Nike 2010 Annual Report Download - page 113

Exhibit 10.6
NIKE, Inc. 1990 Stock Incentive Plan
1. Purpose. The purpose of this Stock Incentive Plan (the “Plan”) is to enable NIKE, Inc. (the “Company”) to attract and retain as directors, officers,
employees, consultants, advisors and independent contractors people of initiative and ability and to provide additional incentives to such persons.
2. Shares Subject to the Plan. Subject to adjustment as provided below and in paragraph 10, the shares to be offered under the Plan shall consist of
Class B Common Stock of the Company (“Shares”), and the total number of Shares that may be issued under the Plan shall not exceed one hundred
thirty−two million (132,000,000) Shares. If an option or stock appreciation right granted under the Plan expires, terminates or is canceled, the unissued
Shares subject to such option or stock appreciation right shall again be available under the Plan. If any Shares issued pursuant to a Stock Award are forfeited
to the Company, the number of Shares forfeited shall again be available under the Plan.
3. Duration of Plan. The Plan shall continue in effect until all Shares available for issuance under the Plan have been issued and all restrictions on
such Shares have lapsed; provided, however, that no awards shall be made under the Plan on or after the 10th anniversary of the last action by the
shareholders approving or re−approving the Plan. The Board of Directors may suspend or terminate the Plan at any time except with respect to awards and
Shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding awards or the forfeitability of Shares issued
under the Plan.
4. Administration. The Plan shall be administered by a committee appointed by the Board of Directors of the Company consisting of not less than two
directors (the “Committee”), which shall determine and designate from time to time the individuals to whom awards shall be made, the amount of the
awards and the other terms and conditions of the awards, except that only the Board of Directors may amend or terminate the Plan as provided in paragraphs
3 and 14. Subject to the provisions of the Plan, the Committee may from time to time adopt and amend rules and regulations relating to administration of the
Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to Shares (except those restrictions
imposed by law) and make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The
interpretation and construction of the provisions of the Plan and related agreements by the Committee shall be final and conclusive. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall
deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency. Notwithstanding anything to the contrary contained
in this Paragraph 4, the Board of Directors may delegate to the Chief Executive Officer of the Company, as a one−member committee of the Board of
Directors, the authority to grant awards with respect to a maximum of 50,000 Shares to any eligible employee who is not, at the time of such grant, subject
to the reporting requirements and liability provisions contained in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the
regulations thereunder.
5. Types of Awards; Eligibility. The Committee may, from time to time, take the following actions, separately or in combination, under the Plan:
(i) grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), as provided in paragraph 6(b);
(ii) grant options other than Incentive Stock Options (“Non−Statutory Stock Options”) as provided in paragraph 6(c); (iii) grant Stock Awards, including
restricted stock and restricted stock units, as provided in paragraph 7; (iv) sell shares subject to restrictions as provided in paragraph 8; and (v) grant stock
appreciation rights as provided in paragraph 9. Any such awards may be made to employees, including employees who are officers or directors, of the
Company or any parent or subsidiary corporation of the Company and to other individuals described in paragraph 1 who the Committee believes have made
or will make an important contribution to the Company or its subsidiaries; provided, however, that only employees of the Company shall be eligible to
receive Incentive Stock Options under the Plan. The Committee shall select the individuals to whom awards shall be made. The Committee shall specify the
action taken with respect to each individual to whom an award is made under the Plan. No employee may be granted options or stock appreciation rights
under the Plan for more than 400,000 Shares in any calendar year.
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