UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 20, 2006
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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On January 23, 2006, NIKE, Inc. (the "Company") filed a Current
Report on Form 8-K (the "Report") to report, among other things, the
appointment on January 20, 2006 of Mark G. Parker as a director and
President and Chief Executive Officer of the Company. The first three
paragraphs of Item 5.02 of the Report are incorporated herein by
reference. At the time of filing the Report, the Company's Compensation
Committee had not yet considered what adjustments would be made to Mr.
Parker's existing agreement with the Company as a result of his
promotion. The Company is filing this Amendment No. 1 to the Report to
amend Item 5.02 to provide a brief description of a new agreement with
Mr. Parker, in accordance with instruction 2 to Item 5.02 of Form 8-K.
On February 28, 2006, the Company and Mr. Parker entered into a new
Covenant Not to Compete and Non-Disclosure Agreement (the "Agreement").
The Agreement supersedes his prior Covenant Not to Compete and Non-
Disclosure Agreement, amended as of December 28, 2004.
The following description of the Agreement briefly summarizes the
terms and conditions that are material to the Company, and is qualified
in its entirety by reference to the full text of the Agreement which is
filed as exhibit 10.1 to this Amendment No. 1.
The 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 Agreement provides
that if Mr. Parker's employment is terminated by the Company, 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 salary and target performance bonus ("Annual Nike Income"). The
Agreement provides further that if Mr. Parker voluntarily resigns, 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 Nike Income. If Mr. Parker is terminated without cause, the
parties may mutually 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. Note that Mr. Parker's previous Covenant Not to
Compete and Non-Disclosure Agreement provided that if he voluntarily
resigned, during the calendar year 2007, the Company would make monthly
payments to him during the two-year noncompetition period in an amount
equal to 1/12th of his Annual Nike Income.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Covenant Not to Compete and Non-Disclosure Agreement,
dated February 28, 2006 between NIKE, Inc.
and Mark G. Parker
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: March 6, 2006 By: _______________________________
Donald W. Blair,
Chief Financial Officer