Exhibit 10.2
NIKE, INC.
1990 STOCK INCENTIVE
PLAN
NON-STATUTORY STOCK OPTION
AGREEMENT
FOR NON-U.S.
OPTIONEES
Pursuant to the 1990 Stock Incentive
Plan (the “Plan”) of NIKE, Inc., an Oregon corporation
(the “Company”), the Company grants to {Name}
(the “Optionee”) the right and the option (the
“Option”) to purchase all or any part of {# of
shares} of the Company’s Class B Common Stock at a
purchase price of $ {grant price} per share, subject to the
terms and conditions of this agreement between the Company and the
Optionee including any country-specific provisions set forth in the
Appendix to the Agreement (collectively, this
“Agreement”). By accepting this Option grant, the
Optionee agrees to all of the terms and conditions of the Option
grant. The terms and conditions of the Option grant set forth in
attached Exhibit A are incorporated into and made a part of this
Agreement. Capitalized terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions
as in the Plan.
1. Grant Date; Expiration
Date. The Grant Date for this Option is {Date} . The
Option shall continue in effect until {Date} (the
“Expiration Date”) unless earlier terminated as
provided in Sections 1, 5 or 6 of Exhibit A. The Option shall not
be exercisable on or after the Expiration Date.
2. Vesting of Option. The
Vesting Reference Date of this Option is {Date} . Until it
expires or is terminated as provided in Sections 1, 5 or 6 of
Exhibit A, the Option may be exercised from time to time to
purchase whole shares as to which it has become exercisable. The
Option shall become exercisable for 25% of the shares on each of
the first four anniversaries of the Vesting Reference Date, so that
the Option will be fully exercisable on the fourth anniversary of
the Vesting Reference Date, subject to the vesting limitations set
forth in Section 9(m) of Exhibit A.
3. Non-Statutory Stock
Option. The Company hereby designates the Option to be a
non-statutory stock option, rather than an Incentive Stock Option
as defined in Section 422 of the United States Internal
Revenue Code of 1986, as amended.
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NIKE,
Inc.
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By:
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Mark G.
Parker,
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Chief Executive
Officer
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NIKE, INC.
EXHIBIT A TO
1990 STOCK INCENTIVE
PLAN
NON-STATUTORY STOCK OPTION
AGREEMENT
FOR NON-U.S.
OPTIONEES
1. Termination of Employment or
Service.
1.1 General Rule. Except as
provided in this Section 1, the Option may not be exercised
unless at the time of exercise the Optionee is employed by or in
the service of the Company and shall have been so employed or
provided such service continuously since the Grant Date. For
purposes of this Exhibit A, the Optionee is considered to be
employed by or in the service of the Company if the Optionee is
employed by or in the service of the Company or any parent or
subsidiary corporation of the Company (an
“Employer”).
1.2 Termination Generally. If
the Optionee’s employment or service with the Company
terminates for any reason other than because of the
Optionee’s total disability, death or retirement as provided
in Sections 1.3, 1.4 or 1.5, the Option may be exercised at any
time before the Expiration Date or the expiration of three months
after the date of termination, whichever is the shorter period, but
only if and to the extent the Optionee was entitled to exercise the
Option at the date of termination, as described in
Section 9(m) below.
1.3 Termination Because of Total
Disability. If the Optionee’s employment or service with
the Company terminates because of total disability, the Option
shall, following the receipt and processing by the Company’s
legal department of any necessary and appropriate documentation in
connection with the Optionee’s termination (the
“Processing Period”), become exercisable in full and
may be exercised at any time before the Expiration Date or before
the date that is one year after the date of termination, whichever
is the shorter period. The term “total disability”
means a medically determinable mental or physical impairment that
is expected to result in death or has lasted or is expected to last
for a continuous period of 12 months or more and that, in the
opinion of the Company and two independent physicians, causes the
Optionee to be unable to perform duties as an employee, director,
officer or consultant of the Employer and unable to be engaged in
any substantial gainful activity. Total disability shall be deemed
to have occurred on the first day after the two independent
physicians have furnished their written opinion of total disability
to the Company and the Company has reached an opinion of total
disability.
1.4 Termination Because of
Death. If the Optionee dies while employed by or in the service
of the Company, the Option shall, following the Processing Period,
become exercisable in full and may be exercised at any time before
the Expiration Date or before the date that is one year after the
date of death, whichever is the shorter period, but only by the
person or persons to whom the Optionee’s rights under the
Option shall pass by the Optionee’s will or by the laws of
descent and distribution of the state or country of domicile at the
time of death.
