-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I29aIEFQjVXLBeUcutfK9+7n/K89AdTLO6sVG56/28bWP2c4FoJq3oVrzCuWqsSv lJCc+3rklkLisMfiGJqDHg== 0000320187-06-000147.txt : 20060921 0000320187-06-000147.hdr.sgml : 20060921 20060920185822 ACCESSION NUMBER: 0000320187-06-000147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060920 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060921 DATE AS OF CHANGE: 20060920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIKE INC CENTRAL INDEX KEY: 0000320187 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 930584541 STATE OF INCORPORATION: OR FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10635 FILM NUMBER: 061100930 BUSINESS ADDRESS: STREET 1: ONE BOWERMAN DR CITY: BEAVERTON STATE: OR ZIP: 97005-6453 BUSINESS PHONE: 5036713173 MAIL ADDRESS: STREET 1: ONE BOWERMAN DR CITY: BEAVERTON STATE: OR ZIP: 97005-6453 8-K 1 f8k0609ah.txt FORM 8-K - HELFANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2006 NIKE, INC. (Exact Name of Registrant as Specified in Charter) Oregon 1-10635 93-0584541 ____________ ____________ ____________ (State of (Commission (I.R.S.Employer Incorporation) File Number) Identification No.) One Bowerman Drive Beaverton, Oregon 97005-6453 (Address of Principal Executive Offices) __________________________ (503) 671-6453 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ___________________________ Item 1.01 Entry into a Material Definitive Agreement. On September 17, 2006, the Board of Directors of NIKE, Inc. (the "Company") entered into an Employment Agreement between the Company and Adam S. Helfant, its Vice President, Global Sports Marketing. Mr. Helfant and the Company had also previously entered into a Covenant Not to Compete and Non-Disclosure Agreement on June 29, 1999. The following descriptions of Mr. Helfant's Employment Agreement and Covenant Not to Compete and Non-Disclosure Agreement briefly summarize the material terms and conditions and are qualified in their entirety by reference to the full text of both of the agreements, which are filed as exhibits 10.1 and 10.2 to this current report on Form 8-K. Under the terms of Mr. Helfant's Employment Agreement, Mr. Helfant will receive an annual base salary of $800,000, $900,000, and $1,000,000 effective August 2006, 2007, and 2008 respectively. Mr. Helfant's incentive bonus target under the Company's annual Performance Sharing Plan will be 70% of his annual salary, the payout for which can be higher or lower depending on the Company's financial performance in relation to performance targets set annually by the Compensation Committee of the Board of Directors. Mr. Helfant will also receive (i) an annual award under the Company's Long-Term Incentive Plan with a target of $300,000, the payout for which can be higher or lower depending on the Company's financial performance in relation to three- year performance targets set annually by the Compensation Committee of the Board of Directors, (ii) one annual grant of 12,697 shares of restricted stock as of July 14, 2006 with a value of $1,000,000 based on the closing market price on the prior day, which will vest with respect to one-third of the shares on the first three anniversaries of the date of grant, and (iii) options to purchase 33,000, 50,000 and 50,000 shares of Class B Common Stock in fiscal years 2007, 2008 and 2009, respectively, which will vest with respect to 25% of the shares on the first four anniversaries of the date of grant. If Mr. Helfant's employment is terminated (i) without cause, or (ii) by him for good reason, he will receive continuation of his then current base salary for one year, and a one-time payment equal to 100% of his target incentive bonus for the applicable fiscal year. Mr. Helfant's Covenant Not to Compete and Non-Disclosure Agreement contains a covenant not to compete that extends for one year following the termination of his employment with the Company. The agreement provides that if Mr. Helfant's employment is terminated, the Company will make monthly payments to him during the one-year noncompetition period in an amount equal to 1/12th of his then current annual salary. The Company may waive the covenant not to compete within 14 days of termination. If the covenant is waived, the Company will not be required to make the payments described. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Covenant Not to Compete and Non-Disclosure Agreement, dated June 29, 1999, between NIKE, Inc. and Adam Helfant. 10.2 Employment Agreement, dated September 17, 2006, between NIKE, Inc. and Adam Helfant. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NIKE, Inc. (Registrant) /s/ Donald W. Blair Date: September 21, 2006 By: _______________________________ Donald W. Blair, Chief Financial Officer EX-10 2 exhibit_101ah.txt EXHIBIT 10.1 EXHIBIT 10.1 CONVENANT NOT TO COMPETE ________________________ AND NON-DISCLOSURE AGREEMENT ____________________________ PARTIES: Adam Helfant(EMPLOYEE) and NIKE, Inc., an Oregon corporation, and its parents, divisions, subsidiaries and affiliates. 