EXHIBIT 10.1
NIKE, INC.
1990 STOCK INCENTIVE PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
Pursuant to the 1990 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 ____ shares 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
attached Exhibit A are incorporated into and made a part of this Agreement.
1. Grant Date; Expiration Date. The Grant Date for this Option is
_________. The Option shall continue in effect until _________ (the
"Expiration Date") unless earlier terminated as provided in Sections 1, 4 or 5
of Exhibit A. The Option shall not be exercisable on or after the Expiration
Date.
2. Vesting of Option. The Vesting Reference Date of this Option is
_______. Until it expires or is terminated as provided in Sections 1, 4 or 5
of Exhibit A, the Option may be exercised from time to time to purchase whole
shares as to which it has become exercisable. The Option shall become
exercisable for 25% of the shares on each of the first four anniversaries of
the Vesting Reference Date, so that the Option will be fully exercisable on the
fourth anniversary of the Vesting Reference Date.
3. Non-Statutory Stock Option. The Company hereby designates the
Option to be a non-statutory stock option, rather than an Incentive Stock
Option as defined in Section 422 of the United States Internal Revenue Code of
1986, as amended.
NIKE, Inc.
By: /s/Xxxxxx X. Xxxxxx
______________________________
Xxxxxx X. Xxxxxx,
Chief Executive Officer
NIKE, INC.
EXHIBIT A TO
1990 STOCK INCENTIVE PLAN
NON-STATUTORY STOCK OPTION AGREEMENT
1. Termination of Employment or Service.
1.1 General Rule. Except as provided in this Section 1, the
Option may not be exercised unless at the time of exercise the Optionee is
employed by or in the service of the Company and shall have been so employed or
provided such service continuously since the Grant Date. For purposes of this
Exhibit A, the Optionee is considered to be employed by or in the service of
the Company if the Optionee is employed by or in the service of the Company or
any parent or subsidiary corporation of the Company (an "Employer").
1.2 Termination Generally. If the Optionee's employment or
service with the Company terminates for any reason other than because of the
Optionee's total disability, death or retirement as provided in Sections 1.3,
1.4 or 1.5, the Option may be exercised at any time before the Expiration Date
or the expiration of three months after the date of termination, whichever is
the shorter period, but only if and to the extent the Optionee was entitled to
exercise the Option at the date of termination.
1.3 Termination Because of Total Disability. If the Optionee's
employment or service with the Company terminates because of total disability,
the Option shall immediately become exercisable in full and may be exercised at
any time before the Expiration Date or before the date that is one year after
the date of termination, whichever is the shorter period. The term "total
disability" means a medically determinable mental or physical impairment that
is expected to result in death or has lasted or is expected to last for a
continuous period of 12 months or more and that, in the opinion of the Company
and two independent physicians, causes the Optionee to be unable to perform
duties as an employee, director, officer or consultant of the Employer and
unable to be engaged in any substantial gainful activity. Total disability
shall be deemed to have occurred on the first day after the two independent
physicians have furnished their written opinion of total disability to the
Company and the Company has reached an opinion of total disability.
1.4 Termination Because of Death. If the Optionee dies while
employed by or in the service of the Company, the Option shall immediately
become exercisable in full and may be exercised at any time before the
Expiration Date or before the date that is one year after the date of death,
whichever is the shorter period, but only by the person or persons to whom the
Optionee's rights under the Option shall pass by the Optionee's will or by the
laws of descent and distribution of the state or country of domicile at the
time of death.
1.5 Termination Because of Retirement. If the Optionee's
employment or service with the Company terminates because of the Optionee's
retirement, the Option may be exercised at any time before the Expiration Date
or before the expiration of three months after the date of termination,
whichever is the shorter period, but only to the extent specified in this
Section 1.5. For purposes of this Section 1.5, the term "retirement" means a
termination of employment or service that occurs at a time when (a) the
Optionee's retirement point total is at least 55, and (b) the Optionee has been
employed by or in the service of the Company or a parent or subsidiary
corporation of the Company for at least five full years. For purposes of this
Section 1.5, the term "retirement point total" means the sum of the Optionee's
age in full years plus the number of full years that the Optionee has been
employed by or in the service of the Company or a parent or subsidiary
corporation of the Company. Upon the Optionee's retirement, the Optionee may
exercise the portion of the Option that the Optionee was entitled to exercise
immediately prior to retirement plus a percentage of the remaining unvested
portion of the Option based on the Optionee's retirement point total at the
time of retirement as set forth in the following table:
Percent of Unvested Option
Retirement Point Total That Becomes Exercisable
______________________ ________________________
55 or 56 20%
57 40%
58 60%
59 80%
60 100%
1.6 Absence on Leave. Absence on leave or on account of
illness or disability under rules established by the committee of the Board of
Directors of the Company appointed to administer the Plan (the "Committee")
shall not be deemed an interruption of employment or service.
1.7 Failure to Exercise Option. To the extent that following
termination of employment or service, the Option is not exercised within the
applicable periods described above, all further rights to purchase shares
pursuant to the Option shall cease and terminate.
2. Method of Exercise of Option. The Option may be exercised only by
notice in writing from the Optionee to the Company of the Optionee's binding
commitment to purchase shares, specifying the number of shares the Optionee
desires to purchase under the Option and the date on which the Optionee agrees
to complete the transaction and, if required to comply with the Securities Act
of 1933, containing a representation that it is the Optionee's intention to
acquire the shares for investment and not with a view to distribution. On or
before the date specified for completion of the purchase, the Optionee must pay
the Company the full purchase price of those shares in cash or by check Unless
the Committee determines otherwise, no shares shall be issued until full
payment for the shares has been made, including all amounts owed for tax
withholding. The Optionee shall, immediately upon notification of the amount
due, if any, pay to the Company in cash or by check amounts necessary to
satisfy any applicable federal, state and local tax withholding requirements.
