Exhibit 10.01


 










 


UNDER ARMOUR, INC.


 


2005 OMNIBUS LONG-TERM INCENTIVE PLAN


 










 





















 


TABLE OF CONTENTS


 


	
  1.

  	
  PURPOSE

  	
   

  
	
  2.

  	
  DEFINITIONS

  	
   

  
	
  3.

  	
  ADMINISTRATION
  OF THE PLAN

  	
   

  
	
   

  	
  3.1.

  	
  General

  	
   

  
	
   

  	
  3.2.

  	
  Deferral Arrangement

  	
   

  
	
   

  	
  3.3.

  	
  No Liability

  	
   

  
	
   

  	
  3.4.

  	
  Book Entry

  	
   

  
	
  4.

  	
  STOCK SUBJECT TO
  THE PLAN

  	
   

  
	
  5.

  	
  EFFECTIVE
  DATE, DURATION AND AMENDMENTS

  	
   

  
	
   

  	
  5.1.

  	
  Term

  	
   

  
	
   

  	
  5.2.

  	
  Amendment and Termination of
  the Plan

  	
   

  
	
  6.

  	
  AWARD
  ELIGIBILITY AND LIMITATIONS

  	
   

  
	
   

  	
  6.1.

  	
  Service Providers and Other
  Persons

  	
   

  
	
   

  	
  6.2.

  	
  Successive Awards

  	
   

  
	
   

  	
  6.3.

  	
  Stand-Alone, Additional,
  Tandem, and Substitute Awards

  	
   

  
	
  7.

  	
  AWARD AGREEMENT

  	
   

  
	
  8.

  	
  TERMS AND
  CONDITIONS OF OPTIONS

  	
   

  
	
   

  	
  8.1.

  	
  Option Price

  	
   

  
	
   

  	
  8.2.

  	
  Vesting

  	
   

  
	
   

  	
  8.3.

  	
  Term

  	
   

  
	
   

  	
  8.4.

  	
  Termination of Service

  	
   

  
	
   

  	
  8.5.

  	
  Limitations on Exercise of
  Option

  	
   

  
	
   

  	
  8.6.

  	
  Method of Exercise

  	
   

  
	
   

  	
  8.7.

  	
  Rights of Holders of Options

  	
   

  
	
   

  	
  8.8.

  	
  Delivery of Stock
  Certificates

  	
   

  
	
   

  	
  8.9.

  	
  Transferability of Options

  	
   

  
	
   

  	
  8.10.

  	
  Family Transfers

  	
   

  
	
   

  	
  8.11.

  	
  Limitations on Incentive
  Stock Options

  	
   

  
	
  9.

  	
  TERMS
  AND CONDITIONS OF STOCK APPRECIATION RIGHTS

  	
   

  
	
   

  	
  9.1.

  	
  Right to Payment

  	
   

  
	
   

  	
  9.2.

  	
  Other Terms

  	
   

  
	
  10.

  	
  TERMS
  AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS

  	
   

  
	
   

  	
  10.1.

  	
  Restrictions

  	
   

  
	
   

  	
  10.2.

  	
  Restricted Stock Certificates

  	
   

  
	
   

  	
  10.3.

  	
  Rights of Holders of
  Restricted Stock

  	
   

  
	
   

  	
  10.4.

  	
  Rights of Holders of
  Restricted Stock Units

  	
   

  
	
   

  	
   

  	
  10.4.1.

  	
  Voting and Dividend Rights

  	
   

  
	
   

  	
   

  	
  10.4.2.

  	
  Creditor’s Rights

  	
   

  
	
   

  	
  10.5.

  	
  Termination of Service

  	
   

  
	
   

  	
  10.6.

  	
  Purchase of Restricted Stock

  	
   

  



 


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  10.7.

  	
  Delivery of Stock

  	
   

  
	
  11.

  	
  TERMS
  AND CONDITIONS OF UNRESTRICTED STOCK AWARDS

  	
   

  
	
  12.

  	
  FORM OF
  PAYMENT FOR OPTIONS AND RESTRICTED STOCK

  	
   

  
	
   

  	
  12.1.

  	
  General Rule

  	
   

  
	
   

  	
  12.2.

  	
  Surrender of Stock

  	
   

  
	
   

  	
  12.3.

  	
  Cashless Exercise

  	
   

  
	
   

  	
  12.4.

  	
  Other Forms of Payment

  	
   

  
	
  13.

  	
  TERMS
  AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

  	
   

  
	
   

  	
  13.1.

  	
  Dividend Equivalent Rights

  	
   

  
	
   

  	
  13.2.

  	
  Termination of Service

  	
   

  
	
  14.

  	
  TERMS
  AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE AWARDS

  	
   

  
	
   

  	
  14.1.

  	
  Performance Conditions

  	
   

  
	
   

  	
  14.2.

  	
  Performance or Annual
  Incentive Awards Granted to Designated Covered Employees

  	
   

  
	
   

  	
   

  	
  14.2.1.

  	
  Performance Goals Generally

  	
   

  
	
   

  	
   

  	
  14.2.2.

  	
  Business Criteria

  	
   

  
	
   

  	
   

  	
  14.2.3.

  	
  Timing for Establishing
  Performance Goals

  	
   

  
	
   

  	
   

  	
  14.2.4.

  	
  Settlement of Performance or
  Annual Incentive Awards; Other Terms

  	
   

  
	
   

  	
  14.3.

  	
  Written Determinations

  	
   

  
	
   

  	
  14.4.

  	
  Status of Section 14.2
  Awards Under Code Section 162(m)

  	
   

  
	
  15.

  	
  REQUIREMENTS OF LAW

  	
   

  
	
   

  	
  15.1.

  	
  General

  	
   

  
	
   

  	
  15.2.

  	
  Rule 16b-3

  	
   

  
	
  16.

  	
  EFFECT
  OF CHANGES IN CAPITALIZATION

  	
   

  
	
   

  	
  16.1.

  	
  Changes in Stock

  	
   

  
	
   

  	
  16.2.

  	
  Definition of Change in
  Control

  	
   

  
	
   

  	
  16.3.

  	
  Effect of Change of Change in
  Control

  	
   

  
	
   

  	
  16.4.

  	
  Reorganization Which Does
  Not Constitute a Change in Control

  	
   

  
	
   

  	
  16.5.

  	
  Adjustments

  	
   

  
	
   

  	
  16.6.

  	
  No Limitations on Company

  	
   

  
	
  17.

  	
  GENERAL PROVISIONS

  	
   

  
	
   

  	
  17.1.

  	
  Disclaimer of Rights

  	
   

  
	
   

  	
  17.2.

  	
  Nonexclusivity of the Plan

  	
   

  
	
   

  	
  17.3.

  	
  Withholding Taxes

  	
   

  
	
   

  	
  17.4.

  	
  Captions

  	
   

  
	
   

  	
  17.5.

  	
  Other Provisions

  	
   

  
	
   

  	
  17.6.

  	
  Number and Gender

  	
   

  
	
   

  	
  17.7.

  	
  Severability

  	
   

  
	
   

  	
  17.8.

  	
  Governing Law

  	
   

  
	
   

  	
  17.9.

  	
  Section 409A

  	
   

  
	
   

  	
   

  	
  17.9.1.

  	
  Short-Term Deferrals

  	
   

  
	
   

  	
   

  	
  17.9.2.

