Nike 2010 Annual Report Download - page 128

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NIKE, INC.
APPENDIX TO THE
FY ____ LONG−TERM INCENTIVE AWARD AGREEMENT
FOR NON−U.S. RECIPIENTS
This Appendix includes additional terms and conditions that govern the awards for Recipients residing outside of the U.S. on the date the Committee
authorized the award under this Agreement. Moreover, if the Recipient relocates outside of the U.S. during the Performance Period or prior to the payment
of the Dollar Target Award Payment, the additional terms and conditions in this Appendix will apply to the Recipient to the extent the Company determines
that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
Capitalized terms not explicitly defined in this Appendix but defined in this Agreement shall have the same definitions as in this Agreement.
Tax Withholding
The following provision replaces Section 5 of this Agreement in its entirety:
Regardless of any action the Company or Recipient’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll
tax, payment on account or other tax−related withholding related to the award and legally applicable to Recipient (“Tax−Related Items”), Recipient
acknowledges that the ultimate liability for all Tax−Related Items legally due by him or her is and remains Recipient’s responsibility and may exceed the
amount actually withheld by the Company or the Employer. Recipient further acknowledges that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any Tax−Related Items in connection with any aspect of the award including the grant, vesting or
payout of the award; and (2) do not commit to structure the terms of the award or any aspect of the award to reduce or eliminate Recipient’s liability for
Tax−Related Items or achieve any particular tax result.
Prior to any relevant taxable or tax withholding event, as applicable, Recipient will pay or make adequate arrangements satisfactory to the Company
and/or the Employer to satisfy all Tax−Related Items. In this regard, Recipient authorizes the Company and/or the Employer to withhold all applicable
Tax−Related Items legally payable by Recipient from his or her wages or other cash compensation paid to Recipient by the Company and/or the Employer
or from the Dollar Target Award Payment. Finally, Recipient shall pay the Company or the Employer any amount of Tax−Related Items that the Company
or the Employer may be required to withhold or account for as a result of the award that cannot be satisfied by the means previously described. The
Company may refuse to pay the Dollar Target Award Payment to Recipient if Recipient fails to comply with his or her obligations in connection with
Tax−Related Items.
Nature of Grant
By accepting the grant of the award evidenced by this Agreement, Recipient acknowledges, understands and agrees that:
APP−1