Send us Feedback

Nike (NKE)
Analysis
SUMMARY
BULLS
BEARS
TOPICS
Data
DATA CENTRAL
STOCK CHART
Financials
SEC FILINGS
BALANCE
INCOME
CASH FLOW

NKE » Topics » Change-in-Control Compensation - Acceleration of Equity Awards

This excerpt taken from the NKE DEF 14A filed Jul 27, 2009.

Change-in-Control Compensation — Acceleration of Equity Awards

We have agreed to accelerate the vesting of restricted stock and stock options held by the Named Executive Officers upon the approval by our shareholders of an “Approved Transaction.” This acceleration of vesting will occur whether or not their employment is terminated. In our agreements, “Approved Transaction” is generally defined to include:

 

  •  

an acquisition of NIKE through a merger, consolidation or plan of exchange,

 

  •  

a sale of all or substantially all of our assets, or

 

  •  

the adoption of a plan for our liquidation or dissolution.

The following table shows the estimated benefits that would have been received by the Named Executive Officers if our shareholders had approved an Approved Transaction on May 31, 2009.

 

Name

    Restricted Stock
Acceleration (1)		    Stock Option
Acceleration (2)		    Total

Mark G. Parker

    $ 3,180,423    $ 1,396,113    $ 4,576,536

Donald W. Blair

      482,871      801,817      1,284,688

Charles D. Denson

      2,120,320      1,209,675      3,329,995

Gary M. DeStefano

      482,871      1,214,875      1,697,746

Trevor A. Edwards

      482,871      801,817      1,284,688

 

35

 

(1) Information regarding unvested restricted stock held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The award agreements provide that all shares will immediately vest upon the approval by our shareholders of an Approved Transaction. The amounts in the table above represent the number of unvested restricted shares multiplied by a stock price of $57.05 per share, which was the closing price of our Class B Common Stock on May 29, 2009.

 

(2) Information regarding outstanding unexercisable options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The stock option agreements provide that upon the approval by our shareholders of an Approved Transaction all outstanding unexercisable options will immediately become exercisable and all unexercised options will remain exercisable during the remainder of the term of the options, except that the Compensation Committee may provide a 30-day period prior to the Approved Transaction during which the optionees may exercise the options without any limitation on exercisability. At the end of the 30-day period, the options would terminate. Amounts in the table above represent the aggregate value as of May 31, 2009 of each Named Executive Officer’s outstanding unexercisable options based on the positive spread between the exercise price of each option and a stock price of $57.05 per share, which was the closing price of our Class B Common Stock on May 29, 2009.
This excerpt taken from the NKE DEF 14A filed Aug 8, 2008.

Change-in-Control Compensation — Acceleration of Equity Awards

We have agreed to accelerate the vesting of restricted stock and stock options held by the Named Executive Officers upon the approval by our shareholders of an “Approved Transaction.” This acceleration of vesting will occur whether or not their employment is terminated. In our agreements, “Approved Transaction” is generally defined to include:

 

  •  

an acquisition of NIKE through a merger, consolidation or plan of exchange,

 

  •  

a sale of all or substantially all of our assets, or

 

  •  

the adoption of a plan for our liquidation or dissolution.

The following table shows the estimated benefits that would have been received by the Named Executive Officers if our shareholders had approved an Approved Transaction on May 31, 2008.

 

Name

    Restricted Stock
Acceleration (1)		    Stock Option
Acceleration (2)		    Total

Mark G. Parker

    $ 2,977,103    $ 7,441,150    $ 10,418,253

Donald W. Blair

      1,157,436      3,262,603      4,420,039

Charles D. Denson

      2,122,547      6,539,025      8,661,572

Gary M. DeStefano

      1,157,436      4,594,330      5,751,766

Trevor A. Edwards

      1,157,436      3,262,603      4,420,039

 

34

 

(1) Information regarding unvested restricted stock held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The award agreements provide that all shares will immediately vest upon the approval by our shareholders of an Approved Transaction. The amounts in the table above represent the number of unvested restricted shares multiplied by a stock price of $68.37 per share, which was the closing price of our Class B Common Stock on May 30, 2008.