  	
  Adjustments

  	
   

  



 


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UNDER ARMOUR, INC.


 


2005 OMNIBUS LONG-TERM INCENTIVE PLAN


 


Under Armour, Inc., a Maryland corporation (the “Company”),
sets forth herein the terms of its 2005 Omnibus Long-Term Incentive Plan (the “Plan”),
as follows:


 


1.             PURPOSE


 


The Plan is intended to enhance the Company’s and its Affiliates’ (as
defined herein) ability to attract and retain highly qualified officers,
directors, key employees, and other persons, and to motivate such officers, directors,
key employees, and other persons to serve the Company and its Affiliates and to
expend maximum effort to improve the business results and earnings of the
Company, by providing to such persons an opportunity to acquire or increase a
direct proprietary interest in the operations and future success of the
Company.  To this end, the Plan provides
for the grant of stock options, stock appreciation rights, restricted stock,
restricted stock units, unrestricted stock, dividend equivalent rights and cash
awards.  Any of these awards may, but
need not, be made as performance incentives to reward attainment of annual or
long-term performance goals in accordance with the terms hereof.  Stock options granted under the Plan may be
non-qualified stock options or incentive stock options, as provided herein.


 


2.             DEFINITIONS


 


For purposes of interpreting the Plan and related documents (including
Award Agreements), the following definitions shall apply:


 


2.1           “Affiliate” means any company or other trade or
business that “controls,” is “controlled by” or is “under common control” with
the Company within the meaning of Rule 405 of Regulation C under the
Securities Act, including, without limitation, any Subsidiary.


 


2.2           “Annual Incentive Award” means an Award
made subject to attainment of performance goals (as described in Section 14) over a performance period of a duration as
specified by the Committee).


 


2.3           “Award” means a grant of an Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Unrestricted
Stock, Dividend Equivalent Rights, or cash award under
the Plan.


 


2.4           “Award Agreement” means the written agreement between
the Company and a Grantee that evidences and sets out the terms and conditions
of an Award.


 


2.5           “Board” means the Board of Directors of the
Company.


 





















 


2.6           “Cause” means, as determined by the
Board and unless otherwise provided in an applicable agreement with the Company
or an Affiliate at or before the Grant Date, (i) gross negligence or
willful misconduct in connection with the performance of duties; (ii) conviction
of a criminal offense (other than minor traffic offenses); or (iii) material
breach of any term of any employment, consulting or other services,
confidentiality, intellectual property or non-competition agreements, if any,
between the Service Provider and the Company or an Affiliate.


 


2.7           “Change in Control” shall have the meaning set forth in Section 16.2.


 


2.8           “Code” means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended.


 


2.9           “Committee” means the Compensation Committee of the Board, or such other
committee as determined by the Board.


 


2.10         “Company”
means Under Armour, Inc.


 


2.11         “Covered Employee”
means a Grantee who is a “covered employee” within the meaning of Section 162(m)(3) of the Code as qualified by Section 14.4 herein.


 


2.12         “Disability”
means the Grantee is unable to perform each of the essential duties of such
Grantee’s position by reason of a medically determinable physical or mental
impairment which is potentially permanent in character or which can be expected
to last for a continuous period of not less than 12 months; provided, however,
that, with respect to rules regarding expiration of an Incentive Stock
Option following termination of the Grantee’s Service, Disability shall mean
the Grantee is unable to engage in any substantial gainful activity by reason
of a medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months.


 


2.13         “Dividend Equivalent Right” means a right, granted to a Grantee under Section 13
hereof, to receive cash, Stock, other Awards or other property equal in value
to dividends paid with respect to a specified number of shares of Stock, or
other periodic payments.


 


2.14         “Effective Date” means
           
        , 2005, the effective date of
the Company’s Initial Public Offering.


 


2.15         “Exchange Act” means the Securities Exchange Act of 1934, as now
in effect or as hereafter amended.


 


2.16         “Fair Market Value” means the value of a share of Stock, determined as
follows:  if on the Grant Date the Stock
is listed on an established national or regional stock exchange, is admitted to
quotation on The Nasdaq Stock Market, Inc. or is publicly traded on an
established securities market, the Fair Market Value of a share of Stock shall
be the closing price of the Stock on such exchange or in such market (if there
is more than one such exchange or market the Committee shall determine the appropriate
exchange or


 


2





















 


market) on the
Grant Date or (or if there is no such reported closing price, the Fair Market
Value shall be the mean between the highest bid and lowest asked prices or
between the high and low sale prices on such trading day) or, if no sale of
Stock is reported for such trading day, on the next preceding day on which any
sale shall have been reported.  If the
Stock is not listed on such an exchange, quoted on such system or traded on such
a market, Fair Market Value shall be the value of the Stock as determined by
the Committee in good faith using a reasonable valuation method in accordance
with Section 409A of the Code.


 


2.17         “Family Member”
means a person who is a spouse, former spouse, child, stepchild, grandchild,
parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law,
including adoptive relationships, of the applicable individual, any person
sharing the applicable individual’s
household (other than a tenant or employee), a trust in which any one or more
of these persons have more than fifty percent of the beneficial interest, a
foundation in which any one or more of these persons (or the applicable
individual) control the management of assets, and any other entity in which one
or more of these persons (or the applicable individual) own more than fifty
percent of the voting interests.


 


2.18         “Grant Date” means, as determined by the Committee, the latest
to occur of (i) the date as of which the Committee approves an Award, (ii) the
date on which the recipient of an Award first becomes eligible to receive an
Award under Section 6 hereof, or (iii) such other date as may be
specified by the Committee in the Award Agreement.


 


2.19         “Grantee” means a person who receives or holds an Award
under the Plan.


 


2.20         “Incentive Stock Option” means an “incentive stock option” within the
meaning of Section 422 of the Code, or the corresponding provision of any
subsequently enacted tax statute, as amended from time to time.


 


2.21         “Non-qualified Stock Option” means an Option that is not an Incentive Stock
Option.


 


2.22         “Option” means an option to purchase one or more shares of
Stock pursuant to the Plan.


 


2.23         “Option Price” means the exercise price for each share of Stock
subject to an Option.


 


2.24         “Outside Director” means a member of the Board who is not an officer
or employee of the Company or an Affiliate.


 


2.25         “Performance Award” means an Award made subject to the attainment of
performance goals (as described in Section 14) over a performance period of up to ten (10) years.


 


2.26         “Plan” means this the Under Armour, Inc. 2005
Omnibus Long-Term Incentive Plan.


 


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2.27         “Purchase Price” means the purchase price for each share of Stock
pursuant to a grant of Restricted Stock or Unrestricted Stock.


 


2.28         “Reporting Person” means a person who is required to file reports
under Section 16(a) of the Exchange Act.


 


2.29         “Restricted Stock” means shares of Stock, awarded to a Grantee
pursuant to Section 10 hereof.


 


2.30         “Restricted Stock Unit” means
a bookkeeping entry representing the equivalent of shares of Stock, awarded to
a Grantee pursuant to Section 10
hereof.


 


2.31         “SAR Exercise Price” means the per share exercise price of an SAR
granted to a Grantee under Section 9 hereof.


 


2.32         “Section 409A” shall mean Section 409A of the Code and the
regulations promulgated thereunder.


