This excerpt taken from the NKE 10-K filed Jul 27, 2009.
Method of Exercise. Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in India, the Optionee will not be permitted to pay the exercise price by a sell-to-cover exercise (i.e., where shares of Common Stock subject to the Option will be sold immediately upon exercise and the proceeds of the sale will be remitted to the Company to cover the exercise price for the purchased shares and any Tax-Related Items or Fringe Benefit Tax withholding). The Company reserves the right to permit this method of payment depending on the development of local law.
Repatriation of Proceeds of Sale. The Optionee agrees to repatriate all proceeds received from the sale of shares of Common Stock to India within a reasonable time following the sale of the shares of Common Stock (i.e., within 90 days). The Optionee must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Company requests proof of repatriation. It is the Optionees responsibility to comply with applicable exchange control laws in India.
Fringe Benefit Tax. By accepting the Option and participating in the Plan, the Optionee consents and agrees to assume any and all liability for fringe benefit tax that may be payable by the Optionee or the Employer in connection with the Plan. The Optionee understands that the grant of this Option and participation in the Plan is contingent upon the Optionees agreement to assume liability for fringe benefit tax payable on the exercise of the Option.
Further, by accepting this Option and participating in the Plan, the Optionee agrees that the Company and/or the Employer may collect fringe benefit tax from the Optionee by any of the means set forth in Section 4 of the Agreement or any other reasonable method established by the Company. The Optionee also agrees to execute any other consents or elections required to accomplish the foregoing, promptly upon request of the Company.