EXHIBIT
10.26




UNDER ARMOUR, INC.


 


DEFERRED COMPENSATION PLAN


 


FOR KEY EMPLOYEES


 


Effective                             ,
2005


 





















 


UNDER ARMOUR, INC.


DEFERRED
COMPENSATION PLAN

FOR KEY EMPLOYEES


 


Effective
                          ,
2005


 


Purpose


 


The purpose of the
Plan is to provide specified benefits to a select group of management or highly
compensated Employees who contribute materially to the continued growth,
development and future business success of Under Armour, Inc. and its
subsidiaries, if any, that sponsor the Plan. 
This Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.


 


ARTICLE 1

Definitions


 


1.01                           For
purposes of the Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the meanings indicated:


 


“Amended Annual
Election Form” shall mean the Amended Annual Election Form required by the
Committee to be signed and submitted by a Participant to effect a permitted
change in the elections previously made by the Participant under any Annual
Election Form.


 


“Amended
Distribution Election Form” shall mean the Amended Distribution Election Form
required by the Committee to be signed and submitted by a Participant to effect
a permitted change in the Distribution Election previously made by the
Participant under any Distribution Election Form.


 


“Annual Deferral
Account” shall mean a Participant’s Annual Participant Deferral for a Plan
Year, as adjusted to reflect all applicable Investment Adjustments and all
prior withdrawals and distributions in accordance with Article 3 and the
provisions of the applicable Enrollment Forms.


 


“Annual Election
Form” shall mean the Annual Election Form required by the Committee to be
signed and submitted by a Participant in connection with the Participant’s
deferral election with respect to a given Plan Year.


 


“Annual
Participant Deferral” shall mean the aggregate amount deferred by a Participant
in respect of a particular Plan Year under Section 3.01.


 


“Base Annual
Salary” shall mean the annual base salary payable to a Participant by an
Employer in cash in respect of services rendered during a Plan Year, including
any Elective Deductions, but excluding Bonus Amounts or other additional
incentives or awards payable to the Participant.


 





















 


“Beneficiary” shall
mean one or more persons, trusts, estates or other entities, designated in
accordance with Article 10, that are entitled to receive the balance of a
Participant’s Annual Deferral Accounts under the Plan in the event of the
Participant’s death.


 


“Beneficiary
Designation Form” shall mean the Beneficiary Designation Form or Amended
Beneficiary Designation Form last signed and submitted by a Participant and
accepted by the Committee.


 


“Board” shall mean
the board of directors of the Company.


 


“Bonus Amounts”
shall mean amounts paid pursuant to the Company’s annual bonus plan then in
effect.


 


“Change in
Control” has the meaning set forth in the Under Armour, Inc. 2005 Omnibus
Long-Term Incentive Plan; provided, that notwithstanding anything
to the contrary therein, a Change in Control shall not be deemed to occur under
the Plan as a result of any event or transaction to the extent that treating
such event or transaction as a Change in Control under the Plan would cause any
tax to become due under Section 409A of the Code.


 


“Claimant” shall
have the meaning set forth in Section 13.1.


 


“Code” shall mean
the Internal Revenue Code of 1986, as it may be amended from time to time, and
all regulations, interpretations and administrative guidance issued thereunder.


 


“Committee” shall
mean the Compensation Committee of the Company or such other committee
designated by the Board to administer the Plan.


 


“Company” shall
mean Under Armour, Inc., a Maryland corporation, and any successor to all or
substantially all of its assets or business.


 


“Company Stock”
shall mean the common stock, par value $.0003 1/3 per share, of the Company.


 


“Disability” shall
have the meaning set forth in Section 409A of the Code.


 


“Disability
Benefit” shall mean the benefit set forth in Article 7.


 


“Distribution
Election” shall mean an election made in accordance with Section 5.01.


 


“Distribution
Election Form” shall mean the Distribution Election Form required by the
Committee to be signed and submitted by a Participant with respect to a
Distribution Election for a given Plan Year.


 


“Election Form”
shall mean, with respect to any Plan Account, the Annual Election Form or the
Amended Annual Election Form last signed and submitted by the Participant and
accepted by the Committee with respect to that Plan Account.


 


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“Elective
Deductions” shall mean the deductions made from a Participant’s Base Annual
Salary and Bonus Amounts for amounts voluntarily deferred or contributed by the
Participant pursuant to all qualified and non-qualified compensation deferral
plans, including, without limitation, amounts not included in the Participant’s
gross income under Code Sections 125, 132(f)(4), 402(e)(3) or 402(h),
provided, however, that all such amounts would have been payable in cash to the
Employee had there been no such plan.