 


2.33         “Securities Act” means the Securities Act of 1933, as now in effect
or as hereafter amended.


 


2.34        “Service” means service as a Service Provider to the Company
or an Affiliate.  Unless otherwise stated
in the applicable Award Agreement, a Grantee’s change in position or duties
shall not result in interrupted or terminated Service, so long as such Grantee
continues to be a Service Provider to the Company or an Affiliate.  Subject to the preceding sentence, whether a
termination of Service shall have occurred for purposes of the Plan shall be
determined by the Committee, which determination shall be final, binding and
conclusive; provided if any Award governed by Section 409A is to be
distributed on a termination of Service, then the definition of Service for
such purposes shall comply with the definition provided in Section 409A.


 


2.35         “Service Provider” means an employee, officer or
director of the Company or an Affiliate, or a consultant or adviser currently
providing services to the Company or an Affiliate.


 


2.36         “Stock” means the class A common stock, par
value $.0003 1/3 per share, of the Company.


 


2.37         “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9
hereof.


 


2.38         “Subsidiary” means any “subsidiary corporation”
of the Company within the meaning of Section 424(f) of the Code.


 


2.39         “Termination Date” means the date upon which an Option
shall terminate or expire, as set forth in Section 8.3 hereof.


 


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2.40         “Ten Percent Stockholder” means an individual who owns more
than ten percent (10%) of the total combined voting power of all classes of
outstanding stock of the Company, its parent or any of its Subsidiaries.  In determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be applied.


 


2.41         “Unrestricted Stock” means an Award pursuant to Section 11 hereof.


 


3.             ADMINISTRATION
OF THE PLAN


 


3.1.         General.


 


The Committee shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s
certificate of incorporation and bylaws and applicable law.  The Committee shall have full power and
authority to take all actions and to make all determinations required or
provided for under the Plan, any Award or any Award Agreement, and shall have full
power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Committee deems to be necessary or appropriate to the
administration of the Plan.  The
interpretation and construction by the Committee of any provision of the Plan,
any Award or any Award Agreement shall be final, binding and conclusive.  Without limitation, the Committee, shall have
full and final authority, subject to the other terms and conditions of the
Plan, to:


 


(i)            designate
Grantees,


 


(ii)           determine
the type or types of Awards to be made to a Grantee,


 


(iii)          determine
the number of shares of Stock to be subject to an Award,


 


(iv)          establish
the terms and conditions of each Award (including, but not limited to, the
Option Price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise,
transfer, or forfeiture of an Award or the shares of Stock subject thereto, and
any terms or conditions that may be necessary to qualify Options as Incentive
Stock Options),


 


(v)           prescribe
the form of each Award Agreement, and


 


(vi)          amend,
modify, or supplement the terms of any outstanding Award including the
authority, in order to effectuate the purposes of the Plan, to modify Awards to
foreign nationals or are individuals who are employed outside the
United States to recognize differences in local law, tax policy, or
custom.


 


Notwithstanding the foregoing, no amendment or modification
may be made to an outstanding Option or SAR that (i) that causes the
Option or SAR to become subject to Section 409A, (ii) reduces the
Option Price or SAR Exercise Price, either by lowering the Option Price or SAR
Exercise Price or by canceling the outstanding Option or SAR and granting a
replacement Option or SAR with a lower Option Price or SAR Exercise Price or


 


5





















 


(iii) would be treated as a repricing under the rules of
The Nasdaq Stock Market, Inc. or
the otherwise applicable stock exchange without the approval of the
stockholders of the Company, provided, that, appropriate adjustments may be
made to outstanding Options and SARs pursuant to Section 16.


 


The Company may retain the right in an Award Agreement
to cause a forfeiture of the gain realized by a Grantee on account of actions
taken by the Grantee in violation or breach of or in conflict with any
employment agreement, non-competition agreement, any agreement prohibiting
solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to
the Company or any Affiliate thereof or
otherwise in competition with the Company or any Affiliate thereof, to the
extent specified in such Award Agreement applicable to the Grantee.  Furthermore, the Company may annul an Award
if the Grantee is an employee of the Company or an Affiliate thereof and is
terminated for Cause as defined in the applicable Award Agreement or the Plan,
as applicable. The grant of any Award shall be contingent upon the Grantee
executing the appropriate Award Agreement.


 


3.2.         Deferral
Arrangement.


 


The Committee may permit or require the deferral of
any Award payment into a deferred compensation arrangement, subject to such rules and
procedures as it may establish and in accordance with Section 409A, which
may include provisions for the payment or crediting of interest or dividend
equivalents, including converting such credits into deferred Stock equivalents
and restricting deferrals to comply with hardship distribution
rules affecting 401(k) plans.


 


3.3.         No Liability.


 


No member of the Board or of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan, any Award or Award Agreement.


 


3.4.         Book Entry.


 


Notwithstanding any other provision of this Plan to
the contrary, the Company may elect to satisfy any requirement under this Plan
for the delivery of stock certificates through the use of book-entry.


 


4.             STOCK
SUBJECT TO THE PLAN


 


Subject to adjustment as provided in Section 16 hereof, the maximum number of shares of
Stock available for issuance under the Plan shall be 2.7 million.  All such
shares of Stock available for issuance under the Plan shall be available for
issuance pursuant to Incentive Stock Options.  Stock issued or to be issued under the Plan
shall be authorized but unissued shares; or, to the extent permitted by
applicable law, issued shares that have been reacquired by the Company.


 


6





















 


The Committee may adopt reasonable counting procedures
to ensure appropriate counting, avoid double counting (as, for example, in the
case of tandem or substitute awards) and make adjustments in accordance with
this Section 4.  If the Option Price of any Option granted
under the Plan, or if pursuant to Section 17.3 the
withholding obligation of any Grantee with respect to an Option or other Award,
is satisfied by tendering shares of Stock to the Company (by either actual
delivery or by attestation) or by withholding shares of Stock, the number of
shares of Stock issued net of the shares of Stock tendered or withheld shall be
deemed delivered for purposes of determining the maximum number of shares of
Stock available for delivery under the Plan. 
To the extent that an Award under the Plan is canceled, expired,
forfeited, settled in cash, settled by issuance of fewer shares than the number
underlying the Award, or otherwise terminated without delivery of shares to the
Grantee, the shares retained by or returned to the Company will be available
under the Plan; and shares that are withheld from such an Award or separately
surrendered by the Grantee in payment of any exercise price or taxes relating
to such an Award shall be deemed to constitute shares not delivered to the
Grantee and will be available under the Plan. 
In addition, in the case of any Award granted in assumption of or in
substitution for an award of a company or business acquired by the Company or a
subsidiary or affiliate or with which the Company or a subsidiary or affiliate
combines, shares issued or issuable in connection with such substitute Award
shall not be counted against the number of shares reserved under the Plan.


 


5.             EFFECTIVE
DATE, DURATION AND AMENDMENTS


 


5.1.         Term.


 


The Plan shall be effective as of the Effective Date
and shall terminate automatically as of the first meeting of stockholders at
which directors are to be elected that occurs after the close of the third
calendar year following the calendar year in which the initial public offering
occurs unless the Plan is approved by the stockholders of the Company prior to
such meeting but subsequent to the Effective Date.  In the event that the Plan is approved by the
stockholders during the time prescribed in the preceding sentence, then the
Plan shall terminate automatically on the ten (10) year anniversary of the
Effective Date and may be terminated on any earlier date as provided in Section 5.2.


