Nike 2010 Annual Report Download - page 109

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5. Sale of the Company; Change in Control.
5.1 Sale of the Company. If there shall occur a merger, consolidation or plan of exchange involving the Company pursuant to which the
outstanding shares of Common Stock of the Company are converted into cash or other stock, securities or property, or a sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company, then either:
5.1.1 the Option shall be converted into an option to acquire stock of the surviving or acquiring corporation in the applicable transaction
for a total purchase price equal to the total price applicable to the unexercised portion of the Option, and with the amount and type of shares
subject thereto and purchase price per share thereof to be conclusively determined by the Committee, taking into account the relative values of
the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be
held by the former holders of the Company’s Class B Common Stock following the applicable transaction, and disregarding fractional shares;
or
5.1.2 the Option will become exercisable in full effective as of the consummation of such transaction, and the Committee shall approve
some arrangement by which the Optionee shall have a reasonable opportunity to exercise the Option effective as of the consummation of such
transaction or otherwise realize the value of the Option, as determined by the Committee. If the Option is not exercised in accordance with
procedures approved by the Committee, the Option shall terminate (notwithstanding any provisions apparently to the contrary in this
Agreement).
5.2 Change in Control. If Section 5.1.2 does not apply, the Option shall, following a reasonable Processing Period, become exercisable in full
and remain exercisable until the Expiration Date or the date otherwise provided in Section 1, whichever is the shorter period, if a Change in Control
(as defined below) occurs and either as a result of the Change of Control or at any time after the earlier of Shareholder Approval (as defined below), if
any, or the Change in Control and on or before the Vesting Date, (i) the Optionee is removed or not re−elected as a director of the Company by the
Company’s shareholders without Cause (as defined below), or (ii) the Optionee resigns as a director of the Company for Good Reason (as defined
below).
5.2.1 For purposes of this Agreement, a “Change in Control” of the Company shall mean the occurrence of any of the following events:
(a) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided,
however, that the term “Incumbent Director” shall also include each new director elected during such two−year period whose
nomination or election was approved by two−thirds of the Incumbent Directors then in office;
3