Exhibit 10.12
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made this 6th day of September 2000, between NIKE, Inc.,
(hereinafter "Nike"), and Mindy Grossman (hereinafter "Executive").
In consideration of the mutual covenants and promises contained herein,
Nike and Executive agree as follows:
1. EMPLOYMENT.
A. Position. Executive is hereby employed by Nike to serve as its
Vice President, Apparel. This position will be designated as a Corporate Officer
subject to approval within 30 days of the parties' execution of this Agreement
by the Nike Board of Directors (the "Board"). The position will report to Phil
Knight, CEO of Nike, or his successor, with respect to the functions related to
global apparel, and to Charlie Denson, or his successor, Vice President and
General Manager, Nike USA, with respect to functions related to US Region
apparel. In the event the Board fails to grant such approval, at Executive's
option, the Agreement is terminated and Executive will receive and otherwise not
forfeit (a) the sign-on bonus then received under Paragraph 3(D); and (b) any
stock granted and vested under the initial stock grant received under Paragraph
4(D). This amount shall be deemed full and final severance pay for all services
provided to Nike by Executive and shall be Executive's sole and exclusive remedy
for termination of this Agreement.
B. Best Efforts. Executive agrees to faithfully perform her duties as
Vice President, Apparel, to the best of her ability, experience and talent, and
to the reasonable satisfaction of Nike.
C. Place of Performance. Executive shall carry out her
responsibilities at an office location in Manhattan, New York City, New York.
The office, furnishings, equipment and one "full time equivalent" ("FTE")
support personnel shall be provided by Nike, and commensurate with Executive's
senior executive status. In recognition of the fact that Executive's principal
residence is located in New York City, New York, Executive shall not be required
to relocate from the New York Metropolitan area during the term of this
Agreement, except as may be mutually agreed upon by Nike and Executive. In the
event Executive agrees to relocate to the Portland Metropolitan area, Nike will
pay reasonable relocation expenses in accordance with applicable Nike policy.
2. TERM OF EMPLOYMENT. The term of this Agreement shall commence in
September 2000 on a date to be determined and shall terminate on the third
anniversary of such date, subject to prior termination as hereinafter provided
in Paragraph 9.
3. COMPENSATION. During the period of time Executive is employed by Nike
under this Agreement, Executive shall be compensated as follows:
A. Base Salary. Executive's initial base salary shall be at the rate
of Six Hundred Thousand Dollars ($600,000) per annum. Upon the first anniversary
of the Agreement, Executive's base salary shall be increased to no less than Six
Hundred Fifty Thousand Dollars ($650,000) per annum. Upon the second anniversary
of the Agreement, Executive's base salary shall be increased to no less than
Seven Hundred Fifty Thousand Dollars ($750,000) per annum.
B. Performance Sharing Bonus. Executive will be eligible to
participate in Nike's incentive bonus Performance Sharing Plan (PSP): As an
executive-level employee, Executive will have an incentive bonus target of sixty
percent (60%) of Executive's base pay received during the proceeding fiscal
year, except that the incentive bonus target for the fiscal year ending May 31,
2001 will be $360,000, provided that Executive commences employment by March 1,
2001. Executive's individual incentive bonus may be higher or lower than the
target amount depending upon company and individual performance and future
changes to the plan.
C. Long-Term Incentive Award. In addition, Executive will be eligible
for a Long-Term Incentive award in accordance with the terms of the NIKE, Inc.
Long-Term Incentive Plan (LTIP) attached as Exhibit A and by this reference made
a part of this Agreement. Executive's target award under the LTIP is Two Hundred
Thousand Dollars ($200,000) per plan year. LTIP awards are to be paid out in
shares of NIKE, Inc. Class B Common Stock (Restricted Shares), subject to the
restrictions set forth in the plan and Restricted Stock Bonus Agreement to be
signed by Executive. All of the Restricted Shares awarded under the LTIP shall
be initially unvested and shall vest on the third anniversary of the grant date.