 


“Employee” shall
mean a person who is an employee of any Employer, as determined by the
Committee in its sole discretion.


 


“Employer” shall
mean the Company or any of its subsidiaries (now in existence or hereafter
formed or acquired) that have been selected by the Board to participate in the
Plan and have adopted the Plan as a sponsor.


 


“Enrollment Forms”
shall mean, for any Plan Year, the Annual Election Form, the Distribution
Election Form, the Beneficiary Designation Form and any other forms or
documents which may be required of a Participant by the Committee, in its sole
discretion.


 


“ERISA” shall mean
the Employee Retirement Income Security Act of 1974, as it may be amended from
time to time.


 


“Investment
Adjustment” shall mean an adjustment made to the balance of any Plan Account in
accordance with Section 3.04 to reflect the performance of an Investment
Benchmark pursuant to which the value of the Plan Account is measured.


 


“Investment
Benchmark” shall mean a benchmark under the Plan from time to time by the
Committee for purposes of valuing Plan Accounts.


 


“Participant”
shall mean any eligible Employee (i) who is selected by the Committee to
participate in the Plan, (ii) who elects to participate in the Plan, (iii) who
signs the applicable Enrollment Forms, (iv) whose signed Enrollment Forms are
accepted by the Committee, (v) who commences participation in the Plan, and
(vi) whose participation in the Plan has not terminated.  A spouse or former spouse of a Participant
shall not be treated as a Participant in the Plan or have an account balance
under the Plan, even if he or she has an interest in the Participant’s benefits
under the Plan as a result of applicable law or property settlements resulting
from legal separation or divorce.


 


“Plan” shall mean
the Under Armour, Inc. 2005 Deferred Compensation Plan For Key Employees, which
shall be evidenced by this instrument and by each Enrollment Form, as they may
be amended from time to time.


 


“Plan Year” shall
mean the period beginning on January 1 of each year and ending December 31.


 


“Specified
Employee” shall mean a key employee (as defined for purposes of Section 409A of
the Code) of the Company or an Employer as of December 31st of a given
Plan Year and any person so identified shall be treated as a Specified Employee
for the 12-month period beginning on the first day of the fourth month
following such December 31st.


 


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“Survivor Benefit”
shall mean the benefit set forth in Article 6.


 


“Termination of
Employment” shall mean, with respect to a Participant, the termination of such
Participant’s employment with his or her Employer(s), voluntarily or
involuntarily, under circumstances that would constitute a “separation from
service” for purposes of Section 409A of the Code.


 


“Trust” shall mean
the trust established in accordance with Article 14.


 


“Unforeseeable
Financial Emergency” shall have the meaning set forth in Section 409A of the
Code, as determined in the sole discretion of the Committee.  In making its determination the Committee
shall be guided by the prevailing authorities applicable under the Code.


 


“Years of Service”
shall mean the total number of actual or deemed full Plan Years during which a
Participant has been continuously employed by one or more Employers.


 


ARTICLE 2

Eligibility, Selection, Enrollment


 


2.01                           Selection
by Committee.  Participation in the
Plan shall be limited to a select group of management or highly compensated Employees
of the Employers, as determined by the Committee in its sole discretion.  For each Plan Year, the Committee shall
select from that group, in its sole discretion, the Employees who shall be
eligible to make an Annual Participant Deferral in respect of that Plan
Year.  The Committee’s selection of an
Employee to make an Annual Participant Deferral in respect of a particular Plan
Year will not entitle that Employee to make an Annual Participant Deferral for
any subsequent Plan Year, unless the Employee is again selected by the
Committee to make an Annual Participant Deferral for such subsequent Plan Year.


