Exhibit 10.19
Emp I.D. # 18355
Start Date.
Hiring Manager: Mark Parker
COVENANT NOT TO
COMPETE
AND NON-DISCLOSURE
AGREEMENT
PARTIES :
Trevor Edwards
(“EMPLOYEE”)
and
NIKE, Inc., and its parent,
divisions,
subsidiaries and affiliates.
(“NIKE”):
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 appointment as a corporate officer.
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,
COVENANT NOT TO COMPETE AND
NON-DISCLOSURE AGREEMENT - Page 1
Revised 6/12/00
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 and 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, Champion, Oakley, DKNY,
Converse, Asics, Saucony, New Balance, Ralph Lauren/Polo Sport,
B.U.M, FUBU, The Gap, Tommy Hilfiger, Umbro, Northface, Venator
(Foot lockers), Sports Authority, Columbia Sportswear, 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
COVENANT NOT TO COMPETE AND
NON-DISCLOSURE AGREEMENT - Page 2
Revised 6/12/00
base salary while the Restriction
Period is in eff
