Nike 2010 Annual Report Download - page 115

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and each option by its terms shall be exercisable during the optionee’s lifetime only by the optionee. A stock option may be transferred 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. A Non−Statutory Stock Option shall also be
transferable pursuant to a qualified domestic relations order as defined under the Code or Title I of the Employee Retirement Income Security Act.
The Committee may, in its discretion, authorize all or a portion of a Non−Statutory Stock Option granted to an optionee to be on terms which permit
transfer by the optionee to (i) the spouse, children or grandchildren of the optionee (“Immediate Family Members”), (ii) a trust or trusts for the
exclusive benefit of Immediate Family Members, or (iii) a partnership in which Immediate Family Members are the only partners, provided that
(x) there may be no consideration for any transfer, (y) the stock option agreement pursuant to which the options are granted must expressly provide
for transferability in a manner consistent with this paragraph, and (z) subsequent transfers of transferred options shall be prohibited except by will or
by the laws of descent and distribution. Following any transfer, options shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, provided that for purposes of paragraphs 6(d), 6(g), 10 and 11 the term “optionee” shall be deemed to refer to
the transferee. The events of termination of employment of paragraph 6(f), shall continue to be applied with respect to the original optionee, following
which the options shall be exercisable by the transferee only to the extent, and for the periods specified, and all other references to employment,
termination of employment, life or death of the optionee, shall continue to be applied with respect to the original optionee.
(f) Termination of Employment or Death.
(i) Unless otherwise provided at the time of grant, in the event the employment of the optionee by the Company or a parent or subsidiary
corporation of the Company terminates for any reason other than because of normal retirement, early retirement, physical disability or death,
the option may be exercised at any time prior to the expiration date of the option or the expiration of three months after the date of such
termination of employment, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the
date of such termination.
(ii) Unless otherwise provided at the time of grant, in the event the employment of the optionee by the Company or a parent or subsidiary
corporation of the Company terminates as a result of the optionee’s normal retirement, any option granted to the optionee less than one year
prior to the date of such termination of employment shall immediately terminate, and any option granted to the optionee at least one year prior
to the date of such termination of employment may be exercised by the optionee free of the limitations on the amount that may be purchased in
any one year specified in the option agreement at any time prior to the expiration date of the option or the expiration of four years after the date
of such termination of employment, whichever is the shorter period. For purposes of this paragraph 6(f), “normal retirement” means a
termination of employment that occurs at a time when (A) the optionee’s age is at least 60 years, and (B) the optionee has at least five full years
of service as an employee of the Company or a parent or subsidiary corporation of the Company.
(iii) Unless otherwise provided at the time of grant, in the event the employment of the optionee by the Company or a parent or
subsidiary corporation of the Company terminates as a result of the optionee’s early retirement, any option granted to the optionee less than one
year prior to the date of such termination of employment shall immediately terminate, and any option granted to the optionee at least one year
prior to the date of such termination of employment may be exercised by the optionee in the amounts and according to the schedule specified in
the option agreement with no forfeiture of any portion of the option resulting from such termination of employment, except that the option may
not be exercised after the earlier of the expiration date of the option or the expiration of four years after the date of such termination of
employment. For purposes of this paragraph 6(f), “early retirement” means a termination of employment that occurs at a time when (A) the
optionee’s age is at least 55 years and less than 60 years, and (B) the optionee has at least five full years of service as an employee of the
Company or a parent or subsidiary corporation of the Company.
(iv) Unless otherwise provided at the time of grant, in the event the employment of the optionee by the Company or a parent or subsidiary
corporation of the Company terminates because
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