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Exhibit
10.01
UNDER ARMOUR,
INC.
STOCK OPTION
PLAN
EFFECTIVE AS OF
MARCH 1, 2000
1. Establishment, Purpose and Types
of Awards
The purpose of the Under
Armour, Inc. Stock Option Plan (“the Plan”) is to
promote the long-term growth and profitability of Under
Armour, Inc. (the “Corporation”) by
(i) providing key people with incentives to improve
stockholder value and to contribute to the growth and financial
success of the Corporation, and (ii) enabling the Corporation
to attract, retain and reward the best available persons for
positions of substantial responsibility.
The Plan permits the granting
of stock options (including nonqualified stock options and
incentive stock options qualifying under Section 422 of the
Code) and stock appreciation rights (including free-standing,
tandem and limited stock appreciation rights) or any combination of
the foregoing (collectively, “Awards”).
The Plan is a compensatory
benefit plan within the meaning of Rule 701 under the
Securities Act of 1933 (the “Securities
Act”). Except to the extent any other exemption from the
Securities Act is expressly relied upon in connection with any
agreement entered into pursuant to the Plan or the securities
issuable hereunder are registered under the Securities Act, the
issuance of Common Stock pursuant to the Plan is intended to
qualify for the exemption from registration under the Securities
Act provided by Rule 701. To the extent that an exemption
from registration under the Securities Act provided by
Rule 701 is unavailable, all unregistered offers and sales of
Awards and shares of Common Stock issuable upon exercise of an
Award are intended to be exempt from registration under the
Securities Act in reliance upon the private offering exemption
contained in Section 4(2) of the Securities Act, or other
available exemption, and the Plan shall be so
administered.
Effective February 2,
2005, the Plan also permits the grant of restricted stock. For
the purpose of the Plan, the term “Award” shall also
include restricted stock.
2. Definitions
Under this Plan, except where
the context otherwise indicates, the following definitions
apply:
(a) “ Board
” shall mean the Board of Directors of the
Corporation.
(b) “ Change in
Control ” shall mean: (i) any sale, exchange or
other disposition of substantially all of the Corporation’s
assets or over 50% of its Common Stock; or (ii) any merger,
share exchange, consolidation or other reorganization or business
combination in which the Corporation is not the surviving or
continuing corporation, or in which the Corporation’s
stockholders become entitled to receive cash securities of the
Corporation other than voting common stock, or securities of
another issuer.
(c) “ Code
” shall mean the Internal Revenue Code of 1986, as amended,
and any regulations issued thereunder.
(d) “
Committee ” shall mean the Board or committee of Board
members appointed pursuant to Section 3 of the Plan to
administer the Plan.
(e) “ Common
Stock ” shall mean shares of the Corporation’s
common stock.
(f) “ Exchange
Act ” shall mean the Securities Exchange Act of 1934, as
amended.
(g) “ Fair
Market Value ” of a share of the Corporation’s
Common Stock for any purpose on a particular date shall be
determined in a manner such as the Committee shall in good faith
determine to be appropriate.
(h) “ Grant
Agreement ” shall mean a written agreement between the
Corporation and a grantee memorializing the terms and conditions of
an Award granted pursuant to the Plan.
(i) “ Grant
Date ” shall mean the date on which the Committee
formally acts to grant an Award to a Grantee or such other date as
the Committee shall so designate at the time of taking such formal
action.
(j) “
Parent ” shall mean a corporation, whether now or
hereafter existing, within the meaning of the definition of
“parent corporation” provided in
Section 424(e) of the Code, or any successor thereto of
similar import.
(k) “
Rule 16b-3 ” shall mean Rule 16b-3 as in
effect under the Exchange Act on the effective date of the Plan, or
any successor provision prescribing conditions necessary to exempt
the issuance of securities under the Plan (and further transactions
in such securities) from Section 16(b) of the Exchange
Act.
(l) “ Subsidiary
” and “ subsidiaries ” shall mean only a
corporation or corporations, whether now or hereafter existing,
within the meaning of the definition of “subsidiary
corporation” provided in Section 424(f) of the
Code, or any successor thereto of similar import.
3. Administration
(a) Procedure
. The Plan shall be administered by the Board. In the
alternative, the Board may appoint a Committee consisting of not
less than two (2) members of the Board to administer the Plan
on behalf of the Board, subject to such terms and conditions as the
Board may prescribe. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From
time to time, the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without
cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the Committee
and, thereafter, directly administer the Plan. In the event
that the Board is the administrator of the Plan in lieu of a
Committee, the term “Committee” as used herein shall be
deemed to mean the Board.
