EXHIBIT 10.1
CONVENANT NOT TO COMPETE
________________________
AND NON-DISCLOSURE AGREEMENT
____________________________
PARTIES:
Adam
Helfant(EMPLOYEE)
and
NIKE, Inc., an Oregon corporation, and its parents, divisions,
subsidiaries and affiliates.
RECITALS:
________
A.
This Covenant Not to Compete and Non-Disclosure Agreement is
executed upon initial employment or upon the EMPLOYEE's advancement
with
NIKE and is a condition of such employment or advancement.
B.
Over the course of EMPLOYEE's employment with NIKE, EMPLOYEE
will
be or has been exposed to and/or is in a position to develop
confidential information peculiar to NIKE's business and not
generally
known to the public as defined below ("Protected Information"). It
is
anticipated that EMPLOYEE will continue to be exposed to
Protected
Information of greater sensitivity as EMPLOYEE advances in the
company.
C.
The nature of NIKE's business is highly competitive and
disclosure of any Protected Information would result in severe
damage to
NIKE and be difficult to measure.
D.
NIKE makes use of its Protective Information throughout the
world.
Protective Information of NIKE can be used to NIKE's detriment
anywhere
in the world.
AGREEMENT:
_________
In consideration of the foregoing, and the terms and conditions
set
forth below, the parties agree as follows:
1.
Covenant Not to Compete.
_______________________
(a) Competition
Restriction. During
EMPLOYEE's employment
_______________________
by NIKE, under the terms of any employment contract or otherwise,
and
for 1 year thereafter, (the "Restriction Period") EMPLOYEE will
not
directly or indirectly, own, manage, control, or participate in
the
ownership, management or control of, or be employed by, consult
for, or
be connected in any manner with, any business (regardless of
where
located) primarily engaged in the athletic footwear, athletic
apparel or
sports equipment and accessories business ("Competitor"). It is
understood and agreed that none of the television networks (e.g.
CBS,
CBS Sports, Fox, Fox Sports, NBC, NBC Sports, ABC or ABC
Sports),
professional sports leagues (e.g. NBA, NBA Properties, MLB, MLB
Properties, NFL, NFL Properties, NHL or NHL Enterprises) or
athletic
management or other agencies (e.g. IMG or ISL) shall be
considered
Competitors for purposes of this Agreement. This provision is
subject to
NIKE's option to waive the Restriction Period as more
specifically
provided below.
(b) Extension of
Time. In the event
EMPLOYEE breaches
_________________
this covenant not to compete, the Restriction Period shall
automatically
toll from the date of the first breach, and all subsequent
breaches,
until the resolution of the breach though private settlement,
judicial
or other action, including all appeals. The Restriction Period
shall
continue upon the effective date of any such settlement judicial
or
other resolution. NIKE shall not be obligated to pay EMPLOYEE
the
additional compensation described in paragraph 1(d) below during
any
period of time in which this Agreement is tolled due to
EMPLOYEE's
breach. In the event EMPLOYEE receives such additional
compensation
after any such breach, EMPLOYEE must immediately reimburse NIKE in
the
amount of all such compensation upon the receipt of a written
request by
NIKE.
(c) Waiver of
Non-Compete. NIKE has
the option, in its
_____________________
sole discretion, to elect to waive all but not a portion of the
Restriction Period or to limit the definition of Competitor, by
giving
EMPLOYEE written notice of such election within fourteen (14) days
after
either party gives notice to the other party of the termination
of
EMPLOYEE's employment. In the event all of the Restriction Period
is
waived in accordance with the preceding sentence, NIKE shall not
be
obligated to pay EMPLOYEE pursuant to paragraph 1(d) below:
(d) Additional
Consideration. As
additional consideration
________________________
for the covenant not to compete described above, NIKE shall pay
EMPLOYEE
a monthly severance payment equal to one hundred percent (100%)
of
EMPLOYEE's last monthly base salary while the Restriction Period is
in
effect (i.e., an aggregate severance amount equal to the product
of
EMPLOYEE's last monthly base salary and 12, payable in equal
installments pursuant to the following sentence). NIKE's obligation
to
pay the above additional consideration shall not begin until
the
thirtieth (30th) day after termination of employment, and the
first
payment to EMPLOYEE shall foll