 


5.2.         Amendment
and Termination of the Plan.


 


The Board may, at any time and from time to time,
amend, suspend, or terminate the Plan as to any Awards which have not been
made.  An amendment shall be contingent
on approval of the Company’s stockholders to the extent stated by the Board, required
by applicable law or required by applicable stock exchange listing
requirements.  No Awards shall be made
after termination of the Plan.  No
amendment, suspension, or termination of the Plan shall, without the consent of
the Grantee, impair rights or obligations under any Award theretofore awarded.


 


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6.             AWARD
ELIGIBILITY AND LIMITATIONS


 


6.1.         Service
Providers and Other Persons.


 


Subject to this Section 6,
Awards may be made to: (i) any Service Provider, including any Service
Provider who is an officer or director of the Company or of any Affiliate, as
the Committee shall determine and designate from time to time, (ii) any
Outside Director, and (iii) any other individual whose participation in
the Plan is determined to be in the best interests of the Company by the
Committee.


 


6.2.         Successive Awards.


 


An eligible person may receive more than one Award,
subject to such restrictions as are provided herein.


 


6.3.         Stand-Alone,
Additional, Tandem, and Substitute Awards.


 


Awards may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award or any award granted under another plan of the
Company, any Affiliate, or any business entity to be acquired by the Company or
an Affiliate, or any other right of a Grantee to receive payment from the
Company or any Affiliate.  Such
additional, tandem, and substitute or exchange Awards may be granted at any
time.  If an Award is granted in
substitution or exchange for another Award, the Committee shall have the right
to require the surrender of such other Award in consideration for the grant of
the new Award.  The Board shall have the
right, in its discretion, to make Awards in substitution or exchange for any
other award under another plan of the Company, any Affiliate, or any business
entity to be acquired by the Company or an Affiliate.  In addition, Awards may be granted in lieu of
cash compensation, including in lieu of cash amounts payable under other plans
of the Company or any Affiliate, in which the value of Stock subject to the
Award is equivalent in value to the cash compensation (for example, Restricted
Stock Units or Restricted Stock).


 


7.             AWARD
AGREEMENT


 


Each Award shall be evidenced by an Award Agreement,
in such form or forms as the Committee shall from time to time determine.  Award Agreements granted from time to time or
at the same time need not contain similar provisions but shall be consistent
with the terms of the Plan.  Each Award
Agreement evidencing an Award of Options shall specify whether such Options are
intended to be Non-qualified Stock Options or Incentive Stock Options, and in
the absence of such specification such options shall be deemed Non-qualified
Stock Options.


 


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8.             TERMS
AND CONDITIONS OF OPTIONS


 


8.1.         Option Price.


 


The Option Price of each Option shall be fixed by the
Committee and stated in the related Award Agreement.  The Option Price of each Option shall be at
least the Fair Market Value on the Grant Date of a share of Stock; provided,
however, that (a) in the event that a Grantee is a Ten Percent
Stockholder as of the Grant Date, the Option Price of an Option granted to such
Grantee that is intended to be an Incentive Stock Option shall be not less than
110 percent of the Fair Market Value of a share of Stock on the Grant Date, and
(b) with respect to Awards made in substitution for or in exchange for
awards made by an entity acquired by the Company or an Affiliate, the Option
Price does not need to be at least the Fair Market Value on the Grant
Date.  In no case shall the Option Price
of any Option be less than the par value of a share of Stock.


 


8.2.         Vesting.


 


Subject to Section 8.3 hereof,
each Option shall become exercisable at such times and under such conditions as
shall be determined by the Committee and stated in the Award Agreement.  For purposes of this Section 8.2,
fractional numbers of shares of Stock subject to an Option shall be rounded
down to the next nearest whole number.


 


8.3.         Term.


 


Each Option shall terminate, and all rights to
purchase shares of Stock thereunder shall cease, upon the expiration of ten
years from the Grant Date, or under such circumstances and on such date prior
thereto as is set forth in the Plan or as may be fixed by the Committee and
stated in the related Award Agreement (the “Termination Date”); provided,
however, that in the event that the Grantee is a Ten Percent
Stockholder, an Option granted to such Grantee that is intended to be an
Incentive Stock Option at the Grant Date shall not be exercisable after the
expiration of five years from its Grant Date.


 


8.4.         Termination
of Service.


 


Each Award Agreement at the Grant Date shall set forth
the extent to which the Grantee shall have the right to exercise the Option
following termination of the Grantee’s Service. 
Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued, and may reflect
distinctions based on the reasons for termination of Service.


 


8.5.         Limitations
on Exercise of Option.


 


Notwithstanding any other provision of the Plan, in no
event may any Option be exercised, in whole or in part, (i) prior to the
date the Plan is approved by the stockholders of the Company as provided herein
or (ii) after the occurrence of an event referred to in Section 16 hereof which results in termination of the
Option.


 


9





















 


8.6.         Method of Exercise.


 


An Option that is exercisable may be exercised by the
Grantee’s delivery to the Company of written notice of exercise on any business
day, at the Company’s principal office, on the form specified by the
Company.  Such notice shall specify the
number of shares of Stock with respect to which the Option is being exercised
and shall be accompanied by payment in full of the Option Price of the shares
for which the Option is being exercised plus the amount (if any) of federal
and/or other taxes which the Company may, in its judgment, be required to
withhold with respect to an Award.  The
minimum number of shares of Stock with respect to which an Option may be
exercised, in whole or in part, at any time shall be the lesser of (i) 100
shares or such lesser number set forth in the related Award Agreement and
(ii) the maximum number of shares available for purchase under the Option
at the time of exercise.


 


8.7.         Rights
of Holders of Options.


 


Unless otherwise stated in the related Award
Agreement, an individual holding or exercising an Option shall have none of the
rights of a stockholder (for example, the right to receive cash or dividend
payments or distributions attributable to the subject shares of Stock or to
direct the voting of the subject shares of Stock ) until the shares of Stock
covered thereby are fully paid and issued to him.  Except as provided in Section 16
hereof, no adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date of such issuance.


 


8.8.         Delivery
of Stock Certificates.


 


Promptly after the exercise of an Option by a Grantee
and the payment in full of the Option Price, such Grantee shall be entitled to
the issuance of a stock certificate or certificates evidencing his or her
ownership of the shares of Stock subject to the Option.


 


8.9.         Transferability
of Options.


 


Except as provided in Section 8.10,
during the lifetime of a Grantee, only the Grantee (or, in the event of legal
incapacity or incompetence, the Grantee’s guardian or legal representative) may
exercise an Option.  Except as provided
in Section 8.10, no Option shall be
assignable or transferable by the Grantee to whom it is granted, other than by
will or the laws of descent and distribution.


