NIKE, Inc. as Issuer AND Deutsche Bank Trust Company Americas as Trustee INDENTURE Dated as of April 26, 2013 SENIOR DEBT SECURITIESIndenture • April 26th, 2013 • Nike Inc • Rubber & plastics footwear • New York
THIS INDENTURE, dated as of April 26, 2013, is between NIKE, Inc., an Oregon corporation (the “Company”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
NIKE, INC. INDENTUREIndenture • February 8th, 1999 • Nike Inc • Rubber & plastics footwear • New York
NIKE, INC.Distribution Agreement • April 24th, 1997 • Nike Inc • Rubber & plastics footwear • New York
CREDIT AGREEMENT Dated as of December 1, 2006 among NIKE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent,Credit Agreement • December 6th, 2006 • Nike Inc • Rubber & plastics footwear • Oregon
among NIKE, INC., as the Borrower,Credit Agreement • January 14th, 2002 • Nike Inc • Rubber & plastics footwear • Oregon
NIKE, INC. SECOND AMENDMENT TO CREDIT AGREEMENT (364-Day Facility) This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of November 15, 2002 and entered into by and among NIKE, Inc. (the "BORROWER"), the financial institutions...Credit Agreement • January 10th, 2003 • Nike Inc • Rubber & plastics footwear • Oregon
IN WITNESS WHEREOF, the Borrower, the Banks and the Administrative Agent have executed this Agreement as of the date first above written.Loan Agreement • January 10th, 2003 • Nike Inc • Rubber & plastics footwear
CREDIT AGREEMENT Dated as of November 20, 2003 among NIKE, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, HSBC BANK USA, THE BANK OF TOKYO MITSUBISHI, LTD. and DEUTSCHE BANK AG NEW YORK...Credit Agreement • January 12th, 2004 • Nike Inc • Rubber & plastics footwear • Oregon
SECTION 2. Amendment. The first sentence of Section 6.4 of the Credit _________ ___________ Agreement is hereby deleted in its entirety and replaced by the following:Credit Agreement • April 4th, 2008 • Nike Inc • Rubber & plastics footwear • Oregon
NIKE, Inc. $1,000,000,000 2.375% Notes Due 2026 $500,000,000 3.375% Notes Due 2046 Underwriting AgreementUnderwriting Agreement • October 21st, 2016 • Nike Inc • Rubber & plastics footwear • New York
NIKE, Inc., a corporation organized under the laws of the State of Oregon (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its notes identified in Schedule I hereto (the “Notes”), to be issued under an Indenture, dated as of April 26, 2013 (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 3 below) (together with the Base Indenture, the “Indenture”), each between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. Any reference herein to the Regis
NIKE, INC. 6-3/8% Notes Due December 1, 2003Global Security Agreement • December 16th, 1996 • Nike Inc • Rubber & plastics footwear • New York
NIKE, Inc. $1,000,000,000 3.875% Notes Due 2045 Underwriting AgreementUnderwriting Agreement • October 29th, 2015 • Nike Inc • Rubber & plastics footwear • New York
NIKE, Inc., a corporation organized under the laws of the State of Oregon (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its notes identified in Schedule I hereto (the “Notes”), to be issued under an Indenture, dated as of April 26, 2013 (the “Base Indenture”) as supplemented by the Second Supplemental Indenture, to be dated as of the Closing Date (as defined in Section 3 below) (together with the Base Indenture, the “Indenture”), each between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registratio
CREDIT AGREEMENT Dated as of November 17, 2000 among NIKE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, BANK ONE, NA and HSBC BANK USA, as Co-Documentation Agents, and THE BANKS PARTY...Credit Agreement • January 16th, 2001 • Nike Inc • Rubber & plastics footwear • Oregon
NIKE, INC. INDENTUREIndenture • November 26th, 1996 • Nike Inc • Rubber & plastics footwear • New York
UMBRO PLCImplementation Agreement • October 25th, 2007 • Nike Inc • Rubber & plastics footwear • England
EXHIBIT 10.1 AIRCRAFT TIME-SHARING AGREEMENT This Agreement is made effective as of _________________, 20__ by and between NIKE, Inc., an Oregon corporation, with principal offices at One Bowerman Drive, Beaverton, Oregon 97005-6453 ("Owner"), and...Aircraft Time-Sharing Agreement • January 26th, 2006 • Nike Inc • Rubber & plastics footwear
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 17th day of September, 2006, between NIKE, Inc. (hereinafter "Nike"), and Adam S. Helfant (hereinafter "Executive"). In consideration of the mutual covenants and promises contained herein,...Employment Agreement • September 21st, 2006 • Nike Inc • Rubber & plastics footwear