Members of the Board or
Committee who are either eligible for Awards or have been granted
Awards may vote on any matters affecting the administration of the
Plan or the grant of Awards pursuant to the Plan, except that no
such member shall act upon the granting of an Award to himself or
herself, but any such member may be counted in determining the
existence of a quorum at any meeting of the Board or the Committee
during which action is taken with respect to the granting of an
Award to him or her.
The Committee shall meet at
such times and places and upon such notice as it may
determine. A majority of the Committee shall constitute a
quorum. Any acts by the Committee may be taken at any meeting
at which a quorum is present and shall be by majority vote of those
members entitled to vote. Additionally, any acts reduced to
writing or approved in writing by all of the members of the
Committee shall be valid acts of the Committee.
(b) Procedure After
Registration of Common Stock . Upon and after the point in
time that the Common Stock or any other capital stock of the
Corporation becomes registered under Section 12 of the
Exchange Act, the Board shall take all action necessary to cause
the Plan to be administered in accordance with the then effective
provisions of Rule 16b-3, provided that any amendment to the
Plan required for compliance with such provisions shall be made in
accordance with Section 11 of the Plan.
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(c) Powers of the
Committee . The Committee shall have all the powers vested
in it by the terms of the Plan, such powers to include authority,
in its sole and absolute discretion, to grant Awards under the
Plan, prescribe Grant Agreements evidencing such Awards and
establish programs for granting Awards. The Committee shall
have full power and authority to take all other actions necessary
to carry out the purpose and intent of the Plan, including, but not
limited to, the authority to:
(i) determine the
eligible persons to whom, and the time or times at which Awards
shall be granted,
(ii) determine the types
of Awards to be granted,
(iii) determine the
number of shares to be covered by or used for reference purposes
for each Award,
(iv) impose such terms,
limitations, restrictions and conditions upon any such Award as the
Committee shall deem appropriate,
(v) modify, extend or
renew outstanding Awards, accept the surrender of outstanding
Awards and substitute new Awards, provided that no such action
shall be taken with respect to any outstanding Award which would
adversely affect the grantee without the grantee’s consent,
and
(vi) accelerate or
otherwise change the time in which an Award may be exercised or
becomes payable and to waive or accelerate the lapse, in whole or
in part, of any restriction or condition with respect to such
Award, including, but not limited to, any restriction or condition
with respect to the vesting or exercisability of an Award following
termination of any grantee’s employment.
The Committee shall have full
power and authority to administer and interpret the Plan and to
adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct
of its business as the Committee deems necessary or advisable and
to interpret same, all within the Committee’s sole and
absolute discretion.
(d) Limited
Liability . To the maximum extent permitted by law, no
member of the Board or Committee shall be liable for any action
taken or decision made in good faith relating to the Plan or any
Award thereunder.
(e)
Indemnification . To the maximum extent permitted by
law, the members of the Board and Committee shall be indemnified by
the Corporation in respect of all their activities under the
Plan.
(f) Effect of
Committee’s Decision . All actions taken and decisions
and determinations made by the Committee on all matters relating to
the Plan pursuant to the powers vested in it hereunder shall be in
the Committee’s sole and absolute discretion and shall be
conclusive and binding on all parties concerned, including the
Corporation, its stockholders, any participants in the Plan and any
other employee of the Corporation, and their respective successors
in interest.
4. Shares Available for the Plan;
Maximum Awards
Subject to adjustments as
provided in Section 10 of the Plan, the shares of stock that
may be delivered or purchased or used for reference purposes (with
respect to stock appreciation rights) under the Plan, including
with respect to incentive stock options intended to qualify under
Section 422 of the Code, shall not exceed an aggregate of
10,856,000 shares of Common Stock of the Corporation and the
Corporation shall reserve said number of shares of Common Stock for
issuance pursuant to the Plan. If any Award, or portion of an
Award, under the Plan expires or terminates unexercised, becomes
unexercisable or is forfeited or otherwise terminated, surrendered
or canceled as to any shares, the shares subject to such Award
shall thereafter be available for further Awards under the
Plan.
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5. Participation
Participation in the Plan
shall be open to all employees, officers, directors and consultants
of the Corporation, or of any Parent or Subsidiary of the
Corporation, as may be selected by the Committee from time to
time. Notwithstanding the foregoing, participation in the Plan
with respect to Awards of incentive stock options shall be limited
to employees of the Corporation, or of any Parent or Subsidiary of
the Corporation.
Awards may be granted to such
eligible persons and for or with respect to such number of shares
of Common Stock as the Committee shall determine, subject to the
limitations in Section 4 of the Plan. A grant of any type
of Award made in any one year to an eligible person shall neither
guarantee nor preclude a further grant of that or any other type of
Award to such person in that year or subsequent years.