 


8.10.       Family Transfers.


 


If authorized in the applicable Award Agreement, a
Grantee may transfer, not for value, all or part of an Option which is not an
Incentive Stock Option to any Family Member. 
For the purpose of this Section 8.10,
a “not for value” transfer is a transfer which is (i) a gift, (ii) a
transfer under a domestic relations order in settlement of marital property
rights; or (iii) a transfer to an entity in which more than fifty percent
of the voting interests are owned by Family Members (or the Grantee) in
exchange for an interest in that entity. 
Following a transfer under this Section 8.10,
any such Option shall continue to be subject to the same terms and conditions
as were applicable immediately prior to transfer.  Subsequent transfers of transferred Options
are prohibited except to Family 


 


10





















 


Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and
distribution.  Notwithstanding the
foregoing, the Committee may also provide that Options may be transferred to
persons other than Family Members.  The
events of termination of Service of Section 8.4
hereof shall continue to be applied with respect to the original Grantee,
following which the Option shall be exercisable by the transferee only to the
extent, and for the periods specified, in Section 8.4.


 


8.11.       Limitations
on Incentive Stock Options.


 


An Option shall constitute an Incentive Stock Option
only (i) if the Grantee of such Option is an employee of the Company or
any Subsidiary of the Company; (ii) to the extent specifically provided in
the related Award Agreement; and (iii) to the extent that the aggregate
Fair Market Value (determined at the time the Option is granted) of the shares
of Stock with respect to which all Incentive Stock Options held by such Grantee
become exercisable for the first time during any calendar year (under the Plan
and all other plans of the Grantee’s employer and its Affiliates) does not
exceed $100,000.  This limitation shall
be applied by taking Options into account in the order in which they were
granted.


 


9.             TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHTS


 


9.1.         Right to Payment.


 


An SAR shall confer on the Grantee a right to receive,
upon exercise thereof, the excess of (A) the Fair Market Value of one
share of Stock on the date of exercise over (B) the SAR Exercise Price, as
determined by the Committee.  The Award
Agreement for an SAR shall specify the SAR Exercise Price, which may be fixed
at the Fair Market Value of a share of Stock on the Grant Date or may vary in
accordance with a predetermined formula while the SAR is outstanding; provided
that the SAR Exercise Price may not be less than the Fair Market Value of a
share of Stock on the Grant Date. SARs
may be granted alone or in conjunction with all or part of an Option or at any
subsequent time during the term of such Option or in conjunction with all or
part of any other Award.  An SAR
granted in tandem with an outstanding Option following the Grant Date of such
Option may have a grant price that is equal to the Option Price; provided,
however, that the SAR’s grant price may not be less than the Fair Market
Value of a share of Stock on the Grant Date of the SAR.


 


9.2.         Other Terms.


 


The Committee shall determine at the Grant Date or
thereafter, the time or times at which and the circumstances under which an SAR
may be exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the time or times at
which SARs shall cease to be or become exercisable following termination of
Service or upon other conditions, the method of exercise, method of settlement,
form of consideration payable in settlement, method by or forms in which Stock
will be delivered or deemed to be delivered to Grantees, whether or not an SAR
shall be in tandem or in combination with any other Award, and any other terms
and conditions of any SAR.


 


11





















 


10.          TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED
STOCK UNITS


 


10.1.       Restrictions.


 


At the time of grant, the Committee may, in its sole
discretion, establish a period of time (a “restricted period”) and any
additional restrictions including the satisfaction of corporate or individual
performance objectives applicable to an Award of Restricted Stock or Restricted
Stock Units in accordance with Section 14.1
and 14.2.  Each Award of Restricted Stock or Restricted
Stock Units may be subject to a different restricted period and additional
restrictions.  Neither Restricted Stock
nor Restricted Stock Units may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the restricted period or prior to
the satisfaction of any other applicable restrictions.


 


10.2.       Restricted
Stock Certificates.


 


The Company shall issue stock, in the name of each
Grantee to whom Restricted Stock has been granted, stock certificates or other
evidence of ownership representing the total number of shares of Restricted
Stock granted to the Grantee, as soon as reasonably practicable after the Grant
Date.  The Committee may provide in an Award
Agreement that either (i) the Secretary of the Company shall hold such
certificates for the Grantee’s benefit until such time as the Restricted Stock
is forfeited to the Company or the restrictions lapse, or (ii) such
certificates shall be delivered to the Grantee, provided, however,
that such certificates shall bear a legend or legends that comply with the
applicable securities laws and regulations and makes appropriate reference to
the restrictions imposed under the Plan and the Award Agreement.


 


10.3.       Rights
of Holders of Restricted Stock.


 


Unless the Committee otherwise provides in an Award
Agreement, holders of Restricted Stock shall have the right to vote such Stock
and the right to receive any dividends declared or paid with respect to such
Stock.  The Committee may provide that
any dividends paid on Restricted Stock must be reinvested in shares of Stock,
which may or may not be subject to the same restrictions applicable to such
Restricted Stock.  All distributions, if
any, received by a Grantee with respect to Restricted Stock as a result of any
stock split, stock dividend, combination of shares, or other similar
transaction shall be subject to the restrictions applicable to the original
Award.


 


10.4.       Rights
of Holders of Restricted Stock Units.


 


10.4.1.    Settlement
of Restricted Stock Units.


 


Restricted Stock Units may be settled in cash or
Stock, as determined by the Committee and set forth in the Award
Agreement.  The Award Agreement shall
also set forth whether the Restricted Stock Units shall be settled
(i) within the time period specified in Section 17.9.1
for short term deferrals or (ii) otherwise within the
requirements of Section 409A, in which case the Award Agreement shall
specify upon which events such Restricted Stock Units shall be settled.


 


12





















 


10.4.2.    Voting
and Dividend Rights.


 


Holders of Restricted Stock Units shall have no rights
as stockholders of the Company.  The
Committee may provide in an Award Agreement that the holder of such Restricted
Stock Units shall be entitled to receive, upon the Company’s payment of a cash
dividend on its outstanding Stock, a cash payment for each Restricted Stock
Unit held equal to the per-share dividend paid on the Stock, which may be
deemed reinvested in additional Restricted Stock Units at a price per unit
equal to the Fair Market Value of a share of Stock on the date that such
dividend is paid to shareholders.


 


10.4.3.    Creditor’s
Rights.


 


A holder of Restricted Stock Units shall have no
rights other than those of a general creditor of the Company.  Restricted Stock Units represent an unfunded
and unsecured obligation of the Company, subject to the terms and conditions of
the applicable Award Agreement.


 


10.5.       Termination
of Service.


 


Unless the Committee otherwise provides in an Award
Agreement or in writing after the Award Agreement is issued, upon the
termination of a Grantee’s Service, any Restricted Stock or Restricted Stock
Units held by such Grantee that have not vested, or with respect to which all
applicable restrictions and conditions have not lapsed, shall immediately be
deemed forfeited, and the Grantee shall have no further rights with respect to
such Award.


 


10.6.       Purchase
of Restricted Stock.


 


The Grantee shall be required, to the extent required
by applicable law, to purchase the Restricted Stock from the Company at a
Purchase Price equal to the greater of (i) the aggregate par value of the
shares of Stock represented by such Restricted Stock or (ii) the Purchase
Price, if any, specified in the related Award Agreement.  If specified in the Award Agreement, the
Purchase Price may be deemed paid by Services already rendered.  The Purchase Price shall be payable in a form
described in Section 12 or, in the
discretion of the Committee, in consideration for past Services rendered.


 


10.7.       Delivery of Stock.


 


Upon the expiration or termination of any restricted
period and the satisfaction of any other conditions prescribed by the
Committee, the restrictions applicable to shares of Restricted Stock or
Restricted Stock Units settled in Stock shall lapse, and, unless otherwise
provided in the Award Agreement, a stock certificate for such shares shall be
delivered, free of all such restrictions, to the Grantee or the Grantee’s
beneficiary or estate, as the case may be.


