Exhibit 10.03
RESTRICTED STOCK GRANT
AGREEMENT
THIS AGREEMENT, made as of this 24th
day of July, 2008, (the “ Agreement ”) between
UNDER ARMOUR, INC. (the “ Company ”) and David
McCreight (the “ Grantee ”).
WHEREAS, the Company has adopted 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 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 138,265 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 July 24,
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 award shall vest as to 50% of the shares on
August 15, 2009, as to 25% of the shares on August 15,
2010, as to 12.5% of the shares on August 15, 2011, and as to
12.5% of the shares on August 15, 2012; 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,
(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, and (iii) in the event that the
Grantee’s employment is terminated by the Company without
Cause prior to August 15, 2010, any Restricted Stock that
would have vested within one year after the date of such
termination of employment shall vest on the date of such
termination of employment. For purposes of this Section 5,
“Cause” shall be defined as any of the following:
(a) the Grantee’s material misconduct or neglect in the
performance of his duties; (b) 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 potentially discredit or adversely affect the
Company’s ability to conduct its business in the normal
course; (c) the Grantee’s use of illegal drugs;
(d) the Grantee’s material breach of the Company’s
written Code of Et