1.5 Termination Because of
Retirement. If the Optionee’s employment or service with
the Company terminates because of the Optionee’s retirement,
following the Processing Period, the Option may be exercised at any
time before the Expiration Date or before the expiration of three
months after the date of termination, whichever is the shorter
period, but only to the extent specified in this Section 1.5.
For purposes of this Section 1.5, the term
“retirement” means a termination of employment or
service that occurs at a time when (a) the Optionee’s
retirement point total is at least 55, and (b) the Optionee
has been employed by or in the service of the Company or a parent
or subsidiary corporation of the Company for at least five full
years. For purposes of this Section 1.5, the term
“retirement point total” means the sum of the
Optionee’s age in full years plus the number of full years
that the Optionee has been employed by or in the service of the
Company or a parent or subsidiary corporation of the Company. Upon
the Optionee’s retirement, and following the Processing
Period, the Optionee may exercise the portion of the Option that
the Optionee was entitled to exercise immediately prior to
retirement plus a percentage of the remaining unvested portion of
the Option based on the Optionee’s retirement point total at
the time of retirement as set forth in the following
table:
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Percent of Unvested Option
That Becomes
Exercisable
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55 or 56
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20
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%
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57
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40
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%
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58
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60
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%
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59
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80
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%
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60
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100
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%
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1.6 Absence on Leave. Absence
on leave or on account of illness or disability under rules
established by the committee of the Board of Directors of the
Company appointed to administer the Plan (the
“Committee”) shall not be deemed an interruption of
employment or service.
1.7 Failure to Exercise
Option. To the extent that following termination of employment
or service, the Option is not exercised within the applicable
periods described above, all further rights to purchase shares
pursuant to the Option shall cease and terminate.
2. Method of Exercise of
Option. The Option may be exercised only by notice in writing
from the Optionee to the Company, or a broker designated by the
Company, of the Optionee’s binding commitment to purchase
shares, specifying the number of shares the Optionee desires to
purchase under the Option and the date on which the Optionee agrees
to complete the transaction and, if required to comply with the
Securities Act of 1933, containing a representation that it is the
Optionee’s intention to acquire the shares for investment and
not with a view to distribution (the “Exercise
Notice”). On or before the date specified for completion of
the purchase, the Optionee must pay the Company the full purchase
price of those shares either of, or a combination of, the following
methods at the election of the Optionee: (a) cash payment by
wire transfer; or (b) delivery of an Exercise Notice, together
with irrevocable instructions to a broker to deliver promptly to
the Company the amount of sale proceeds required to pay the full
purchase price. Unless the Committee determines otherwise, no
shares shall be issued upon exercise of an Option until full
payment for the shares has been made, including all
amounts
owed for Tax-Related Items (as defined in
Section 4 below). The Optionee shall, immediately upon
notification of the amount due, if any, pay to the Company by wire
transfer amounts necessary to satisfy any applicable Tax-Related
Items. The Company may collect these Tax-Related Items by any of
the means set forth in Section 4 below.
3. Nontransferability. The
Option is nonassignable and nontransferable by the Optionee, either
voluntarily or by operation of law, except as provided below and
except by will or by the laws of descent and distribution of the
state or country of the Optionee’s domicile at the time of
death, and during the Optionee’s lifetime, the Option is
exercisable only by the Optionee. Following any permitted transfer,
the Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to the transfer,
provided that, except for purposes of Section 1, the term
“Optionee” shall be deemed to refer to the transferee.
All references in Section 1 to employment or service,
termination of employment or service and total disability, death
and retirement shall continue to be applied with respect to the
original Optionee. Following any termination of employment or
service or total disability, death or retirement of the original
Optionee as described in Section 1, the Option shall be
exercisable by the transferee only to the extent and for the
periods specified.
