award holder153s employment is terminated by
\nthe award holder for Good Reason (as defined below).<\/p>\n<\/p>\n<\/p>\n

(i) For purposes of this Plan, a “Change in Control” of the Company shall
\nmean 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<\/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<\/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<\/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<\/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<\/p>\n

(ii) For purposes of this Plan, “Shareholder Approval” shall mean approval by
\nthe shareholders of the Company of a transaction, the consummation of which
\nwould be a Change in Control.<\/p>\n<\/p>\n<\/p>\n

(iii) For purposes of this Plan, “Cause” shall mean (A) the willful and
\ncontinued failure to perform substantially the award holder153s reasonably
\nassigned duties with 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 award holder by the Company which specifically
\nidentifies the manner in which the Company believes that the award holder has
\nnot substantially performed the award holder153s duties, or (B) the willful
\nengagement in illegal conduct which is materially and demonstrably injurious to
\nthe Company. No act, or failure to act, shall be considered “willful” if the
\naward holder reasonably believed that the action or omission was in, or not
\nopposed to, the best interests of the Company.<\/p>\n<\/p>\n<\/p>\n

(iv) For purposes of this Plan, “Good Reason” shall mean (A) the assignment
\nof a different title, job or responsibilities that results in a decrease in the
\nlevel of responsibility of the award holder after Shareholder Approval, if
\napplicable, or the Change in Control when compared to the award holder153s level
\nof responsibility for the Company153s operations prior to Shareholder Approval, if
\napplicable, or the Change in Control; provided that Good Reason shall not exist
\nif the award holder continues to have the same or a greater general level of
\nresponsibility for Company operations after the Change in Control as the award
\nholder had prior to the Change in Control even if the Company operations are a
\nsubsidiary or division of the surviving company, (B) a reduction in the award
\nholder153s base pay as in effect immediately prior to Shareholder Approval, if
\napplicable, or the Change in Control, (C) a material reduction in total benefits
\navailable to the award holder under cash incentive, stock incentive and other
\nemployee benefit plans after Shareholder Approval, if applicable, or the Change
\nin Control compared to the total package of such benefits as in effect prior to
\nShareholder Approval, if applicable, or the Change in Control, or (D) the award
\nholder is required to be based more than 50 miles from where the award holder153s
\noffice is located immediately prior to Shareholder Approval, if applicable, or
\nthe Change in Control except for required travel on company business to an
\nextent substantially consistent with the business travel obligations which the
\naward holder undertook on behalf of the Company prior to Shareholder Approval,
\nif applicable, or the Change in Control.<\/p>\n<\/p>\n<\/p>\n

12. Corporate Mergers, Acquisitions, etc<\/u>. The Committee may also grant
\noptions, stock appreciation rights and Stock Awards under the Plan having terms,
\nconditions and provisions that vary from those specified in this Plan, provided
\nthat any such awards are granted in substitution for, or in connection with the
\nassumption of, existing options, stock appreciation rights or Stock Awards
\nissued by another corporation and assumed or otherwise agreed to be provided for
\nby the Company pursuant to or by reason of a transaction involving a corporate
\nmerger, consolidation, plan of exchange, acquisition of property or stock,
\nseparation, reorganization or liquidation to which the Company or a parent or
\nsubsidiary corporation of the Company is a party.<\/p>\n<\/p>\n<\/p>\n

13. Clawback Policy<\/u>. Unless otherwise provided at the time of grant,
\nall awards under the Plan shall be subject to the NIKE, Inc. Policy for
\nRecoupment of Incentive Compensation as approved by the Committee and in effect
\nat the time of grant, or such other policy for “clawback” of incentive
\ncompensation as may be approved from time to time by the Committee.<\/p>\n<\/p>\n<\/p>\n

14. Amendment of Plan<\/u>. The Board of Directors may at any time, and
\nfrom time to time, modify or amend the Plan in such respects as it shall deem
\nadvisable because of changes in the law while the Plan is in effect or for any
\nother reason. Except as provided in paragraphs 6(f), 9, 10 and 11, however, no
\nchange in an award already granted shall be made without the written consent of
\nthe holder of such award.<\/p>\n<\/p>\n<\/p>\n

15. Approvals<\/u>. The obligations of the Company under the Plan are
\nsubject to the approval of state and federal authorities or agencies with
\njurisdiction in the matter. The Company will use its best efforts to take steps
\nrequired by state or federal law or applicable regulations, including rules and
\nregulations of the Securities and Exchange Commission and any stock exchange or
\ntrading system on which the Company153s shares may then be listed or admitted for
\ntrading, in connection with the grants under the Plan. The foregoing
\nnotwithstanding, the Company shall not be obligated to issue or deliver Class B
\nCommon Stock under the Plan if such issuance or delivery would violate
\napplicable state or federal securities laws.<\/p>\n<\/p>\n<\/p>\n

16. Employment and Service Rights<\/u>. Nothing in the Plan or any award
\npursuant to the Plan shall (i) confer upon any employee any right to be
\ncontinued in the employment of the Company or any parent or subsidiary
\ncorporation of the Company or interfere in any way with the right of the Company
\nor any parent or subsidiary corporation of the Company by whom such employee is
\nemployed to terminate such employee153s employment at any time, for any reason,
\nwith or without cause, or to increase or decrease such employee153s compensation
\nor benefits, or (ii) confer upon any person engaged by the Company any right to
\nbe retained or employed by the Company or to the continuation, extension,
\nrenewal, or modification of any compensation, contract, or arrangement with or
\nby the Company.<\/p>\n<\/p>\n<\/p>\n

17. Rights as a Shareholder<\/u>. The recipient of any award under the Plan
\nshall have no rights as a shareholder with respect to any Shares until the date
\nof issue to the recipient of a stock certificate for such Shares. Except as
\notherwise expressly provided in the Plan, no adjustment shall be made for
\ndividends or other rights for which the record date is prior to the date such
\nstock certificate is issued.<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

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