 


11.          TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS


 


The Committee may, in its sole discretion, grant (or
sell at par value or such other higher purchase price determined by the
Committee) an Award of Unrestricted Stock to any Grantee pursuant to which such
Grantee may receive shares of Stock free of any restrictions


 


13





















 


(“Unrestricted Stock”) under the Plan.  Awards of Unrestricted Stock may be granted
or sold as described in the preceding sentence in respect of past Services
rendered and other valid consideration, or in lieu of, or in addition to, any
cash compensation due to such Grantee. 
Unless otherwise provided by the Committee, Awards of Unrestricted Stock
shall be paid within the time period specified in Section 17.9.1 for short-term deferrals.


 


12.          FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK


 


12.1.       General Rule.


 


Payment of the Option Price for the shares purchased
pursuant to the exercise of an Option or the Purchase Price for Restricted
Stock shall be made in cash or in cash equivalents acceptable to the Company,
except as provided in this Section 12.


 


12.2.       Surrender of Stock.


 


To the extent the Award Agreement so provides, payment
of the Option Price for shares purchased pursuant to the exercise of an Option
or the Purchase Price for Restricted Stock may be made all or in part through
the tender to the Company of shares of Stock, which shares, if acquired from
the Company and if so required by the Company, shall have been held for at
least six months at the time of tender and which shall be valued, for purposes
of determining the extent to which the Option Price or Purchase Price has been
paid thereby, at their Fair Market Value on the date of exercise or surrender.


 


12.3.       Cashless Exercise.


 


With respect to an Option only (and not with respect
to Restricted Stock), to the extent permitted by law and to the extent the
Award Agreement so provides, payment of the Option Price may be made all or in
part by delivery (on a form acceptable to the Committee) of an irrevocable
direction to a licensed securities broker acceptable to the Company to sell
shares of Stock and to deliver all or part of the sales proceeds to the Company
in payment of the Option Price and any withholding taxes described in Section 17.3.


 


12.4.       Other
Forms of Payment.


 


To the extent the Award Agreement so provides, payment
of the Option Price or the Purchase Price may be made in any other form that is
consistent with applicable laws, regulations and rules.


 


13.          TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS


 


13.1.       Dividend
Equivalent Rights.


 


A Dividend Equivalent Right is an Award entitling the
Grantee to receive credits based on cash distributions that would have been
paid on the shares of Stock specified in


 


14





















 


the Dividend Equivalent Right (or other award to which
it relates) if such shares had been issued to and held by the Grantee.  A Dividend Equivalent Right may be granted
hereunder to any Grantee as a component of another award or as a freestanding
Award.  The terms and conditions of
Dividend Equivalent Rights shall be specified in the Award Agreement.  Dividend equivalents credited to the holder
of a Dividend Equivalent Right may be paid currently or may be deemed to be
reinvested in additional shares of Stock, which may thereafter accrue
additional equivalents.  Any such
reinvestment shall be at Fair Market Value on the date of reinvestment.  Dividend Equivalent Rights may be settled in
cash or Stock or a combination thereof, in a single installment or
installments, all determined in the sole discretion of the Committee.  Unless otherwise provided in an Award
Agreement, Dividend Equivalent Rights shall be paid within the time period
specified in Section 17.9.1
for short-term deferrals.  A Dividend
Equivalent Right granted as a component of another award may provide that such
Dividend Equivalent Right shall be settled upon exercise, settlement, or
payment of, or lapse of restrictions on, such other award, and that such
Dividend Equivalent Right shall expire or be forfeited or annulled under the
same conditions as such other award.  A
Dividend Equivalent Right granted as a component of another Award may also
contain terms and conditions different from such other award.


 


13.2.       Termination
of Service.


 


Except as may otherwise be provided by the Committee either in the
Award Agreement or in writing after the Award Agreement is issued, a Grantee’s
rights in all Dividend Equivalent Rights or interest equivalents shall
automatically terminate upon the Grantee’s termination of Service for any
reason.


 


14.          TERMS AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE
AWARDS


 


14.1.       Performance
Conditions.


 


The right of a Grantee
to exercise or receive a grant or settlement of any Award, and the timing
thereof, may be subject to such performance conditions as may be specified by
the Committee.  The Committee may use
such business criteria and other measures of performance as it may deem
appropriate in establishing any performance conditions, and may exercise its
discretion to reduce the amounts payable under any Award subject to performance
conditions, except as limited under Sections 14.2 hereof
in the case of a Performance Award or Annual Incentive Award intended to
qualify under Code Section 162(m).


 


14.2.       Performance
or Annual Incentive Awards Granted to Designated Covered Employees.


 


If and to the extent
that the Committee determines that a Performance or Annual Incentive Award to
be granted to a Grantee who is designated by the Committee as likely to be a
Covered Employee should qualify as “performance-based compensation” for


 


15





















 


purposes of Code Section 162(m),
the grant, exercise and/or settlement of such Performance or Annual Incentive
Award shall be contingent upon achievement of pre-established performance goals
and other terms set forth in this Section 14.2.


 


14.2.1.    Performance
Goals Generally.


 


The performance goals for such Performance or Annual
Incentive Awards shall consist of one or more business criteria and a targeted
level or levels of performance with respect to each of such criteria, as
specified by the Committee consistent with this Section 14.2.  Performance goals shall be objective and
shall otherwise meet the requirements of Code Section 162(m) and
regulations thereunder including the requirement that the level or levels of
performance targeted by the Committee result in the achievement of performance
goals being “substantially uncertain.” 
The Committee may determine that such Performance or Annual Incentive
Awards shall be granted, exercised and/or settled upon achievement of any one
performance goal or that two or more of the performance goals must be achieved
as a condition to grant, exercise and/or settlement of such Performance or
Annual Incentive Awards.  Performance
goals may differ for Performance or Annual Incentive Awards granted to any one
Grantee or to different Grantees.


 


14.2.2.    Business
Criteria.


 


One or more of the following business criteria for the
Company, on a consolidated basis, and/or specified subsidiaries or business
units of the Company (except with respect to the total stockholder return and
earnings per share criteria), shall be used exclusively by the Committee in
establishing performance goals for such Performance or Annual Incentive Awards:
(1) total stockholder return; (2) such total stockholder return as
compared to total return (on a comparable basis) of a publicly available index
such as, but not limited to, the Standard & Poor’s 500 Stock Index;
(3) net income; (4) pretax earnings; (5) earnings before
interest expense, taxes, depreciation and amortization; (6) pretax
operating earnings after interest expense and before bonuses, service fees, and
extraordinary or special items; (7) operating margin; (8) earnings
per share; (9) return on equity; (10) return on capital; (11) return
on investment; (12) operating earnings; (13) working capital; (14) ratio of
debt to stockholders’ equity and (15) revenue.


 


14.2.3.        Timing
for Establishing Performance Goals.


 


Performance goals shall be established not later than
90 days after the beginning of any performance period applicable to such
Performance or Annual Incentive Awards, or at such other date as may be
required or permitted for “performance-based compensation” under Code
Section 162(m).


