Exhibit 10.1
NIKE, INC.
1990 STOCK INCENTIVE
PLAN
NON-STATUTORY STOCK OPTION
AGREEMENT
Pursuant to the 1990 Stock Incentive
Plan (the “Plan”) of NIKE, Inc., an Oregon corporation
(the “Company”), the Company grants to
%%FIRST_NAME%-% %%LAST_NAME%-% (the “Optionee”)
the right and the option (the “Option”) to purchase all
or any part of %%TOTAL_SHARES_GRANTED%-% of the
Company’s Class B Common Stock at a purchase price of
%%OPTION_PRICE%-% per share, subject to the terms and
conditions of this agreement between the Company and the Optionee
(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 %%OPTION_DATE%-%
. The Option shall continue in effect until
%%EXPIRE_DATE_PERIOD1%-% (the “Expiration Date”)
unless earlier terminated as provided in Sections 1, 4 or 5 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 %%OPTION_DATE%-% .
Until it expires or is terminated as provided in Sections 1, 4 or 5
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.
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
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.
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 Be
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