NIKE, INC.
FOREIGN SUBSIDIARY EMPLOYEE STOCK
PURCHASE PLAN
(As amended November 20,
2008)
1.
Purpose of the Plan . NIKE, Inc. (the “
Company ”) believes that ownership of shares of its
common stock by selected employees of its foreign subsidiaries is
desirable as an incentive to better performance and improvement of
profits, and as a means by which employees may share in the rewards
of growth and success. The purpose of the
Company’s Foreign Subsidiary Employee Stock Purchase Plan
(the “ Plan ”) is to provide a convenient means
by which such employees may purchase the Company’s shares and
a method by which the Company may assist and encourage such
employees to become share owners. The Company operates
an Employee Stock Purchase Plan (as amended from time to time, the
“ U.S. ESPP ”) pursuant to which employees of
the Company and selected U.S. subsidiaries have a similar
opportunity to purchase Company shares. Each
subsidiary of the Company that is a participant in the U.S. ESPP is
hereinafter referred to as a “ Participating
U.S. Subsidiary .”
2.
Shares Reserved for the Plan . There are
2,000,000 shares of the Company’s authorized but unissued or
reacquired Class B Common Stock reserved for purposes of the
Plan. The number of shares reserved for the Plan is
subject to adjustment in the event of any stock dividend, stock
split, combination of shares, recapitalization or other change in
the outstanding Class B Common Stock of the Company. The
determination of whether an adjustment shall be made and the manner
of any such adjustment shall be made by the Board of Directors of
the Company (the “ Board ”), which determination
shall be conclusive.
3.
Administration of the Plan . The Board has
delegated to the Vice President of Global Human Resources of the
Company (or, if the officer who is the Company’s senior human
resources executive shall have a title other than Vice President of
Global Human Resources, then such other officer) all authority for
administration of the Plan and, in connection with such delegation
and unless otherwise determined by the Board, the Plan shall be
administered by or under the direction of such officer (the “
Authorized Officer ”), who may delegate some or all of
his or her duties and authority to one or more Company employees.
The Authorized Officer may promulgate rules and regulations for the
operation of the Plan which may vary with local requirements, adopt
forms for use in connection with the Plan, and decide any question
of interpretation of the Plan or rights arising
thereunder. The Authorized Officer may consult with
counsel for the Company on any matter arising under the
Plan. Unless otherwise determined by the Board, all
determinations and decisions of the Authorized Officer or the Board
shall be conclusive.
4.
Eligible Employees . The Board hereby authorizes
the purchase of shares of Class B Common Stock pursuant to the Plan
by employees of each subsidiary of the Company that is not a
Participating U.S. Subsidiary (each such subsidiary of the Company
that is not a Participating U.S. Subsidiary, a “ Foreign
Subsidiary ”), but has delegated to the Authorized
Officer the authority to designate from time to time
from among such employees which groups of employees shall be
participating groups for purposes of the Plan (each such group so
designated as a participating group for purposes of the Plan being
hereinafter called a “ Participating Group
”). For example, a Participating Group may consist
of all Foreign Subsidiary employees who have their home office in a
designated country. All Eligible Employees in each
Participating Group are eligible to participate in the
Plan. An “ Eligible Employee ” is an
employee in a Participating Group who has been employed by the
Company and its subsidiaries for at least one full month prior to
the Offering Date (as defined below) excluding, however, any
employee who would, after a purchase of shares under the Plan, own
or be deemed (under Section 424(d) of the United States Internal
Revenue Code of 1986, as amended (the “ Code ”))
to own stock (including stock subject to any outstanding options
held by the employee) possessing 5 percent or more of the total
combined voting power or value of all classes of stock of the
Company or any parent or subsidiary of the Company.
(a)
Offering and Purchase Dates. The Plan
shall be implemented by a series of six-month offerings (the
“ Offerings ”), with a new Offering commencing
on April 1 and October 1 of each year. Each
Offering commencing on April 1 of any year shall end on September
30 of that year, and each Offering commencing on October 1 of any
year shall end on March 31 of the following year. The
first day of each Offering is the “ Offering Date
” for that Offering and the last day of each Offering is the
“ Purchase Date ” for that Offering.
(b)
Grants; Limitations. On each Offering
Date, each Eligible Employee shall be granted an option under the
Plan to purchase shares of Class B Common Stock on the Purchase
Date for the Offering for the price determined under paragraph 7 of
the Plan exclusively through payroll deductions or other
contributions authorized under paragraph 6 of the Plan;
provided , however , that (i) no option shall permit
the purchase of more than 1,000 shares, and (ii) no option may be
granted under the Plan that would allow an employee’s right
to purchase shares under all employee stock purchase plans of the
Company and its parents and subsidiaries to accrue at a rate that
exceeds US$25,000 of fair market value of shares (determined at the
date of grant) for each calendar year in which such option is
outstanding.
6.
Participation in the Plan .
(a)
Initiating Participation . An Eligible
Employee may participate in an Offering under the Plan by
submitting to the Company or its agent a subscription in a form
specified by the Company. The subscription must be
submitted no later than the “ Subscription Deadline
,” which shall be a number of days prior to the Offering Date
with the exact number of days being established from time to time
by the Authorized Officer by written notice to Eligible
Employees. Once submitted, a subscription shall remain
in effect unless amended or terminated, and upon the expiration of
an Offering the participants in that Offering will be automatically
enrolled in the new Offering starting the following day.
(b)
Payroll Deductions or Other Contributions
. Unless otherwise determined by the Authorized
Officer in accordance with this paragraph 6(b), each subscription
shall include a payroll deduction authorization that will authorize
the employing entity to make payroll deductions in an amount
designated by the participant from each of the participant’s
paychecks during the Offering. The designated amount to
be deducted from each paycheck must be a whole percentage of not
less than one percent or more than 10 percent of the
participant’s Compensation (as defined below) for the period
covered by the paycheck. If the Authorized Officer
determines that payroll deductions are either illegal or
inadvisable in any particular jurisdiction, the Authorized Officer
may provide for alternate methods of contributing to the Plan for
all participants in that jurisdiction, provided that no participant
shall be permitted to contribute less than one percent or more than
10 percent of the participant’s aggregate Compensation paid
during the Offering. Each employing entity will promptly
remit the amount of payroll deductions or other contributions to
the Company.
(c)
Definition of Compensation . “
Compensation ” means the gross amount of
participant’s base salary, hourly compensation including
overtime pay, performance bonus compensation and sales commissions,
or such other definitions of Compensation as may be established
from time to time by the Authorized Officer for defined groups of
employees.
(d)
Amending Participation . After a
participant has begun participating in the Plan by initiating
payroll deductions, the participant may amend the payroll deduction
authorization (i) once during any Offering to decrease the amount
of payroll deductions, and (ii) effective for the first paycheck of
a new Offering to either increase or decrease the amount of payroll
deductions. A request for a decrease in payroll
deductions during an Offering must be submitted to the Company in a
form specified by the Company no later than the Change Deadline (as
defined below) for that Offering, and shall be effective for any
paycheck only if the request is received by the Company no later
than the last business day of the immediately preceding calendar
month, or by such other deadline as may be established from time to
time by the Authorized Officer for defined groups of
employees. A request for an increase or decrease in
payroll deductions effective for the first paycheck of a new
Offering must be submitted to the Company in a form specified by
the Company no later than the Subscription Deadline for the new
Offering. In addition, if the amount of payroll
deductions from any participant during an Offering exceeds the
maximum amount that can be applied to purchase shares in that
Offering under the limitations set forth in paragraph 5(b) above,
then (x) as soon as practicable following a written request
from the participant, payroll deductions from the participant shall
cease and all such excess amounts shall be refunded to the
participant, and (y) payroll deductions from the participant
shall restart as of the commencement of the next Offering at the
rate set forth in the participant’s then effective payroll
deduction authorization. If the Authorized Officer
provides
