|
Exhibit
10.23a
FORM OF OPTION GRANT
AGREEMENT
THIS OPTION GRANT AGREEMENT,
made as of the day of
, 2006 between UNDER ARMOUR, INC. (the “ Company
”) and
(the “ Grantee ”).
WHEREAS, the Company has
adopted and maintains the 2005 Omnibus Long-Term Incentive Plan
(the “Plan”), attached hereto as Attachment A, 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, 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
, 2006.
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: 20% of the shares of Stock underlying the
Option shall become exercisable on each of the first five
anniversaries of the Grant Date, provided the Grantee remains
employed by the Company on each such anniversary.
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 as determined by the Grantee's
supervisor, division head, or Chief Executive Officer of the
Company; |
| |
ii. |
the Grantee’s conviction by a court of competent
jurisdiction, or the entry of a plea of guilty or nolo
contendere by the Grantee, of any felony; offense punishable by
imprisonment in a state or federal penitentiary; any offense, civil
or criminal, involving material dishonesty, fraud, moral turpitude
or immoral conduct; 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 or abusive use of
prescription drugs as determined by a licensed physician or
physicians designated by the Company to examine the
Grantee; |
| |
iv. |
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 |
| |
v. |
any other conduct that is materially injurious to the
reputation, business or business relationships o |
|