4. Responsibility for Taxes.
Regardless of any action the Company or the Optionee’s
employer (the “Employer”) takes with respect to any or
all income tax, social insurance, payroll tax, payment on account
or other tax-related items related to the Optionee’s
participation in the Plan and legally applicable to the Optionee or
deemed by the Company or the Employer to be an appropriate charge
to the Optionee even if technically due by the Company or the
Employer (“Tax-Related Items”), the Optionee
acknowledge that the ultimate liability for all Tax-Related Items
is and remains the Optionee’s responsibility and may exceed
the amount actually withheld by the Company or the Employer. The
Optionee further acknowledge that the Company and/or the Employer
(1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of
the Option, including, but not limited to, the grant, vesting or
exercise of the Option, the issuance of shares of Common Stock upon
exercise of the Option, the subsequent sale of shares of Common
Stock acquired pursuant to such issuance and the receipt of any
dividends; and (2) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the
Option to reduce or eliminate the Optionee’s liability for
Tax-Related Items or achieve any particular tax result. Further, if
the Optionee has become subject to tax in more than one
jurisdiction between the date of grant and the date of any relevant
taxable event, the Optionee acknowledges that the Company and/or
the Employer (or former employer, as applicable) may be required to
withhold or account for Tax-Related Items in more than one
jurisdiction.
Prior to any relevant taxable or
tax-withholding event, as applicable, the Optionee will pay or make
adequate arrangements satisfactory to the Company and/or the
Employer to satisfy all Tax-Related Items. In this regard, the
Optionee authorizes the Company and/or the Employer, or their
respective agents, at their discretion, to satisfy the obligations
with regard to all Tax-Related Items by one or a combination of the
following:
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(1)
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withholding
from the Optionee’s wages or other cash compensation paid to
the Optionee by the Company and/or the Employer; or
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(2)
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withholding
from proceeds of the sale of shares of Common Stock acquired upon
exercise of the Option either through a voluntary sale or through a
mandatory sale arranged by the Company (on the Optionee’s
behalf pursuant to this authorization); or
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(3)
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withholding in
shares to be issued upon exercise of the Option.
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To avoid negative accounting
treatment, the Company may withhold or account for Tax-Related
Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. If the obligation
for Tax-Related Items is satisfied by withholding in shares, for
tax purposes, the Optionee is deemed to have been issued the full
number of shares subject to the exercised Option, notwithstanding
that a number of the shares are held back solely for the purpose of
paying the Tax-Related Items due as a result of any aspect of the
Optionee’s participation in the Plan.
Finally, the Optionee shall pay to
the Company or the Employer any amount of Tax-Related Items that
the Company or the Employer may be required to withhold or account
for as a result of the Optionee’s participation in the Plan
that cannot be satisfied by the means previously described. The
Company may refuse to issue or deliver the shares or the proceeds
of the sale of shares of Common Stock, if the Optionee fails to
comply with the Optionee’s obligations in connection with the
Tax-Related Items.
5. Changes in Capital
Structure. If the outstanding shares of Common Stock of the
Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of
any reorganization, merger, consolidation, plan of exchange,
recapitalization, reclassification, stock split-up, combination of
shares or dividend payable in shares, appropriate adjustment shall
be made by the Committee in the number and kind of shares subject
to the Option, or the unexercised portion thereof, so that the
Optionee’s proportionate interest before and after the
occurrence of the event is maintained; provided, however, that this
Section 5 shall not apply with respect to Approved
Transactions (as defined below). Notwithstanding the foregoing, the
Committee shall have no obligation to effect any adjustment that
would or might result in the issuance of fractional shares, and any
fractional shares resulting from any adjustment may be disregarded
or provided for in any manner determined by the Committee. Any such
adjustments made by the Committee shall be conclusive. In the event
of any merger, consolidation or plan of exchange affecting the
Company to which Section 6 does not apply, the Committee may,
in its sole discretion, provide a 30-day period prior to such event
during which the Optionee shall have the right to exercise the
Option, in whole or in part, without any limitation on
exercisability, and upon the expiration of such 30-day period, the
Option shall immediately terminate.
6. Special Acceleration in
Certain Events. Notwithstanding any other provision in this
Agreement, the Option shall, at any time when the shareholders of
the Company approve an Approved Transaction, immediately become
exercisable in full during the remainder of the term of the Option;
provided, however, that the Committee may, in its sole discretion,
provide a 30-day period prior to the Approved Transaction during
which the Optionee shall have the right to exercise the Option, in
whole or in part, without any limitation on exercisability, and
upon the expiration of such 30-day period, the Option shall
immediately terminate. For purposes of this
Section 6, the term “Approved
Transaction” means (a) any consolidation, merger, plan
of exchange or transaction involving the Company (a
“Merger”) in which the Company is not the continuing or
surviving corporation or pursuant to which the Common Stock of the
Company would be converted into cash, securities or other property,
other than a Merger involving the Company in which the holders of
the Common Stock of the Company immediately prior to the Merger
have the same proportionate ownership of common stock of the
surviving corporation after the Merger or (b) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of
the Company or the adoption of any plan or proposal for the
liquidation or dissolution of the Company.
