Exhibit
10.27


 


CHANGE IN CONTROL
SEVERANCE AGREEMENT


 


This CHANGE IN CONTROL
SEVERANCE AGREEMENT (this “Agreement”) is made as of the       
day of                   ,
2005, between Under Armour, Inc., a corporation organized under the laws of the
State of Maryland (together with its affiliates, the “Company”), and                           
(“Executive”).


 


WITNESSETH THAT:


 


WHEREAS, should Under
Armour, Inc. or shareholders of Under Armour, Inc. receive any proposal from a
third person regarding a possible Change in Control, the Board of Directors of
Under Armour, Inc. (the “Board”) believes it is important that the Company be
able to rely upon the Executive to continue in his position until after such
Change in Control and that Under Armour, Inc. be able to receive and rely upon
the Executive’s advice, if requested, as to the best interest of Under Armour,
Inc. and its shareholders in connection with any such Change in Control,
without concern that the Executive might be distracted or his advice affected
by the personal uncertainties and risks created by such a Change in Control.


 


NOW THEREFORE, in order
to provide an incentive to the Executive for the continued dedication of
Executive and the availability of his advice and counsel notwithstanding the
possibility of a Change in Control, and to encourage Executive to remain in the
employ of the Company, and for other good and valuable consideration, the
Company and Executive hereby agree as follows:


 


1.                                       Definitions.


 


(i)                                     “AAA”
shall have the meaning set forth in Section 7(ii).


 


(ii)                                  “Accrued
Obligations” shall mean the sum of the following: (a) the full base salary
earned by the Executive through the Termination Date and unpaid as of the
Termination Date, calculated at the highest rate of base salary in effect at
any time during the twelve (12) months immediately preceding the Termination
Date; (b) the amount of any base salary attributable to vacation earned by the
Executive but not taken before the Termination Date; (c) any Bonus accrued to
the Executive with respect to the calendar year preceding the termination of
employment and unpaid as of the Termination Date; (d) a pro-rata Bonus for the
year in which the Change in Control occurs, equal to the Bonus times a
fraction, the numerator of which is the number of days during the calendar year
preceding the Termination Date and the denominator of which is 365; and (e) all
other amounts earned by the Executive and unpaid as of the Termination Date.


 


(iii)                               “Arbitration
Rules” shall have the meaning set forth in Section 7(ii).


 


(iv)                              “Bonus”
shall mean the greater of: (a) the annual average of the Executive’s bonus paid
to the Executive with respect to the two (2) calendar years prior to Executive’s
termination of employment with the Company or (b) the Executive’s target bonus
for the year of such termination of employment.


 


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(v)                                 “Cause”
shall mean the occurrence of any of the following: (a) the Executive’s material
misconduct or neglect in the performance of his duties; (b) the Executive’s
commission of any felony; offense punishable by imprisonment in a state or
federal penitentiary; any offense, civil or criminal, involving material
dishonesty, fraud, moral turpitude or immoral conduct; or any crime of
sufficient import to potentially discredit or adversely affect the Company’s
ability to conduct its business in the normal course; (c) the Executive’s use
of illegal drugs or abusive use of prescription drugs; or (d) the Executive’s
material breach of this Agreement, including, but not limited to, a material
breach of the Employee Confidentiality, Non-Competition and Non-Solicitation
Agreement attached hereto as Attachment A.


 


(vi)                              “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 Securities Exchange
Act of 1934, as amended) becomes the ‘beneficial owner’ (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of Under Armour,
Inc. representing fifty percent (50%) or more of the total voting power
represented by Under Armour Inc.’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 Under Armour,
Inc., 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 Under Armour, Inc. 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 Under Armour, Inc. as of the
date hereof, 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 Under Armour, Inc.);


 


c.               The
consummation of a merger or consolidation of Under Armour, Inc. with any other
corporation, other than a merger or consolidation which would result in (a) the
voting securities of Under Armour, Inc. 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 by the voting securities of Under Armour,
Inc. 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 Under Armour, Inc.


 


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immediately
prior thereto continuing to represent at least fifty percent (50%) of the
directors of Under Armour, Inc. or such surviving entity immediately after such
merger or consolidation; or


 


d.              The
consummation of the sale or disposition by Under Armour, Inc. of all or
substantially all of Under Armour Inc.’s assets.


