Nike Inc – ‘8-K’ for 9/20/06 – EX-10

On:  Wednesday, 9/20/06, at 6:58pm ET   ·   As of:  9/21/06   ·   For:  9/20/06   ·   Accession #:  320187-6-147   ·   File #:  1-10635

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K - Helfant                                     3±    13K 
 2: EX-10       Exhibit 10.1                                           5±    19K 
 3: EX-10       Exhibit 10.2                                           4±    18K 

EX-10   —   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