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Exhibit
10.3
NIKE, Inc. 1990 Stock
Incentive Plan
1. Purpose . The
purpose of this Stock Incentive Plan (the “Plan”) is to
enable NIKE, Inc. (the “Company”) to attract and retain
as directors, officers, employees, consultants, advisors and
independent contractors people of initiative and ability and to
provide additional incentives to such persons.
2. Shares Subject to the
Plan . Subject to adjustment as provided below and in paragraph
10, the shares to be offered under the Plan shall consist of Class
B Common Stock of the Company (“Shares”), and the total
number of Shares that may be issued under the Plan shall not exceed
one hundred thirty-two million (132,000,000) Shares. If an
option or stock appreciation right granted under the Plan expires,
terminates or is canceled, the unissued Shares subject to such
option or stock appreciation right shall again be available under
the Plan. If Shares sold or awarded as a bonus under the Plan are
forfeited to the Company or repurchased by the Company, the number
of Shares forfeited or repurchased shall again be available under
the Plan.
3. Effective Date and
Duration of Plan .
(a) Effective Date .
The Plan shall become effective when adopted by the Board of
Directors of the Company. However, no option or stock appreciation
right granted under the Plan shall become exercisable until the
Plan is approved by the affirmative vote of the holders of a
majority of the Common Stock of the Company represented at a
shareholders meeting at which a quorum is present and any awards
under the Plan prior to such approval shall be conditioned on and
subject to such approval. Subject to this limitation, options and
stock appreciation rights may be granted and Shares may be awarded
as bonuses or sold under the Plan at any time after the effective
date and before termination of the Plan.
(b) Duration . The
Plan shall continue in effect until all Shares available for
issuance under the Plan have been issued and all restrictions on
such Shares have lapsed. The Board of Directors may suspend or
terminate the Plan at any time except with respect to options and
Shares subject to restrictions then outstanding under the Plan.
Termination shall not affect any outstanding options, any right of
the Company to repurchase Shares or the forfeitability of Shares
issued under the Plan.
4. Administration
.
The Plan shall be
administered by a committee appointed by the Board of Directors of
the Company consisting of not less than two directors (the
“Committee”), which shall determine and designate from
time to time the individuals to whom awards shall be made, the
amount of the awards and the other terms and conditions of the
awards, except that only the Board of Directors may amend or
terminate the Plan as provided in paragraphs 3 and 13. Subject to
the provisions of the Plan, the Committee may from time to time
adopt and amend rules and regulations relating to administration of
the Plan, advance the lapse of any waiting period, accelerate any
exercise date, waive or modify any restriction applicable to Shares
(except those restrictions imposed by law) and make all other
determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan. The interpretation
and construction of the provisions of the Plan and related
agreements by the Committee shall be final and conclusive. The
Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement
in the manner and to the extent it shall deem expedient to carry
the Plan into effect, and it shall be the sole and final judge of
such expediency. Notwithstanding anything to the contrary contained
in this Paragraph 4, the Board of Directors may delegate to the
Chief Executive Officer of the Company, as a one-member committee
of the Board of Directors, the authority to grant awards with
respect to a maximum of 50,000 Shares to any eligible employee who
is not, at the time of such grant, subject to the reporting
requirements and liability provisions contained in Section 16
of the Securities Exchange Act of 1934 (the “Exchange
Act”) and the regulations thereunder.
5. Types of Awards;
Eligibility . The Committee may, from time to time, take the
following action, separately or in combination, under the Plan:
(i) grant Incentive Stock Options, as defined in
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), as provided in paragraph 6(b);
(ii) grant options other than Incentive Stock Options
(“Non-Statutory Stock Options”) as provided in
paragraph
6(c); (iii) award stock bonuses as
provided in paragraph 7; (iv) sell shares subject to
restrictions as provided in paragraph 8; and (v) grant stock
appreciation rights as provided in paragraph 9. Any such awards may
be made to employees, including employees who are officers or
directors, of the Company or any parent or subsidiary corporation
of the Company and to other individuals described in paragraph 1
who the Committee believes have made or will make an important
contribution to the Company or its subsidiaries; provided, however,
that only employees of the Company shall be eligible to receive
Incentive Stock Options under the Plan. The Committee shall select
the individuals to whom awards shall be made. The Committee shall
specify the action taken with respect to each individual to whom an
award is made under the Plan. No employee may be granted options or
stock appreciation rights under the Plan for more than 400,000
Shares in any calendar year.
6. Option Grants
.
(a) Grant . The
Committee may grant options under the Plan. With respect to each
option grant, the Committee shall determine the number of Shares
subject to the option, the option price, the period of the option,
the time or times at which the option may be exercised and whether
the option is an Incentive Stock Option or a Non-Statutory Stock
Option.
(b) Incentive Stock
Options . Incentive Stock Options shall be subject to the
following terms and conditions:
(i) An Incentive Stock Option
may be granted under the Plan to an employee possessing more than
10 percent of the total combined voting power of all classes of
stock of the Company or of any parent or subsidiary of the Company
only if the option price is at least 110 percent of the fair market
value of the Shares subject to the option on the date it is
granted, as described in paragraph 6(b)(iii), and the option by its
terms is not exercisable after the expiration of five years from
the date it is granted.
