Nike 2010 Annual Report Download - page 116

the optionee becomes disabled (within the meaning of Section 22(e)(3) of the Code), the option 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, whichever is the shorter period.
(v) Unless otherwise provided at the time of grant, in the event of the death of the optionee while in the employ of the Company or a
parent or subsidiary corporation of the Company, the option may be exercised 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 death, whichever is the shorter period, but only by the person or persons to whom such optionee’s rights under the option shall pass by
the optionee’s will or by the laws of descent and distribution of the state or country of domicile at the time of death.
(vi) The Committee, at the time of grant or at any time thereafter, may extend the three−month and four−year expiration periods any
length of time not later than the original expiration date of the option, and may increase the portion of an option that is exercisable, subject to
such terms and conditions as the Committee may determine.
(vii) To the extent that the option of any deceased optionee or of any optionee whose employment terminates is not exercised within the
applicable period, all further rights to purchase Shares pursuant to such option shall cease and terminate.
(g) Purchase of Shares. Unless the Committee determines otherwise, Shares may be acquired pursuant to an option granted under the Plan only
upon receipt by the Company of notice from the optionee of the optionee’s intention to exercise, specifying the number of Shares as to which the
optionee desires to exercise the option and the date on which the optionee desires to complete the transaction, and if required in order to comply with
the Securities Act of 1933, as amended, containing a representation that it is the optionee’s present intention to acquire the Shares for investment and
not with a view to distribution. Unless the Committee determines otherwise, on or before the date specified for completion of the purchase of Shares
pursuant to an option, the optionee must have paid the Company the full purchase price of such Shares in cash or with the consent of the Committee,
in whole or in part, in Common Stock of the Company valued at fair market value. The fair market value of Common Stock of the Company provided
in payment of the purchase price shall be the closing price of the Common Stock of the Company as reported in the New York Stock Exchange
Composite Transactions in the Wall Street Journal or such other reported value of the Common Stock of the Company as shall be specified by the
Committee, on the date the option is exercised, or if such date is not a trading day, then on the immediately preceding trading day. No Shares shall be
issued until full payment therefor has been made. With the consent of the Committee, an optionee may request the Company to apply automatically
the Shares to be received upon the exercise of a portion of a stock option (even though stock certificates have not yet been issued) to satisfy the
purchase price for additional portions of the option. Each optionee who has exercised an option shall immediately upon notification of the amount
due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If
additional withholding is or becomes required beyond any amount deposited before delivery of the certificates, the optionee shall pay such amount to
the Company on demand. If the optionee fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by
the Company to the optionee, including salary, subject to applicable law. With the consent of the Committee, an optionee may satisfy the minimum
statutory withholding obligation, in whole or in part, by having the Company withhold from the Shares to be issued upon the exercise that number of
Shares that would satisfy the withholding amount due or by delivering Common Stock of the Company to the Company to satisfy the withholding
amount. Upon the exercise of an option, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued
upon exercise of the option, plus the number of Shares, if any, withheld upon exercise to satisfy the tax withholding amount.
(h) No Repricing. Except for actions approved by the shareholders of the Company or adjustments made pursuant to paragraph 10, the option
price for an outstanding option granted under the Plan may not be decreased after the date of grant nor may the Company grant a new option or pay
any cash or other
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