7. Conditions on Obligations.
The Company shall not be obligated to issue shares of Class B
Common Stock upon exercise of the Option if the Company is advised
by its legal counsel that such issuance would violate applicable
foreign, state or federal laws, including securities laws or
exchange control regulations.
8. No Right to Employment or
Service. Nothing in the Plan or this Agreement shall
(a) confer upon the Optionee any right to be continued in the
employment of an Employer or interfere in any way with the
Employer’s right to terminate the Optionee’s employment
at will at any time, for any reason, with or without cause, or to
decrease the Optionee’s compensation or benefits, or
(b) confer upon the Optionee any right to be retained or
employed by the Employer or to the continuation, extension, renewal
or modification of any compensation, contract or arrangement with
or by the Employer.
9. Nature of Grant. In
accepting the grant, the Optionee acknowledges that:
(a) the Plan is established
voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at
any time;
(b) the grant of the Option is
voluntary and occasional and does not create any contractual or
other right to receive future grants of Options, or benefits in
lieu of Options, even if Options have been granted repeatedly in
the past;
(c) all decisions with respect to
future Option grants, if any, will be at the sole discretion of the
Company;
(d) the Optionee is voluntarily
participating in the Plan;
(e) the Option and the shares of
Common Stock subject to the Option are extraordinary items that do
not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer, and which are outside the
scope of the Optionee’s employment contract, if
any;
(f) the Option and the shares of
Common Stock subject to the Option are not intended to replace any
pension rights or compensation;
(g) the Option and the shares of
Common Stock subject to the Option are not part of normal or
expected compensation or salary for any purposes, including, but
not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments,
bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments and in no event should be considered
as compensation for, or relating in any way to, past services for
the Company, the Employer or any subsidiary or affiliate of the
Company;
(h) the Option grant and the
Optionee’s participation in the Plan will not be interpreted
to form an employment contract or relationship with the Company or
any subsidiary or affiliate of the Company;
(i) the future value of the
underlying shares of Common Stock is unknown and cannot be
predicted with certainty;
(j) if the underlying shares of
Common Stock do not increase in value, the Option will have no
value;
(k) if the Optionee exercises the
Option and obtains shares of Common Stock, the value of the shares
of Common Stock acquired upon exercise may increase or decrease in
value, even below the exercise price;
(l) in consideration of the grant of
the Option, no claim or entitlement to compensation or damages
shall arise from termination of the exercisability of the Option
resulting from termination of the Optionee’s employment with
the Company or the Employer (for any reason whatsoever and whether
or not in breach of local labor laws) and the Optionee irrevocably
releases the Company and the Employer from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found
by a court of competent jurisdiction to have arisen, the Optionee
shall be deemed irrevocably to have waived any entitlement to
pursue such claim;
(m) in the event of termination of
the Optionee’s employment (whether or not in breach of local
labor laws), the Optionee’s right to vest in the Option under
the Plan, if any, will terminate effective as of the date that the
Optionee is no longer actively employed; furthermore, in the event
of termination of employment (whether or not in breach of local
labor laws), the Optionee’s right to exercise the Option
after termination of employment, if any, will be measured by the
date of termination of active employment and will not be extended
by any notice period mandated under local law ( e.g. ,
active employment would not include a period of “garden
leave” or similar period pursuant to local law); the
Committee shall have the exclusive discretion to determine when the
Optionee is no longer actively employed for purposes of the Option
grant; and
(n) the Option and the benefits
under the Plan, if any, will not automatically transfer to another
company in the case of a merger, take-over or transfer of
liability.
10. No Advice Regarding
Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding the
Optionee’s participation in the Plan, or the Optionee’s
acquisition or sale of the underlying shares of Common Stock. The
Optionee is hereby advised to consult with the Optionee’s own
personal tax, legal and financial advisors regarding the
Optionee’s participation in the Plan before taking any action
related to the Plan.
11. Data Privacy. The Optionee
hereby explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of the Optionee’s
personal data as described in this Agreement and any other Option
grant materials by and among, as applicable, the Employer, the
Company and its subsidiaries and affiliates for the exclusive
purpose of implementing, administering and managing the
Optionee’s participation in the Plan.
