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EXHIBIT 10.2
COVENANT NOT TO COMPETE
AND NON-DISCLOSURE AGREEMENT
PARTIES:
_______
Ronald McCray ("EMPLOYEE")
and
NIKE, Inc., and its parent, divisions,
subsidiaries, affiliates, successors and assigns. ("NIKE"):
RECITALS:
________
A. This Covenant Not to Compete and Non-Disclosure Agreement
is executed upon the EMPLOYEE's bona fide advancement with NIKE
and is
a condition of such advancement. Employee acknowledges that
this
Covenant Not to Compete and Non-Disclosure Agreement is a
condition of
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 Protected Information throughout
the
world. Protected 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 engaged anywhere
in the
world in the athletic footwear, athletic apparel or sports
equipment,
sports electronics/technology and sports accessories business,
or any
other business which directly competes with NIKE or any of its
parent,
subsidiaries or affiliated corporations (a "Competitor"). By way
of
illustration only, examples of NIKE competitors include, but are
not
limited to: Adidas, FILA, Reebok, Puma, Skechers, KSwiss,
Garmin,
Polar, Merrell, Timberland, Champion, Oakley, DKNY, Asics,
Saucony, New
Balance, Ralph Lauren/Polo Sport, B.U.M, FUBU, The Gap, Tommy
Hilfiger,
Umbro, The North Face, Foot Locker, Sports Authority,
Columbia
Sportswear, Under Armour, Wilson, Mizuno, Callaway Golf and
Titleist.
This provision is subject to NIKE's option to waive all or any
portion
of 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 through
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 or a portion of the
Restriction
Period or to limit the definition of Competitor, by giving
EMPLOYEE
seven (7) days prior notice of such election. In the event all
or a
portion of the Restriction Period is waived, NIKE shall not
be
obligated to pay EMPLOYEE for any period of time as to which
the
covenant not to compete has been waived.
(d) Additional Consideration. As additional
________________________
consideration for the covenant not to compete described above,
should
NIKE terminate EMPLOYEE's employment and elect to enforce the
non-
competition agreement, NIKE shall pay EMPLOYEE a monthly payment
equal
to one hundred percent (100%) of EMPLOYEE's last monthly base
salary
while the Restriction Period is in effect. If EMPLOYEE
voluntarily
terminates employment and NIKE elects to enforce the
non-competition
agreement, NIKE shall pay EMPLOYEE a monthly severance payment
equal to
fifty percent (50%) of EMPLOYEE's last monthly base salary while
the
Restriction Period is in effect. The first payment to EMPLOYEE
of
addit
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