Nike 2010 Annual Report Download - page 108

appointed to administer the Plan (the “Committee”) shall not be deemed an interruption of employment or service.
1.6 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 by 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 withholding. The Optionee shall, immediately upon notification of the amount due, if any, also pay to the Company by wire transfer,
or irrevocably instruct a broker to pay from stock sales proceeds, 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, by wire
transfer, 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 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.
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 by reason of any recapitalization, reclassification, stock split,
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, and the purchase price for shares subject to the Option, so that the Optionee’s proportionate interest before and after the occurrence of the event is
maintained. 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.
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