Exhibit 10.3
NIKE, INC.
RESTRICTED STOCK BONUS AGREEMENT
This Agreement is entered into as of _______, 200_, between NIKE,
Inc., an Oregon corporation (the "Company"), and _____________ (the
"Recipient").
The Company has awarded a restricted stock bonus to the Recipient
pursuant to paragraph 7 of the Company's 1990 Stock Incentive Plan (the
"Plan") and Recipient desires to accept the award subject to the terms
and conditions of this agreement.
NOW, THEREFORE, the parties agree as follows:
1. Award of Restricted Stock Bonus. Subject to the terms and
conditions of this Agreement, the Company hereby grants to the Recipient
_______ shares of Class B Common Stock of the Company (the "Restricted
Shares"). The Restricted Shares are subject to forfeiture to the
Company as set forth in Section 2 below.
2. Forfeiture Restriction. If the Recipient ceases to be employed
by the Company for any reason or for no reason, with or without cause,
other than death or physical disability (within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended), any unvested
Restricted Shares shall be forfeited to the Company. All of the
Restricted Shares shall initially be unvested, and shall vest with
respect to _________ of the total Restricted Shares on each of the
anniversaries of the date of this Agreement or, if earlier, upon the
occurrence of a Special Acceleration (as defined in Section 11 of the
Plan). If the Recipient ceases to be employed by the Company as a
result of death or physical disability (within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended), all of the
Restricted Shares shall immediately vest. Nothing contained in this
Agreement shall confer upon Recipient any right to be employed by the
Company or to continue to provide services to the Company or to
interfere in any way with the right of the Company to terminate
Recipient's services at any time for any reason, with or without cause.
3. Restriction on Transfer. The Recipient shall not sell, assign,
pledge, or in any manner transfer unvested Restricted Shares, or any
right or interest in unvested Restricted Shares, whether voluntarily or
by operation of law, or by gift, bequest or otherwise. Any sale or
transfer, or purported sale or transfer, of unvested Restricted Shares,
or any right or interest in unvested Restricted Shares, in violation of
this Section 3 shall be null and void.
4. Tax Withholding. Recipient acknowledges that, at the time any
portion of the Restricted Shares vests, the value of such vested
Restricted Shares will be treated as ordinary compensation income for
federal and state income and FICA tax purposes, and that the Company
will be required to withhold taxes on this income amount. Promptly
following vesting, the Company will notify Recipient of the required
withholding amount. Within 10 days of such notice, Recipient shall pay
to the Company the required withholding amount by surrendering to the
Company for cancellation vested Restricted Shares or other shares of
Class B Common Stock valued at the closing market price for the Class B
Common Stock on the last trading day preceding the date of Recipient's
election to surrender such shares.
5. Rights as Shareholder; Dividends. Upon the execution and
delivery of this Agreement, the award of the Restricted Shares shall be
completed and, except as limited by this Agreement, the Recipient shall
be the owner of the Restricted Shares with all rights of a shareholder,
including the right to vote the Restricted Shares and to receive
ordinary dividends payable with respect to the Restricted Shares from
the date of this Agreement. Until the Restricted Shares become vested,
they will not be treated as issued shares for federal income tax
purposes and dividends paid to the Recipient with respect to the
Restricted Shares will be treated for federal income tax purposes as
additional compensation subject to applicable withholding.
6. Stock Certificate. To secure the rights of the Company under
Sections 2 and 4, the Company will retain the certificate or
certificates representing the Restricted Shares. Upon any forfeiture of
the Restricted Shares covered by this Agreement, the Company shall have
the right to cancel the Restricted Shares in accordance with this
Agreement without any further action by the Recipient. Upon any failure
of the Recipient to pay required withholding under Section 4, the
Company shall have the right to cancel vested Restricted Shares with a
value equal to the required withholding amount without any further
action by the Recipient. After Restricted Shares have vested and all
required withholding has been paid to the Company in connection with
such vesting, the Company shall deliver a certificate for the vested
Restricted Shares to the Recipient.
7. Additional Company Shares. If, prior to vesting of Restricted
Shares, the outstanding Class B Common Stock is increased as a result of
a stock dividend or stock split, the restrictions and other provisions
of this Agreement shall apply to any such additional shares of Class B
Common Stock which are issued in respect of the Restricted Shares to the
same extent as such restrictions and other provisions apply to the
Restricted Shares.
8. Restrictive Legends. Stock certificates for shares issued under
this Agreement may bear the following legends:
The shares represented by this certificate are subject to a
Restricted Stock Bonus Agreement between the registered owner
and NIKE, Inc. which restricts the transferability of the
shares. A copy of the agreement is on file with the Secretary
of NIKE, Inc.
9. Miscellaneous.
9.1 Entire Agreement; Amendment. This Agreement constitutes
the entire agreement of the parties with regard to the subjects hereof
and may be amended only by written agreement between the Company and the
Recipient.
9.2 Notices. Any notice required or permitted under this
Agreement shall be in writing and shall be deemed sufficient when
delivered personally to the party to whom it is addressed or when
deposited into the United States Mail as registered or certified mail,
return receipt requested, postage prepaid, addressed to the Company,
Attention: Corporate Secretary, at its principal executive offices or to
the Recipient at the address of Recipient in the Company's records, or
at such other address as such party may designate by ten (10) days'
advance written notice to the other party.
9.3 Rights and Benefits. The rights and benefits of this
Agreement shall inure to the benefit of and be enforceable by the
Company's successors and assigns and, subject to the restrictions on
transfer of this Agreement, be binding upon the Recipient's heirs,
executors, administrators, successors and assigns.
9.4 Further Action. The parties agree to execute such further
instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Agreement.
9.5 Applicable Law; Attorney Fees. The terms and conditions
of this Agreement shall be governed by the laws of the State of Oregon.
In the event either party institutes litigation hereunder, the
prevailing party shall be entitled to reasonable attorney fees to be set
by the trial court and, upon any appeal, the appellate court.
9.6 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
NIKE, Inc. RECIPIENT
By:_______________________ ___________________________