The Optionee understands that
the Company and the Employer may hold certain personal information
about the Optionee, including, but not limited to, the
Optionee’s name, home address and telephone number, date of
birth, social insurance number or other identification number,
salary, nationality, job title, any shares of Common Stock or
directorships held in the Company, details of all Options or any
other entitlement to shares of Common Stock awarded, canceled,
exercised, vested, unvested or outstanding in the Optionee’s
favor, for the exclusive purpose of implementing, administering and
managing the Plan (“Data”).
The Optionee understand that
Data will be transferred to-a designated Plan broker or such other
stock plan service provider as may be selected by the Company in
the future, which is assisting the Company with the implementation,
administration and management of the Plan. The Optionee understands
that the recipients of the Data may be located in the United States
or elsewhere, and that the recipients’ country (e.g., the
United States) may have different data privacy laws and protections
than the Optionee’s country. The Optionee understands that
the Optionee may request a list with the names and addresses of any
potential recipients of the Data by contacting the Optionee’s
local human resources representative. The Optionee authorizes the
Company, a designated Plan broker and any other possible recipients
which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive,
possess, use, retain and transfer the Data, in electronic or other
form, for the sole purpose of implementing, administering and
managing the Optionee’s participation in the Plan. The
Optionee understands that Data will be held only as long as is
necessary to implement, administer and manage the Optionee’s
participation in the Plan. The Optionee understands that the
Optionee may, at any time, view Data, request additional
information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the
Optionee’s local human resources representative. The Optionee
understands, however, that refusing or withdrawing the
Optionee’s consent may affect the Optionee’s ability to
participate in the Plan. For more information on the consequences
of the Optionee’s refusal to consent or withdrawal of
consent, the Optionee understands that the Optionee may contact the
Optionee’s local human resources
representative.
12. Successors of Company.
This Agreement shall be binding upon and shall inure to the benefit
of any successor of the Company but, except as provided herein, the
Option may not be assigned or otherwise transferred by the
Optionee.
13. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to
any shares of Class B Common Stock until the date the Optionee
becomes the holder of record of those shares. No adjustment shall
be made for dividends or other rights for which the record date
occurs before the date the Optionee becomes the holder of
record.
14. Amendments. The Company
may at any time amend this Agreement to extend the expiration
periods provided in Section 1 or to increase the portion of
the Option that is exercisable. Otherwise, this Agreement may not
be amended without the written consent of the Optionee and the
Company.
15. Committee Determinations.
The Optionee agrees to accept as binding, conclusive and final all
decisions and interpretations of the Committee or other
administrator of the Plan as to the provisions of the Plan or this
Agreement or any questions arising thereunder.
16. Governing Law. The Option
grant and the provisions of this Agreement are governed by, and
subject to, the laws of the State of Oregon. For purposes of
litigating any dispute that arises under this grant or the
Agreement, the parties hereby submit to and consent to the
jurisdiction of the State of Oregon, and agree that such litigation
shall be conducted in the courts of Washington County, Oregon or
the federal courts for the United States for the District of
Oregon, where this grant is made and/or to be performed.
17. Language. If the Optionee
has received this Agreement or any other document related to the
Plan translated into a language other than English and if the
meaning of the translated version is different than the English
version, the English version will control.
18. Electronic Delivery. The
Company may, in its sole discretion, decide to deliver any
documents related to current or future participation in the Plan by
electronic means. The Optionee hereby consents to receive such
documents by electronic delivery and agrees to participate in the
Plan through an on-line or electronic system established and
maintained by the Company or a third party designated by the
Company.
19. Severability. The
provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable,
in whole or in part, the remaining provisions shall nevertheless be
binding and enforceable.
20. Appendix. Notwithstanding
any provisions in this Agreement, the Option grant shall be subject
to any special terms and conditions set forth in any Appendix to
this Agreement for the Optionee’s country. Moreover, if the
Optionee relocates to one of the countries included in the
Appendix, the special terms and conditions for such country will
apply to the Optionee, to the extent the Company determines that
the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the
administration of the Plan. The Appendix constitutes part of this
Agreement.
21. Imposition of Other
Requirements. The Company reserves the right to impose other
requirements upon the Optionee’s participation in the Plan,
on the Option and on any shares of Common Stock acquired under the
Plan, to the extent the Company determines it is necessary or
advisable in order to comply with local law or facilitate the
administration of the Plan, and to require the Optionee to sign any
additional agreements or undertakings that may be necessary to
accomplish the foregoing.
