Nike 2010 Annual Report Download - page 111

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reasonably believed that the action or omission was in, or not opposed to, the best interests of the Company.
5.2.4 For purposes of this Agreement, “Good Reason” shall mean:
(a) the Company ceases to be a public company whose Class B Common Stock is traded on the New York Stock Exchange or
other comparable securities exchange,
(b) the Board of Directors of the Company, any holder of more than fifty percent (50%) of the then outstanding Class A Common
Stock of the Company, or any holder of Voting Securities representing thirty percent (30%) or more of the combined voting power of
the then outstanding Voting Securities requests the Optionee to resign as a director of the Company; or
(c) a reduction in the Optionee’s director compensation as in effect immediately prior to Shareholder Approval, if applicable, or
the Change in Control.
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.
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.
5