D. Sign-On Bonus. Executive shall receive a one-time "signing" bonus
upon execution of this Agreement in the amount of Two Hundred Fifty Thousand
Dollars ($250,000), less withholdings. In addition, Executive shall be eligible
for a bonus of One Hundred Fifty Thousand Dollars ($150,000), less withholdings,
payable within fourteen calendar days of the first anniversary of the Agreement,
dependent upon Executive meeting the apparel business goals mutually agreed upon
by Executive and the Vice President and General Manager, USA Region, and set
forth in Schedule A, attached.
4. STOCK OPTIONS. Subject to the terms of the NIKE, Inc. 1990 Stock
Incentive Plan, as amended from time to time:
A. Initial Stock Option Grant. Upon initial employment, and subject
to executing a Stock Option Agreement in the form attached hereto as Exhibit C,
Executive will be granted the option to purchase One Hundred Thousand (100,000)
shares of NIKE, Inc. Class B Common Stock at the market price of such shares at
the close of trading on the date the options are granted. The options shall be
granted on or about the first day after Executive begins employment. The right
to purchase shares granted in the initial stock option grant shall accrue with
respect to one-third (33 1/3%) of the shares on each of the three succeeding
anniversaries of the grant date.
B. Annual Stock Option Grants. During the term of this Agreement,
Executive annually will be eligible for at least Thirty Thousand (30,000)
additional shares of NIKE, Inc. Class B Common Stock at the market price of such
shares at the close of trading on the date the options are granted. These
options are typically granted in July of each year. To be eligible for the
annual grant of stock options, Executive must be employed by Nike as of the
close of the Fiscal Year (May 31st). The right to purchase shares with respect
to annual stock option grants shall accrue with respect to one-fourth (25%) of
the shares on each of the four succeeding anniversaries of the grant date.
C. Restricted Stock Grant. In addition, subject to executing a
Restricted Stock Bonus Agreement in the form attached hereto as Exhibit B and by
this reference made a part of this Agreement, Executive shall be granted such
number of shares of NIKE, Inc. Class B Common Stock (Restricted Shares) as are
sufficient to equal a market price of Six Hundred Sixty Seven Thousand Dollars
($667,000) at the close of trading on the date of this Agreement. Such
Restricted Shares are subject to the restrictions set forth in the attached
Restricted Stock Bonus Agreement. All of the Restricted Shares shall be
initially unvested, and shall vest with respect to one-half (50%) of the total
Restricted Shares on each of the two succeeding anniversaries of the grant date.
D. Initial Stock Grant. In addition, upon execution of this
Agreement, Executive shall be granted such number of shares of NIKE, Inc. Class
B Common Stock as are sufficient to equal a market price of Three Hundred Thirty
Three Thousand Dollars ($333,000) at the close of trading on the date of this
Agreement. All of the shares granted pursuant to this section shall be fully
vested at the time of grant.
5. TRAVEL AND EXPENSES.
A. Car/Apartment Expenses. During the first year of this Agreement,
Nike shall reimburse Executive up to Fifty Thousand Dollars ($50,000) of the
costs related to the operation of a car, including garage parking, gasoline,
automobile insurance, automobile leasing, maintenance and repairs, and the costs
related to the lease of an apartment, including real estate broker fees,
apartment security fees, home insurance, home maintenance and repairs, and home
cleaning service fees.
B. New York-Portland Travel Expenses. During the term of this
Agreement, Executive will be required by Nike to travel between New York City
and Portland, Oregon, on a reasonable basis and according to a schedule
mutually acceptable to the parties. Nike shall reimburse Executive for all
reasonable travel expenses incurred by Executive for travel between New York
City and Portland, Oregon, by Executive and her immediate family. Executive and
her immediate family shall be entitled to business class or first class travel
commensurate with Executive's position as a senior executive employee of Nike.
C. Other Business Travel and Entertainment Expenses. During the term
of this Agreement, Nike shall reimburse Executive for all reasonable expenses
incurred by Executive in connection with the performance of her duties to Nike
in accordance with applicable Nike policy.