 


(vii)                           “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(viii)                        “Contract
Period” shall mean the period staring on the date hereof and ending on the
second anniversary of the date hereof. 
The Company, in its sole discretion, shall have the right to extend the
Contract Period.


 


(ix)                                “Disability”
shall mean a physical or mental incapacity of the Executive which entitles the
Executive to benefits at least as favorable as the benefits provided under the
long term disability plan applicable to and maintained by the Company as in
effect immediately prior to the Change in Control.


 


(x)                                   “Good
Reason,” shall mean the occurrence of any of the following events: (a) a
diminishment in the scope of the Executive’s duties or responsibilities with
the Company; (b) a reduction in the Executive’s current base salary, bonus
opportunity or a material reduction in the aggregate benefits or perquisites;
(c) a requirement that the Executive relocate more than fifty (50) miles from
his primary place of business as of the date of a Change in Control, or a
significant increase in required travel as part of the Executive’s duties and
responsibilities with the Company; (d) a failure by any successor to the
Company to assume this Agreement pursuant to Section 5(a) hereof; or (e) a
material breach by the Company of any of the terms of this Agreement.


 


(xi)                                “Protection
Period” shall mean the twelve (12) month period following a Change in Control.


 


(xii)                             “Termination
Date” shall mean the effective date as provided hereunder of the termination of
Executive’s Employment.


 


(xiii)                          “Without
Cause” shall mean the termination of the Executive’s employment by the Company
other than for Cause, death or Disability.


 


2.                                       Application
of this Agreement.  This Agreement
shall apply if and only if: (a) the Executive’s employment terminates during
the Protection Period and (b) the Change in Control occurs during the Contract
Period.  This Agreement shall not apply
to any termination of the Executive’s employment other than what is described
in the preceding sentence. Notwithstanding the foregoing, if three (3) months
prior to the date on which a Change in Control occurs, the Executive’s
employment with the Company is terminated by the Company other than by reason
of the Executive’s death, Disability or circumstances that would constitute
Cause or the terms and conditions of the Executive’s employment are adversely
changed in a manner which would constitute grounds for a termination of employment
by the Executive for


 


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Good Reason, and it is
reasonably demonstrated that such termination of employment or adverse change
(i) was at the request of a third party who has taken steps reasonably
calculated to effect the Change in Control, or (ii) otherwise arose in
connection with or in anticipation of the Change in Control, then for all
purposes of this Agreement such termination of employment shall be deemed to
have occurred during the Protection Period and shall be considered either
termination of the Executive’s employment Without Cause by the Company or termination
of the Executive’s employment by the Executive for Good Reason, as the case may
be.


 


3.                                       Termination
of Employment of Executive. The Executive’s employment may be terminated by
following the procedures specified in this Section 3.


 


(i)                                     Cause.
The Executive may not be terminated for Cause unless and until a notice of
intent to terminate the Executive’s employment for Cause, specifying the
particulars of the conduct of the Executive forming the basis for such
termination, is given to the Executive by the Company and, subsequently, a
majority of the Board finds, after reasonable notice to the Executive (but in
no event less than fifteen (15) days prior notice) and an opportunity for the
Executive and his counsel to be heard by the Board, that termination of the
Executive’s employment for Cause is justified. 
Termination of the Executive’s employment for Cause shall become
effective after such finding has been made by the Board and five (5) business
days after the Board gives to the Executive notice thereof, specifying in
detail the particulars of the conduct of the Executive found by the Board to
justify termination for Cause. It shall not constitute Good Reason to the
Executive to the extent the Executive is relieved of any duties and
responsibilities during the period the Board is considering whether such
termination for Cause is justified.


 


(ii)                                  Disability.
Termination of the Executive’s employment for Disability shall become effective
thirty (30) days after a notice of intent to terminate the Executive’s
employment, specifying Disability as the basis for such termination, is given
to the Executive by the Company.


 


(iii)                               Termination
Without Cause. At all times, the Company shall have the right by notice to
the Executive of the Company’s intention to terminate Executive’s employment
Without Cause.  Termination of Executive’s
employment by the Company Without Cause shall become effective immediately upon
the receipt by the Executive of such notice.