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 1 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 (regardless of where located) primarily engaged in the athletic footwear, athletic apparel or sports equipment and accessories business ("Competitor"). It is understood and agreed that none of the television networks (e.g. CBS, CBS Sports, Fox, Fox Sports, NBC, NBC Sports, ABC or ABC Sports), professional sports leagues (e.g. NBA, NBA Properties, MLB, MLB Properties, NFL, NFL Properties, NHL or NHL Enterprises) or athletic management or other agencies (e.g. IMG or ISL) shall be considered Competitors for purposes of this Agreement. This provision is subject to NIKE's option to waive 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 though 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 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 but not a portion of the Restriction Period or to limit the definition of Competitor, by giving EMPLOYEE written notice of such election within fourteen (14) days after either party gives notice to the other party of the termination of EMPLOYEE's employment. In the event all of the Restriction Period is waived in accordance with the preceding sentence, NIKE shall not be obligated to pay EMPLOYEE pursuant to paragraph 1(d) below: (d) Additional Consideration. As additional consideration ________________________ for the covenant not to compete described above, NIKE shall pay EMPLOYEE a monthly severance payment equal to one hundred percent (100%) of EMPLOYEE's last monthly base salary while the Restriction Period is in effect (i.e., an aggregate severance amount equal to the product of EMPLOYEE's last monthly base salary and 12, payable in equal installments pursuant to the following sentence). NIKE's obligation to pay the above additional consideration shall not begin until the thirtieth (30th) day after termination of employment, and the first payment to EMPLOYEE shall follow on the next applicable pay period after the thirty (30) days payable in accordance with NIKE's payroll practices. 2. Subsequent Employer. EMPLOYEE agrees that during the ___________________ Restriction Period, EMPLOYEE will disclose to NIKE the name of any subsequent employer, 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. 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 one (1) year 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, during the period of employment by NIKE and for a period of one (1) year thereafter, copy, transmit, reproduce, summarize, quote, publish or make any commercial or other use whatsoever of any Protected Information without prior written consent of NIKE. EMPLOYEE will also take responsible security precautions and such other actions 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 for a period of one (1) year 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 arising out of any such incident and deemed necessary6 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 Restriction Period, EMPLOYEE _______________ will not directly or indirectly, solicit (or attempt to solicit) 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 paragraph 1(a) 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 as a result of or in connection with any such violation (which may include 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 for the periods specified herein, 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 the exclusive jurisdiction over and venue for any action or proceeding arising out of or relating to this Agreement shall lie in a court located in Washington County, Oregon or New York. EMPLOYEE NIKE, Inc. /s/ Adam Helfant /s/ Ian Todd ____________________________ ____________________________ Name: Adam Helfant Ian Todd DATE: 06/25/1999 Title: Vice President Global Sports Marketing EX-10 3 exhibit_102ah.txt EXHIBIT 10.2 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 17th day of September, 2006, between NIKE, Inc. (hereinafter "Nike"), and Adam S. Helfant (hereinafter "Executive"). In consideration of the mutual covenants and promises contained herein, Nike and Executive agree as follows: 1. Employment. __________ A. Executive is hereby employed by Nike in the position of Vice President, Global Sports Marketing. For the term of this Agreement, the position will report to Mark Parker, CEO of Nike, or his successor. In that capacity, Executive will be responsible for the global direction and management of Nike's sports marketing activities, including the sourcing, securing, development and retention of sports assets as part of Nike's overall marketing strategies. B. Executive agrees to faithfully perform his initial duties and those subsequently assigned to him by Nike to the best of his ability, experience and talent, and to perform all the duties assigned to him to the reasonable satisfaction of Nike. 2. Term of Employment. The term of this Agreement shall be for __________________ three (3) years, commencing August 1, 2006 and terminating July 31, 2009, subject to prior termination as hereinafter provided in Paragraph 8. 3. Compensation. During the period of time Executive is ____________ employed by Nike under this Agreement, Executive shall be compensated as follows: A. Base Salary. Effective August 2006, Executive's ___________ initial base salary shall be at the rate of Eight Hundred Thousand Dollars ($800,000) per annum. Effective August 2007, Executive's base salary shall be increased to Nine Hundred Thousand Dollars ($900,000) per annum. Effective August 2008, Executive's base salary shall be increased to One Million Dollars ($1,000,000) per annum. B. Performance Sharing Bonus. Executive will be _________________________ eligible to participate in Nike's incentive bonus Performance Sharing Plan (PSP) in accordance with the terms of the plan as follows: Executive will have an incentive bonus target of seventy percent (70%) of Executive's base pay received during the preceding fiscal year. Executive's individual incentive bonus may be higher (up to one hundred and fifty percent (150%) of target) or lower than the target amount, depending upon company performance in relation to performance targets set annually by the Committee. Provided Executive is employed on July 31, 2009, he will receive his 2009 fiscal year incentive bonus notwithstanding the expiration of this Agreement. C. Long-Term Incentive. Executive will be eligible for a Long-Term Incentive award in accordance with the terms of the Nike Long-Term Incentive Plan (LTIP). Executive's target award under the LTIP is Three Hundred Thousand Dollars $300,000. Executive's Long Term Incentive award may be higher (up to one hundred and fifty percent (150%) of target) or lower than the target amount, depending upon company performance in relation to performance targets set by the Committee. Provided Executive is employed on July 31, 2009, he will receive such Long Term Incentive award that may be due as a result of the completion of fiscal 2009 notwithstanding the expiration of this Agreement. 