Exhibit 10.2
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
___________________ (the "Optionee") the right and the option (the
"Option") to purchase all or any part of ____ shares of the Company's
Class B Common Stock at a purchase price of $______ 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.
1. Grant Date; Expiration Date. The Grant Date for this Option is
_________. The Option shall continue in effect until _________ (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
_________. 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 __% of the shares on each of the first ____
anniversaries of the Vesting Reference Date, so that the Option will be
fully exercisable on the _____ 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.
NIKE, Inc.
By:
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 immediately 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
immediately 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, 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, 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:
Percent of Unvested Option
Retirement Point Total That Becomes Exercisable
______________________ __________________________
55 or 56 20%
57 40%
58 60%
59 80%
60 100%
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 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. On or before the
date specified for completion of the purchase, the Optionee must pay the
Company the full purchase price of those shares in cash or by check.
Unless the Committee determines otherwise, no shares shall be issued
until full payment for the shares has been made, including all amounts
owed for tax withholding. The Optionee shall, immediately upon
notification of the amount due, if any, pay to the Company in cash or by
check amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If additional withholding is or
becomes required (as a result of exercise of the Option or as a result
of disposition of shares acquired pursuant to exercise of the Option)
beyond any amount deposited before delivery of the certificates, the
Optionee shall pay such amount to the Company, in cash or by check, on
demand. If the Optionee fails to pay the amount demanded, the Company
or the Employer may withhold that amount from other amounts payable to
the Optionee, including salary, subject to applicable law.
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. The Option shall also be
transferable pursuant to a qualified domestic relations order as defined
under the Internal Revenue Code of 1986 or Title I of the Employee
Retirement Income Security Act. 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. 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 4 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 5 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.
5. 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 5, 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.
6. 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 state or federal laws, including securities
laws. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations in connection with
issuance of shares upon exercise of the Option.
7. 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. The determination of whether to
grant any option under the Plan is made by the Company in its sole
discretion. The grant of the Option shall not confer upon the Optionee
any right to receive any additional option or other award under the Plan
or otherwise.
8. 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.
9. 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.
10. 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.
11. 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.
12. Governing Law. This Agreement shall be governed by the
laws of the state of Oregon.
13. Complete Agreement. This Agreement constitutes the entire
agreement between the Optionee and the Company, both oral and written
concerning the matters addressed herein, 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.
