8-KLeadership ChangesExhibits & Filings

NIKE, Inc. 8-K Report, Executive Changes (Aug 11, 2006)

Filed August 11, 2006For Securities:NKE

Summary

This Form 8-K filing by NIKE, Inc. announces a significant executive appointment and outlines the terms of a related agreement. Effective August 7, 2006, Gary DeStefano was appointed President, Global Operations. Mr. DeStefano has a long tenure with the company, having joined in 1982 and holding various leadership roles across sales and regional administration, most recently as President of USA Operations. In connection with his promotion, Mr. DeStefano entered into a Covenant Not to Compete and Non-Disclosure Agreement. Key terms of this agreement include a one-year non-compete period following employment termination. The company will provide monthly payments during this period, with the amount contingent on whether the termination was voluntary or involuntary. If the company terminates employment, payments will equal 1/12th of his then current annual salary and target bonus; if he voluntarily resigns, payments will be 1/24th of his then current annual salary. The company retains the option to waive the covenant, in which case these payments would cease.

Key Highlights

  • 1Gary DeStefano appointed President, Global Operations, effective August 7, 2006.
  • 2Mr. DeStefano has a strong track record with NIKE, Inc., having been with the company since 1982.
  • 3The appointment signals a shift in leadership within NIKE's operational structure.
  • 4A Covenant Not to Compete and Non-Disclosure Agreement was executed with Mr. DeStefano.
  • 5The agreement includes a one-year non-compete clause post-employment.
  • 6NIKE will provide conditional monthly payments during the non-compete period, based on the termination circumstances.
  • 7The company has the discretion to waive the non-compete covenant, which would impact payment obligations.

Frequently Asked Questions

Gary DeStefano has been appointed President, Global Operations, effective August 7, 2006. He has been an employee of NIKE since 1982 and has held numerous leadership positions within the company, including Director of Domestic Sales, Vice President of Global Sales, Vice President and General Manager of Asia Pacific, and most recently, President of USA Operations.

The agreement includes a one-year covenant not to compete following the termination of his employment. During this year, NIKE will make monthly payments to Mr. DeStefano. If his employment is terminated by NIKE, the payment will be 1/12th of his then current annual salary and target annual bonus. If he voluntarily resigns, the payment will be 1/24th of his then current annual salary.

Yes, the agreement allows NIKE to waive the covenant not to compete. If the company waives the covenant, it will not be obligated to make the specified monthly payments during the period the waiver applies.

This filing also confirms the attachment of the press release detailing the appointment as Exhibit 99.1 and the executed Covenant Not to Compete and Non-Disclosure Agreement as Exhibit 10.1. The signature confirms the filing was made on behalf of NIKE, Inc. by its Chief Financial Officer, Donald W. Blair.