6. BENEFITS. As a senior executive of Nike, Executive shall be entitled
to participate in Nike's 401(k) plan, medical, dental, life and disability
insurance plans, deferred compensation plan and such other benefit plans and
packages that now are or may hereafter become available to senior executive
employees of Nike in accordance with terms of those respective plans.
7. CONFIDENTIALITY AND COVENANT NOT TO COMPETE. As a condition of Nike's
offer of employment, Executive has executed a separate "Covenant Not to Compete
and Non-Disclosure Agreement" attached as Exhibit D and by this reference made a
part of this Agreement. It is understood that this Covenant Not to Compete and
Non-Disclosure Agreement shall be independent of, and survive the termination
of, this Agreement.
8. NON-COMPETITION RESTRICTIONS.
A. Enforcement of Restrictions. In the event Executive's previous
employer attempts to or is successful in enforcing any non-compete restrictions
after the execution of this Agreement, Executive will use her best efforts to
secure her release from any such restrictions. Nike agrees to pay any reasonable
attorney's fees incurred by Executive in seeking to defend against, challenge or
limit the effect of the enforcement of any such restrictions. If the
restrictions are enforced such that Executive is unable to commence or continue
her duties as set forth in Paragraph 1, Nike agrees to compensate Executive for
up to twelve (12) months in the total amount of $750,000, in twelve equal
installments, plus an amount equivalent to the cost of benefits received from
her previous employer.
B. Termination Upon March 1, 2001. If the restrictions are enforced
such that Executive is unable to commence or resume her duties by March 1, 2001,
the Agreement is terminated upon that date and Executive will receive and
otherwise not forfeit (a) the sign-on bonus then received under Paragraph 3(D);
(b) any stock granted and vested under the initial stock grant received under
Paragraph 4(D); and (c) the remaining installments of the $750,000 amount
payable under Paragraph 8(A) above. This amount shall be deemed full and final
severance pay for all services provided to Nike by Executive and shall be
Executive's sole and exclusive remedy for termination of this Agreement.
C. Mitigation. In the event Executive becomes eligible for payments
under Paragraph 8(A), Executive shall not have a duty prior to March 1, 2001 to
mitigate or to seek employment elsewhere as a condition to receiving such
payments. Such payments shall in no event be reduced prior to March 1, 2001 by
any income earned by Executive from employment or self-employment. After March
1, 2001, Executive shall use her best efforts to obtain employment in a position
consistent with Executive's obligations under Paragraph 7. Any interim earnings
from such employment by Executive from March 1, 2001 forward will be offset from
Nike's obligation to pay compensation under Paragraphs 8(A) and 8(B).
9. TERMINATION.
A. For Cause: Nike may terminate Executive's employment for cause at
any time after delivering written notice to Executive. For purposes of this
Employment Agreement, cause shall include (i) Executive's substantial continual
and repeated neglect of material duties specified hereunder or hereafter
conveyed to Executive and consistent with her position and senior executive
status, which is not cured following thirty days after receipt of written notice
from Nike specifying such neglect and demanding a cure thereof; (ii) acts of
material dishonesty; (iii) Executive's conviction for, or plea of nolo
contendere to, a felony crime; or (iv) Executive's material violation of any
material term or condition of this Agreement, which is not cured following
thirty days after receipt of written notice from Nike specifying such breach and
demanding a cure thereof. Nike may not terminate Executive for cause without the
approval of a quorum of the Personnel
Committee of the Board and written notice of same to Executive. Executive's
failure to perform her duties and obligations under this Agreement because of
incapacity due to illness or accident will not be considered a cause to
terminate Executive. Upon termination for cause, the obligations of Nike to
Executive hereunder shall cease and Executive shall not be entitled to any
severance payments, except that the parties agree that Executive will receive
and otherwise not forfeit (a) any base salary paid, accrued or owing under
Paragraph 3(A); (b) any sign-on bonus then received under Paragraph 3(D); (c)
any stock options granted and vested under the Long Term Incentive Award
pursuant to Paragraph 3(C); and (d) any stock granted and vested under the stock
or stock option grants pursuant to Paragraph 4. Any payments or stock options to
which Executive is entitled under this paragraph shall be payable or transferred
to Executive within fourteen calendar days of the termination For Cause. This
amount shall be deemed full and final severance pay for all services provided to
Nike by Executive and shall be Executive's sole and exclusive remedy for
termination of this Agreement.
