|
Exhibit
10.22b
FORM OF RESTRICTED STOCK
GRANT AGREEMENT
THIS AGREEMENT, made as of
this day of
, 2008, (the “ Agreement ”) between UNDER
ARMOUR, INC. (the “ Company ”) and
(the “ Grantee ”).
WHEREAS, the Company has
adopted 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 the
Company’s key employees and others with an appropriate
incentive to encourage them to continue in the employ of the
Company and to improve the growth and profitability of the Company;
and
WHEREAS, the Plan provides
for the grant to Grantees in the Plan of restricted shares of 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. Investment . The
Grantee represents that the shares of Restricted Stock (as defined
herein) are being acquired for investment and not with a view
toward the distribution thereof.
2. Grant of Restricted
Stock . Pursuant to, and subject to, the terms and conditions
set forth herein and in the Plan, the Company hereby grants to the
Grantee an Award of
shares of
Stock of the Company (collectively, the “ Restricted
Stock ”). The Purchase Price for the Restricted Stock
shall be paid by the Grantee’s services to the
Company.
3. Grant Date . The
Grant Date of the Restricted Stock hereby granted is
, 2008.
4. Incorporation of the
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 Agreement, the terms and conditions of this Agreement, as
interpreted by the Board, or a Committee thereof, shall govern.
Unless otherwise indicated herein, all capitalized terms used
herein shall have the meanings given to such terms in the
Plan.
5. Vesting Date . The
Restricted Stock shall vest in five equal annual installments on
each February 15 th beginning February 15, 2009; provided that the
Grantee remains continuously employed by the Company through each
such applicable vesting date. Notwithstanding the foregoing,
(i) in the event that the Grantee’s employment is
terminated on account of the Grantee’s death or Disability at
any time, all unvested shares of Restricted Stock not previously
forfeited shall immediately vest on such date of termination and
(ii) in the event of a Change in Control, all unvested shares
of Restricted Stock not previously forfeited shall vest on such
Change in Control. Notwithstanding the foregoing, if the shares of
stock would otherwise vest during a period in which Grantee is
(i) subject to a lock-up agreement restricting Grantee’s
ability to sell the shares in the open market or
(ii) restricted from selling the shares in the open market
because Grantee is not then eligible to sell under the
Company’s insider trading or similar plan as then in effect
(whether because a trading window is not open or Grantee is
otherwise restricted from trading), delivery of the shares will be
delayed until the first date on which Grantee is no longer
prohibited
| 