NIKE, INC.Long-Term Incentive Award Agreement • February 20th, 2007 • Nike Inc • Rubber & plastics footwear • Oregon
2.1. The Facility 11 2.2. Ratable Advances 11 2.2.1. Ratable Advances 11 2.2.2. Ratable Advance Rate Options 12 2.2.3. Method of Selecting Rate Options and Interest Periods for Ratable Advances 12 2.2.4. Conversion and Continuation Elections 12 2.2.5....Credit Agreement • October 16th, 1995 • Nike Inc • Rubber & plastics footwear • Oregon
EXHIBIT 10.2 COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGREEMENT PARTIES: _______ Ronald McCray ("EMPLOYEE") and NIKE, Inc., and its parent, divisions, subsidiaries, affiliates, successors and assigns. ("NIKE"): RECITALS: ________ A. This Covenant...Covenant Not to Compete and Non-Disclosure Agreement • September 5th, 2007 • Nike Inc • Rubber & plastics footwear • Oregon
CREDIT AGREEMENT Dated as of March 8, 2024 among NIKE, INC., as the Company, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., and JPMORGAN CHASE BANK, N.A. as Co-Syndication Agents, DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA,...Credit Agreement • March 11th, 2024 • NIKE, Inc. • Rubber & plastics footwear • New York
Page Article I DEFINITIONS AND OTHER INTERPRETIVE PROVISIONS 1 1.1 Defined Terms 1 1.2 Other Interpretive Provisions 22 1.3 References to Agreements and Laws 22 1.4 Interest Rates 22 1.5 Exchange Rates; Currency Equivalents 23 1.6 Additional Alternative Currencies. 23 Article II THE FACILITY 24 2.1 The Facility 24 2.2 Advances 24 2.3 [Reserved] 26 2.4 Fees 26 2.5 General Facility Terms 27 2.6 Extension of Termination Date 32 2.7 Increase in Commitments 33 2.8 Defaulting Banks 34 2.9 Designated Borrowers 36 2.1 Term Out Option 37 2.11 Removal of Borrowers 37 Article III TAXES, CHANGE IN CIRCUMSTANCES 37 3.1 Taxes 37 3.2 Yield Protection 41 3.3 Inability to Determine Rates 42 3.4 Funding Indemnification 44 3.5 [Reserved] 44 3.6 Bank Statements; Survival of Indemnity 44 3.7 Removal of Banks 45 Article IV CONDITIONS PRECEDENT 45 4.1 Closing 45 4.2 Each Advance 47 Article V REPRESENTATIONS AND WARRANTIES 48 5.1 Corporate Existence 48 5.2 Authorization and Validity 48 5.3 No Conflict; Govern
STOCK INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • July 23rd, 2015 • Nike Inc • Rubber & plastics footwear • Oregon
Pursuant to the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), the Company grants to _______________ (the “Optionee”) the right and the option (the “Option”) to purchase all or any part of ____________ of the Company’s Class B Common Stock at a purchase price of $_______ per share, subject to the terms and conditions of this agreement between the Company and the Optionee (this “Agreement”). By accepting this Option grant, the Optionee agrees to all of the terms and conditions of the Option grant. The terms and conditions of the Option grant set forth in the attached Exhibit A and in the attached Appendix For Non-U.S. Optionees are incorporated into and made a part of this Agreement. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
NIKE, INC. GLOBAL RESTRICTED STOCK UNIT AGREEMENTGlobal Restricted Stock Unit Agreement • July 23rd, 2015 • Nike Inc • Rubber & plastics footwear • Oregon
Pursuant to paragraph 7 of the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), and effective as of ________ (the “Grant Date”), the Company hereby grants restricted stock units (“RSUs”) to ____________ (the “Recipient”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this RSU grant, the Recipient agrees to all of the terms and conditions of this Agreement, including any special terms and conditions for non-U.S. Recipients in the attached Appendix A and any country-specific terms and conditions in the attached Appendix B. Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Plan.
EXHIBIT 10.3 COMMERCIAL PAPER DEALER AGREEMENTCommercial Paper Dealer Agreement • April 4th, 2007 • Nike Inc • Rubber & plastics footwear • New York
NIKE, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 23rd, 2015 • Nike Inc • Rubber & plastics footwear • Oregon
Pursuant to paragraph 7 of the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), and effective as of _________________ (the “Grant Date”), the Company hereby grants restricted stock to __________________ (the “Recipient”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this restricted stock grant, the Recipient agrees to all of the terms and conditions of this Agreement. Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Plan.