 


(iv)                              Voluntary
Termination by the Executive. The Executive may terminate his employment
with the Company by giving a notice of voluntary termination to the Company,
and if such termination is for Good Reason, such notice shall set forth in
reasonable detail the acts and circumstances claimed by the Executive to
constitute Good Reason.  Termination of
the Executive’s employment by the Executive without Good Reason shall be
effective five (5) business days after the Executive gives notice thereof to
the Company. The Company shall have twenty (20) days after receipt of such
notice from the Executive of claimed Good Reason to cure any Good Reason. If
the Company is unable to cure the Good Reason during such cure period,
termination of the Executive’s employment by the Executive for Good Reason
shall be effective five (5) business days after the expiration of such cure
period.


 


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(v)                                 Death.  Termination of the Executive’s employment for
death shall be effective on the date of the Executive’s death.


 


4.                                       Benefits
Upon Termination of Employment.


 


(i)                                     Termination
Without Cause or by the Executive for Good Reason. Upon the termination of
the employment of Executive Without Cause by the Company or by the Executive
for Good Reason, the Company shall pay or provide to the Executive:


 


(a)                                  a
lump sum payment equal to the sum of the following:


 


1.               the
Accrued Obligations; and


 


2.               an
amount equal to the sum of the annual base salary of the Executive at the
highest rate in effect during the Protection Period and the Bonus.


 


The payment described in
this Section 4(i)(a) shall be made by the Company not later than the earlier of
the date required by applicable law or five (5) days following the Termination
Date.  Executive shall not be required to
mitigate the amount of the payment provided for in this Section 4(i)(a) by
seeking other employment or otherwise. 
The amount of the payment provided for in this Section 4(i)(a) shall not
be reduced by any compensation or other amounts paid to or earned by Executive
as the result of employment with another employer after the date on which his
employment with the Company terminates or otherwise.


 


(b)                                 the
continuance of the Executive’s life, medical, dental, prescription drug and
long and short-term disability plans, programs or arrangements, whether group
or individual, of the Company in which the Executive was entitled to
participate at any time during the twelve (12) month period prior to the
Termination Date until the earliest to occur of (1) one (1) year after the
Termination Date; (2) the Executive’s death (provided that compensation and
benefits payable to his beneficiaries shall not terminate upon his death); or
(3) with respect to any particular plan, program or arrangement, the date the
Executive is afforded a comparable benefit at a comparable cost to the
Executive by a subsequent employer. In the event that the Executive’s
participation in any such plan, program or arrangement of the Company is
prohibited, the Company shall arrange to provide the Executive with
compensation and benefits substantially similar to those which the Executive is
entitled to receive under such plan, program or arrangement for such period.


 


Notwithstanding the
foregoing, in the event the payments or benefits under this Section 4 would
result in the imposition of a tax under Section 409A of the Code, then such
payments or benefits will be paid or provided at such time when such payments
or benefits would not be subject to such tax.


 


(ii)                                  Cobra
Continuation Coverage. Upon the expiration of the provision of benefits in Section
4(i)(b), the Executive and his dependents shall be entitled to exercise such


 


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rights as they may have
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).


 


(iii)                               Death
and Disability.                                Upon
a termination of the Executive’s employment on account of the Executive’s death
or Disability, the Company shall pay to the Executive or his estate or
beneficiary (in the event of his death), the Accrued Obligations within five
(5) days of the Termination Date and the Company shall provide to the Executive
or his estate or beneficiary (in the event of his death), such benefits that
the Company provides in the event of an employee’s death or Disability.


 


(iv)                              Cause,
Voluntary Termination by the Executive. Upon the termination of the
Executive’s employment by the Company for Cause or by the Executive without
Good Reason, the Company shall pay to the Executive the Accrued Obligations
within five (5) days of the Termination Date.


 


(v)                                 Effect
of Stock Options and Other Equity Awards. 
The terms and conditions of the Executive’s award agreements or
employment agreement (as applicable to such Executive) shall govern the effect
of termination of the Executive’s employment on equity awards granted by the
Company and held by the Executive as of the Termination Date.