B. Without Cause: Nike may terminate Executive's employment Without
Cause upon written notice to Executive. If, however, Executive is terminated
Without Cause prior to conclusion of the term of this Agreement, Nike shall
proffer, within three calendar days of the termination, an appropriate release
document. Upon execution of the appropriate release document by Executive, Nike
shall pay Executive as severance pay within 30 days of the written notice of
termination (i) a lump sum equal to Executive's base salary for the fiscal year
in which Executive was terminated; (ii) in lieu of PSP, an additional payment of
sixty percent (60%) of Executive's base salary earned during the fiscal year to
date; and (iii) any unvested Restrictive Shares of NIKE, Inc. Class B Common
Stock pursuant to Paragraph 4(C) and unvested Stock Options pursuant to
Paragraph 4(A) shall immediately vest. These amounts shall be deemed full and
final severance pay for all services provided to Nike by Executive and shall be
Executive's sole and exclusive remedy for termination of this Agreement, except
that the parties expressly agree that Executive will receive and otherwise not
forfeit (a) any base salary paid, accrued or owing under Paragraph 3(A); (b) any
stock options granted and vested under the Long Term Incentive Award pursuant to
Paragraph 3(C); (c) any sign-on bonus amount received under Paragraph 3(D); and
(d) any stock options granted and vested under the stock option grants pursuant
to Paragraph 4. Any payments of stock or stock options to which Executive is
entitled under this paragraph shall be payable or transferred to Executive
within fourteen calendar days of the Executive's execution of the release
document.
C. For Good Reason. Executive may terminate her employment For Good
Reason at any time upon written notice to Nike. Executive shall have Good Reason
to terminate her employment only: (i) in the event of a material breach of this
Agreement by Nike; (ii) upon a material change in the title, functions and
reporting relationships of her position as described in Paragraph 1; (iii) upon
a "Change in Control" in the ownership or management of Nike, as that term is
defined in Paragraph 10; and (iv) if Executive is required, without her consent,
to move her office from the New York City Metropolitan area to any other
location. In the event Executive terminates her employment For Good Reason, Nike
shall pay Executive as if she were terminated Without Cause pursuant to
Paragraph 9(B).
D. Without Good Reason. Executive may terminate her employment
Without Good Reason at any time upon written notice to Nike. In the event
Executive terminates her employment Without Good Reason, Nike shall pay
Executive as if she were terminated For Cause pursuant to Paragraph 9(A).
E. Death. In the event of the Executive's death during the term of
this Agreement, this Agreement shall terminate automatically, except that Nike
will pay Executive's estate as if she were terminated For Cause on the date of
her death.
F. Disability. Upon a written, medically sufficient determination by
Nike's long-term disability provider that Executive is eligible to receive
benefits under Nike's long-term disability policy for senior executives, Nike
may terminate Executive, except that Nike will pay Executive as if she were
terminated Without Cause.
10. CHANGE IN CONTROL. For purposes of this Agreement, a Change in
Control shall mean the occurrence of any of the following events:
A. Any person (as defined in Sections 3(a)(9) and 13(d)(3) of the
Securities and Exchange Act of 1934 (the "Exchange Act") acquires directly or
indirectly the beneficial ownership (within the meaning of rule 13d-3
promulgated pursuant to the Exchange Act) of any voting security of Nike and
immediately after such
acquisition such person is, directly or indirectly, the beneficial owner of
voting securities representing 50% or more of the total votes of all of the then
outstanding voting securities of Nike;
B. The individuals (A) who constitute the Board as of the date of
this Agreement (the "Original Directors") or (B) who thereafter are elected to
the Board and whose election, or nomination for election, to the Board was
approved by a vote of the Original Directors then still in office (such
directors becoming "Additional Original Directors" immediately following their
election) or (C) who are elected to the Board and whose election, or nomination
for election, to the Board was approved by a vote of the Original Directors and
Additional Original Directors then still in office (such directors also becoming
"Additional Original Directors" immediately following their election), cease for
any reason to constitute a majority of the members of the Board; or
C. The shareholders of Nike approve a plan of complete liquidation
of either the company or an agreement for the sale or disposition of either the
company or all or substantially all of Nike assets.
