EXHIBIT 10.5
NIKE, Inc. LONG-TERM INCENTIVE
PLAN
This is the Long-Term Incentive Plan
of NIKE, Inc. for the payment of incentive compensation to
designated employees.
Section 1.
Definitions.
The following terms have the
following meanings:
Board: The Board of Directors of the
Company.
Code: The Internal Revenue Code of 1986, as
amended.
Committee:
The Compensation Committee of the
Board, provided however, if the Compensation Committee of the Board
is not composed entirely of Outside Directors, the
“Committee” shall mean a committee composed entirely of
at least two Outside Directors appointed by the Board from time to
time.
Company: NIKE, Inc.
Outside Directors:
The meaning ascribed to this term in
Section 162(m) of the Code and the regulations proposed or
adopted thereunder.
Performance Period:
The period of time for which Company
performance is measured for purposes of a Target Award.
Performance Target:
An objectively determinable level of
performance as selected by the Committee to measure performance of
the Company or any subsidiary, division, or other unit of the
Company for the Performance Period based on one or more of the
following: net income, net income before taxes, operating income,
revenues, return on sales, return on equity, earnings per share,
total shareholder return, or any of the foregoing before the effect
of acquisitions, divestitures, accounting changes, restructuring,
or other special charges, as determined by the Committee at the
time of establishing a Performance Target.
Plan: The Long-Term Incentive Plan of the
Company.
Target Award:
An amount of compensation to be paid
in cash to a Plan participant based on achievement of a particular
Performance Target level, as established by the
Committee.
Year: The fiscal year of the Company.
Section 2.
Objectives.
The objectives of the Plan are
to:
(a) recognize and reward on a
long-term basis selected employees of the Company and its
subsidiaries for their contributions to the overall profitability
and performance of the Company; and
(b) qualify compensation under the
Plan as “performance-based compensation” within the
meaning of Section 162(m) of the Code and the regulations
promulgated thereunder.
Section 3.
Administration.
The Plan will be administered by the
Committee. Subject to the provisions of the Plan, the Committee
will have full authority to interpret the Plan, to establish and
amend rules and regulations relating to it, to determine the terms
and provisions for making awards and to make all other
determinations necessary or advisable for the administration of the
Plan.
Section 4.
Participation.
Target Awards may be granted under
the Plan only to individuals selected by the Committee who are
employees of the Company or a subsidiary of the Company.
Section 5. Determination of
the Performance Targets and Awards.
