exhibit101.htm


    
 

    
      
        

      
Exhibit 10.1


    NIKE,
INC.

     

    FOREIGN
SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN

    (As
amended November 20, 2008)

     

    1.           Purpose of the
Plan.  NIKE, Inc. (the “Company”) believes that
ownership of shares of its common stock by selected employees of its foreign
subsidiaries is desirable as an incentive to better performance and improvement
of profits, and as a means by which employees may share in the rewards of growth
and success.  The purpose of the Company’s Foreign Subsidiary Employee
Stock Purchase Plan (the “Plan”) is to provide a
convenient means by which such employees may purchase the Company’s shares and a
method by which the Company may assist and encourage such employees to become
share owners.  The Company operates an Employee Stock Purchase Plan
(as amended from time to time, the “U.S. ESPP”) pursuant to which
employees of the Company and selected U.S. subsidiaries have a similar
opportunity to purchase Company shares.   Each subsidiary of the
Company that is a participant in the U.S. ESPP is hereinafter referred to as
a  “Participating
U.S. Subsidiary.”

     

    2.           Shares Reserved for the
Plan.  There are 2,000,000 shares of the Company’s authorized
but unissued or reacquired Class B Common Stock reserved for purposes of the
Plan.  The number of shares reserved for the Plan is subject to
adjustment in the event of any stock dividend, stock split, combination of
shares, recapitalization or other change in the outstanding Class B Common Stock
of the Company.  The determination of whether an adjustment shall be
made and the manner of any such adjustment shall be made by the Board of
Directors of the Company (the “Board”), which determination
shall be conclusive.

     

    3.           Administration of the
Plan.  The Board has delegated to the Vice President of Global
Human Resources of the Company (or, if the officer who is the Company’s senior
human resources executive shall have a title other than Vice President of Global
Human Resources, then such other officer) all authority for administration of
the Plan and, in connection with such delegation and unless otherwise determined
by the Board, the Plan shall be administered by or under the direction of such
officer (the “Authorized
Officer”), who may delegate some or all of his or her duties and
authority to one or more Company employees. The Authorized Officer may
promulgate rules and regulations for the operation of the Plan which may vary
with local requirements, adopt forms for use in connection with the Plan, and
decide any question of interpretation of the Plan or rights arising
thereunder.  The Authorized Officer may consult with counsel for the
Company on any matter arising under the Plan.  Unless otherwise
determined by the Board, all determinations and decisions of the Authorized
Officer or the Board shall be conclusive.

     

    4.           Eligible
Employees.  The Board hereby authorizes the purchase of shares
of Class B Common Stock pursuant to the Plan by employees of each subsidiary of
the Company that is not a Participating U.S. Subsidiary (each such subsidiary of
the Company that is not a Participating U.S. Subsidiary, a “Foreign Subsidiary”), but has
delegated to the Authorized Officer the authority to
designate from time to time from among such employees which groups of employees
shall be participating groups for purposes of the Plan (each such group so
designated as a participating group for purposes of the Plan being hereinafter
called a “Participating
Group”).  For example, a Participating Group may consist of all
Foreign Subsidiary employees who have their home office in a designated
country.  All Eligible Employees in each Participating Group are
eligible to participate in the Plan.  An “Eligible Employee” is an
employee in a Participating Group who has been employed by the Company and its
subsidiaries for at least one full month prior to the Offering Date (as defined
below) excluding, however, any employee who would, after a purchase of shares
under the Plan, own or be deemed (under Section 424(d) of the United States
Internal Revenue Code of 1986, as amended (the “Code”)) to own stock
(including stock subject to any outstanding options held by the employee)
possessing 5 percent or more of the total combined voting power or value of all
classes of stock of the Company or any parent or subsidiary of the
Company.

     

    5.           Offerings.

     

    (a)           Offering and
Purchase Dates.  The Plan shall be implemented by a series of
six-month offerings (the “Offerings”), with a new
Offering commencing on April 1 and October 1 of each year.  Each
Offering commencing on April 1 of any year shall end on September 30 of that
year, and each Offering commencing on October 1 of any year shall end on March
31 of the following year.  The first day of each Offering is the
“Offering Date” for that
Offering and the last day of each Offering is the “Purchase Date” for that
Offering.