11. INDEMNIFICATION. Upon commencement of employment, Executive shall
execute an Indemnity Agreement in the form attached hereto as Exhibit E.
12. GENERAL PROVISIONS.
A. Entire Agreement. This Agreement, together with the exhibits and
schedule attached hereto, constitutes the entire understanding between Executive
and Nike and supersedes all prior agreements or discussions between the parties.
No amendment or modification of this Agreement shall be valid unless it is in
writing referring to this Agreement and signed by both parties.
B. Severability. If any provision of this Agreement shall be held
invalid or unenforceable by a court of competent jurisdiction, the invalid
provision(s) shall not affect any other provision of this Agreement.
C. Assignability. This Employment Agreement is not assignable by
either party without the written consent of the other.
D. Waiver. The waiver by either party of a breach of any provision
of this Agreement shall not operate as, or be construed as, a waiver of any
subsequent breach.
E. Waiver of Right to Jury Trial. In order to facilitate the prompt
and cost effective resolution of disputes, as a condition to entering into this
Agreement, Executive and Nike hereby waive and relinquish any right to a jury
trial they may now or hereinafter have in any dispute arising out of or relating
to this Agreement.
F. Governing Law/Jurisdiction. This Agreement shall be governed by
the laws of the State of Oregon without regard to choice of law provisions. The
parties consent that jurisdiction over and venue for any legal proceeding
arising out of the interpretation or enforcement of this Agreement shall be in a
state court located in Washington County, Oregon.
IN WITNESS WHEREOF, the parties hereby execute this Agreement to be effective
the day and year first written above.
EXECUTIVE NIKE, Inc.
/s/ Mindy Grossman /s/ Jeffrey M. Cava
- ---------------------------------- ----------------------------------
Mindy Grossman By: Jeff Cava
Its: Vice President, Global Human
Resources
COVENANT NOT TO COMPETE
AND NON-DISCLOSURE AGREEMENT
PARTIES:
Mindy Grossman (EMPLOYEE) and NIKE, Inc., and its divisions,
subsidiaries and affiliates. (NIKE):
RECITALS:
A. This Covenant Not to Compete and Non-Disclosure Agreement is executed
upon initial employment or upon the EMPLOYEE's advancement with NIKE and is a
condition of such employment or advancement.
B. Over the course of EMPLOYEE's employment with NIKE, EMPLOYEE will be
or has been exposed to and/or is in a position to develop confidential
information peculiar to NIKE's business and not generally known to the public as
defined below ("Protected Information"). It is anticipated that EMPLOYEE will
continue to be exposed to Protected Information of greater sensitivity as
EMPLOYEE advances in the company.
C. The nature of NIKE's business is highly competitive and disclosure of
any Protected Information would result in severe damage to NIKE and be difficult
to measure.
D. NIKE makes use of its Protective Information throughout the world.
Protective Information of NIKE can be used to NIKE's detriment anywhere in the
world.
AGREEMENT:
In consideration of the foregoing, and the terms and conditions set forth below,
the parties agree as follows:
1. COVENANT NOT TO COMPETE.
(a) COMPETITION RESTRICTION. During EMPLOYEE's employment by NIKE,
under the terms of any employment contract or otherwise, and for one year
thereafter, (the "Restriction Period"), EMPLOYEE will not directly or
indirectly, own, manage, control, or participate in the ownership, management or
control of, or be employed by, consult for, or be connected in any manner with,
any business engaged anywhere in the world in the athletic footwear, athletic
apparel or sports equipment and accessories business, or any other business
which directly competes with NIKE or any of its parent, subsidiaries or
affiliated corporations ("Competitor"). BY WAY OF ILLUSTRATION ONLY, examples of
NIKE competitors include, but are not limited to: Adidas, FILA, Reebok, Puma,
Champion, Oakley, DKNY, Converse, Asics, Saucony, New Balance, B.U.M, FUBU, The
Gap, Tommy Hilfiger, Umbro, Northface,
Venator (Footlockers), Sports Authority, Columbia Sportswear, Wilson, Mizuno,
Callaway Golf and Titleist. This provision is subject to NIKE's option to waive
all or any portion of the Restriction Period as more specifically provided
below.
