Nike 2010 Annual Report Download - page 120

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(A) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of
Directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that
the term “Incumbent Director” shall also include each new director elected during such two−year period whose nomination or election was
approved by two−thirds of the Incumbent Directors then in office;
(B) At any time that the holders of the Class A Common Stock of the Company have the right to elect (voting as a separate class) a
majority of the members of the Board of Directors of the Company, any “person” or “group” (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from
anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d−3 under the Exchange Act), directly or
indirectly, of more than fifty percent (50%) of the then outstanding Class A Common Stock of the Company;
(C) At any time after such time as the holders of the Class A Common Stock of the Company cease to have the right to elect (voting as a
separate class) a majority of the members of the Board of Directors of the Company, any “person” or “group” (within the meaning of Sections
13(d) and 14(d)(2) of the Exchange Act) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated
purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d−3 under the Exchange
Act), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”)
representing thirty percent (30%) or more of the combined voting power of the then outstanding Voting Securities;
(D) A consolidation, merger or plan of exchange involving the Company (“Merger”) as a result of which the holders of outstanding
Voting Securities immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting
Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any
Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or
(E) A sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets
of the Company.
(ii) For purposes of this Plan, “Shareholder Approval” shall mean approval by the shareholders of the Company of a transaction, the
consummation of which would be a Change in Control.
(iii) For purposes of this Plan, “Cause” shall mean (A) the willful and continued failure to perform substantially the award holder’s reasonably
assigned duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a demand for
substantial performance is delivered to the award holder by the Company which specifically identifies the manner in which the Company believes that
the award holder has not substantially performed the award holder’s duties, or (B) the willful engagement in illegal conduct which is materially and
demonstrably injurious to the Company. No act, or failure to act, shall be considered “willful” if the award holder reasonably believed that the action
or omission was in, or not opposed to, the best interests of the Company.
(iv) For purposes of this Plan, “Good Reason” shall mean (A) the assignment of a different title, job or responsibilities that results in a decrease
in the level of responsibility of the award holder after Shareholder Approval, if applicable, or the Change in Control when compared to the award
holder’s level of responsibility for the Company’s operations prior to Shareholder Approval, if applicable, or the Change in Control; provided that
Good Reason shall not exist if the award holder continues to have the same or a greater general level of responsibility for Company operations after
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