4. Stock Options. Subject to the terms of the Nike, Inc. 1990 _____________ Stock Incentive Plan, as it may be amended from time to time: Nike agrees to grant Executive Options to purchase shares of Nike, Inc. Class B Common Stock and Restricted Shares. Options are granted annually in or about July of each year, provided Executive is employed on the grant date. Restricted Shares are granted at the discretion of the Committee, historically, for reference only, every three years. Provided Executive remains employed, Options will vest 25 percent per year and the Restricted Shares will vest 33-1/3 percent per year. Options and Restricted Shares have been or will be granted pursuant to this Agreement in accordance with the following schedules: Stock Options Fiscal '07 Fiscal '08 Fiscal '09 Annual Grant (shares) 33,000 50,000 50,000 Restricted Stock ($) Fiscal '07 July 14, 2006 Grant $1,000,000 5. Benefits. 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 Nike Executives in accordance with terms of those respective plans. 6. Confidentiality and Covenant Not to Compete. In 1999, upon ___________________________________________ bona fide advancement, Executive executed a separate "Covenant Not to Compete and Non-Disclosure Agreement" attached as Exhibit A. It is understood that this Covenant Not to Compete and Non-Disclosure Agreement shall be independent of, survive the termination of, and not be deemed modified by, this Agreement. 7. Non-Disparagement. Nike's reputation and goodwill in the _________________ marketplace is of utmost importance and value to Nike. Likewise, Executive's reputation is of paramount importance to Executive. Accordingly, during the term of this Agreement and for a period of one year following termination of this Agreement, neither Nike nor Executive will disparage, defame, denigrate and/or malign the other, or in Nike's case, it's Executives or its products, in any form or manner. Specifically, neither Nike nor Executive shall make any statement verbally or in writing, take any action or do anything to harm, reduce or prejudice the reputation of the other. 8. 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 only mean (i) continued failure to satisfactorily perform any of Executive's material employment duties or duties inherent in Executive's position or title, which failure continues, after written notice given to Executive by Nike with the opportunity to cure such failure within 30 days, (ii) insubordination, (iii) acts of dishonesty, (iv) involvement in illegal activities where such involvement in illegal activities violates Nike policies, places Nike or any of its executives at risk or has or could damage the reputation in the community of Nike or any of its related or subsidiary companies, (v) violation of Nike's anti-harassment or anti- discrimination policy, (vi) in carrying out Executive's duties, Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct and that, in either case, results in material economic harm to Nike or material harm to Nike's reputation; (vii) violation of any material term or condition of this Agreement. Upon termination for cause, the obligations of Nike to Executive hereunder shall cease and Executive shall not be entitled to any severance payments. B. Without Cause: Nike may terminate Executive's _____________ employment without cause. If, however, Executive is terminated without cause prior to conclusion of the term of this Agreement, Nike shall pay or provide to Executive the base salary and benefits which have been earned or become payable through the date of such termination but which have not yet been paid to Executive. In addition, Nike shall continue to pay Executive his then-existing base salary for a period of one year from the effective date of the termination, plus a one time payment at termination equal to one-hundred percent of Executive's target PSP bonus for the applicable fiscal year; provided Executive executes a Release of Claims. 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. If Executive violates the Release of Claims, Nike's obligation to pay salary continuation payments during such period immediately shall cease. C. Executive Terminates: If Executive terminates his ____________________ employment for Good Reason, Executive shall be entitled to severance as if Executive were terminated Without Cause pursuant to Paragraph 8.B. Executive shall have Good Reason to terminate only: (i) in the event of violation of any material term or condition of this Agreement by Nike; and/or (ii) upon a change in reporting structure or a material reduction in the title or job responsibilities of the position described in Paragraph 1. If Executive terminates his employment without Good Reason, he shall not be entitled to any severance. 9. General Provisions. __________________ A. Entire Agreement. This Agreement 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, except that the rights of Nike under this Agreement may be assigned to any parent, subsidiary, successor or affiliate of Nike, which assignor shall be bound by and comply with the terms of this Agreement. 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. 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 dispute arising out of Executive's employment with Nike, including but not limited to the interpretation or enforcement of this Agreement and the termination of Executive's employment with Nike, shall be exclusively in a state court of 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/ Adam S. Helfant /s/ Lindsay D. Stewart _________________________ _____________________________ Adam S. Helfant By: Lindsay D. Stewart Its: Vice President -----END PRIVACY-ENHANCED MESSAGE-----