(b) EXTENSION OF TIME. In the event EMPLOYEE breaches this covenant
not to compete, the Restriction Period shall automatically toll from the date of
the first breach, and all subsequent breaches, until the resolution of the
breach through private settlement, judicial or other action, including all
appeals. The Restriction Period shall continue upon the effective date of any
such settlement judicial or other resolution. NIKE shall not be obligated to pay
EMPLOYEE the additional compensation described in paragraph 1(d) below during
any period of time in which this Agreement is tolled due to EMPLOYEE's breach.
In the event EMPLOYEE receives such additional compensation pursuant to
paragraph 1(d) below after any such breach, EMPLOYEE must immediately reimburse
NIKE in the amount of all such compensation upon the receipt of a written
request by NIKE.
(c) WAIVER OF NON-COMPETE. NIKE has the option, in its sole
discretion, to elect to waive all or a portion of the Restriction Period or to
limit the definition of Competitor, by giving EMPLOYEE seven (7) days prior
notice of such election. In the event all or a portion of the Restriction Period
is waived, NIKE shall not be obligated to pay EMPLOYEE for any period of time as
to which the covenant not to compete has been waived.
(d) ADDITIONAL CONSIDERATION. As additional consideration for the
covenant not to compete described above, if after termination of EMPLOYEE's
employment for any reason, NIKE elects to enforce the non-competition agreement,
NIKE shall pay EMPLOYEE a monthly payment equal to one hundred percent (100%) of
EMPLOYEE's last monthly base salary while the Restriction Period is in effect.
The first payment to EMPLOYEE of additional consideration shall follow on the
next applicable pay period after the election to enforce the non-competition
agreement, payable in accordance with NIKE's payroll practices.
2. SUBSEQUENT EMPLOYER. EMPLOYEE agrees to notify NIKE at the time of
separation of employment of the name of EMPLOYEE's new employer, if known.
EMPLOYEE further agrees to disclose to NIKE the name of any subsequent employer
during the Restriction Period, wherever located and regardless of whether such
employer is a competitor of NIKE.
3. NON-DISCLOSURE AGREEMENT.
(a) PROTECTABLE INFORMATION DEFINED. "Protected Information" shall
mean all proprietary information, in whatever form and format, of NIKE and all
information provided to NIKE by third parties which NIKE is obligated to keep
confidential. EMPLOYEE agrees that any and all information to which EMPLOYEE has
access concerning NIKE projects and internal NIKE information is Protected
Information, whether in verbal form, machine-readable form, written or other
tangible form, and whether designated as confidential or unmarked. Without
limiting
the foregoing, Protected Information includes information relating to NIKE's
research and development activities, its intellectual property and the filing or
pendency of patent applications, confidential techniques, methods, styles,
designs, design concepts and ideas, customer and vendor lists, contract factory
lists, pricing information, manufacturing plans, business and marketing plans,
sales information, methods of operation, manufacturing processes and methods,
products, and personnel information.
(b) Excluded Information. Notwithstanding paragraph 3(a), Protected
Information excludes any information that is or becomes part of the public
domain through no act or failure to act on the part of EMPLOYEE. Specifically,
employees shall be permitted to retain as part of their personal portfolio
copies of the employees' original artwork and designs, provided the artwork or
designs have become part of the public domain. In any dispute between the
parties with respect to this exclusion, the burden of proof will be on EMPLOYEE
and such proof will be by clear and convincing evidence.
