This NonDisclosure Agreement NDA involves
Title: COVENANT NOT TO COMPETE
AND NON-DISCLOSURE AGREEMENT
Governing Law: Oregon Date: 3/6/2006
COVENANT NOT TO COMPETE
AND NON-DISCLOSURE AGREEMENT
Mark G. Parker (Employee)
NIKE, Inc., and its parent, divisions, subsidiaries and affiliates (NIKE)
DATE: February 28, 2006
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.
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 employment and the Covenant Not To
Compete is enforced, NIKE shall pay Employee a monthly payment equal to
one-twenty-fourth (1/24) of Employee's then current Annual NIKE Income
while the Restriction Period is in effect.
2. Subsequent Employer. Employee agrees to notify NIKE at the time
of separation of employment of the name of Employee's new employer, if
known. Employee further agrees to disclose to NIKE the name of any
subsequent employer during the Restriction Period, wherever located and
regardless of whether such employer is a competitor of NIKE.