     

    (b)           Grants;
Limitations.  On each Offering Date, each Eligible Employee
shall be granted an option under the Plan to purchase shares of Class B Common
Stock on the Purchase Date for the Offering for the price determined under
paragraph 7 of the Plan exclusively through payroll deductions or other
contributions authorized under paragraph 6 of the Plan; provided, however, that (i) no
option shall permit the purchase of more than 1,000 shares, and (ii) no option
may be granted under the Plan that would allow an employee’s right to purchase
shares under all employee stock purchase plans of the Company and its parents
and subsidiaries to accrue at a rate that exceeds US$25,000 of fair market value
of shares (determined at the date of grant) for each calendar year in which such
option is outstanding.

     

    6.           Participation in the
Plan.

     

    (a)           Initiating
Participation.  An Eligible Employee may participate in an
Offering under the Plan by submitting to the Company or its agent a subscription
in a form specified by the Company.  The subscription must be
submitted no later than the “Subscription Deadline,” which
shall be a number of days prior to the Offering Date with the exact number of
days being established from time to time by the Authorized Officer by written
notice to Eligible Employees.  Once submitted, a subscription shall
remain in effect unless amended or terminated, and upon the expiration of an
Offering the participants in that Offering will be automatically enrolled in the
new Offering starting the following day.

     

    (b)           Payroll
Deductions or Other Contributions.  Unless otherwise
deter­mined by the Authorized Officer in accordance with this paragraph
6(b), each subscription shall include a payroll deduction authorization that
will authorize the employing entity to make payroll deductions in an amount
designated by the participant from each of the participant’s paychecks during
the Offering.  The designated amount to be deducted from each paycheck
must be a whole percentage of not less than one percent or more than 10 percent
of the participant’s Compensation (as defined below) for the period covered by
the paycheck.  If the Authorized Officer determines that payroll
deductions are either illegal or inadvisable in any particular jurisdiction, the
Authorized Officer may provide for alternate methods of contributing to the Plan
for all participants in that jurisdiction, provided that no participant shall be
permitted to contribute less than one percent or more than 10 percent of the
participant’s aggregate Compensation paid during the Offering.  Each
employing entity will promptly remit the amount of payroll deductions or other
contributions to the Company.

     

    (c)           Definition of
Compensation.  “Compensation” means the gross
amount of participant’s base salary, hourly compensation including overtime pay,
performance bonus compensation and sales commissions, or such other definitions
of Compensation as may be established from time to time by the Authorized
Officer for defined groups of employees.

     

    (d)           Amending
Participation.  After a participant has begun participating in
the Plan by initiating payroll deductions, the participant may amend the payroll
deduction authorization (i) once during any Offering to decrease the amount of
payroll deductions, and (ii) effective for the first paycheck of a new Offering
to either increase or decrease the amount of payroll deductions.  A
request for a decrease in payroll deductions during an Offering must be
submitted to the Company in a form specified by the Company no later than the
Change Deadline (as defined below) for that Offering, and shall be effective for
any paycheck only if the request is received by the Company no later than the
last business day of the immediately preceding calendar month, or by such other
deadline as may be established from time to time by the Authorized Officer for
defined groups of employees.  A request for an increase or decrease in
payroll deductions effective for the first paycheck of a new Offering must be
submitted to the Company in a form specified by the Company no later than the
Subscription Deadline for the new Offering.  In addition, if the
amount of payroll deductions from any participant during an Offering exceeds the
maximum amount that can be applied to purchase shares in that Offering under the
limitations set forth in paragraph 5(b) above, then (x) as soon as
practicable following a written request from the participant, payroll deductions
from the participant shall cease and all such excess amounts shall be refunded
to the participant, and (y) payroll deductions from the participant shall
restart as of the commencement of the next Offering at the rate set forth in the
participant’s then effective payroll deduction authorization.  If the
Authorized Officer provides an alternative to payroll deduction as a method of
contributing to the Plan in any jurisdiction, the Authorized Officer shall also
specify terms for amending contribution levels in that
jurisdiction.