22. Complete Agreement. This
Agreement, including the Plan and the Appendix, constitutes the
entire agreement between the Optionee and the Company, both oral
and written concerning the matters addressed herein, except with
regard to the imposition of other requirements as described under
Section 21, above, and all prior agreements or representations
concerning the matters addressed herein, whether written or oral,
express or implied, are terminated and of no further
effect.
NIKE, INC.
APPENDIX TO THE
1990 STOCK INCENTIVE
PLAN
NON-STATUTORY STOCK OPTION
AGREEMENT
FOR NON-U.S.
OPTIONEES
This Appendix includes additional
terms and conditions that govern Options for Optionees residing in
one of the countries listed herein. Capitalized terms not
explicitly defined in this Appendix but defined in the Plan and/or
the Agreement shall have the same definitions as in the Plan and/or
the Agreement (as applicable).
This Appendix also includes
information regarding certain issues of which the Optionee should
be aware with respect to participation in the Plan. The information
is based on the securities, exchange control and other laws in
effect in the respective countries as of June 2009. Such laws are
often complex and change frequently. As a result, the Company
strongly recommends that the Optionee not rely on the information
in this Appendix as the only source of information relating to the
consequences of participation in the Plan because the information
may be out of date at the time that the Optionee exercises the
Option or sell shares of Common Stock acquired under the
Plan.
In addition, the information
contained herein is general in nature and may not apply to the
Optionee’s particular situation, and the Company is not in a
position to assure the Optionee of a particular result.
Accordingly, the Optionee is advised to seek appropriate
professional advice as to how the relevant laws in the
Optionee’s country may apply to a particular
situation.
Further, if the Optionee is a
citizen or resident of a country other than the one in which the
Optionee is currently working, the information contained herein may
not be applicable.
Finally, the Company may, at any
time and at its own discretion, restrict the available methods of
exercising the Option/paying the purchase price or direct the
repatriation of the proceeds of the sale of shares of Common Stock
acquired upon exercise of the Option to facilitate compliance with
any tax, securities or other relevant laws in the Optionee’s
country.
ARGENTINA
Securities Law
Information. Shares of
the Company’s Common Stock are not publicly offered or listed
on any stock exchange in Argentina. The offer is private and not
subject to the supervision of any Argentine governmental
authority.
Exchange Control
Information. Under the
current regulations adopted by the Argentine Central Bank (the
“BCRA”), the Optionee may purchase and remit foreign
currency with a value up to US$2,000,000 per month out of Argentina
for the purpose of acquiring foreign securities, including shares,
without prior approval from the BCRA, provided the Optionee
executes and submits an affidavit to the BCRA confirming that the
Optionee has not purchased and remitted funds in excess of
US$2,000,000 during the relevant month.
Please note that exchange control
regulations in Argentina are subject to frequent change. The
Optionee should consult with his or her personal legal advisor
regarding any exchange control obligations that the Optionee may
have prior to exercising the shares or receiving proceeds from the
sale of shares under the Plan.
AUSTRALIA
Securities Law
Information. If the
Optionee acquires shares under the Plan and subsequently offers the
shares for sale to a person or entity resident in Australia, such
an offer may be subject to disclosure requirements under Australian
law, and the Optionee should obtain legal advice regarding any
applicable disclosure requirements prior to making any such
offer.
AUSTRIA
Consumer Protection
Information. To the
extent that the provisions of the Austrian Consumer Protection Act
are applicable to the Agreement and the Plan, the Optionee may be
entitled to revoke his or her acceptance of the Agreement if the
conditions listed below are met:
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(i)
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If the Optionee
accepts the Option outside of the business premises of the Company,
the Optionee may be entitled to revoke his or her acceptance of the
Agreement, provided the revocation is made within one week after
the Optionee accepts the Agreement.
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(ii)
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The revocation
must be in written form to be valid. It is sufficient if the
Optionee returns the Agreement to the Company or the
Company’s representative with language that can be understood
as the Optionee’s refusal to conclude or honor the Agreement,
provided the revocation is sent within the period set forth
above.
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BELGIUM
Taxation of Option.
The Option must be accepted in
writing either (i) within 60 days of the offer (for tax at
offer), or (ii) after 60 days of the offer (for tax at
exercise).
Reporting Information.
The Optionee is required to report
any bank or brokerage accounts opened and maintained outside
Belgium on his or her annual tax return.
BRAZIL
Compliance with Law.
By accepti