 


(vi)                              Conditions
to Receiving Benefits. The benefits described in Sections 4(i)(a)(2) and
4(i)(b) shall be subject to the Executive’s execution of the Employee
Confidentiality, Non-Competition, and Non-Solicitation Agreement attached
hereto as Attachment A and the benefits described in Sections 4(i)(a)(2) and
4(i)(b) will not be paid to the Executive unless and until the Executive
executes the release attached hereto as Attachment B, and such release becomes
effective and irrevocable.


 


(vii)                           No
Further Payments due to Executive. Except as provided in this Section 4,
the Company shall have no obligation to make any other payment, in the nature
of severance or termination pay.


 


(viii)                        Exception
to Benefit Entitlements. The Executive shall not receive the payments and
benefits under this Agreement if the Executive has executed an individually
negotiated employment contract, agreement or offer letter with the Company
relating to severance benefits that is in effect on the Termination Date,
unless the Executive waives any such severance benefits under such contract,
agreement or letter.


 


(viii)                      Retirement
Payments.  No amounts paid pursuant
to this Agreement will constitute compensation for any purpose under any
retirement plan or other employee benefit plan, program, arrangement or
agreement of the Company or any of its affiliates, unless such plan, program,
arrangement or agreement specifically so provides.


 


5.                                       Successors;
Binding Agreement.


 


(a)                                  This
Agreement shall be binding upon any successor (whether direct or indirect, by
purchase, merger, consolidation, liquidation or otherwise) to all or
substantially all of the business and/or assets of Under Armour, Inc.  Additionally, Under Armour, Inc. shall
require


 


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any such successor
expressly to agree to assume and to assume of the obligations of the Company
under this Agreement upon or prior to such succession taking place. A copy of
such assumption and agreement shall be delivered to the Executive promptly
after its execution by the successor.


 


(b)                                 This
Agreement is personal to the Executive and the Executive may not assign or
transfer any part of his rights or duties hereunder, or any payments due to the
Executive hereunder, to any other person, except that this Agreement shall
inure to the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, heirs, distributees, devisees,
legatees or beneficiaries.  No payment
pursuant to any will or the laws of descent and distribution shall be made
hereunder unless the Company shall have been furnished with a copy of such will
and/or such other evidence as the Board may deem necessary to establish the
validity of the payment.


 


6.                                       Modification;
Waiver.  No provisions of this
Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in a writing signed by Executive and by
an officer of the Company thereunto expressly authorized by the Board.  Waiver by any party of any breach of or
failure to comply with any provision of this Agreement by the other party shall
not be construed as, or constitute, a continuing waiver of such provision, or a
waiver of any other breach of, or failure to comply with, any other provision
of this Agreement.


 


7.                                       Arbitration
of Disputes.


 


(i)                                     Any
disagreement, dispute, controversy or claim arising out of or relating to this
Agreement or the interpretation or validity hereof shall be settled exclusively
and finally by arbitration.  It is
specifically understood and agreed that any such disagreement, dispute or
controversy which cannot be resolved between the parties, including without
limitation any matter relating to interpretation of this Agreement, may be
submitted to arbitration irrespective of the magnitude thereof, the amount in
controversy or whether such disagreement, dispute or controversy would
otherwise be considered justiciable or ripe for resolution by a court or
arbitral tribunal.


 


(ii)                                  The
arbitration shall be conducted in accordance with the Commercial Arbitration
Rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”).


 


(iii)                               The
arbitral tribunal shall consist of one arbitrator.  The parties to the arbitration jointly shall
directly appoint such arbitrator within thirty (30) days of initiation of the
arbitration.  If the parties shall fail
to appoint such arbitrator as provided above, such arbitrator shall be
appointed by the AAA as provided in the Arbitration Rules and shall be a person
who (a) maintains his principal place of business within thirty (30) miles of
the City of Baltimore and (b) has substantial experience in executive
compensation.  The parties shall each pay
an equal portion of the fees, if any, and expenses of such arbitrator.


 


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(iv)                              The
arbitration shall be conducted within thirty (30) miles of the City of
Baltimore or in such other city in the United States of America as the parties
to the dispute may designate by mutual written consent.