6. Stock Options
Subject to the other
applicable provisions of the Plan, the Committee may from time to
time grant to eligible participants nonqualified stock options or
incentive stock options as that term is defined in Section 422
of the Code. The stock options granted shall be subject to the
following terms and conditions.
(a) Grant of
Option . The grant of a stock option shall be evidenced by
a Grant Agreement, executed by the Corporation and the grantee,
stating the number of shares of Common Stock subject to the stock
option evidenced thereby and the terms and conditions of such stock
option, in such form as the Committee may from time to time
determine.
(b) Price . The
price per share payable upon the exercise of each stock option
(“exercise price”) shall be determined by the
Committee.
(c) Payment
. Stock options may be exercised in whole or in part by
payment of the exercise price of the shares to be acquired in
accordance with the provisions of the Grant Agreement, and/or such
rules and regulations as the Committee may have prescribed,
and/or such determinations, orders, or decisions as the Committee
may have made. Payment may be made in cash (or cash
equivalents acceptable to the Committee) or, if approved by the
Committee, in shares of Common Stock or a combination of cash and
shares of Common Stock, or by such other means as the Committee may
prescribe. The Fair Market Value of shares of Common Stock
delivered on exercise of stock options shall be determined as of
the date of exercise. Shares of Common Stock delivered in
payment of the exercise price may be previously owned shares or, if
approved by the Committee, shares acquired upon exercise of the
stock option. Any fractional share will be paid in
cash. If approved by the Board of Directors, the Corporation
may make or guarantee loans to grantees to assist grantees in
exercising stock options and satisfying any related withholding tax
obligations.
If the Common Stock is
registered under Section 12(b) or 12(g) of the
Exchange Act, the Committee, subject to such limitations as it may
determine, may authorize payment of the exercise price, in whole or
in part, by delivery of a properly executed exercise notice,
together with irrevocable instructions, to: (i) a brokerage
firm designated by the Corporation to deliver promptly to the
Corporation the aggregate amount of sale or loan proceeds to pay
the exercise price and any withholding tax obligations that may
arise in connection with the exercise, and (ii) the
Corporation to deliver the certificates for such purchased shares
directly to such brokerage firm.
(d) Terms of
Option s. The term during which each stock option may be
exercised shall be determined by the Committee; provided, however,
that in no event shall a stock option be exercisable more than ten
years from the date it is granted. Prior to the exercise of
the stock option and delivery of the shares certificates
represented thereby, the grantee shall have none of the rights of a
stockholder with respect to any shares represented by an
outstanding stock option.
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(e) Restrictions on
Incentive Stock Options . Incentive Stock Options granted
under the Plan shall comply in all respects with Code
Section 422 and, as such, shall meet the following additional
requirements.
(i) Grant Date. An
incentive stock option must be granted within 10 years of the
earlier of the Plan’s adoption by the Board of Directors or
approval by the Corporation’s shareholders.
(ii) Exercise Price and
Term. The exercise price of an incentive stock option shall
not be less than 100% of the Fair Market Value of the shares on the
date the stock option is granted and the term of the stock option
shall not exceed ten years. Also, the exercise price of any
incentive stock option granted to a grantee who owns (within the
meaning of Section 422(b)(6) of the Code, after the
application of the attribution rules in
Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of shares of the Corporation
or its Parent or Subsidiary corporations (within the meaning of
Sections 422 and 424 of the Code) shall be not less than 110% of
the Fair Market Value of the Common Stock on the grant date and the
term of such stock option shall not exceed five years.
(iii) Maximum
Grant. The aggregate Fair Market Value (determined as of the
Grant Date) of shares of Common Stock with respect to which all
incentive stock options first become exercisable by any grantee in
any calendar year under this or any other plan of the Corporation
and its Parent and Subsidiary corporations may not exceed $100,000
or such other amount as may be permitted from time to time under
Section 422 of the Code. To the extent that such
aggregate Fair Market Value shall exceed $100,000, or other
applicable amount, such stock options shall be treated as
nonqualified stock options. In such case, the Corporation may
designate the shares of Common Stock that are to be treated as
stock acquired pursuant to the exercise of an incentive stock
option by issuing a separate certificate for such shares and
identifying the certificate as incentive stock option shares in the
stock transfer records of the Corporation.
(iv) Grantee. Incentive stock options shall only be
issued to employees of the Corporation, or of a Parent or
Subsidiary of the Corporation.
(v) Designation. No
stock option shall be an incentive stock option unles
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