Nike 2010 Annual Report Download - page 125

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2.6 If the Company implements a change in accounting principle during the Performance Period either as a result of issuance of new
accounting standards or otherwise, and the effect of the accounting change was not reflected in the Company’s business plan at the time of approval of this
award, then Cumulative Revenue and Cumulative EPS shall be adjusted to eliminate the impact of the change in accounting principle.
2.7 All financial computations required to effect adjustments pursuant to Sections 2.4, 2.5 and 2.6 shall be calculated by the Company in
accordance with generally accepted accounting principles applied in a manner consistent with the application of such principles to the preparation of the
audited consolidated financial statements of the Company and its subsidiaries.
3. Employment Condition. In order to receive the Dollar Target Award Payment determined under Section 2, Recipient must be employed by the
Company or a subsidiary of the Company on the last day of the Performance Period. If Recipient’s employment by the Company and its subsidiaries is
terminated at any time prior to the end of the Performance Period, for any reason or no reason, with or without cause, including because of death or
disability, Recipient shall not be entitled to receive the Dollar Target Award Payment or any portion thereof.
4. Certification and Payment. As soon as practicable following the completion of the audit of the Company’s consolidated financial statements for
the final year of the Performance Period, the Company shall calculate the Dollar Target Award Payment payable to Recipient. This calculation shall be
submitted to the Committee. Notwithstanding anything to the contrary in this Agreement, the Committee may, in its sole discretion, reduce or eliminate the
calculated Dollar Target Award Payment based on circumstances relating to the performance of the Company or Recipient. Without limiting the generality
of the foregoing, if at any time during the Performance Period Recipient’s base pay is reduced or Recipient is assigned a different title, job or set of
responsibilities resulting in a decrease in Recipient’s level of responsibility for the Company (any such reduction in base pay or assignment resulting in a
decrease in Recipient’s level of responsibility for the Company, a “Demotion”), the Committee may, in its sole discretion, reduce or eliminate the calculated
Dollar Target Award Payment. Recipient acknowledges and agrees that, in the event the Committee reduces or eliminates the calculated Dollar Target
Award Payment in connection with any Demotion occurring during the Performance Period, the Company intends for such reduction or elimination to
constitute the “proration” of Recipient’s Dollar Target Award with respect to such Demotion described in Plan−related documents prepared by the
Company and delivered to Recipient; and that, in connection with any Demotion, in the event of any inconsistency between the “proration” provisions of
any such Plan−related documents and the provisions of this Agreement, the provisions of this Agreement shall control.
The Committee shall certify in writing (which may consist of approved minutes of a Committee meeting) the level of Cumulative Revenue and
Cumulative EPS attained by the Company and the Dollar Target Award Payment (if any) payable to Recipient. The Recipient shall receive the Dollar Target
Award Payment so certified, subject to applicable tax withholding, in cash on August 15, 20__. Notwithstanding the foregoing, if Recipient shall have made
a valid election to defer receipt of all or any portion of the Dollar Target Award Payment
4