 


(v)                                 At
any oral hearing of evidence in connection with the arbitration, each party
thereto or its legal counsel shall have the right to examine its witnesses and
to cross-examine the witnesses of any opposing party.  No evidence of any witness shall be presented
unless the opposing party or parties shall have the opportunity to
cross-examine such witness, except as the parties to the dispute otherwise
agree in writing or except under extraordinary circumstances where the
interests of justice require a different procedure.


 


(vi)                              Any
decision or award of the arbitral tribunal shall be final and binding upon the
parties to the arbitration proceeding. 
The parties hereto hereby waive to the extent permitted by law any
rights to appeal or to seek review of such award by any court or tribunal.  The parties hereto agree that the arbitral
award may be enforced against the parties to the arbitration proceeding or
their assets wherever they may be found and that a judgment upon the arbitral
award may be entered in any court having jurisdiction.


 


(vii)                           Nothing
herein contained shall be deemed to give the arbitral tribunal any authority,
power, or right to alter, change, amend, modify, add to or subtract from any of
the provisions of this Agreement.


 


(viii)                        If
any dispute is not resolved within sixty (60) days from the date of the
commencement of an arbitration, then the Company shall, at its option, elect to
pay Executive either (a) within five (5) days after the end of such sixty
(60)-day period, the amount or amounts which would have been payable to
Executive had there been no dispute, subject to reimbursement to the extent
consistent with the final disposition of the dispute or (b) following final
disposition of the dispute, the amount determined in such final disposition to
have been payable, together with Interest from the date when such sums were
originally payable to the date of actual payment.  For purpose of this paragraph (viii) the term
“Interest” means interest at a rate equal to the Company’s borrowing rate per
annum, compounded monthly.


 


(ix)                                Notwithstanding
anything to the contrary in this Agreement, the arbitration provisions set
forth in this Section 7 shall be governed exclusively by the Federal
Arbitration Act, Title 9, United States Code.


 


(x)                                   If
the Executive prevails in the arbitration concerning any substantial matter of
this Agreement or the rights and duties of any party hereunder, in addition to
such other relief as may be granted, the Company shall reimburse the Executive
for the Executive’s reasonable attorneys’ fees incurred by reason of such
arbitration to the extent the attorneys’ fees relate to such substantial
matter.


 


8.                                       Notice.  All notices, requests, demands and other
communications required or permitted to be given by either party to the other
party to this Agreement (including, without limitation, any notice of
termination of employment and any notice of an intention to arbitrate) shall be
in writing and shall be deemed to have been duly given when delivered


 


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personally or received by
certified or registered mail, return receipt requested, postage prepaid, at the
address of the other party, as follows:


 


If to the Company, to:


 


Under Armour, Inc.


Attn:
J. Scott Plank


Chief
Administrative Officer


Under
Armour, Inc.


1020 Hull
Street, 3rd Floor


Baltimore,
Maryland  21230


 


With a copy to:


 


A.
Richard Susko, Esq.


Cleary Gottlieb Steen & Hamilton LLP


One
Liberty Plaza


New
York, NY  10006


 


If
to the Executive, to:


 


 


With
a copy to:


 


Either party hereto may
change its address for purposes of this Section 8 by giving fifteen (15) days’
prior notice to the other party hereto.


 


9.                                       Severability.  If any term or provision of this Agreement or
the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable shall not be affected thereby, and each
term and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.


 


10.                                 Headings.  The headings in this Agreement are inserted
for convenience of reference only and shall not be a part of or control or
affect the meaning of this Agreement.


 


11.                                 Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original.


 


12.                                 Governing
Law.  This Agreement has been
executed and delivered in the State of Maryland and shall in all respects be
governed by, and construed and enforced in accordance with, the laws of the
State of Maryland without reference to its principles of conflicts of law.


 


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13.                                 Certain
Withholdings.  The Company shall
withhold from any amounts payable to Executive hereunder all federal, state,
city and other taxes and withholdings that the Company determines are required
to be withheld pursuant to any applicable law or regulation.