 


2.02                           Enrollment
Requirements.  As a condition to
being eligible to make an Annual Participant Deferral for any Plan Year, each
selected Employee shall complete, execute and return to the Committee each of
the required Enrollment Forms no later than the last day of the immediately
preceding Plan Year (or such earlier date as the Committee may establish from
time to time).  Notwithstanding the
foregoing, (i) in the case of an Employee who first becomes eligible to
participate in the Plan during any Plan Year, such Employee shall complete,
execute and return to the Committee or its designee each of the required
Enrollment Forms no later than 30 days following the date on which such
Employee first becomes eligible to participate in the Plan (or such earlier
date as the Committee may establish from time to time) provided that such
Annual Participant Deferral shall apply only with respect to services performed
subsequent to the time such Enrollment Forms are accepted by the Committee and
(ii) in the case of any performance-based compensation (as such term is used in
Section 409A of the Code) based on services performed over a period of at least
12 months with respect to any Employee, the Enrollment Forms with respect to
such performance-based compensation must be filed no later than 6 months before
the end of the performance period (or such earlier date as the Committee may
establish from time to time).  In addition,
each selected Employee shall have on file with the Committee or its designee a
completed Beneficiary Designation Form prior to the date specified 


 


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by the Committee, and the Committee shall establish
from time to time such other enrollment requirements as it determines
necessary, in its sole discretion.


 


2.03                           Commencement
of Participation.  Provided an
Employee selected to make an Annual Participant Deferral in respect of a
particular Plan Year has met all enrollment requirements set forth in the Plan
and any other requirements imposed by the Committee, including signing and
submitting all Enrollment Forms to the Committee or its designee within the
specified time period, the Employee’s designated deferrals shall commence as of
the date established by the Committee in its sole discretion.  If an Employee fails to meet all such
requirements within the specified time period with respect to any Plan Year,
the Employee shall not be eligible to make any deferrals for that Plan Year.


 


2.04                           Subsequent
Elections.  The Enrollment Forms
submitted by a Participant in respect of a particular Plan Year will not be
effective with respect to any subsequent Plan Year, except that the Beneficiary
Designation Form on file with the Committee will remain effective for all
subsequent Plan Years unless and until an Amended Beneficiary Designation Form
is submitted.  If an Employee is selected
to participate in the Plan for a subsequent Plan Year and the required
Enrollment Forms are not timely delivered for the subsequent Plan Year, the
Participant shall not be eligible to make any deferrals with respect to such
subsequent Plan Year.


 


ARTICLE 3

Participant Deferrals, Commitments, Investment Adjustments, Taxes and Vesting


 


3.01                           Participant
Deferrals.


 


(a)  Deferral Election.  The Committee shall have sole discretion to
determine in respect of each Plan Year: 
(i) whether a Participant shall be eligible to make an Annual
Participant Deferral; (ii) the form(s) of compensation which may be the
subject of any Annual Participant Deferral; and (iii) any other terms and
conditions applicable to the Annual Participant Deferral.  To the extent permitted by the Committee and
subject to the terms and conditions provided by the Committee, a Participant
for a given Plan Year may make an election to defer the receipt of amounts
payable to the Participant in the form of Base Annual Salary and Bonus Amounts
for services rendered during that Plan Year. 
The Participant’s election shall be evidenced by an Annual Election Form
completed and submitted to the Committee in accordance with the procedures and
time frames as may be established by the Committee in its sole discretion.  The amounts deferred by a Participant in
respect of services rendered during a Plan Year shall be referred to
collectively as an Annual Participant Deferral and shall be credited to an
Annual Deferral Account established in the name of the Participant.  A separate Annual Deferral Account shall be
established and maintained for each Annual Participant Deferral.


 


(b) 
Minimum and Maximum Deferral.  The
Committee may from time to time designate a minimum and/or maximum deferral
amount applicable to Participants with respect to a given Plan Year.


 


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(c)  Deferral Designations.  A Participant may designate the amount of the
Annual Participant Deferral to be deducted from his or her Base Annual Salary
and/or Bonus Amounts as specified in the applicable Enrollment Forms for a
given Plan Year.


 


(i)                                     Base
Annual Salary.  The Enrollment Forms may
provide for deferrals to be expressed as a percentage of his or her Base Annual
Salary, a fixed dollar amount or a percentage of Base Salary up to a fixed
dollar amount, as determined by the Committee. 
Such amount shall be withheld from each regularly scheduled Base Annual
Salary payment in equal amounts.


 


(ii)                                  Bonus
Amounts.  The Enrollment Forms which may
provide for deferrals to be expressed as either a percentage or a fixed dollar
amount of specified Bonus Amounts expected by the Participant, as determined by
the Committee.  If a Participant
designates the Annual Participant Deferral to be deducted from any Bonus Amount
as a fixed dollar amount and such fixed dollar amount exceeds the Bonus Amount
actually payable to the Participant, the entire amount of such Bonus Amount
shall be withheld.


 


3.02                           Investment
Benchmarks.  The Committee shall
establish from time to time the Investment Benchmark or Benchmarks that will be
used under the Plan, including but not limited to:  (i) Company Stock or (ii) a fixed income
account paying interest at either the Company’s borrowing rate or a published
income index, as determined by the Committee. 
The Committee reserves the right to change the Investment Benchmarks
applied to amounts deferred under the Plan, prospectively or retroactively, at
any time without the prior consent or notice of the Participants in the Plan.


 


3.03                           Adjustment
of Annual Deferral Accounts.  While a
Participant’s Annual Deferral Accounts do not represent the Participant’s
ownership of, or any ownership interest in, any particular assets, the
Participant’s Annual Deferral Accounts shall be adjusted in accordance with the
Investment Benchmark(s), subject to the conditions and procedures set forth
herein or established by the Committee from time to time.  Any cash earnings generated under an
Investment Benchmark (such as interest and cash dividends and distributions)
shall, at the Committee’s sole discretion, either be deemed to be reinvested in
that Investment Benchmark or reinvested in one or more other Investment
Benchmark(s) designated by the Committee. 
All notional acquisitions and dispositions of Investment Benchmarks
under a Participant’s Annual Deferral Accounts shall be deemed to occur at such
times as the Committee shall determine to be administratively feasible in its
sole discretion and the Participant’s Annual Deferral Accounts shall be
adjusted accordingly.  In addition, a
Participant’s Annual Deferral Accounts may be adjusted from time to time, in
accordance with procedures and practices established by the Committee, in its
sole discretion, to reflect any notional transactional costs and other fees and
expenses relating to the deemed investment, disposition or carrying of any
Investment Benchmark for the Participant’s Annual Deferral Accounts.  Adjustments made in accordance herewith shall
be referred to as Investment Adjustments.


 


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3.04                           FICA
and Other Taxes.


 


(a)  Annual Deferral Amounts.  For each Plan Year in which an Annual
Participant Deferral is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Annual
Salary and/or Bonus Amounts that is not being deferred, in a manner determined
by the Employer(s), the Participant’s share of FICA and other employment
taxes.  If the Committee determines that
such portion may not be sufficient to cover the amount of the applicable
withholding, then the Committee may reduce the Annual Participant Deferral to
the extent necessary, as determined by the Committee in its sole discretion,
for the Participant’s Employer to comply with applicable withholding
requirements.


 


(b)  Distributions.  The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under the
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.


 


3.05                           Vesting.  The Participant shall be vested in all
amounts credited to his or her Annual Deferral Account as of the date such
amounts are credited to such Participant’s Account.


 


ARTICLE 4

Suspension of Deferrals


 


4.01                           Unforeseeable
Financial Emergencies.  If a
Participant experiences an Unforeseeable Financial Emergency, the Participant
may petition the Committee to suspend any deferrals required to be made by the
Participant.  A petition shall be made on
the form required by the Committee to be used for such request and shall
include all financial information requested by the Committee in order to made a
determination on such petition, as determined by the Committee in its sole
discretion.  The Committee shall
determine, in its sole discretion, whether to approve the Participant’s
petition.  If the petition for a
suspension is approved, suspension shall take effect upon the date of approval.


 


4.02                           Disability.  From and after the date that a Participant is
deemed have suffered a Disability, any standing deferral election of the
Participant shall automatically be suspended and no further deferrals shall be
made with respect to the Participant.


 


4.03                           Resumption
of Deferrals.  If deferrals by a
Participant have been suspended during a Plan Year due to an Unforeseeable
Financial Emergency or a Disability, the Participant will not be eligible to
make any further deferrals in respect of that Plan Year.  The Participant may be eligible to make
deferrals for subsequent Plan Years provided the Participant is selected to
make deferrals for such subsequent Plan Years and the Participant complies with
the election requirements under the Plan.


 


ARTICLE 5

Distribution of Plan Accounts


 


5.01                           General.  The balance of the Participant’s Plan
Accounts shall be distributed in a lump sum as soon as administratively
practicable after the date of the Participant’s Termination 


 


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of Employment (but no earlier than six months
following the date of Termination of Employment in respect of any Participant
who is a Specified Employee).