NIKE, INC. PEFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • July 25th, 2024 • NIKE, Inc. • Rubber & plastics footwear • Oregon
Pursuant to the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), the Company grants to the individual listed below (the “Participant”) the number of performance-based restricted stock units (“PSUs”) set forth below for the performance period commencing on [●] and ending on [●] (the “Performance Period”). The grant of PSUs obligates the Company to deliver one share of the Company’s Class B Common Stock (a “Share”) for each earned PSU upon vesting, subject to the terms and conditions of this agreement between the Company and the Participant (this “Agreement”). The Company also agrees that upon the vesting of each earned PSU, the Company will make a dividend equivalent cash payment with respect to such earned and vested PSU in an amount equal to the total amount of dividends paid per Share for which the dividend record dates occurred after the Grant Date set forth below and before the date of delivery of the underlying Share (the “Dividend Equivalent
CREDIT AGREEMENT Dated as of August 28, 2015 among NIKE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent,Credit Agreement • September 2nd, 2015 • Nike Inc • Rubber & plastics footwear • Oregon
This Credit Agreement, dated as of August 28, 2015, is among NIKE, INC., the Banks and BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, and HSBC BANK USA, N.A., as Co-Documentation Agents. The parties hereto agree as follows:
NIKE, INC. FY _______ LONG-TERM INCENTIVE AWARD AGREEMENTLong-Term Incentive Award Agreement • July 20th, 2010 • Nike Inc • Rubber & plastics footwear • Oregon
Pursuant to Section 6 of the Long-Term Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), the Company grants to <<Name>> (“Recipient”) a performance-based award, subject to the terms and conditions of this FY _______ Long-Term Incentive Award Agreement between the Company and Recipient, including the provisions set forth in the attached Appendix for Recipients outside the U.S., if applicable (collectively, this “Agreement”). By accepting this Agreement, Recipient agrees to all of the terms and conditions of the award.
COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGREEMENTCovenant Not to Compete and Non-Disclosure Agreement • July 20th, 2010 • Nike Inc • Rubber & plastics footwear • Oregon
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • October 22nd, 2019 • NIKE, Inc. • Rubber & plastics footwear • Oregon
THIS AIRCRAFT TIME SHARING AGREEMENT (this “Agreement”) is dated as of October 17, 2019 and is effective as of January 13, 2020 (the “Effective Date”), by and between NIKE, INC., an Oregon corporation (“Time Share Lessor”), and JOHN J. DONAHOE II (“Time Share Lessee”).
COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGREEMENTCovenant Not to Compete and Non-Disclosure Agreement • July 25th, 2018 • Nike Inc • Rubber & plastics footwear • Oregon
OPTION AGREEMENTOption Agreement • April 5th, 2018 • Nike Inc • Rubber & plastics footwear • Oregon
Pursuant to the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), the Company grants to the individual listed below (the “Participant”) the right and the option (the “Option”) to purchase all or any part of the total shares of the Company’s Class B Common Stock (“Shares”) granted per the terms and conditions of this agreement between the Company and the Participant (this “Agreement”). By accepting this Option grant, the Participant agrees to all of the terms and conditions of the Plan, the Agreement and any Appendices included with the Agreement. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
NIKE, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 25th, 2024 • NIKE, Inc. • Rubber & plastics footwear • Oregon
Pursuant to the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), the Company grants to the individual listed below (the “Participant”) the number of restricted stock units (“RSUs”) set forth below. The grant of RSUs obligates the Company to deliver one share of the Company’s Class B Common Stock (a “Share”) for each RSU upon vesting, subject to the terms and conditions of this agreement between the Company and the Participant (this “Agreement”). The Company also agrees that upon the vesting of each RSU, the Company will make a dividend equivalent cash payment with respect to such vested RSU in an amount equal to the total amount of dividends paid per Share for which the dividend record dates occurred after the Grant Date set forth below and before the date of delivery of the underlying Share (the “Dividend Equivalent Payment”). By accepting this RSU grant, the Participant agrees to all of the terms and conditions of the Plan, the Agreement and any
COVENANT NOT TO COMPETE AND NON-DISCLOSURE AGREEMENTCovenant Not to Compete and Non-Disclosure Agreement • August 7th, 2003 • Nike Inc • Rubber & plastics footwear • Oregon
CREDIT AGREEMENT Dated as of March 15, 2021 among NIKE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NATIONAL ASSOCIATION, and JPMORGAN CHASE...Credit Agreement • March 18th, 2021 • NIKE, Inc. • Rubber & plastics footwear • New York
This Credit Agreement, dated as of March 15, 2021 (this “Agreement”), is among NIKE, INC. (the “Borrower”), the Banks and BANK OF AMERICA, N.A., as Administrative Agent, CITIBANK N.A., as Syndication Agent, and Deutsche Bank Securities Inc., HSBC Bank USA, National Association, and JPMorgan Chase Bank, N.A., as Co-Documentation Agents. The parties hereto agree as follows:
