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): August 31, 2007.
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)
NO CHANGE
______________________
(Former name or former address, if changed since last report)
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:
[ ] 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.
The Company entered into an Employment Agreement and a Covenant Not to Compete
and Non-Disclosure Agreement with Mr. Ronald D. McCray, under which Mr. McCray
was to become Vice President and Chief Administrative Officer on August 31,
2007.
The following descriptions of Mr. McCray's Employment Agreement and Covenant
Not to Compete and Non-Disclosure Agreement (the "Agreements") briefly
summarize the material terms and conditions and are qualified in their
entirety by reference to the full text of the Agreements, which are filed as
Exhibits 10.1 and 10.2 to the current report on Form 8-K.
Under the terms of Mr. McCray's Employment Agreement, Mr. McCray will receive
an annual base salary of $650,000 and a one time sign-on bonus of $350,000.
Mr. McCray'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. McCray will also receive, subject to approval by the
Compensation Committee of the Board of Directors (i) a stock option to purchase
50,000 shares of the Class B Common Stock, which will vest with respect to 25%
of the shares on the first four anniversaries of the date of grant, (ii) an
initial sign-on restricted stock bonus granted as of September 17, 2007 with a
value of $800,000 based on the closing market price on that day, which will
vest with respect to one-third of the shares on the first three
anniversaries of the date of grant, and (iii) a restricted stock bonus
granted in July, 2008 with a value of $250,000 based on the closing market
price on the date of grant, which will vest 100% on the first anniversary
of the date of grant. Mr. McCray will receive an annual award under the
Company's Long Term Incentive Plan ("LTIP") with a target payout of
$300,000, the payout for which can be higher or lower depending on the
Company's financial performance in relation to the three-year performance
targets set annually by the Compensation Committee of the Board of
Directors. The Company will also pay Mr. McCray a cash bonus as if he had
been a participant in the LTIP for the three-year performance periods of
fiscal 2006-2008 and fiscal 2007-2009, with target payouts of $300,000. If
Mr. McCray's employment is terminated by the Company without cause, or if
he terminates his employment for good reason, Mr. McCray will receive for
one year a monthly payment equal to his last monthly base salary, and a
lump sum equal to 100 percent of his target bonus under the Executive
Performance Sharing Plan.
Mr. McCray'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. McCray's employment is terminated by the Company, 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. If Mr. McCray voluntarily resigns, the Company will make
monthly payments to him during the one-year noncompetition period in an
amount equal to 1/24th of his then current annual salary. Termination
payments under the Employment Agreement above, if paid, satisfy the
payments under the Covenant Not to Compete and Non-Disclosure Agreement, if
enforced. The Company may waive the covenant not to compete. If the
covenant is waived, the Company will not be required to make the payments
described above for the months as to which the waiver applies.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement, dated July 17, 2007, between NIKE, Inc.
and Ronald D. McCray
10.2 Covenant Not to Compete and Non-Disclosure Agreement, dated
August 31, 2007, between NIKE, Inc. and Ronald D. McCray
SIGNATURES
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)
Date: September 5, 2007
/s/ Donald W. Blair
__________________________
By: Donald W. Blair
Chief Financial Officer