NKE » Topics » Stock Option Acceleration

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

Stock Option Acceleration

As of May 31, 2009, each Named Executive Officer held options to purchase Class B Common Stock as listed in the Outstanding Equity Awards table above. Under the terms of their stock option agreements, upon the death or disability of the officer, all unexercisable options become fully exercisable and the standard three-month period for exercising options following termination of employment is extended to 12 months, but not beyond each option’s original 10-year term. The aggregate value as of May 31, 2009 of options that would have become exercisable if death or disability had occurred on that date 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, is as set forth in the “Stock Option Acceleration” column of the Change-in-Control Compensation — Acceleration of Equity Awards table above. In addition, the increase in value of outstanding options resulting from the extension of the post-termination exercise period from three months to 12 months, with the option values as of May 31, 2009 for three-month and 12-month remaining terms calculated using the Black-Scholes option pricing model with assumptions consistent with those used by us for valuing our options under FAS 123R, is $3,598,259 for Mr. Parker, $1,279,395 for Mr. Blair, $3,093,794 for Mr. Denson, $1,325,677 for Mr. DeStefano, and $1,266,866 for Mr. Edwards.

As provided in stock option agreements for all employees, the terms of the Named Executive Officers’ stock option agreements also provide that, if termination of the officer’s employment occurs when the

 

36


officer’s retirement point total is at least 55 and the officer has been employed by us for at least five years, then a portion of the unexercisable options will become exercisable for a maximum remaining term of three months as follows:

 

Retirement Point Total

 

Percent of Unexercisable Option

      That Becomes Exercisable      

55 or 56

  20%

57

  40%

58

  60%

59

  80%

60

  100%

An officer’s “retirement point total” means the sum of the officer’s age plus the number of years that the officer has been employed by us. As of May 31, 2009, the retirement point total for each of the Named Executive Officers was over 60, and these officers are therefore eligible to have all unexercisable options become fully exercisable on any termination of employment. The aggregate value as of May 31, 2009 of options held by each of the Named Executive Officers that would have become exercisable if termination of employment (other than due to death or disability) had occurred on that date is as set forth in the “Stock Option Acceleration” column of the Change-in-Control Compensation — Acceleration of Equity Awards table above.

This excerpt taken from the NKE DEF 14A filed Aug 8, 2008.

Stock Option Acceleration

As of May 31, 2008, each Named Executive Officer held unexercisable options to purchase Class B Common Stock as listed in the Outstanding Equity Awards table above. Under the terms of their stock option agreements, all unexercisable options become fully exercisable for a maximum remaining term of one year upon the death or disability of the officer. The aggregate value as of May 31, 2008 of options that would have become exercisable if death or disability had occurred on that date is as set forth in the “Stock Option Acceleration” column of the Change-in-Control Compensation — Acceleration of Equity Awards table above.

As provided in stock option agreements for all employees, the terms of the Named Executive Officers’ stock option agreements also provide that, if termination of the officer’s employment occurs when the officer’s retirement point total is at least 55 and the officer has been employed by us for at least five years, then a portion of the unexercisable options will become exercisable for a maximum remaining term of three months as follows:

 

Retirement Point Total

 

Percent of Unexercisable Option

      That Becomes Exercisable      

55 or 56   20%
57   40%
58   60%
59   80%
60   100%

 

35


An officer’s “retirement point total” means the sum of the officer’s age plus the number of years that the officer has been employed by us. As of May 31, 2008, the retirement point total for each of Messrs. Parker, Denson, DeStefano and Edwards was over 60, and these officers are therefore eligible to have all unexercisable options become fully exercisable on any termination of employment. As of May 31, 2008, the retirement point total for Mr. Blair was 58. Therefore, if Mr. Blair’s employment had terminated on May 31, 2008 for any reason other than death or disability, he would have been eligible to have 60% of his unexercisable options become fully exercisable. The aggregate value as of May 31, 2008 of options held by Mr. Blair that would have become exercisable if termination of employment (other than due to death or disability) had occurred on that date was $2,046,962. For all other Named Executive Officers, this value is as set forth in the “Stock Option Acceleration” column of the Change-in-Control Compensation — Acceleration of Equity Awards table above.

This excerpt taken from the NKE DEF 14A filed Aug 3, 2007.

Stock Option Acceleration

As of May 31, 2007, each Named Executive Officer held unexercisable options to purchase Class B Common Stock as listed in the Outstanding Equity Awards table above. Under the terms of their stock option agreements, all unexercisable options become fully exercisable for a maximum remaining term of one year upon the death or disability of the officer. The aggregate value as of May 31, 2007 of options that would have become exercisable if death or disability had occurred on that date, assuming a one-year 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, $7,157,425; Mr. Blair, $3,175,425; Mr. Denson, $6,557,050; Mr. DeStefano, $4,585,110; and Mr. Stewart, $3,702,750.

As provided in stock option agreements for all employees, the terms of the Named Executive Officers’ stock option agreements also provide that, if termination of the officer’s employment occurs when the officer’s retirement point total is at least 55 and the officer has been employed by us for at least five years, then a portion of the unexercisable options will become exercisable for a maximum remaining term of three months as follows:

 

Retirement Point Total

 

Percent of Unexercisable Option

That Becomes Exercisable

55 or 56   20%
57   40%
58   60%
59   80%
60   100%

An officer’s “retirement point total” means the sum of the officer’s age plus the number of years that the officer has been employed by us. As of May 31, 2007, the retirement point total for each of Messrs. Parker, Denson, DeStefano and Stewart was over 60, and these officers are therefore eligible to have all

 

25


unexercisable options become fully exercisable on any termination of employment. As of May 31, 2007, the retirement point total for Mr. Blair was 56. Therefore, if Mr. Blair’s employment had terminated on May 31, 2007 for any reason other than death or disability, he would have been eligible to have 20% of his unexercisable options become fully exercisable. The aggregate value as of May 31, 2007 of options that would have become exercisable if termination of employment (other than due to death or disability) had occurred on that date, assuming a three-month 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, $6,686,450; Mr. Blair, $599,742; Mr. Denson, $6,127,700; Mr. DeStefano, $4,329,090; and Mr. Stewart, $3,523,500.

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