Nike 2010 Annual Report Download - page 121

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the Change in Control as the award holder had prior to the Change in Control even if the Company operations are a subsidiary or division of the
surviving company, (B) a reduction in the award holder’s base pay as in effect immediately prior to Shareholder Approval, if applicable, or the
Change in Control, (C) a material reduction in total benefits available to the award holder under cash incentive, stock incentive and other employee
benefit plans after Shareholder Approval, if applicable, or the Change in Control compared to the total package of such benefits as in effect prior to
Shareholder Approval, if applicable, or the Change in Control, or (D) the award holder is required to be based more than 50 miles from where the
award holder’s office is located immediately prior to Shareholder Approval, if applicable, or the Change in Control except for required travel on
company business to an extent substantially consistent with the business travel obligations which the award holder undertook on behalf of the
Company prior to Shareholder Approval, if applicable, or the Change in Control.
12. Corporate Mergers, Acquisitions, etc. The Committee may also grant options, stock appreciation rights and Stock Awards under the Plan having
terms, conditions and provisions that vary from those specified in this Plan, provided that any such awards are granted in substitution for, or in connection
with the assumption of, existing options, stock appreciation rights or Stock Awards issued by another corporation and assumed or otherwise agreed to be
provided for by the Company pursuant to or by reason of a transaction involving a corporate merger, consolidation, plan of exchange, acquisition of
property or stock, separation, reorganization or liquidation to which the Company or a parent or subsidiary corporation of the Company is a party.
13. Clawback Policy. Unless otherwise provided at the time of grant, all awards under the Plan shall be subject to the NIKE, Inc. Policy for
Recoupment of Incentive Compensation as approved by the Committee and in effect at the time of grant, or such other policy for “clawback” of incentive
compensation as may be approved from time to time by the Committee.
14. Amendment of Plan. The Board of Directors may at any time, and from time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in paragraphs 6(f), 9, 10 and 11, however, no
change in an award already granted shall be made without the written consent of the holder of such award.
15. Approvals. The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction
in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of
the Securities and Exchange Commission and any stock exchange or trading system on which the Company’s shares may then be listed or admitted for
trading, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Class B
Common Stock under the Plan if such issuance or delivery would violate applicable state or federal securities laws.
16. Employment and Service Rights. Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any parent or subsidiary corporation of the Company or interfere in any way with the right of the Company
or any parent or subsidiary corporation of the Company by whom such employee is employed to terminate such employee’s employment at any time, for
any reason, with or without cause, or to increase or decrease such employee’s compensation or benefits, or (ii) confer upon any person engaged by the
Company any right to be retained or employed by the Company or to the continuation, extension, renewal, or modification of any compensation, contract, or
arrangement with or by the Company.
17. Rights as a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any Shares until the date
of issue to the recipient of a stock certificate for such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends
or other rights for which the record date is prior to the date such stock certificate is issued.
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