Nike 2010 Annual Report Download - page 119

10. Changes in Capital Structure. If the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split,
combination of shares or dividend payable in shares, appropriate adjustment shall be made by the Committee in the number and kind of shares available for
awards under the Plan. In addition, the Committee shall make appropriate adjustment in the number and kind of shares subject to outstanding awards, and
the exercise price of outstanding options and stock appreciation rights, to the end that the recipient’s proportionate interest is maintained as before the
occurrence of such event. The Committee may also require that any securities issued in respect of or exchanged for Shares issued hereunder that are subject
to restrictions be subject to similar restrictions. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would
or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any
manner determined by the Committee. Any such adjustments made by the Committee shall be conclusive.
11. Sale of the Company; Change in Control.
(a) Sale of the Company. Unless otherwise provided at the time of grant, if during the term of an option, stock appreciation right or restricted stock
unit award, there shall occur a merger, consolidation or plan of exchange involving the Company pursuant to which outstanding Shares are converted into
cash or other stock, securities or property, or a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or
substantially all, the assets of the Company, then either:
(i) the option, stock appreciation right or restricted stock unit award shall be converted into an option, stock appreciation right or restricted
stock unit award to acquire stock of the surviving or acquiring corporation in the applicable transaction for a total purchase price equal to the total
price applicable to the unexercised portion of the option, stock appreciation right or restricted stock unit award, and with the amount and type of
shares subject thereto and exercise price per share thereof to be conclusively determined by the Committee, taking into account the relative values of
the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held
by holders of Shares following the applicable transaction, and disregarding fractional shares; or
(ii) all unissued Shares subject to restricted stock unit awards shall be issued immediately prior to the consummation of such transaction, all
options and stock appreciation rights will become exercisable for 100 percent of the Shares subject to the option or stock appreciation right effective
as of the consummation of such transaction, and the Committee shall approve some arrangement by which holders of options and stock appreciation
rights shall have a reasonable opportunity to exercise all such options and stock appreciation rights effective as of the consummation of such
transaction or otherwise realize the value of these awards, as determined by the Committee. Any option or stock appreciation right that is not
exercised in accordance with procedures approved by the Committee shall terminate.
(b) Change in Control. Unless otherwise provided at the time of grant, if paragraph 11(a)(ii) does not apply, all options and stock appreciation rights
granted under this Plan shall become exercisable in full for a remaining term extending until the earlier of the expiration date of the applicable option or
stock appreciation right or the expiration of four years after the date of termination of employment, and all Stock Awards shall become fully vested, if a
Change in Control (as defined below) occurs and at any time after the earlier of Shareholder Approval (as defined below), if any, or the Change in Control
and on or before the second anniversary of the Change in Control, (i) the award holder’s employment is terminated by the Company (or its successor)
without Cause (as defined below), or (ii) the award holder’s employment is terminated by the award holder for Good Reason (as defined below).
(i) For purposes of this Plan, a “Change in Control” of the Company shall mean the occurrence of any of the following events:
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