Exhibit 10.02
FORM OF OPTION GRANT
AGREEMENT
THIS OPTION GRANT AGREEMENT, made as
of the day of
, 2008 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, 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, 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
, 2008.
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) 25% of the
shares of Stock underlying the Option shall become exercisable
following the year in which the Operating Income for the Company is
at least equal to $
million
(provided such year is no later than
), with
one-half of the shares of Stock exercisable on
February 15 th of the year following the year
in which such Operating Income level is achieved and one-half of
the shares of Stock exercisable on February 15
th
of the second year
following the year in which such Operating Income level is
achieved;
(b) 25% of the
shares of Stock underlying the Option shall become exercisable
following the year in which the Operating Income for the Company is
at least equal to $
million
(provided such year is no later than
), with
one-half of the shares of Stock exercisable on
February 15 th of the year following the year
in which such Operating Income level is achieved and
one-half of the
shares of Stock exercisable on February 15
th
of the second year
following the year in which such Operating Income level is
achieved;
(c) 25% of the
shares of Stock underlying the Option shall become exercisable
following the year in which the Operating Income for the Company is
at least equal to $
million
(provided such year is no later than
), with
one-half of the shares of Stock exercisable on
February 15 th of the year following the year
in which such Operating Income level is achieved and one-half of
the shares of Stock exercisable on February 15
th
of the second year
following the year in which such Operating Income level is
achieved; and
(d) 25% of the
shares of Stock underlying the Option shall become exercisable
following the year in which the Operating Income for the Company is
at least equal to $
million
(provided such year is no later than
), with all
of the shares of Stock exercisable on February 15
th
of the year
following the year in which such Operating Income level is
achieved.
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