     

    (e)           Terminating
Participation.  After a participant has begun participating in
the Plan, the participant may terminate participation in the Plan by notice to
the Company in a form specified by the Company.  To be effective to
terminate participation in an Offering, a notice of termination must be
submitted no later than the “Change Deadline,” which shall
be a number of days prior to the Purchase Date for that Offering with the exact
number of days being established from time to time by the Authorized Officer by
written notice to participants.  Except as provided in paragraph 6(g)
below, participation in the Plan shall also terminate when a participant ceases
to be an Eligible Employee for any reason, including death or
retirement.  A participant may not reinstate participation in the Plan
with respect to a particular Offering after once terminating participation in
the Plan with respect to that Offering.  Upon termination of a
participant’s participation in the Plan, all amounts deducted from the
participant’s Compensation or otherwise contributed by the participant, and not
previously used to purchase shares under the Plan, shall be returned to the
participant.

     

    (f)           Employee
Transferred from U.S.  Notwithstanding anything to the contrary
in the Plan, if an employee within a Participating Group (1) was not an Eligible
Employee on the Offering Date because the employee was employed by the Company
or a Participating U.S. Subsidiary on the Offering Date, (2) became an Eligible
Employee during the Offering, and (3) was a participant in the U.S. ESPP
immediately prior to the time that the employee became an employee within a
Participating Group, then the employee shall, notwithstanding that the employee
was not an Eligible Employee on the Offering Date, nonetheless be granted under
the Plan the option described in paragraph 5(b) (subject to paragraph 5(b)(i)
and (ii)).  In such case, (a) all amounts deducted from the employee’s
compensation pursuant to the employee’s participation in the U.S. ESPP and not
previously used to purchase shares under the U.S. ESPP shall not be returned to
the employee under the terms of the U.S. ESPP, but shall instead be contributed
and applied (together with all amounts deducted by the applicable Foreign
Subsidiary from the employee’s paychecks during the Offering in accordance with
this paragraph 6 or otherwise contributed by the employee to the Plan during the
Offering in accordance with this paragraph 6) to the purchase of shares under
the Plan on the Purchase Date for the Offering, subject to the terms and
conditions of the Plan, and (b) unless otherwise determined by the Authorized
Officer, the applicable Foreign Subsidiary is hereby authorized to make payroll
deductions from each of the employee’s paychecks during the Offering (unless the
Authorized Officer has determined pursuant to paragraph 6(b) that payroll
deductions are either illegal or inadvisable in the jurisdiction in which the
employee is located), and the payroll deduction or contribution percentage shall
be the same percentage as was in effect immediately prior to termination of the
employee’s participation in the U.S. ESPP with respect to the employee’s payroll
deductions under the U.S. ESPP.

     

    (g)           Employee
Transferred to U.S.  If an employee ceases to be an Eligible
Employee during an Offering solely because the employee commences employment
with the Company or a Participating U.S. Subsidiary, then, notwithstanding
anything to the contrary in the Plan and for so long as the employee remains
employed by the Company or any Participating U.S. Subsidiary, the employee shall
be deemed to be an Eligible Employee (subject to the stock ownership limitation
set forth in the definition of “Eligible Employee” in paragraph 4 above) for the
remainder of the current Offering and, if such change in employing entity
occurred during the last month of an Offering, for the duration of the
immediately subsequent Offering as well.  In such case, the employee’s
new employing entity shall make payroll deductions from each of the employee’s
paychecks during the remainder of such time as the employee is deemed to be an
Eligible Employee at the rate that applies with respect to the employee’s then
effective payroll deduction authorization or contribution method.

     

    7.           Option Price.  The
price at which shares shall be purchased in an Offering shall be in US dollars
and shall be the lower of (a) 85% of the fair market value of a share of
Class B Common Stock on the Offering Date of the Offering or (b) 85% of the
fair market value of a share of Class B Common Stock on the Purchase Date of the
Offering.  The fair market value of a share of Class B Common Stock on
any date shall be the closing price on the immediately preceding trading day of
the Class B Common Stock on the New York Stock Exchange or, if the Class B
Common Stock is not traded on the New York Stock Exchange, such other reported
value of the Class B Common Stock as shall be specified by the
Board.