(c) Employee's Obligations. During the period of employment by NIKE
and for a period of two (2) years thereafter, EMPLOYEE will hold in confidence
and protect all Protected Information and will not, at any time, directly or
indirectly, use any Protected Information for any purpose outside the scope of
EMPLOYEE's employment with NIKE or disclose any Protected Information to any
third person or organization without the prior written consent of NIKE.
Specifically, but not by way of limitation, EMPLOYEE will not ever copy,
transmit, reproduce, summarize, quote, publish or make any commercial or other
use whatsoever of any Protected Information without the prior written consent of
NIKE. EMPLOYEE will also take reasonable security precautions and such other
actions as may be necessary to insure that there is no use or disclosure,
intentional or inadvertent, of Protected Information in violation of this
Agreement.
4. RETURN OF PROTECTED INFORMATION. At the request of NIKE at anytime,
and in any event, upon termination of employment, EMPLOYEE shall immediately
return to NIKE all confidential documents, including tapes, notebooks, drawings,
computer disks and other similar repositories of or containing Protected
Information, and all copies thereof, then in EMPLOYEE's possession or under
EMPLOYEE's control.
5. UNAUTHORIZED USE. During the period of employment with NIKE and
thereafter, EMPLOYEE will notify NIKE immediately if EMPLOYEE becomes aware of
the unauthorized possession, use or knowledge of any Protected Information by
any person employed or not employed by NIKE at the time of such possession, use
or knowledge. EMPLOYEE will cooperate with NIKE in the investigation of any such
incident and will cooperate with NIKE in any litigation with third parties
deemed necessary by NIKE to protect the Protected Information. NIKE shall
provide reasonable reimbursement to EMPLOYEE for each hour so engaged and that
amount shall not be diminished by operation of any payment under Paragraph 1(d)
of this Agreement.
6. NON-RECRUITMENT. During the term of this Agreement and for a period
of one (1) year thereafter, EMPLOYEE will not directly or indirectly , solicit,
divert or hire away (or attempt to solicit, divert or hire away) to or for
himself or any other company or business organization, any NIKE employee,
whether or not such employee is a full-time employee or temporary employee and
whether or not such employment is pursuant to a written agreement or is at will.
7. ACCOUNTING OF PROFITS. EMPLOYEE agrees that, if EMPLOYEE should
violate any term of this Agreement, NIKE shall be entitled to an accounting and
repayment of all profits, compensation, commissions, remuneration or benefits
which EMPLOYEE directly or indirectly has realized and/or may realize as a
result of or in connection with any such violation (including the return of any
additional consideration paid by NIKE pursuant to Paragraph 1(d) above). Such
remedy shall be in addition to and not in limitation of any injunctive relief or
other rights or remedies to which NIKE may be entitled at law or in equity.
8. GENERAL PROVISIONS.
(a) SURVIVAL. This Agreement shall continue in effect after the
termination of EMPLOYEE's employment, regardless of the reason for termination.
(b) WAIVER. No waiver, amendment, modification or cancellation of any
term or condition of this Agreement will be effective unless executed in writing
by both parties. No written waiver will excuse the performance of any act other
than the act or acts specifically referred to therein..
(c) SEVERABILITY. Each provision herein will be treated as a separate
and independent clause and unenforceability of any one clause will in no way
impact the enforceability of any other clause. Should any of the provisions in
this Agreement be found to be unreasonable or invalid by a court of competent
jurisdiction, such provision will be enforceable to the maximum extent
enforceable by the law of that jurisdiction.
(d) APPLICABLE LAW/JURISDICTION. This Agreement, and EMPLOYEE's
employment hereunder, shall be construed according to the laws of the State of
Oregon. EMPLOYEE further hereby submits to the jurisdiction of, and agrees that
exclusive jurisdiction over and venue for any action or proceeding arising out
of or relating to this Agreement shall lie in the state and federal courts
located in Oregon.
EMPLOYEE NIKE, Inc.
/s/ Mindy Grossman By /s/ Lindsay D. Stewart
-------------------- -------------------------
Name: Lindsay D. Stewart
DATE 9-7-00 Title: Vice President
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