Exhibit 10.03
OPTION GRANT
AGREEMENT
THIS OPTION GRANT
AGREEMENT, made as of the 24 th day of July, 2008 between
UNDER ARMOUR, INC. (the “ Company ”) and
David McCreight (the “ Grantee ”) and
modified as of the 10th day of March, 2009.
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 one hundred
eighty-five thousand eight hundred sixteen (185,816) shares of
Stock of the Company.
2. Grant
Date . The
Grant Date of the Option hereby granted is July 24,
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 $28.93.
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 2010 and 2011 is
equal to or greater than $
, then 23,227 shares of Stock underlying the Option shall become
exercisable on February 15, 2012 and 23,227 shares of Stock
underlying the Option shall become exercisable on February 15,
2013, or if the combined Operating Income for the Company for 2010
and 2011 is equal to or greater than $
but less than $
, then 20,904 shares of Stock underlying the Option shall become
exercisable on February 15, 2012 and 20,904 shares of Stock
underlying the Option shall become exercisable on February 15,
2013;
(b) If the
combined Operating Income for the Company for 2011 and 2012 is
equal to or greater than $
, then 23,227 shares of Stock underlying the Option shall become
exercisable on February 15, 2013 and 23,227 shares of Stock
underlying the Option shall become exercisable on February 15,
2014, or if the combined Operating Income for the Company for 2011
and 2012 is equal to or greater than $
but less than $
, then 20,904
shares of Stock underlying the Option shall
become exercisable on February 15, 2013 and 20,904 shares of
Stock underlying the Option shall become exercisable on
February 15, 2014;
(c) If the
combined Operating Income for the Company for 2012 and 2013 is
equal to or greater than $
, then 23,227 shares of Stock underlying the Option shall become
exercisable on February 15, 2014 and 23,227 shares of Stock
underlying the Option shall become exercisable on February 15,
2015, or if the combined Operating Income for the Company for 2012
and 2013 is equal to or greater than $
but less than $
, then 20,904 shares of Stock underlying the Option shall become
exercisable on February 15, 2014 and 20,904 shares of Stock
underlying the Option shall become exercisable on February 15,
2015; and
(d) If the
combined Operating Income for the Company for 2013 and 2014 is
equal to or greater than $
, then 23,227 shares of Stock underlying the Option shall become
exercisable on February 15, 2015 and 23,227 shares of Stock
underlying the Option shall become exercisable on February 15,
2016, or if the combined Operating Income for the Company for 2013
and 2014 is equal to or greater than $
but less than $
, then 20,904 shares of Stock underlying the Option shall become
exercisable on February 15, 2015 and 20,904 shares of Stock
underlying the Option shall become exercisable on February 15,
2016.
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
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potentially discredit or
