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): December 28, 2004
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)
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 (See General Instruction A.2. below):
[ ] 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.
On December 28, 2004, NIKE, Inc. and each of its NIKE Brand Presidents,
Mark G. Parker and Charles D. Denson, agreed to amend their existing
Covenant Not to Compete and Non-Disclosure Agreements dated October 6,
1994 and March 26, 2001, respectively.
The following descriptions of each of the amended Covenant Not to
Compete and Non-Disclosure Agreements briefly summarizes the terms and
conditions that are material to us 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 this current report on Form 8-K.
The amended agreement between the Company and Mark G. Parker contains a
covenant not to compete that extends for two years following the
termination of his employment with the Company. The amended agreement
provides that if Mr. Parker voluntarily resigns prior to December 31,
2006 or after December 31, 2007, the Company will make monthly payments
to him during the two-year noncompetition period in an amount equal to
1/24th of his then current annual salary and target performance bonus
("Annual Nike Income"). The agreement provides further that if
Mr. Parker's employment is terminated by the Company or if he
voluntarily resigns after December 31, 2006 but before December 31,
2007, the Company will make monthly payments to him during the two-year
noncompetition period in an amount equal to 1/12th of his then current
Annual Nike Income. If Mr. Parker is terminated without cause, the
parties may mutualy agree to waive the covenant not to compete, and if
Mr. Parker is terminated for cause, the Company may unilaterally waive
the covenant. 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.
The amended agreement between the Company and Charles D. Denson is
similar to the agreement with Mr. Parker and extends for two years
following the termination of his employment with the Company. The
amended agreement provides that if Mr. Denson voluntarily resigns prior
to December 31, 2006 or after December 31, 2007, the Company will make
monthly payments to him during the two-year noncompetition period in an
amount equal to 1/24th of his then current annual salary and target
performance bonus ("Annual Nike Income"). The agreement provides further
that if his employment is terminated by the Company or if he voluntarily
resigns after December 31, 2006 but before December 31, 2007, the
Company will make monthly payments to him during the two-year
noncompetition period in an amount equal to 1/12th of his then current
Annual Nike Income. If Mr. Denson is terminated without cause, the
parties may mutually agree to waive the covenant not to compete, and if
Mr. Denson is terminated for cause, the Company may unilaterally waive
the covenant. 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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On December 28, 2004 Thomas E. Clarke resigned from the NIKE, Inc. Board
of Directors, which includes resignation from his position on the
Executive Committee of the Board of Directors. Dr. Clarke, 53, will
continue to serve as President of New Business Ventures.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Covenant Not to Compete and Non-Disclosure Agreement, as
amended and dated December 28, 2004 between NIKE, Inc.
and Mark G. Parker
10.2 Covenant Not to Compete and Non-Disclosure Agreement, as
amended and dated December 28, 2004 between NIKE, Inc.
and Charles D. Denson
SIGNATURE
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)
/s/ Donald W. Blair
Date: December 30, 2004 By: _______________________________
Donald W. Blair,
Chief Financial Officer