 


5.02                           Withdrawal
in the Event of an Unforeseeable Financial Emergency.  Subject to Section 5.03 in the event that a
Participant experiences an Unforeseeable Financial Emergency, the Participant
may petition the Committee to receive a partial or full payout of amounts
credited to one or more of the Participant’s Plan Accounts.  The Committee shall determine, in its sole
discretion, whether the requested payout shall be made, the amount of the
payout and the Annual Deferral Accounts from which the payout will be made;
provided, however, that the payout shall not exceed the lesser of the balance of
the Participant’s Annual Deferral Accounts or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution.  In making its determination under this
Section 5.02, the Committee shall be guided by the requirements of Section 409A
of the Code and any other related prevailing legal authorities and the
Committee shall take into account the extent to which a Participant’s
Unforeseeable Financial Emergency is or may be relieved through reimbursement
or compensation by insurance or otherwise or by the liquidation by the
Participant of his or her assets (to the extent the liquidation of such assets
would not itself cause severe financial hardship).  If, subject to the sole discretion of the
Committee, the petition for a payout is approved, the payout shall be made
within ninety (90) days of the date of approval.


 


5.03                           Valuation
of Annual Deferral Accounts Pending Distribution.  To the extent that the distribution of any
portion of any Plan Account is deferred, whether pursuant to the limitations
imposed under this Article 5 or for any other reason, any amounts remaining to
the credit of the Plan Account shall continue to be adjusted by the applicable
Investment Adjustments in accordance with Article 3.


 


5.04                           Payment
on a Change in Control. 
Nothwithstanding anything to the contrary set forth in a Participant’s
Annual Distribution Election Form or the Plan, upon the occurrence of a Change
in Control, the Company will distribute all previously undistributed Annual
Deferral Accounts to Participants (or their Beneficiaries, as the case may be).


 


5.05                           Form
of Payment.  All distributions under
the Plan shall be paid in cash.


 


ARTICLE 6

Survivor Benefit


 


6.01                           Survivor
Benefit.  Subject to Article 5, a
Participant’s Beneficiary shall receive a Survivor Benefit equal to the balance
of Participant’s Annual Deferral Accounts, if the Participant dies before he or
she has received a complete distribution of his or her Annual Deferral
Accounts.


 


6.02                           Payment
of Survivor Benefit.  The Survivor
Benefit shall be payable to the Beneficiary indicated on the Participant’s
Beneficiary Designation Form in a lump sum payment.  Subject to Article 5, the lump sum payment
will be made within ninety (90) days of the date on which the Committee is
notified in writing of the Participant’s death.


 


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ARTICLE 7

Disability Benefit


 


7.01                           Disability
Benefit.  Notwithstanding any
Distribution Election under Article 5, a Participant suffering a Disability
shall receive a Disability Benefit equal to the balance of his or her Annual
Deferral Accounts.  Subject to the terms
of Article 5, a Participant’s Disability Benefit shall be paid in a lump sum
within ninety (90) days of the Committee’s determination that the Participant
has  a Disability.


 


ARTICLE 8

Beneficiary Designation


 


8.01                           Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary
upon the death of a Participant.  The
Beneficiary designated under the Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.


 


8.02                           Beneficiary
Designation; Change.  A Participant
shall designate his or her Beneficiary by completing and signing a Beneficiary
Designation Form, and returning it to the Committee or its designated
agent.  A Participant shall have the
right to change a Beneficiary by completing, signing and submitting to the
Committee an Amended Beneficiary Designation Form in accordance with the
Committee’s rules and procedures, as in effect from time to time.  Upon the acceptance by the Committee of an
Amended Beneficiary Designation Form, all Beneficiary designations previously
filed shall be canceled.  The Committee
shall be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.


 


8.03                           Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received, accepted and acknowledged in
writing by the Committee or its designated agent.


 


8.04                           No
Beneficiary Designation.  If a
Participant fails to designate a Beneficiary as provided above or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s Aggregate Vested Benefit, then the
Participant’s designated Beneficiary shall be deemed to be his or her surviving
spouse.  If the Participant has no
surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the
Participant’s estate.


 


8.05                           Doubt
as to Beneficiary.  If the Committee
has any doubt as to the proper Beneficiary to receive payments pursuant to the
Plan, the Committee shall have the right, exercisable in its discretion, to
cause the Participant’s Employer to withhold such payments until this matter is
resolved to the Committee’s satisfaction.


 


8.06                           Discharge
of Obligations.  The payment of
benefits under the Plan to a Beneficiary shall fully and completely discharge
all Employers and the Committee from all further obligations under the Plan
with respect to the Participant, and each of the Participant’s Annual Election
Forms shall terminate upon such full payment of benefits.


