Exhibit 10.3
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
_________, which was the date of the Company's 20___ annual meeting of
shareholders. 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. 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 100% of the shares on the date of the
first annual meeting of shareholders of the Company held after the Grant
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:______________________________
Xxxxxxx X. Xxxxx,
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 or death as provided in Sections 1.3 or 1.4, 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 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.
1.6 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 and
death shall continue to be applied with respect to the original Optionee.
Following any termination of employment or service or total disability or
death 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.
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