     

    8.           Purchase of
Shares.  All amounts withheld from the Compensation of a
participant or otherwise contributed by a participant shall be credited to his
or her account under the Plan.  No interest will be paid on such
accounts, unless otherwise determined by the Authorized Officer or required
under local law.  If amounts are withheld in any currency other than
US dollars, the amounts in participants’ accounts shall be converted into US
dollars in accordance with procedures approved by the Authorized
Officer.  On each Purchase Date, the amount of the account of each
participant will be applied to the purchase of shares (including fractional
shares) by such participant from the Company at the price determined under
paragraph 7 above.  Any cash balance remaining in a participant’s
account after a Purchase Date as a result of the limitations set forth in
paragraph 5(b) above shall be repaid to the participant.

     

    9.           Delivery and Custody of
Shares.  Shares purchased by participants pursuant to the Plan
will be delivered to and held in the custody of such investment or financial
firm (the “Custodian”)
as shall be appointed by the Authorized Officer.  The Custodian may
hold in nominee or street name certificates for shares purchased pursuant to the
Plan, and may commingle shares in its custody pursuant to the Plan in a single
account without identification as to individual participants.  By
appropriate instructions to the Custodian, a participant may from time to time
sell all or part of the shares held by the Custodian for the participant’s
account at the market price at the time the order is executed.  If a
participant desires to sell all of the shares in his or her account, the
Custodian or the Company will purchase any fraction of a share in the account at
the same price per share that the whole shares are sold on the
market.  By appropriate instructions to the Custodian, a participant
may obtain (a) transfer into the participant’s own name of all or part of
the whole shares held by the Custodian for the participant’s account and
delivery of such whole shares to the participant, or (b) transfer of all or
part of the whole shares held for the participant’s account by the Custodian to
a regular individual brokerage account in the participant’s own name, either
with the firm then acting as Custodian or with another firm; provided, however, that no
shares may be transferred under (a) or (b) until two years after the Offering
Date of the Offering in which the shares were purchased.

     

    10.           Records and
Statements.  The Custodian will maintain the records of the
Plan.  As soon as practicable after each Purchase Date each
participant will receive a statement showing the activity of his or her account
since the preceding Purchase Date and the balance on the Purchase Date as to
both cash and shares.  Participants will be furnished such other
reports and statements, and at such intervals, as the Authorized Officer shall
determine from time to time.

     

    11.           Expense of the
Plan.  The Company will pay all expenses incident to operation
of the Plan, including costs of record keeping, accounting fees, legal fees,
commissions and issue or transfer taxes on purchases pursuant to the Plan, on
dividend reinvestments and on delivery of shares to a participant or into his or
her brokerage account.  The Company will not pay expenses, commissions
or taxes incurred in connection with sales of shares by the Custodian at the
request of a participant.  Expenses to be paid by a participant will
be deducted from the proceeds of sale prior to remittance.

     

    12.           Rights Not
Transferable.  The right to purchase shares under this Plan is
not transferable by a participant, and such right is exercisable during the
participant’s lifetime only by the participant.  Upon the death of a
participant, any cash withheld or contributed and not previously applied to
purchase shares, together with any shares held by the Custodian for the
participant’s account shall be transferred to the persons entitled thereto under
the laws of the domicile of the participant upon a proper showing of
authority.

