Nike 2010 Annual Report Download - page 117

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consideration (including another award under the Plan) in exchange for any outstanding option granted under the Plan at a time when the option price
of the outstanding option exceeds the fair market value of the Shares covered by the option.
7. Stock Awards, including Restricted Stock and Restricted Stock Units. The Committee may grant Shares as stock awards under the Plan (“Stock
Awards”). Stock Awards shall be subject to the terms, conditions, and restrictions determined by the Committee. The restrictions may include restrictions
concerning transferability and forfeiture of the Shares awarded, together with such other restrictions as may be determined by the Committee. Stock Awards
subject to restrictions may be either restricted stock awards under which shares are issued immediately upon grant subject to forfeiture if vesting conditions
are not satisfied, or restricted stock unit awards under which shares are not issued until after vesting conditions are satisfied. The Committee may require the
recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary consideration other than amounts
necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by
the Committee. The certificates representing the Shares awarded shall bear any legends required by the Committee. The Company may require any recipient
of a Stock Award to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the recipient fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to
the recipient, including salary, subject to applicable law. With the consent of the Committee, a recipient may satisfy the minimum statutory withholding
obligation, in whole or in part, by having the Company withhold from the awarded Shares 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 issuance of Shares under a Stock Award,
the number of Shares reserved for issuance under the Plan shall, except as otherwise provided in paragraph 2, be reduced by the number of Shares issued,
net of any shares withheld to satisfy tax withholding obligations.
8. Restricted Stock. The Committee may issue Shares under the Plan for such consideration (including promissory notes and services) as determined
by the Committee, provided that in no event shall the consideration be less than 75 percent of fair market value of the Shares at the time of issuance. Shares
issued under the Plan shall be subject to the terms, conditions and restrictions determined by the Committee. The restrictions may include restrictions
concerning transferability, repurchase by the Company and forfeiture of the Shares issued, together with such other restrictions as may be determined by the
Committee. All Shares issued pursuant to this paragraph 8 shall be subject to a purchase agreement, which shall be executed by the Company and the
prospective recipient of the Shares prior to the delivery of certificates representing such Shares to the recipient. The purchase agreement may contain any
terms, conditions, restrictions, representations and warranties required by the Committee. The certificates representing the Shares shall bear any legends
required by the Committee. The Company may require any purchaser of restricted stock to pay to the Company in cash upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If the purchaser fails to pay the amount demanded, the Company may withhold
that amount from other amounts payable by the Company to the purchaser, including salary, subject to applicable law. With the consent of the Committee, a
purchaser may deliver Common Stock of the Company to the Company to satisfy this withholding obligation. Upon the issuance of restricted stock, the
number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued.
9. Stock Appreciation Rights.
(a) Grant. Stock appreciation rights may be granted under the Plan by the Committee, subject to such rules, terms, and conditions as the
Committee prescribes.
(b) Exercise.
(i) A stock appreciation right shall be exercisable only at the time or times established by the Committee, except that no stock
appreciation right shall be exercisable after the expiration of 10 years from the date it is granted. If a stock appreciation right is granted in
connection with an option,
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