EXHIBIT
10.1
COVENANT NOT TO COMPETE
AND NON-DISCLOSURE AGREEMENT
PARTIES:
Mark G. Parker (Employee)
NIKE, Inc., and its parent, divisions, subsidiaries and affiliates
(NIKE)
DATE: February 28,
2006
RECITALS:
A.
This Covenant Not to Compete and Non-Disclosure Agreement is
executed upon the Employee's advancement to the position of
President
and Chief Executive Officer of NIKE, is a condition of such
advancement,
and is intended to supersede his prior Covenant Not To Compete and
Non-
Disclosure Agreement, amended as of December 28, 2004.
B.
Over the course of Employee's employment with NIKE, Employee
will
be or has been exposed to and 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.
_______________________
1.1
Competition
Restriction. During
Employee's employment by
_______________________
NIKE, under the terms of any employment contract or otherwise, and
for
twenty-four (24) months 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 and
accessories business, or any other business which directly competes
with
NIKE or any of its parent, subsidiaries or affiliated
corporations
("Competitor"). By way
of illustration only, examples of NIKE
competitors include but are not limited to: Adidas, FILA, Reebok, Puma,
Asics, Saucony, New Balance, Skechers, KSwiss, Merrell,
Timberland,
Champion, Russell, Oakley, DKNY, Ralph Lauren/Polo Sport, B.U.M.,
FUBU,
The Gap, Tommy Hilfiger, Umbro, The North Face, Foot Locker, The
Sports
Authority, Finish Line, Columbia Sportswear, Wilson, Mizuno,
Callaway
Golf, Acushnet, and Taylor Made. This provision is subject to
NIKE's
option to waive all or any portion of the Restriction Period as
more
specifically provided below.
1.2
Extension of
Time. In the event
that 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 1.4 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 for
any such breach, Employee must immediately reimburse NIKE in the
amount
of all such compensation upon the receipt of a written request by
NIKE.
1.3
Waiver of
Non-Compete. NIKE has
the option 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; provided, however, unless Employee is terminated
"for
cause" (which shall only include continual and repeated neglect
of
duties or acts of dishonesty), any waiver of the Restriction Period
must
be with the consent of Employee. 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.
1.4
Additional
Consideration. As
additional consideration for
________________________
the Covenant Not To Compete described above, should NIKE
terminate
Employee's employment and the Covenant Not To Compete is enforced,
NIKE
shall pay Employee a monthly payment equal to one-twelfth (1/12)
of
Employee's then current Annual NIKE Income (defined herein to mean
base
salary and annual Performance Sharing Plan bonus calculated at 100%
of
Employee's last targeted rate) while the Restriction Period is in
effect.
If Employee voluntarily terminates empl