 


14.                                 Entire
Agreement.  This Agreement supersedes
any and all other oral or written agreements heretofore made relating to the
subject matter hereof and constitutes the entire agreement relating to the
subject matter hereof[,  Reserved for listing of any exceptions such as
existing employment agreements]


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


 


	
   

  	
  UNDER ARMOUR, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


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ATTACHMENT
A


 


EMPLOYEE
CONFIDENTIALITY, NON-COMPETION, AND


NON-SOLICIATION
AGREEMENT 


 


This Confidentiality,
Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into
this          day of                 ,
2005, by and between Under Armour, Inc.
(together with its affiliates, the “Company”) and                             
(“Employee”).


 


EXPLANATORY
NOTE


 


The Employee recognizes
that the Employee has had and will continue to have access to confidential
proprietary information during the course of his or her employment and that the
Employee’s subsequent employment by a competitor would inevitably result in the
disclosure of that information and, thereby, create unfair competition and
would likely to cause substantial loss and harm to the Company.  The Employee further acknowledges that
employment with the Company is based on the Employee’s agreement to abide by
the covenants contained herein.


 


NOW THEREFORE, for good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:


 


1.                                       Confidentiality. 
Employee acknowledges Employee’s fiduciary duty and duty of loyalty to
the Company.  Further, Employee
acknowledges that the Company, in reliance of this Agreement, will provide
Employee access to trade secrets, customers, proprietary data and other
confidential information.  Employee
agrees to retain said information as confidential and not to use said
information for self or disclose same to any third party, except when required
to do so to properly perform duties to the Company.  Further, as a condition of employment, during
the time Employee is employed by the Company and continuing after any
termination of the Employee’s employment with the Company, Employee agrees to
protect and hold in a fiduciary capacity for the benefit of the Company all
Confidential Information, as defined below, unless the Employee is required to
disclose Confidential Information pursuant to the terms of a valid and
effective order issued by a court of competent jurisdiction or a governmental
authority.  The Employee shall use
Confidential Information solely for the purpose of carrying out those duties
assigned Employee as an employee of the Company and not for any other
purpose.  The disclosure of Confidential
Information to the Employee shall not be construed as granting to the Employee
any license under any copyright, trade secret, or any right of ownership or
right to use the Confidential Information whatsoever.  In the event that Employee is compelled,
pursuant to a subpoena or order of a court or other body having jurisdiction
over such matter, to produce any Confidential Information or other information
relevant to the Company, Employee agrees to promptly provide the Company with
written notice of such subpoena or order so that the Company may timely move to
quash if appropriate.


 


(a)                                  For
the purposes of this Agreement, “Confidential Information” shall mean all
information related to the Company’s business that is not generally known to
the public. Confidential Information shall include, but shall not be limited
to: any financial (whether historical, projections or forecasts), pricing,
cost, business, planning, operations, services,


 





















 


potential services,
products, potential products, technical information, intellectual property,
trade secrets and/or know-how, formulas, production, purchasing, marketing,
sales, personnel, customer, supplier, or other information of the Company; any
papers, data, records, processes, methods, techniques, systems, models,
samples, devices, equipment, compilations, invoices, customer lists, or
documents of the Company; any confidential information or trade secrets of any
third party provided to the Company in confidence or subject to other use or
disclosure restrictions or limitations; this Agreement and its terms; and any
other information, written, oral or electronic, whether existing now or at some
time in the future, whether pertaining to current or future developments or
prospects, and whether accessed prior to the Employee’s tenure with the Company
or to be accessed during Employee’s future employment or association with the
Company, which pertains to the Company’s affairs or interests or with whom or
how the Company does business.  The
Company acknowledges and agrees that Confidential Information shall not include
information which is or becomes publicly available other than as a result of a
disclosure by the Employee.


 


(b)                                 The Employee shall promptly notify the
Company if he has reason to believe that the unauthorized use, possession, or
disclosure of any Confidential Information has occurred or may occur.


 


(c)                                  All physical items containing
Confidential Information, including, but not limited to, the business plan,
know-how, collection methods and procedures, advertising techniques, marketing
plans and methods, sales techniques, documentation, contracts, reports,
letters, notes, any computer media, customer lists and all other information
and materials of the Company’s business and operations, shall remain the exclusive
and confidential property of the Company and shall be returned, along with any
copies or notes that the Employee made thereof or therefrom, to the Company
when the Employee ceases employment with the Company.  The Employee further agrees to return copies
of any Confidential Information contained on Employee’s home computer, portable
computer or other similar device. 
Employee also agrees to allow the Company, upon reasonable belief and
with appropriate notice, access to any home computer, portable computer or
other similar device maintained by Employee, including but not limited to, for
the purpose of determining whether said Confidential Information has been
misappropriated.  The Employee further
agrees to promptly return all other property belonging to the Company upon the
termination of Employee’s employment.


