Nike 2010 Annual Report Download - page 126

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pursuant to the terms of the Company’s Deferred Compensation Plan (a “Deferral Election”), payment of all or such portion of the Dollar Target Award
Payment so deferred shall be made in accordance with the terms of the Deferred Compensation Plan and the Deferral Election.
5. Tax Withholding. Recipient acknowledges that the amount of the Dollar Target Award Payment payable to Recipient (other than any amount
deferred pursuant to a Deferral Election) will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the
Company will be required to withhold taxes on this income amount.
6. Promotions. If at any time during the Performance Period Recipient’s base pay is increased or Recipient is assigned a different title, job or set of
responsibilities resulting in an increase in Recipient’s level of responsibility for the Company (any such increase in base pay or assignment resulting in an
increase in Recipient’s level of responsibility for the Company, a “Promotion”), the Company may, but shall not be required to, grant to Recipient an
additional award (the “Mid−Plan Grant”) on terms similar to those provided in this Agreement. Any such Mid−Plan Grant shall constitute a grant separate
from and independent of the grant represented by this Agreement, and any such Mid−Plan Grant shall not be granted under the Plan and shall not qualify as
performance−based compensation under Section 162(m) of the Code. The terms and conditions of any Mid−Plan Grant shall be set forth in a separate,
Mid−Plan Grant agreement between the Company and Recipient in the form determined by the Company in its sole discretion (a “Mid−Plan Grant
Agreement”). Recipient acknowledges and agrees that no Mid−Plan Grant shall be payable to Recipient unless Recipient executes and delivers a Mid−Plan
Grant Agreement in connection therewith. Recipient acknowledges and agrees that any Mid−Plan Grant granted to Recipient in connection with any
Promotion during the Performance Period will be intended to constitute the “proration” of Recipient’s Dollar Target Award with respect to such Promotion
described in Plan−related documents prepared by the Company and delivered to Recipient; and that, in connection with any Promotion, in the event of any
inconsistency between the “proration” provisions of any such Plan−related documents and the provisions of this Section 6 and the Mid−Plan Grant
Agreement, the provisions of this Section 6 and the Mid−Plan Grant Agreement shall control.
7. Clawback Policy. The Recipient acknowledges and agrees that any amount paid to the Recipient under this Agreement shall be subject to
possible repayment to the Company under the NIKE, Inc. Policy for Recoupment of Incentive Compensation as approved by the Board of Directors and the
Committee and in effect on the date the Committee authorized the award under this Agreement.
8. No Right to Employment. Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or any of
its subsidiaries or to continue to provide services to the Company or any of its subsidiaries or to interfere in any way with the right of the Company or any
of its subsidiaries to terminate Recipient’s services at any time for any reason, with or without cause.
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