July 5, 2007
Mr. David Ayre
9 Golf Court
Ridgefield, Conn. 06877
Dear David:
This letter is to re-confirm Nike's offer to employ you as its Vice
President of Global Human Resources, with responsibility for Talent
Management, Compensation, and Performance Management and Rewards. We
feel your experience and talents will be of great value to NIKE. As
now decided, your employment will commence on Monday, July 16, 2007.
We are offering you an annualized salary of $625,000 which will be paid
on a bi-weekly basis.
We are also offering you a sign-on bonus of $750,000 which will be
issued with your first paycheck. Bonus payments are subject to the
appropriate withholdings and deductions.
As a Nike employee, you will participate in the Performance Sharing
Plan (PSP). PSP is a bonus program based upon a percentage of your
eligible paid fiscal year earnings (June 1 - May 31), and is
distributed in August of each year if we achieve our Pre-Tax Income
goals for the year. The target PSP percentage for this position is
70%. This incentive bonus will vary based upon company performance.
If extraordinary performance is achieved, you can earn up to 150% of
your target award.
Subject to approval by the Nike, Inc. Compensation Committee of the
Board of Directors, and to the terms of Nike's 1990 Stock Incentive
Plan, as it may be amended from time to time, Nike will grant you an
initial "sign-on" option to purchase 50,000 shares of Nike, Inc. Class
B Common Stock with an exercise price equal to the closing market price
on the date of grant. The option will vest 25 percent per year, and
have a ten year term. The effective date of the grant will coincide
with the first Compensation Committee meeting following commencement of
your employment, now scheduled for July 20, 2007.
Subject to approval by the Nike, Inc. Compensation Committee and to the
terms of Nike's 1990 Stock Incentive Plan, as it may be amended from
time to time, Nike will also grant you $1,000,000 worth of Nike, Inc.
Class B Common Stock, which shall be "restricted." These restricted
shares will vest at the rate of one-third per year over the three years
following the date of grant. Under normal circumstances the
restrictions on these shares will lapse ratably over three years;
however, in the event Nike terminates your employment without cause
within the first three years of employment, the restrictions will lapse
and any unvested shares will vest upon termination. The effective date
of the grant will coincide with the first Compensation Committee
meeting following commencement of your employment, now scheduled for
July 20, 2007.
On the first company-wide general stock and stock option grant date
following commencement of your employment, which as noted above will
coincide with the July 20, 2007 meeting of the Compensation Committee,
Nike will grant you an option to purchase 33,000 shares of Nike, Inc.
Class B Common Stock with an exercise price equal to the closing price
on the date of grant. The number of shares and terms of the annual
award will in the future be subject to your individual performance,
approval by the Nike, Inc. Compensation Committee, and the terms of the
Nike, Inc. 1990 Stock Incentive Plan, as it may be amended from time to
time.
Also on July 20, 2007, Nike shall grant you $500,000 worth of Nike,
Inc. Class B Common Stock, which shall be "restricted." These
restricted shares shall be in addition to the "sign-on" restricted
shares referenced above and in this case vest at the rate of one-half
per year over the two years following the date of grant.
You will be eligible to participate in Nike's Long Term Incentive Plan
(LTIP). The LTIP is designed to reward you based on Nike's Revenue and
Earnings Per Share performance over a three-year period. The plan
could pay out more or less than target depending on Nike's performance.
If extraordinary performance is achieved, you can earn up to 150% of
your target award. Plan awards are made in cash at the end of the
three-year performance period.
As a Vice President, your target award will be $300,000. Since you are
joining Nike mid-way in some Plan years, your target award would
normally be pro-rated for Fiscal Years '08 and '09. However, you
will be paid an additional cash bonus each year beginning with the FY08
plan as if you had been a full participant in each of the three years
of the plan (see chart below).
3-Year Performance Normal Target Award Target Award after
Period Award if Start July Special Make-up Bonus
FY08 LTIP FY06, FY07, FY08 $100,000 $300,000
FY09 LTIP FY07, FY08, FY09 $200,000 $300,000
FY10 LTIP FY08, FY09, FY10 $300,000 $300,000
(no pro-ration)
You will be eligible for corporate benefits starting the first day of
the month following 30 days of employment. Amongst the large suite of
corporate benefits offered, included is Nike's 401(K) and Profit
Sharing Plan. Provided you enroll in the plan, Nike will match 100% of
the first 5% of your before tax contributions up to the IRS dollar
limit. You are 100% vested in the 401(K) plan at all times.