(ii) Subject to paragraphs
6(b)(i) and 6(d), Incentive Stock Options granted under the Plan
shall continue in effect for the period fixed by the Committee,
except that no Incentive Stock Option shall be exercisable after
the expiration of 10 years from the date it is granted.
(iii) The option price per
share shall be determined by the Committee at the time of grant.
Subject to paragraph 6(b)(i), the option price shall not be less
than 100 percent of the fair market value of the Shares covered by
the Incentive Stock Option at the date the option is granted. The
fair market value shall be deemed to be the closing price of the
Class B Common Stock of the Company as reported in the New York
Stock Exchange Composite Transactions in the Wall Street Journal on
the date the option is granted, or if there has been no sale on
that date, on the last preceding date on which a sale occurred, or
such other reported value of the Class B Common Stock of the
Company as shall be specified by the Committee.
(iv) No Incentive Stock
Option shall be granted on or after the tenth anniversary of the
last action by the Board of Directors approving an increase in the
number of shares available for issuance under the Plan, which
action was subsequently approved within 12 months by the
shareholders.
(c) Non-Statutory Stock
Options . The option price for Non-Statutory Stock Options
shall be determined by the Committee at the time of grant. The
option price may not be less than 75 percent of the fair market
value of the Shares covered by the Non-Statutory Stock Option on
the date the option is granted. The fair market value of Shares
covered by a Non-Statutory Stock Option shall be determined
pursuant to paragraph 6(b)(iii).
(d) Exercise of
Options . Except as provided in paragraph 6(f), no option
granted under the Plan may be exercised unless at the time of such
exercise the optionee is employed by the Company or any parent or
subsidiary corporation of the Company and shall have been so
employed continuously since the date such option was granted.
Absence on leave or on account of illness or disability under rules
established by the Committee shall not, however, be deemed an
interruption of employment for this
purpose. Except as provided in
paragraphs 6(f), 10 and 11, options granted under the Plan may be
exercised from time to time over the period stated in each option
in such amounts and at such times as shall be prescribed by the
Committee, provided that options shall not be exercised for
fractional shares. Unless otherwise determined by the Committee, if
the optionee does not exercise an option in any one year with
respect to the full number of Shares to which the optionee is
entitled in that year, the optionee’s rights shall be
cumulative and the optionee may purchase those Shares in any
subsequent year during the term of the option.
(e) Nontransferability
. Except as provided below, each stock option granted under the
Plan by its terms shall be nonassignable and nontransferable by the
optionee, either voluntarily or by operation of law, and each
option by its terms shall be exercisable during the
optionee’s lifetime only by the optionee. A stock option may
be transferred 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. A Non-Statutory Stock Option shall also be
transferable pursuant to a qualified domestic relations order as
defined under the Code or Title I of the Employee Retirement Income
Security Act. The Committee may, in its discretion, authorize all
or a portion of a Non-Statutory Stock Option granted to an optionee
to be on terms which permit transfer by the optionee to
(i) the spouse, children or grandchildren of the optionee
(“Immediate Family Members”), (ii) a trust or
trusts for the exclusive benefit of Immediate Family Members, or
(iii) a partnership in which Immediate Family Members are the
only partners, provided that (x) there may be no consideration
for any transfer, (y) the stock option agreement pursuant to
which the options are granted must expressly provide for
transferability in a manner consistent with this paragraph, and
(z) subsequent transfers of transferred options shall be
prohibited except by will or by the laws of descent and
distribution. Following any transfer, options shall continue to be
subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of
paragraphs 6(d), 6(g), 10 and 11 the term “optionee”
shall be deemed to refer to the transferee. The events of
termination of employment of paragraph 6(f), shall continue to be
applied with respect to the original optionee, following which the
options shall be exercisable by the transferee only to the extent,
and for the periods specified, and all other references to
employment, termination of employment, life or death of the
optionee, shall continue to be applied with respect to the original
optionee.
(f) Termination of
Employment or Death .
(i) Unless otherwise provided
at the time of grant, in the event the employment of the optionee
by the Company or a parent or subsidiary corporation of the Company
terminates for any reason other than because of retirement,
physical disability or death, the option may be exercised at any
time prior to the expiration date of the option or the expiration
of three months after the date of such termination of employment,
whichever is the shorter period, but only if and to the extent the
optionee was entitled to exercise the option at the date of such
termination.
(ii) Unless otherwise
provided at the time of grant, in the event the employment of the
optionee by the Company or a parent or subsidiary corporation of
the Company terminates as a result of the optionee’s
retirement, the option may be exercised by the optionee to the
extent specified in this paragraph 6(f)(ii) at any time prior to
the expiration date of the option or the expiration of three months
after the date of such termination of employment, whichever is the
shorter period. For purposes of this paragraph 6(f),
“retirement” means a termination of employment that
occurs at a time when (A) the optionee’s retirement
point total is at least 55, and (B) the optionee has at least
five full years of service as an employee of the Company or a
parent or subsidiary corporation of the Company. For purposes of
this paragraph 6(f), “retirement point total” means the
sum of the optionee’s age in full years plus the
optionee’s full years of service as an employee of the
Company or a parent or subsidiary corporation of the Company. Upon
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
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