 


14.2.4.        Settlement
of Performance or Annual Incentive Awards; Other Terms.


 


Settlement of such Performance or Annual Incentive
Awards shall be in cash, Stock, other Awards or other property, in the discretion
of the Committee.  The Committee may, in
its discretion, reduce the amount of a settlement otherwise to be made in
connection with such Performance or Annual Incentive Awards.  The Committee shall specify the


 


16





















 


circumstances in which such Performance or Annual Incentive Awards
shall be paid or forfeited in the event of termination of Service by the
Grantee prior to the end of a performance period or settlement of Performance
Awards.


 


14.3.       Written
Determinations.


 


All determinations by
the Committee as to the establishment of performance goals, the amount of any
Performance Award pool or potential individual Performance Awards and as to the
achievement of performance goals relating to Performance Awards, and the amount
of any Annual Incentive Award pool or potential individual Annual Incentive
Awards and the amount of final Annual Incentive Awards, shall be made in
writing in the case of any Award intended to qualify under Code
Section 162(m).  To the extent
permitted by Code Section 162(m), the Committee may delegate any
responsibility relating to such Performance Awards or Annual Incentive Awards.


 


14.4.       Status of Section 14.2 Awards Under
Code Section 162(m).


 


It is the intent of the
Company that Performance Awards and Annual Incentive Awards under Section 14.2 hereof granted to persons who are
designated by the Committee as likely to be Covered Employees within the
meaning of Code Section 162(m) and regulations thereunder shall, if so
designated by the Committee, constitute “qualified performance-based
compensation” within the meaning of Code Section 162(m) and regulations
thereunder.  Accordingly, the terms of Section 14.2, including the definitions of Covered
Employee and other terms used therein, shall be interpreted in a manner
consistent with Code Section 162(m) and regulations thereunder.  The foregoing notwithstanding, because the
Committee cannot determine with certainty whether a given Grantee will be a
Covered Employee with respect to a fiscal year that has not yet been completed,
the term Covered Employee as used herein shall mean only a person designated by
the Committee, at the time of grant of Performance Awards or an Annual
Incentive Award, as likely to be a Covered Employee with respect to that fiscal
year.  If any provision of the Plan or
any agreement relating to such Performance Awards or Annual Incentive Awards
does not comply or is inconsistent with the requirements of Code Section 162(m)
or regulations thereunder, such provision shall be construed or deemed amended
to the extent necessary to conform to such requirements.


 


15.          REQUIREMENTS
OF LAW


 


15.1.       General.


 


The Company shall not be required to sell or issue any
shares of Stock under any Award if the sale or issuance of such shares would
constitute a violation by the Grantee, any other individual exercising an
Option, or the Company of any provision of any law or regulation of any
governmental authority, including without limitation any federal or state
securities laws or regulations.  If at
any time the Company shall determine, in its discretion, that the listing,
registration or qualification of any shares 
subject to an Award upon any securities exchange or under any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issuance or purchase of shares hereunder, no shares of


 


17





















 


Stock may be issued or sold to the Grantee or any other individual
exercising an Option pursuant to such Award unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company, and any delay caused thereby
shall in no way affect the date of termination of the Award.  Specifically, in connection with the
Securities Act, upon the exercise of any Option or the delivery of any shares
of Stock underlying an Award, unless a registration statement under such Act is
in effect with respect to the shares of Stock covered by such Award, the
Company shall not be required to sell or issue such shares unless the Committee
has received evidence satisfactory to it that the Grantee or any other
individual exercising an Option may acquire such shares pursuant to an
exemption from registration under the Securities Act.  Any determination in this connection by the
Committee shall be final, binding, and conclusive.  The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the Securities Act.  The Company shall not be obligated to take
any affirmative action in order to cause the exercise of an Option or the
issuance of shares of Stock pursuant to the Plan to comply with any law or
regulation of any governmental authority. 
As to any jurisdiction that expressly imposes the requirement that an
Option shall not be exercisable until the shares of Stock covered by such
Option are registered or are exempt from registration, the exercise of such
Option (under circumstances in which the laws of such jurisdiction apply) shall
be deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.


 


15.2.       Rule 16b-3.


 


During any time when the Company has a class of equity
security registered under Section 12 of the Exchange Act, it is the intent
of the Company that Awards and the exercise of Options granted hereunder will
qualify for the exemption provided by Rule 16b-3 under the Exchange
Act.  To the extent that any provision of
the Plan or action by the Board or Committee does not comply with the
requirements of Rule 16b-3, it shall be deemed inoperative to the extent
permitted by law and deemed advisable by the Board, and shall not affect the
validity of the Plan.  In the event that
Rule 16b-3 is revised or replaced, the Board may exercise its discretion
to modify this Plan in any respect necessary to satisfy the requirements of, or
to take advantage of any features of, the revised exemption or its replacement.


 


16.          EFFECT OF CHANGES IN CAPITALIZATION


 


16.1.       Changes in Stock.


 


If the number of outstanding shares of Stock is increased or decreased
or the shares of Stock are changed into or exchanged for a different number or
kind of shares or other securities of the Company on account of any
recapitalization, reclassification, stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company occurring after the Effective Date, the
number and kinds of shares for which grants of Options and other Awards may be
made under the Plan shall be adjusted proportionately and accordingly by the
Company; provided that any such adjustment shall comply with Section 409A.  In addition, the number and kind of shares
for


 


18





















 


which Awards are
outstanding shall be adjusted proportionately and accordingly so that the
proportionate interest of the Grantee immediately following such event shall,
to the extent practicable, be the same as immediately before such event.  Any such adjustment in outstanding Options or
SARs shall not change the aggregate Option Price or SAR Exercise Price payable
with respect to shares that are subject to the unexercised portion of an
outstanding Option or SAR, as applicable, but shall include a corresponding
proportionate adjustment in the Option Price or SAR Exercise Price per
share.  The conversion of any convertible
securities of the Company shall not be treated as an increase in shares
effected without receipt of consideration.  
Notwithstanding the foregoing, in the event of any distribution to the
Company’s stockholders of securities of any other entity or other assets
(including an extraordinary cash dividend but excluding a non-extraordinary
dividend payable in cash or in stock of the Company) without receipt of
consideration by the Company, the Company may, in such manner as the Company
deems appropriate, adjust (i) the number and kind of shares subject to
outstanding Awards and/or (ii) the exercise price of outstanding Options
and Stock Appreciation Rights to reflect such distribution.


 


16.2.       Definition of Change in Control.


 


“Change in Control” shall mean the occurrence of any of the following:


 


a.     Any ‘person’ (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the ‘beneficial
owner’ (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then-outstanding
voting securities, provided, however, that a Change in Control
shall not be deemed to occur if an employee benefit plan (or a trust forming a
part thereof) maintained by the Company, and/or by Kevin Plank and/or his
immediate family members, directly or indirectly, become the beneficial owner,
of more than fifty percent (50%) of the then-outstanding voting securities of
the Company after such acquisition;


 


b.     A change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. 
‘Incumbent Directors’ shall mean directors who either (A) are directors
of the Company as of the Effective Date, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of
the Incumbent Directors at the time of such election or nomination (but shall
not include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company);


 


c.     The consummation of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in (a) the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented


 


19





















 


by the voting securities
of the Company or such surviving entity outstanding immediately after such
merger or consolidation in substantially the same proportion as prior to such
merger or consolidation; or (b) the directors of the Company immediately
prior thereto continuing to represent at least fifty percent (50%) of the
directors of the Company or such surviving entity immediately after such merger
or consolidation; or


 


d.     The consummation of the sale or disposition
by the Company of all or substantially all of the Company’s assets.