In addition, Nike makes contributions to your profit sharing account.
The amount varies each year and is based on Nike's annual financial
performance results. You must be employed on June 1 and May 31 of the
plan year and you must complete 1,000 or more hours of service to be
eligible for a contribution. You become vested in your Profit Sharing
Account based on years of service and are fully vested after five
years.
Deferred Compensation Plan (DCP)
________________________________
You are eligible to contribute to the DCP. This non-qualified plan
offers several investment options and provides the advantage of tax
deferring a percentage of your salary as well as your PSP bonus and
long-term incentive payments.
Each year Nike will deposit to your DCP account an amount equal to
profit sharing plan contributions forgone as a result of IRS dollar
limits related to qualified benefit plans; and, in addition, Nike will
make an annual "special" contribution of $100,000 to your DCP account.
This special company contribution will vest in the same proportion and
over the same time period as vesting under the above referenced profit
sharing plan and will be made in August of each year beginning in
August 2007.
As a Vice President, you are defined as a "key employee" under the DCP
subject to special plan provisions. Under these provisions, you will
not be able to receive a distribution until six months from the date of
separation from service. This six-month delay does not apply to
distributions on account of death, disability, or unforeseeable
financial hardship or to scheduled withdrawals. Further details on
this plan will be provided to you.
Executive Financial Services Program
____________________________________
You will be eligible to receive 50% reimbursement up to $5,000 per
calendar year for fees charged by financial service providers for time
spent giving advice and assistance in the following areas:
- Tax Planning and Tax Return Preparation
- Investment Planning
- Cash Flow Planning
- Retirement Planning
- Estate Planning
- Insurance Planning/Risk Management
Executive Travel
________________
You have the option of electing to travel first class.
Parking Space
_____________
You will also receive a reserved parking space.
Blackout and Pre-Clearance Policy
You are covered under the Nike, Inc. Blackout and Pre-Clearance Policy
(see attached for details). This policy is in addition to and
supplements the Nike, Inc. Insider Trading Policy. In the course of
your job at Nike, you may become aware of information about the Company
or another company that we do business with which is not available to
the public. The use of this information to trade in the stock of Nike
or another company is against Nike policy. It is also illegal. The type
of information covered by these standards includes any information that
might influence an investor to buy or sell Nike stock or the stock of
another company with which Nike may be doing or considering doing
business. If you need additional information, please contact John
Coburn, Legal Department, at (503) 671-3167.
Your relocation benefits include the following:
- Van line service - full pack
- Lump sum payment of $1,000.00 (net)
- Up to 90 days temporary living accommodations
- Transportation of up to two autos
- Up to 90 days temporary storage
- Rental car up to 30 days if needed
- 1 house/apartment hunting trip
- Final trip transportation for you and your family
- Guaranteed Home Sale Program
In the event of a voluntary termination of employment with NIKE for any
reason, all continuing relocation benefits and reimbursements will
cease as of the date of termination. In addition, if the date of
termination is within one year of the effective date of your hire date,
you will be required to repay a pro-rated portion of the relocation
cost as established by Human Resources. Your acceptance of this offer
is also an acceptance of this repayment obligation.
This offer, and your acceptance thereof, is contingent upon your
acceptance of the Covenant Not to Compete and Non-Disclosure Agreement
(enclosed). You must return a signed copy before the effective date of
your new position. This letter constitutes your offer with Nike and
supersedes all prior oral and written communications. As a part of our
agreement, you acknowledge that your employment at Nike is "at will".
This means that you may resign from Nike or Nike may end the employment
relationship at any time, with or without cause, and with or without
notice.
David, we feel that you have a great deal to contribute to the team and
we hope that you will continue to find opportunity, challenge, and
satisfaction as part of the team. If you have any questions, please
feel free to contact me or Lindsay Stewart at (503) 671-2629.
Regards,
Mark Parker
President/CEO
Nike, Inc.
cc: Lindsay Stewart
Marc Bohn