 

(2) Information regarding outstanding unexercisable options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The stock option agreements provide that all outstanding unexercisable options will immediately become exercisable upon the approval by our shareholders of an Approved Transaction and will remain exercisable during the remainder of the term of the options, except that the Compensation Committee may provide a 30-day period prior to the Approved Transaction during which the optionees may exercise the options without any limitation on exercisability. At the end of the 30-day period, the options would terminate. Amounts in the table above represent the aggregate value as of May 31, 2008 of each Named Executive Officer’s outstanding unexercisable options based on the positive spread between the exercise price of each option and a stock price of $68.37 per share, which was the closing price of our Class B Common Stock on May 30, 2008.
This excerpt taken from the NKE DEF 14A filed Aug 3, 2007.

Change-in-Control Compensation — Acceleration of Equity Awards

We have agreed to accelerate the vesting of restricted stock and stock options held by the Named Executive Officers upon the approval by our shareholders of an “Approved Transaction.” This acceleration of vesting will occur whether or not their employment is terminated. In our agreements, “Approved Transaction” is generally defined to include:

 

  •  

an acquisition of NIKE through a merger, consolidation or plan of exchange,

 

  •  

a sale of all or substantially all of our assets, or

 

  •  

the adoption of a plan for our liquidation or dissolution.

The following table shows the estimated benefits that would have been received by the Named Executive Officers if our shareholders had approved an Approved Transaction on May 31, 2007.

 

Name

    Restricted Stock
Acceleration (1)		    Stock Option
Acceleration (2)		    Total

Mark G. Parker

    $ 2,032,899    $ 9,393,575    $ 11,426,474

Donald W. Blair

      1,441,110      4,026,660      5,467,770

Charles D. Denson

      1,584,006      8,593,700      10,177,706

Gary M. DeStefano

      1,441,110      5,819,630      7,260,740

Lindsay D. Stewart

      1,307,861      4,624,000      5,931,861
(1) Information regarding unvested restricted stock held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The award agreements provide that all shares will immediately vest upon the approval by our shareholders of an Approved Transaction. The amounts in the table above represent the number of unvested restricted shares multiplied by a stock price of $56.75 per share, which was the closing price of our Class B Common Stock on May 31, 2007.

 

(2)

Information regarding outstanding unexercisable options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The stock option agreements provide that all outstanding unexercisable options will immediately become exercisable upon the approval by our shareholders of an Approved Transaction and will remain exercisable during the remainder of the term of the options, except that the Compensation Committee may provide a 30-day period prior to the Approved Transaction during which the optionees may exercise the options without any limitation on exercisability. At the end of the 30-day period, the options would terminate. Amounts in the table above represent the aggregate value as of May 31, 2007 of each Named Executive Officer’s outstanding unexercisable options assuming a five-year average expected remaining term and otherwise calculated using the Black-Scholes option pricing model with the same assumptions as

 

24

 

those used for valuing our options under FAS 123R. Alternatively, if it is assumed that the Compensation Committee provides for only a 30-day period to exercise accelerated options, the aggregate value as of May 31, 2007 of options that would have become exercisable if an Approved Transaction had been approved on that date, assuming a 30-day remaining term and otherwise calculated using the Black-Scholes option pricing model with the same assumptions used for valuing our options under FAS 123R, for each Named Executive Officer was: Mr. Parker, $6,615,475; Mr. Blair, $2,970,825; Mr. Denson, $6,063,850; Mr. DeStefano, $4,288,070; and Mr. Stewart, $3,490,750.

EXCERPTS ON THIS PAGE:

DEF 14A
Jul 27, 2009
DEF 14A
Aug 8, 2008
DEF 14A
Aug 3, 2007

RELATED TOPICS for NKE:

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki