Exhibit 10.2
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
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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 3 below.
2. Vesting.
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2.1 Generally. All of the Restricted Shares shall initially
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be unvested, and shall vest with respect to _________ of the total
Restricted Shares on each of the anniversaries of the date of this
Agreement.
2.2 Acceleration Upon Death or Disability. If the Recipient
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ceases to be employed by or in the service of the Company or any parent
or subsidiary corporation of 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.
2.3 Special Acceleration in Certain Events. All of the
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Restricted Shares shall immediately vest at any time when the
shareholders of the Company approve an Approved Transaction. For
purposes of this Agreement, the term "Approved Transaction" means (a)
any consolidation, merger, plan of exchange or transaction involving
the Company (a "Merger") in which the Company is not the continuing or
surviving corporation or pursuant to which the Common Stock of the
Company would be converted into cash, securities or other property,
other than a Merger involving the Company in which the holders of the
Common Stock of the Company immediately prior to the Merger have the
same proportionate ownership of common stock of the surviving
corporation after the Merger, or (b) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of
all or substantially all of the assets of the Company or the adoption
of any plan or proposal for the liquidation or dissolution of the
Company.
3. Forfeiture Restriction. If the Recipient ceases to be employed
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by or in the service of the Company or any parent or subsidiary
corporation of the Company for any reason or for no reason, with or
without cause, any Restricted Shares that did not vest pursuant to
Section 2 above at or prior to the time of such termination of
employment or service shall be forfeited to the Company. Nothing
contained in this Agreement shall confer upon Recipient any right to be
employed by the Company or any parent or subsidiary corporation of the
Company or to continue to provide services to the Company or any parent
or subsidiary corporation of the Company or to interfere in any way
with the right of the Company or any parent or subsidiary corporation
of the Company to terminate Recipient's services at any time for any
reason, with or without cause.
4. Restriction on Transfer. The Recipient shall not sell, assign,
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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 4 shall be null and void.
5. Tax Withholding. Recipient acknowledges that, on the date (the
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"Vesting Date") any portion of the Restricted Shares vests, the Value
(as defined below) on that date 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. To satisfy the required
withholding amount, Recipient shall surrender to the Company the number
of vested Restricted Shares having a Value equal to the required
withholding amount, and the Company shall have the right to cancel such
number of vested Restricted Shares without any further action by
Recipient before delivering the balance of the vested Restricted Shares
to Recipient in accordance with Section 7. For purposes of this
Section 5, the "Value" of a Restricted Share shall be equal to the
closing market price for Class B Common Stock on the last trading day
preceding the Vesting Date. Notwithstanding the foregoing, Recipient
may elect with respect to any Vesting Date to pay withholding taxes in
cash instead of having vested Restricted Shares withheld to cover taxes
by giving notice to the Company in writing at least 15 days prior to
the Vesting Date, in which case no vested Restricted Shares shall be
delivered to Recipient until Recipient shall have paid to the Company
in cash any required tax withholding. Recipient agrees not to file
with respect to any Restricted Shares any election under Section 83(b)
of the Internal Revenue Code of 1986, as amended (the "Code").
6. Rights as Shareholder; Dividends. Upon the execution and
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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.
7. Stock Certificate. To secure the rights of the Company under
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Sections 3 and 5, 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. 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 remaining vested Restricted Shares to the
Recipient.
8. Additional Company Shares. If, prior to vesting of Restricted
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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.
9. Restrictive Legends. Stock certificates for shares issued under
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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.
10. Miscellaneous.
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10.1 Entire Agreement; Amendment. This Agreement
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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.
10.2 Notices. Any notice required or permitted under this
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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.
10.3 Rights and Benefits. The rights and benefits of this
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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.
10.4 Further Action. The parties agree to execute such
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further instruments and to take such further action as may reasonably
be necessary to carry out the intent of this Agreement.
10.5 Applicable Law; Attorney Fees. The terms and
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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.
10.6 Headings. The headings in this Agreement are for
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convenience only and will not control or affect the meaning or
construction of the provisions of this Agreement.
10.7 Counterparts. This Agreement may be executed in two or
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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:_______________________ __________________________
