Nike 2010 Annual Report Download - page 118

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the stock appreciation right shall be exercisable only to the extent and on the same conditions that the related option could be exercised. Upon
exercise of a stock appreciation right, any option or portion thereof to which the stock appreciation right relates terminates. If a stock appreciation
right is granted in connection with an option, upon exercise of the option, the stock appreciation right or portion thereof to which the option relates
terminates.
(ii) The Committee may withdraw any stock appreciation right granted under the Plan at any time and may impose any conditions upon the
exercise of a stock appreciation right or adopt rules and regulations from time to time affecting the rights of holders of stock appreciation rights. Such
rules and regulations may govern the right to exercise stock appreciation rights granted before adoption or amendment of such rules and regulations as
well as stock appreciation rights granted thereafter.
(iii) Each stock appreciation right shall entitle the holder, upon exercise, to receive from the Company in exchange therefor an amount equal in
value to the excess of the fair market value on the date of exercise of one share of Class B Common Stock of the Company over its fair market value
on the date of grant or such higher amount as the Committee may determine (or, in the case of a stock appreciation right granted in connection with an
option, the option price per Share under the option to which the stock appreciation right relates), multiplied by the number of Shares covered by the
stock appreciation right or the option, or portion thereof, that is surrendered. Payment by the Company upon exercise of a stock appreciation right
may be made in Shares valued at fair market value, in cash, or partly in Shares and partly in cash, all as determined by the Committee.
(iv) For purposes of this paragraph 9, the fair market value of the Class B Common Stock of the Company on the date a stock appreciation right
is exercised shall be the closing price of the Class B 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 Class B Common Stock of the Company as shall be specified by the
Committee, on the date the stock appreciation right is exercised, or if such date is not a trading day, then on the immediately preceding trading day.
(v) No fractional shares shall be issued upon exercise of a stock appreciation right. In lieu thereof, cash shall be paid in an amount equal to the
value of the fractional share.
(vi) Each stock appreciation right granted under the Plan by its terms shall be nonassignable and nontransferable by the holder, either
voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or county of the holder’s domicile at the time
of death, and each stock appreciation right by its terms shall be exercisable during the holder’s lifetime only by the holder; provided, however, that a
stock appreciation right not granted in connection with an Incentive 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.
(vii) Each participant who has exercised a stock appreciation right shall, upon notification of the amount due, pay to the Company in cash
amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the participant fails to pay the amount demanded,
the Company may withhold that amount from other amounts payable by the Company to the participant including salary, subject to applicable law.
With the consent of the Committee a participant may satisfy the minimum statutory obligation, in whole or in part, by having the Company withhold
from any 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.
(viii) Upon the exercise of a stock appreciation right for Shares, the number of Shares reserved for issuance under the Plan shall be reduced by
the number of Shares covered by the stock appreciation right. Cash payments of stock appreciation rights shall not reduce the number of Shares
reserved for issuance under the Plan.
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