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): July 24, 2008
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 5.02 Departure of Directors or Certain Officers; Election of
_______________________________________________________
Directors; Appointment of Certain Officers; Compensatory
________________________________________________________
Arrangements of Certain Officers.
________________________________
On July 24, 2008, NIKE, Inc. (the "Company") entered into an Amended
and Restated Covenant Not to Compete and Non-Disclosure Agreement with each
of Mark G. Parker and Charles D. Denson. The two agreements contain
amendments made to comply with the provisions of Section 409A of the
Internal Revenue Code of 1986 and thereby avoid the tax penalties to each
of these two executive officers that would result from failure to comply.
Each of the agreements contains a covenant not to compete with the Company
that extends for two years following the employee's termination of
employment. Under the prior form of Covenant Not to Compete and Non-
Disclosure Agreement with each of these two executive officers, if the
employee's employment was terminated by the Company, the Company generally
would make monthly payments to the employee during the two-year
noncompetition period in an amount equal to one-twelfth of the employee's
then current annual salary and target Performance Sharing Plan bonus
("Annual NIKE Income"). The prior form of Covenant Not to Compete and Non-
Disclosure Agreement also generally provided that if the employee
voluntarily resigned, the Company would make monthly payments to the
employee during the two-year noncompetition period in an amount equal to
one-twenty-fourth of the employee's then current Annual NIKE Income.
Section 409A of the Internal Revenue Code requires that the above-
described monthly payments may not commence until six months after the
employee's "separation from service" as defined in Treasury Regulations
(section) 1.409A-1(h). Accordingly, under the Amended and Restated
Covenant Not to Compete and Non-Disclosure Agreements with Messrs. Parker
and Denson, commencement of the above-described monthly payments will be
delayed until after the six-month period following the employee's
separation from service in order to comply with Section 409A and avoid tax
penalties for the employee. Under the amended and restated agreements, all
payments that the employee would otherwise have received before the date
that is six months after the employee's separation from service will be
accumulated by the Company and paid to the employee in a lump sum promptly
following the end of the six-month period, together with interest on these
delayed payments at a fluctuating rate per annum equal to the prime rate as
published from time to time in The Wall Street Journal. A copy of the
Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement
with Mr. Parker is filed as Exhibit 10.1 hereto, and a copy of the Amended
and Restated Covenant Not to Compete and Non-Disclosure Agreement with Mr.
Denson is filed as Exhibit 10.2 hereto.
Item 9.01 Financial Statements and Exhibits.
_________________________________
(d) Exhibits
10.1 Amended and Restated Covenant Not to Compete and Non-Disclosure
Agreement between NIKE, Inc. and Mark G. Parker dated July 24,
2008.
10.2 Amended and Restated Covenant Not to Compete and Non-Disclosure
Agreement between NIKE, Inc. and Charles D. Denson dated July
24, 2008.
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: July 24, 2008
/s/ Donald W. Blair
__________________________
By: Donald W. Blair
Chief Financial Officer