     

    13.           Dividends and Other Distributions;
Reinvestment.  Stock dividends and other distributions in
shares of Class B Common Stock of the Company on shares held by the Custodian
shall be issued to the Custodian and held by it for the account of the
respective participants entitled thereto.  Cash distributions other
than dividends, if any, on shares held by the Custodian will be paid currently
to the participants entitled thereto.  Cash dividends, if any, on
shares held by the Custodian will be reinvested in Class B Common Stock on
behalf of the participants entitled thereto.  The Custodian shall
establish a separate account for each participant for the purpose of holding
shares acquired through reinvestment of the participant’s
dividends.  On each dividend payment date, the Custodian shall receive
from the Company the aggregate amount of dividends payable with respect to all
shares held by the Custodian for participants’ accounts under the
Plan.  As soon as practicable thereafter, the Custodian shall use all
of the funds so received to purchase shares of Class B Common Stock in the
public market, and shall then allocate such shares (including fractional shares)
among the dividend reinvestment accounts of the participants pro rata based on
the amount of dividends reinvested for each participant.  A
participant may sell or transfer shares in the participant’s dividend
reinvestment account in accordance with paragraph 9 above, except that there
shall be no holding period required for a transfer from a dividend reinvestment
account.

     

    14.           Voting and Shareholder
Communications.  In connection with voting on any matter
submitted to the shareholders of the Company, the Custodian will cause the
shares held by the Custodian for each participant’s accounts to be voted in
accordance with instructions from the participant or, if requested by a
participant, furnish to the participant a proxy authorizing the participant to
vote the shares held by the Custodian for his or her accounts.  Copies
of all general communications to shareholders of the Company will be sent to
participants in the Plan.

     

    15.           Tax Withholding.  In
connection with purchases of shares under the Plan, the Company shall determine
the amounts, if any, required to be withheld to satisfy any applicable tax or
other withholding obligations of Foreign Subsidiaries or other employing
entities under the laws of the jurisdictions in which participants perform
services.  The Foreign Subsidiaries or other employing entities shall
withhold such amounts from other amounts payable to the participants, including
all forms of Compensation, subject to applicable law.

     

    16.           Responsibility and
Indemnity.  Neither the Company, the Board, the Custodian, any
Foreign Subsidiary, any Participating U.S. Subsidiary, nor any member, officer,
agent, or employee of any of them, shall be liable to any participant under the
Plan for any mistake of judgment or for any omission or wrongful act unless
resulting from gross negligence, willful misconduct or intentional
misfeasance.  The Company will indemnify and save harmless the Board,
the Custodian and any such member, officer, agent or employee against any claim,
loss, liability or expense arising out of the Plan, except such as may result
from the gross negligence, willful misconduct or intentional misfeasance of such
entity or person.

     

    17.           Conditions and
Approvals.  The obligations of the Company under the Plan shall
be subject to compliance with all applicable laws and regulations, compliance
with the rules of any stock exchange on which the Company’s securities may be
listed, and approval of such governmental authorities or agencies as may have
jurisdiction over the Plan or the Company.  The Company will use its
best effort to comply with such laws, regulations and rules and to obtain such
approvals.

     

    18.           Amendment of the
Plan.  Unless otherwise determined by the Board, the Board or
the Authorized Officer may from time to time amend the Plan in any and all
respects; provided, however, that only
the Board may change (a) the number of shares reserved for purposes of the Plan,
(b) the purchase price of shares offered pursuant to the Plan, (c) the terms of
paragraph 5 above, or (d) in paragraph 6(b) above the maximum percentage of a
participant’s Compensation that may be deducted from a participant’s paycheck or
otherwise contributed to the Plan by a participant during an
Offering.

     

    19.           Termination of the
Plan.  The Plan shall terminate when all of the shares reserved
for purposes of the Plan have been purchased, provided that (a) the Board or the
Authorized Officer in their sole discretion may at any time terminate the Plan
with respect to any Participating Group, without any obligation on account of
such termination, except as set forth in the following sentence, and (b) the
Board in its sole discretion may at any time terminate the Plan completely,
without any obligation on account of such termination, except as set forth in
the following sentence.  Upon any such termination, the cash and
shares, if any, held in the accounts of each participant to whom the termination
applies shall forthwith be distributed to the participant or to the
participant’s order, provided that if prior to such termination, the Board and
shareholders of the Company shall have adopted and approved a substantially
similar plan, the Board may in its discretion determine that the accounts of
each participant under this Plan to whom the termination applies shall be
carried forward and continued as the accounts of such participant under such
other plan, subject to the right of any participant to request distribution of
the cash and shares, if any, held for his or her accounts.