Exhibit 10.24
UNDER ARMOUR, INC.
RESTRICTED STOCK OPTION
AGREEMENT
UNDER ARMOUR, INC.
RESTRICTED STOCK
AGREEMENT
Under Armour, Inc., a Maryland
corporation (the “Company”), hereby grants its shares
of Class A Common Stock, $.0003 1/3 par value, (the
“Common Stock”) to the Grantee named below, subject to
the vesting conditions set forth in the attachment. Additional
terms and conditions of the grant are set forth in this cover
sheet, in the attachment, and in the KP Sports, Inc. Stock Option
Plan, as amended (the “Plan”).
Grant Date:
, 2005
Vesting Start Date:
, 2005
Name of Grantee:
Grantee’s Social Security
Number: -
-
Number of Shares of Common Stock
Covered by Grant:
Purchase Price:
$
(at least 100% of the fair market value on the Grant
Date)
By signing this cover sheet,
you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also
attached. You acknowledge that you have carefully reviewed the
Plan, and agree that the Plan will control in the event any
provision of this Agreement should appear to be
inconsistent.
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Grantee:
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(Signature)
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Company:
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(Signature)
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Title:
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This is not a stock certificate or a
negotiable instrument.
Attachment
2
UNDER ARMOUR, INC.
RESTRICTED STOCK
AGREEMENT
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Restricted
Stock/ Non-Transferability
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This grant is
an award of Common Stock in the number of shares set forth on the
cover sheet, at the Purchase Price set forth on the cover sheet,
and subject to the vesting conditions described below
(“Restricted Stock”). The Purchase Price for the
Restricted Stock is deemed paid by your services to the Company. To
the extent not yet vested, your Restricted Stock may not be
transferred, assigned, pledged or hypothecated, whether by
operation of law or otherwise, nor may the Restricted Stock be made
subject to execution, attachment or similar process.
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Issuance and
Vesting
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The Company will issue your Restricted Stock in
your name as of the Grant Date.
Except as otherwise set forth below, your right
to the Stock under this Restricted Stock Agreement vests as to
twenty percent (20%) of the total number of shares of Stock covered
by this grant, as shown on the cover sheet, on August 18,
2005. Thereafter, provided you then continue in Service, you will
vest in an additional twenty (20%) of the total number of shares of
Stock covered by this grant on each of the second, third, fourth
and fifth anniversaries of the Vesting Start Date. The resulting
aggregate number of vested shares of Stock will be rounded to the
nearest whole number, and you cannot vest in more than the number
of shares covered by this grant.
In the event of a planned sale of all or
substantially all of the assets of the Company, either through an
asset or stock transaction (a “Change in Control”), the
vesting schedule shall be accelerated and you will vest in an
additional fifty (50%) of the shares of Stock covered by this grant
that are unvested immediately before the Change in
Control.
If a vesting date would otherwise
occur during a period in which you are: (a) subject to a lock-up
agreement restricting your ability to sell shares of Stock in the
open market or (b) restricted from selling shares of Stock in the
open market because you are 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 you are otherwise
restricted from trading), the vesting date will be delayed until
the first date on which you are no longer prohibited from selling
shares of Stock due to a lock-up agreement or insider trading plan
restriction; provided, however, you shall not be deemed to be
restricted pursuant to subparagraph (b) above if you have in
place at the vesting date an enforceable 10b5-1 trading
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plan. You
cannot vest in more than the number of shares covered by this
grant. No shares will vest after your service has terminated for
any reason.
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Forfeiture
of Unvested Common Stock
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In the event
that your service terminates for any reason including due to death
or Disability, you will forfeit to the Company all of the shares of
Common Stock subject to this grant that have not yet
vested.
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Employment
Confidentiality Agreement ; Forfeiture
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As a condition to the grant of Restricted Stock
pursuant to this Agreement, you have executed and become a party to
the Employee Confidentiality, Non-Competition, and Non-Solicitation
Agreement by and between you and the Company (the
“Confidentiality, Non-Competition and Non-Solicitation
Agreement”) entered into by you in connection with the
issuance of a stock option agreement between you and the
Corporation and attached hereto as Exhibit C.
If you 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 you and the Company, it will be
considered grounds for termination for cause, and you will forfeit
to the Company all of the shares of Common Stock subject to this
grant that have not yet vested.
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Buy-Sell
Agreement
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As a condition
to the grant of Restricted Stock pursuant to this Agreement,
you’ll have executed and become a party to the Buy-Sell
Agreement (the “Buy-Sell Agreement”), attached hereto
as Exhibit D and by reference made a part hereof.
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Book Entry
Restrictions/Escrow
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The Restricted Stock may be issued in book entry
form. If so, the Company shall cause the transfer agent for the
shares of Common Stock to make a book entry record showing
ownership for the shares of Restricted Stock in your name subject
to the terms and conditions of this Agreement. You shall be issued
an account statement acknowledging your ownership of the shares of
Restricted Stock.
If certificates are issued
evidencing the shares of Restricted Stock, the certificates for the
Restricted Stock shall be deposited in escrow with the Secretary of
the Company to be held in accordance with the provisions of this
paragraph. Each deposited certificate shall be accompanied by a
duly executed Assignment Separate from Certificate in the form
attached hereto as Exhibit A . The deposited certificates
shall remain in escrow until such time or times as the certificates
are to be released or otherwise surrendered for cancellation as
discussed below. Upon delivery of the certificates to the Company,
you shall be issued an instrument of deposit acknowledging the
number of shares of Stock delivered in escrow to the Secretary of
the Company.
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As your
interest in the shares vests, as described above, the certificates
for such vested shares shall be released from escrow and delivered
to you, at your request, within 30 days of their
vesting.
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Withholding
Taxes
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In the event
that the Company determines that any federal, state, local or
foreign tax or withholding payment is required relating
to
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