 


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ARTICLE 9

Leave of Absence


 


9.01                           Paid
Leave of Absence.  If a Participant
is authorized by the Participant’s Employer for any reason to take a paid leave
of absence from the employment of the Employer, the Participant shall continue
to be considered employed by the Employer and the appropriate amounts shall
continue to be withheld from the Participant’s compensation pursuant to the
Participant’s then current Annual Election Form.


 


9.02                           Unpaid
Leave of Absence.  If a Participant
is authorized by the Participant’s Employer for any reason to take an unpaid
leave of absence from the employment of the Employer, the Participant shall
continue to be considered employed by the Employer and the Participant shall be
excused from making deferrals until the earlier of the date the leave of
absence expires or the Participant returns to a paid employment status.  Upon such expiration or return, deferrals
shall resume for the remaining portion of the Plan Year in which the expiration
or return occurs, based on the deferral election, if any, made for that Plan Year.  If no election was made for that Plan Year,
no deferral shall be withheld.


 


ARTICLE 10

Termination, Amendment or Modification


 


10.01                     Termination.  Although an Employer may anticipate that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to discontinue its sponsorship of the Plan and to
terminate the Plan, at any time, with respect to its participating Employees by
action of its board of directors.  In
addition, the Company may at any time terminate an Employer’s participation in
the Plan.  Upon the termination of the
Plan with respect to any Employer, subject to Section 5.03, all amounts
credited to each of the Plan Accounts of each affected Participant shall be
paid to the Participant or, in the case of the Participant’s death, to the
Participant’s Beneficiary, in a lump sum notwithstanding any elections made by
the Participant, and the Annual Election Forms relating to each of the
Participant’s Annual Deferral Accounts shall terminate upon full payment of the
balance of such Annual Deferral Accounts, except that neither the Company nor
any Employer shall have any right to so accelerate the payment of any amount to
the extent such right would cause the Plan to fail to comply with, or cause a
Participant or such Participant’s Beneficiary to be subject to a tax under, the
provisions of Section 409A of the Code.


 


10.02                     Amendment.
 The Company may, at any time, amend or
modify the Plan in whole or in part with respect to any or all Employers by the
actions of the Committee; provided, however, that (i) no amendment or
modification shall be effective to decrease the value of a Participant’s Annual
Deferral Account in existence at the time the amendment or modification is
made, calculated as if the Participant had experienced a Termination of
Employment as of the effective date of the amendment or modification and (ii)
except as specifically provided in Section 10.01, no amendment or modification
shall be made after a Change in Control which adversely affects the vesting,
calculation or payment of benefits hereunder or diminishes any other rights or
protections any Participant or Beneficiary would have had but for such
amendment or modification, unless each affected Participant or Beneficiary
consents in writing to such amendment.


 


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10.03                     Effect
of Payment.  The full payment of the
applicable benefit under the provisions of the Plan shall completely discharge
all obligations to a Participant and his or her designated Beneficiaries under
the Plan and each of the Participant’s Annual Election Forms shall terminate.


 


ARTICLE 11

Administration


 


11.01                     Committee
Duties.  This Plan shall be
administered by the Committee.  The
Committee shall also have the discretion and authority to (i) make, amend,
interpret, and enforce all appropriate rules and regulations for the
administration of the Plan and (ii) decide or resolve any and all questions
including interpretations of the Plan, as may arise in connection with the
Plan.  When making a determination or
calculation, the Committee shall be entitled to rely on information furnished
by a Participant or the Company.


 


11.02                     Agents.  In the administration of the Plan, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be
counsel to any Employer.


 


11.03                     Binding
Effect of Decisions.  The decision or
action of the Committee with respect to any question arising out of or in
connection with the administration, interpretation and application of the Plan
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.


 


11.04                     Indemnity
of Committee.  All Employers shall
indemnify and hold harmless the members of the Committee, and any Employee to
whom duties of the Committee may be delegated, against any and all claims,
losses, damages, expenses or liabilities arising from any action or failure to
act with respect to the Plan, except in the case of willful misconduct by the
Committee or any of its members or any such Employee.


 


11.05                     Employer
Information.  To enable the Committee
to perform its functions, each Employer shall supply full and timely
information to the Committee on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability, death
or Termination of Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.


 


ARTICLE 12

Other Benefits and Agreements


 


The benefits
provided for a Participant and Participant’s Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any other
plan or program for employees of the Participant’s Employer.  The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.


