Exhibit 10.02
Form of Performance Based Option Grant Agreement
THIS OPTION GRANT AGREEMENT, made as
of the day of
,
between UNDER ARMOUR, INC. (the “ Company ”) and
(the “ Grantee ”).
WHEREAS, the Company has adopted and
maintains the 2005 Omnibus Long-Term Incentive Plan as amended and
restated effective as of May 5, 2009 (the “Plan”),
attached hereto as Attachment A, or otherwise delivered or made
available to Grantee, to promote the interests of the Company and
its stockholders by providing key employees and others with an
appropriate incentive to encourage them to continue in the employ
or service of the Company and to improve the growth and
profitability of the Company;
WHEREAS, the Plan provides for the
grant to Grantees of Options to purchase Stock of the
Company;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants hereinafter set forth, the
parties hereto hereby agree as follows:
1. Grant of
Options . Pursuant to, and subject to, the
terms and conditions set forth herein and in the Plan, and further
subject to the approval by the Company’s stockholders of the
Plan, the Company hereby grants to the Grantee a non-qualified
stock option (the “ Option ”) with respect to
shares of Stock of the Company.
2. Grant
Date . The
Grant Date of the Option hereby granted is
.
3. Incorporation of
Plan . All
terms, conditions and restrictions of the Plan are incorporated
herein and made part hereof as if stated herein. If there is any
conflict between the terms and conditions of the Plan and this
Option Grant Agreement, the terms and conditions of this Option
Grant Agreement, as interpreted by the Committee in its sole
discretion, shall govern, unless explicitly provided to the
contrary in the Plan or this Option Grant Agreement. Unless
otherwise indicated herein, all capitalized terms used herein shall
have the meaning given to such terms in the Plan.
4. Option
Price . The exercise price per share of
Stock underlying the Option granted hereby is $
.
5. Vesting
. Except as provided in
Section 9 and unless the Option has earlier terminated
pursuant to this Agreement, the Option shall become exercisable as
follows provided the Grantee remains employed by the Company on
each such date:
(a) If the
combined Operating Income for the Company for
and
is at least equal to $
, then 50% of the shares of Stock underlying the Option shall
become exercisable on February 15,
and 50% of the shares of Stock underlying the Option shall become
exercisable on February 15,
;
(b) If the
combined Operating Income for the Company for
and
is equal to or greater than $
but less than $
, then 45% of the shares of Stock underlying the Option shall
become exercisable on February 15,
and 45% of the shares of Stock underlying the Option shall become
exercisable on February 15,
;
As used in this Section 5, the
term “Operating Income” shall mean the Company’s
income from operations as reported in the Company’s audited
financial statements prepared in accordance with generally accepted
accounting principles excluding the impact of any generally
accepted accounting principle changes implemented after the date
hereof.
6. Term
. Unless the Option has
earlier terminated pursuant to the provisions of this Option Grant
Agreement or the Plan, all unexercised portions of the Option shall
terminate, and all rights to purchase shares of stock thereunder
shall cease, upon the expiration of ten years from the Grant
Date.
7. Employment
Confidentiality Agreement. As a condition to the grant of the
Option, Grantee shall have executed and become a party to the
Employee Confidentiality, Non-Competition and Non-Solicitation
Agreement by and between Grantee and the Company (the
“Confidentiality, Non-Compete and Non-Solicitation
Agreement”) attached hereto as Attachment B.
8. Forfeiture.
If Grantee should take
any actions in violation of the Confidentiality, Non-Competition
and Non-Solicitation Agreement, or in violation of any
non-competition agreement entered into between the Grantee and the
Company, it will be considered grounds for termination for Cause as
defined in Section 9(a) of this Agreement, and all unexercised
portions of the Option, whether vested or not, will terminate, be
forfeited and will lapse, as provided in
Section 9(a).
9. Termination of
Service.
(a) Termination of
Service for Cause. Unless the Option has earlier
terminated pursuant to the provisions of this Option Grant
Agreement or the Plan, all unexercised portions of the Option,
whether vested or unvested, will terminate and be forfeited upon a
termination of the Grantee’s Service for Cause. For purposes
of this Option Grant Agreement only, “Cause” shall be
defined as any of the following:
i. the Grantee’s material
misconduct or neglect in the performance of his duties;
ii. the Grantee’s conviction
for, or plea of nolo contendere to any felony, or a misdemeanor
(excluding a petty misdemeanor) involving dishonesty, fraud,
financial impropriety, or moral turpitude, or any crime of
sufficient import to potentially discredit or adversely affect the
Company’s ability to conduct its business in the normal
course;
iii. the Grantee’s use of
illegal drugs;
iv. the Grantee’s material
breach of the Company’s written Code of Ethics and Business
Conduct, as in effect from time to time;
v. the Grantee’s material
breach of this Agreement, including but not limited to breach of
the Confidentiality, Non-Compete and Non-Solicitation Agreement
attached hereto as Attachment B; or
vi. Grantee’s commission of
any act that results in severe harm to the Company excluding any
act taken by the Grantee in good faith that he reasonably believed
was in the best interest of the Company.
(b) Termination of
Service other than for Cause. Unless the Option has earlier
terminated pursuant to the provisions of this Option Grant
Agreement or the Pla