 


Notwithstanding the
foregoing, the Company will not be deemed to have undergone a Change in Control
unless the Company is deemed to have undergone a change in control pursuant to
the definition in Section 409A.


 


16.3.       Effect of Change in Control


 


The Committee shall
determine the effect of a Change in Control upon Awards, and such effect shall
be set forth in the appropriate Award Agreement.  Unless otherwise determined by the Committee,
Awards that would become vested within the twelve months following the
effective date of such Change in Control shall be immediately vested on such
Change in Control.  The Committee may
provide in the Award Agreements at the time of grant, or any time thereafter
with the consent of the Grantee, the actions that will be taken upon the
occurrence of a Change in Control, including, but not limited to, accelerated
vesting, termination or assumption.  The
Committee may also provide in the Award Agreements at the time of grant, or any
time thereafter with the consent of the Grantee, for different provisions to
apply to an Award in place of those described in Sections
16.1 and 16.2.


 


16.4.       Reorganization Which Does Not Constitute
a Change in Control.


 


If the Company undergoes
in any reorganization, merger, or consolidation of the Company with one or more
other entities which does not constitute a Change in Control, any Option or SAR
theretofore granted pursuant to the Plan shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to such
Option or SAR would have been entitled immediately following such
reorganization, merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price or SAR Exercise Price per share so that the
aggregate Option Price or SAR Exercise Price thereafter shall be the same as
the aggregate Option Price or SAR Exercise Price of the shares remaining
subject to the Option or SAR immediately prior to such reorganization, merger,
or consolidation.  Subject to any
contrary language in an Award Agreement, any restrictions applicable to such
Award shall apply as well to any replacement shares received by the Grantee as
a result of the reorganization, merger or consolidation.


 


16.5.       Adjustments.


 


Adjustments under this Section 16
related to shares of Stock or securities of the Company shall be made by the
Committee, whose determination in that respect shall be


 


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final, binding and conclusive. 
No fractional shares or other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share.


 


16.6.       No Limitations on Company.


 


The making of Awards
pursuant to the Plan shall not affect or limit in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure or to merge, consolidate, dissolve, or
liquidate, or to sell or transfer all or any part of its business or assets.


 


17.          GENERAL
PROVISIONS


 


17.1.       Disclaimer of Rights.


 


No provision in the Plan
or in any Award Agreement shall be construed to confer upon any individual the
right to remain in the employ or service of the Company or any Affiliate, or to
interfere in any way with any contractual or other right or authority of the
Company either to increase or decrease the compensation or other payments to
any individual at any time, or to terminate any employment or other
relationship between any individual and the Company.  In addition, notwithstanding anything
contained in the Plan to the contrary, unless otherwise stated in the
applicable Award Agreement, no Award granted under the Plan shall be affected
by any change of duties or position of the Grantee, so long as such Grantee
continues to be a Service Provider, if applicable.  The obligation of the Company to pay any
benefits pursuant to this Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein.  The Plan
shall in no way be interpreted to require the Company to transfer any amounts
to a third party trustee or otherwise hold any amounts in trust or escrow for
payment to any Grantee or beneficiary under the terms of the Plan.


 


17.2.       Nonexclusivity of the Plan.


 


Neither the adoption of
the Plan nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations upon the right and
authority of the Board to adopt such other incentive compensation arrangements
(which arrangements may be applicable either generally to a class or classes of
individuals or specifically to a particular individual or particular
individuals), including, without limitation, the granting of stock options as
the Board in its discretion determines desirable.


 


17.3.       Withholding Taxes.


 


The Company or an
Affiliate, as the case may be, shall have the right to deduct from payments of
any kind otherwise due to a Grantee any federal, state, or local taxes of any
kind required by law to be withheld (i) with respect to the vesting of or
other lapse of restrictions applicable to an Award, (ii) upon the issuance
of any shares of Stock upon the exercise of an Option, or (iii) pursuant
to an Award.  At the time of such
vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate,
as the case may be, any amount that the Company or the Affiliate may reasonably
determine to be necessary to satisfy such withholding obligation.  Subject to the prior approval of the Company
or the Affiliate, which


 


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may be withheld by the Company or the Affiliate, as the case may be, in
its sole discretion, the Grantee may elect to satisfy such obligations, in
whole or in part, (i) by causing the Company or the Affiliate to withhold
shares of Stock otherwise issuable to the Grantee or (ii) by delivering to
the Company or the Affiliate shares of Stock already owned by the Grantee.  The shares of Stock so delivered or withheld
shall have an aggregate Fair Market Value equal to such withholding
obligations.  The Fair Market Value of
the shares of Stock used to satisfy such withholding obligation shall be
determined by the Company or the Affiliate as of the date that the amount of
tax to be withheld is to be determined. 
A Grantee who has made an election pursuant to this Section 17.3
may satisfy his or her withholding obligation only with shares of Stock that
are not subject to any repurchase, forfeiture, unfulfilled vesting, or other
similar requirements.


 


17.4.       Captions.


 


The use of captions in this Plan or any Award
Agreement is for the convenience of reference only and shall not affect the
meaning of any provision of the Plan or any Award Agreement.


 


17.5.       Other Provisions.


 


Each Award Agreement may
contain such other terms and conditions not inconsistent with the Plan as may
be determined by the Committee, in its sole discretion.


 


17.6.       Number and Gender.


 


With respect to words
used in this Plan, the singular form shall include the plural form, the
masculine gender shall include the feminine gender, etc., as the context
requires.


 


17.7.       Severability.


 


If any provision of the
Plan or any Award Agreement shall be determined to be illegal or unenforceable
by any court of law in any jurisdiction, the remaining provisions hereof and
thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other jurisdiction.


 


17.8.       Governing Law.


 


The validity and
construction of this Plan and the instruments evidencing the Award hereunder
shall be governed by the laws of the State of Maryland, other than any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Plan and the instruments evidencing the
Awards granted hereunder to the substantive laws of any other jurisdiction.


 


17.9.       Section 409A.


 


17.9.1.    Short-Term
Deferrals.


 


For each Award intended
to comply with the short-term deferral exception provided for under
Section 409A, the related Award Agreement shall provide that such Award
shall be paid out by the later of (i) the 15th day of the third
month following the Grantee’s first taxable year in which the Award is no
longer subject to a substantial risk of forfeiture or


 


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(ii) the 15th day of the third month following the end
of the Company’s first taxable year in which the Award is no longer subject to
a substantial risk of forfeiture.


 


17.9.2.    Adjustments.


 


To the extent that the
Board determines that a Grantee would be subject to the additional 20% tax
imposed on certain deferred compensation arrangements pursuant to
Section 409A as a result of any provision of any Award, to the extent
permitted by Section 409A, such provision shall be deemed amended to the
minimum extent necessary to avoid application of such additional tax.  The Board shall determine the nature and
scope of such amendment.


 


*         
*           *


 


To record adoption of the
Plan by the Board as of
                 
       , 2005, and approval of the Plan by
the stockholders on                  
       , 2005, the Company has caused its
authorized officer to execute the Plan.


 


 


	
   

  	
  UNDER ARMOUR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


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