If additional withholding is or becomes required (as a result of exercise of
the Option or as a result of disposition of shares acquired pursuant to
exercise of the Option) beyond any amount deposited before delivery of the
certificates, the Optionee shall pay such amount to the Company, in cash or by
check, on demand. If the Optionee fails to pay the amount demanded, the
Company or the Employer may withhold that amount from other amounts payable to
the Optionee, including salary, subject to applicable law.
3. Nontransferability. The Option is nonassignable and
nontransferable by the Optionee, either voluntarily or by operation of law,
except as provided below and except by will or by the laws of descent and
distribution of the state or country of the Optionee's domicile at the time of
death, and during the Optionee's lifetime, the Option is exercisable only by
the Optionee. The Option shall also be transferable pursuant to a qualified
domestic relations order as defined under the Internal Revenue Code of 1986 or
Title I of the Employee Retirement Income Security Act. Following any
permitted transfer, the Option shall continue to be subject to the same terms
and conditions as were applicable immediately prior to the transfer, provided
that, except for purposes of Section 1, the term "Optionee" shall be deemed to
refer to the transferee. All references in Section 1 to employment or service,
termination of employment or service and total disability, death and retirement
shall continue to be applied with respect to the original Optionee. Following
any termination of employment or service or total disability, death or
retirement of the original Optionee as described in Section 1, the Option shall
be exercisable by the transferee only to the extent and for the periods
specified.
4. Changes in Capital Structure. If the outstanding shares of Common
Stock of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of any reorganization, merger,
consolidation, plan of exchange, recapitalization, reclassification, stock
split-up, combination of shares or dividend payable in shares, appropriate
adjustment shall be made by the Committee in the number and kind of shares
subject to the Option, or the unexercised portion thereof, so that the
Optionee's proportionate interest before and after the occurrence of the event
is maintained; provided, however, that this Section 4 shall not apply with
respect to Approved Transactions (as defined below). Notwithstanding the
foregoing, the Committee shall have no obligation to effect any adjustment that
would or might result in the issuance of fractional shares, and any fractional
shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Committee. Any such adjustments made by the Committee
shall be conclusive. In the event of any merger, consolidation or plan of
exchange affecting the Company to which Section 5 does not apply, the Committee
may, in its sole discretion, provide a 30-day period prior to such event during
which the Optionee shall have the right to exercise the Option, in whole or in
part, without any limitation on exercisability, and upon the expiration of such
30-day period, the Option shall immediately terminate.
5. Special Acceleration in Certain Events. Notwithstanding any other
provision in this Agreement, the Option shall, at any time when the
shareholders of the Company approve an Approved Transaction, immediately become
exercisable in full during the remainder of the term of the Option; provided,
however, that the Committee may, in its sole discretion, provide a 30-day
period prior to the Approved Transaction during which the Optionee shall have
the right to exercise the Option, in whole or in part, without any limitation
on exercisability, and upon the expiration of such 30-day period, the Option
shall immediately terminate. For purposes of this Section 5, 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.
6. Conditions on Obligations. The Company shall not be obligated to
issue shares of Class B Common Stock upon exercise of the Option if the Company
is advised by its legal counsel that such issuance would violate applicable
state or federal laws, including securities laws. The Company will use its
best efforts to take steps required by state or federal law or applicable
regulations in connection with issuance of shares upon exercise of the Option.
7. No Right to Employment or Service. Nothing in the Plan or this
Agreement shall (a) confer upon the Optionee any right to be continued in the
employment of an Employer or interfere in any way with the Employer's right to
terminate the Optionee's employment at will at any time, for any reason, with
or without cause, or to decrease the Optionee's compensation or benefits, or
(b) confer upon the Optionee any right to be retained or employed by the
Employer or to the continuation, extension, renewal or modification of any
compensation, contract or arrangement with or by the Employer. The
determination of whether to grant any option under the Plan is made by the
Company in its sole discretion. The grant of the Option shall not confer upon
the Optionee any right to receive any additional option or other award under
the Plan or otherwise.
8. Successors of Company. This Agreement shall be binding upon and
shall inure to the benefit of any successor of the Company but, except as
provided herein, the Option may not be assigned or otherwise transferred by the
Optionee.
9. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares of Class B Common Stock until the date
the Optionee becomes the holder of record of those shares. No adjustment shall
be made for dividends or other rights for which the record date occurs before
the date the Optionee becomes the holder of record.
10. Amendments. The Company may at any time amend this Agreement to
extend the expiration periods provided in Section 1 or to increase the portion
of the Option that is exercisable. Otherwise, this Agreement may not be
amended without the written consent of the Optionee and the Company.
11. Committee Determinations. The Optionee agrees to accept as
binding, conclusive and final all decisions and interpretations of the
Committee or other administrator of the Plan as to the provisions of the Plan
or this Agreement or any questions arising thereunder.
12. Governing Law. This Agreement shall be governed by the laws of the
state of Oregon.
13. Complete Agreement. This Agreement constitutes the entire
agreement between the Optionee and the Company, both oral and written
concerning the matters addressed herein, and all prior agreements or
representations concerning the matters addressed herein, whether written or
oral, express or implied, are terminated and of no further effect.