 


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ARTICLE 13

Claims Procedures


 


13.01                     Presentation
of Claim.  Any Participant or Beneficiary
of a deceased Participant (such Participant or Beneficiary being referred to
below as a “Claimant”) may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan.  If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within 60
days after such notice was received by the Claimant.  The claim must state with particularity the
determination desired by the Claimant. 
All other claims must be made within 180 days of the date on which the
event that caused the claim to arise occurred. 
The claim must state with particularity the determination desired by the
Claimant.


 


13.02                     Notification
of Decision.  The Committee shall
consider a Claimant’s claim within a reasonable time, and shall notify the
Claimant in writing:


 


(a)  that the Claimant’s
requested determination has been made, and that the claim has been allowed in
full; or


 


(b)  that the Committee has
reached a conclusion contrary, in whole or in part, to the Claimant’s requested
determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:


 


(i)                                     the
specific reason(s) for the denial of the claim, or any part of it;


 


(ii)                                  specific
reference(s) to pertinent provisions of the Plan upon which such denial was
based;


 


(iii)                               a
description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary; and


 


(iv)                              an
explanation of the claim review procedure set forth in Section 13.03 below.


 


13.03                     Review
of a Denied Claim.  Within 60 days
after receiving a notice from the Committee that a claim has been denied, in
whole or in part, a Claimant (or the Claimant’s duly authorized representative)
may file with the Committee a written request for a review of the denial of the
claim.  Thereafter, but not later than 30
days after the review procedure began, the Claimant (or the Claimant’s duly
authorized representative):


 


(a)  may review pertinent
documents;


 


(b)  may submit written comments
or other documents; and/or


 


(c)  may request a hearing, which
the Committee, in its sole discretion, may grant.


 


13.04                     Decision
on Review.  The Committee shall
render its decision on review promptly, and not later than 60 days after the
filing of a written request for review of the denial, unless a hearing is held
or other special circumstances require additional time, in which case the 


 


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Committee’s decision must be rendered within 120 days
after such date.  Such decision must be
written in a manner calculated to be understood by the Claimant, and it must
contain:


 


(a)  specific reasons for the
decision;


 


(b)  specific reference(s) to the
pertinent Plan provisions upon which the decision was based; and


 


(c)  such other matters as the
Committee deems relevant.


 


Arbitration. 
A Claimant’s compliance with the foregoing provisions of this Article 13
is a mandatory prerequisite to a Claimant’s right to commence any arbitration
with respect to any claim for benefits under the Plan.  Any and all claims that are not resolved to
the satisfaction of a Claimant under the above provisions of this Article 13
shall be subject to arbitration conducted in Maryland before a panel of three
(3) arbitrators in accordance with the Commercial Arbitration Rules of the
American Arbitration Association.  Unless
otherwise provided herein each party shall bear its own costs and expenses in
connection with such arbitration and the parties shall contribute equally the
arbitrators’ fees.  The arbitrators’
decision in any dispute shall be final and binding and shall not be subject to
appeal or judicial review.


 


ARTICLE 14

Trust


 


14.01                     Establishment
of the Trust.  The Company may
establish one or more Trusts to which the Employers may transfer such assets as
the Employers determine in their sole discretion to assist in meeting their
obligations under the Plan.


 


14.02                     Interrelationship
of the Plan and the Trust.  The
provisions of the Plan and the relevant Annual Election Forms shall govern the
rights of a Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the Employers to the
assets transferred to the Trust.


 


14.03                     Distributions
From the Trust.  Each Employer’s
obligations under the Plan may be satisfied with Trust assets distributed
pursuant to the terms of the Trust, and any such distribution shall reduce the
Employer’s obligations under this Agreement.


 


ARTICLE 15

Miscellaneous


 


15.01                     Status
of Plan.  The Plan is intended to be
(i) a plan that is not qualified within the meaning of Code Section 401(a) and
(ii) a plan that “is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employee” within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1).  The Plan shall
be administered and interpreted to the extent possible in a manner consistent
with that intent.  All Plan Accounts and
all credits and other adjustments to such Plan Accounts shall be bookkeeping
entries only and shall be utilized solely as a device for the measurement and
determination of amounts to be paid under the Plan.  No Plan Accounts, credits or other
adjustments under the Plan shall be interpreted as an indication that any
benefits 


 


13





















 


under the Plan are in any way funded.  In addition, the Committee shall use its
reasonable best efforts to interpret and administer the Plan in a manner that
satisfies the requirements of Section 409A of the Code.


