Nike 2010 Annual Report Download - page 107

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NIKE, INC.
EXHIBIT A TO
1990 STOCK INCENTIVE PLAN
NON−STATUTORY STOCK OPTION AGREEMENT
(for Non−Employee Directors)
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 Agreement, 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 total disability or
death, as provided in Sections 1.3 or 1.4, the Option may be exercised at any time before the Expiration Date or the expiration of four years 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 four years 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 four years 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 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
1