 


15.02                     Unsecured
General Creditor.  In order to assist
in the administration of the Plan, the Employer in its discretion may establish
a trust, the assets of which, if any, will remain the property of the Employer
and will be subject to the claims of the Company’s creditors in the event of
bankruptcy or insolvency.  For purposes
of the payment of benefits under the Plan, any and all of an Employer’s assets,
whether or not held in a trust, shall be, and remain, the general, unpledged
unrestricted assets of the Employer.  An
Employer’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.


 


15.03                     Employer’s
Liability.  An Employer’s liability
for the payment of benefits shall be defined only by the Plan and the Annual
Election Form, as entered into between the Employer and a Participant.  An Employer shall have no obligation to a
Participant under the Plan except as expressly provided in the Plan and his or
her Annual Election Form.


 


15.04                     Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.


 


15.05                     Not
a Contract of Employment.  The terms
and conditions of the Plan and the Annual Election Form under the Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, except as otherwise provided in a written employment
agreement.  Nothing in the Plan or any
Annual Election Form shall be deemed to give a Participant the right to be
retained in the service of any Employer as an Employee or to interfere with the
right of any Employer to discipline or discharge the Participant at any time.


 


15.06                     Furnishing
Information.  A Participant or his or
her Beneficiary will cooperate with the Committee by furnishing any and all
information requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such
physical examinations as the Committee may deem necessary.


 


15.07                     Terms.  Whenever any words are used herein in the
masculine, they shall be construed as though they were in the feminine in all
cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as 


 


14





















 


though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply.


 


15.08                     Captions.  The captions of the articles, sections and
paragraphs of the Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.


 


15.09                     Governing
Law.  Subject to ERISA, the
provisions of the Plan shall be construed and interpreted according to the
internal laws of the State of New York without regard to its conflicts of laws
principles.


 


15.10                     Notice.  Any notice or filing required or permitted to
be given to the Committee under the Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below:


 


Under Armour, Inc.


1020 Hull Street, 3rd
Floor


Baltimore, Maryland  21230


 


Attn:  General
Counsel


 


Such notice shall
be deemed given as of the date of delivery or, if delivery is made by mail, as
of the date shown on the postmark or the receipt for registration or
certification.


 


Any notice or
filing required or permitted to be given to a Participant under the Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last
known address of the Participant.


 


15.11                     Successors.  The provisions of the Plan shall bind and
inure to the benefit of the Participant’s Employer and its successors and assigns
and the Participant and the Participant’s designated Beneficiaries.


 


15.12                     Spouse’s
Interest.  The interest in the
benefits hereunder of a spouse of a Participant who has predeceased the
Participant shall automatically pass to the Participant and shall not be
transferable by such spouse in any manner, including but not limited to such
spouse’s will, nor shall such interest pass under the laws of intestate
succession.


 


15.13                     Validity.  In case any provision of the Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but the Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein.


 


15.14                     Incompetent.  If the Committee determines in its discretion
that a benefit under the Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person’s property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of such
minor, incompetent or incapable person. 
The Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit shall
be a payment for the account of the Participant and the Participant’s 


 


15





















 


Beneficiary, as the case may be, and shall be a
complete discharge of any liability under the Plan for such payment amount.


 


15.15                     Distribution
in the Event of Taxation.  If, for
any reason, all or any portion of a Participant’s benefit under the Plan
becomes taxable to the Participant prior to receipt, a Participant may petition
the Committee before a Change in Control, or the trustee of the Trust after a
Change in Control, for a distribution of that portion of his or her benefit
that has become taxable.  Upon the grant
of such a petition, which grant shall not be unreasonably withheld, a
Participant’s Employer shall distribute to the Participant immediately
available funds in an amount equal to the taxable portion of his or her benefit
(which amount shall not exceed a Participant’s unpaid Aggregate Vested Balance
under the Plan).  If the petition is
granted, the tax liability distribution shall be made within 90 days of the
date when the Participant’s petition is granted.  Such a distribution shall affect and reduce
the benefits to be paid under the Plan.


 


15.16                     Insurance.  The Employers, on their own behalf or on
behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. 
The Employers or the trustee of the Trust, as the case may be, shall be
the sole owner and beneficiary of any such insurance.  The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the Employers
shall submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.


 


IN WITNESS
WHEREOF, the Company has signed the Plan document as of                     ,
2005.


 


	
   

  	
  Under Armour,
  Inc.

  
	
   

  	
  a Maryland corporation

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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