 


2.                                       Non-Competition.  Except as otherwise provided in this
Agreement, without the prior written consent of the Company, the Employee
hereby covenants and agrees that at no time during the Employee’s employment
with Company and for a period of one (1) year immediately following termination
of Employee’s employment with the Company, whether voluntary or involuntary,
shall the Employee:


 


(a)                                  directly or indirectly work for or engage
in any capacity in any activities or provide strategic advice to Competitor
Businesses.  Competitor Businesses shall
be defined as (i) any business that is involved in the manufacture, sale,
development of fabrications or manufacturing methods, or marketing of: athletic
apparel or footwear (e.g., Reebok, Nike, Adidas); sporting goods; tactical
(military and/or law enforcement) apparel; hunting and fishing


 


12





















 


apparel; mountain sports
apparel; accessories of such industries; or any business substantially similar
to the present business of the Company or such other business activity in which
the Company may substantially engage; and (ii) retail enterprises which sell
products that compete with the Company’s products;


 


(b)                                 act in any way, directly or indirectly,
with the purpose or effect of soliciting, diverting or taking away any
business, customer, client or any supplier of the Company; or


 


(c)                                  otherwise compete with Company in the
sale or licensing, directly or indirectly, as principal, agent or otherwise, of
any products competitive with the products, or services competitive with the
services, developed or marketed by Company.


 


Written request for
consent to be released from the Non-Competition provisions of this Agreement may
be submitted by the Employee to the Company following the termination of
Employee’s employment and must include all available information described in
Section 4 below.  The Company will
respond to the request for such consent within two (2) weeks of the request,
except as provided in Section 4.  In the
Company’s sole discretion, it may release Employee from the Non-Competition
provisions of this Agreement, or reduce the non-competition period from a
period of one (1) year immediately following Employee’s termination (“Non-Competition
Period”) to a shorter duration.  In the
event the Company does not release the Employee from the Non-Competition
provision, for the duration of the Non-Competition period, the Company will pay
Employee an amount equal to sixty percent (60%) of Employee’s base salary as of
the date of the termination of Employee’s employment, in accordance with the
Company’s customary pay practices in effect at the time each payment is
made.  This amount shall be reduced by
(a) the amount of any severance Employee receives from the Company; and (b) the
amount of any salary received during the Non-Competition period from employment
in any capacity with an entity that is not a Competitor Business.


 


3.                                       Non-Solicitation
and Non-Interference.  The Employee hereby covenants and agrees that at no time during the
Employee’s employment with Company and for a period of one (1) year immediately
following termination of Employee’s employment with the Company, whether
voluntary or involuntary, shall the Employee:


 


(a)                                  solicit (other than on behalf of the
Company) business or contracts for any products or services of the type
provided, developed or under development by the Company during the Employee’s
employment by the Company, from or with any person or entity which was a
customer of the Company for such products or services, or any prospective
customer which the Company had solicited as of, or within one year prior to,
the Employee’s termination of employment with the Company; or directly or
indirectly contract with any such customer or prospective customer for any
product or service of the type provided, developed or which was under
development by the Company during the Employee’s employment with the Company;
or


 


(b)                                 knowingly interfere or attempt to interfere
with any transaction, agreement or business relationship in which the Company
was involved during the Employee’s employment with the Company, nor will the
Employee act in any way with the purpose or effect of hiring


 


13





















 


anyone who has been an
employee of the Company, its divisions or subsidiaries; or soliciting,
recruiting or encouraging, directly or indirectly, any of the Company’s
employees to leave the employ of the Company, its divisions or its subsidiaries.


 


4.                                       Notification of New Employment.  Employee
acknowledges and agrees that for a period of one (1) year following the date of
termination of Employee’s employment with the Company, Employee will inform the
Company, prior to the acceptance of any job or any work as an independent
contractor, of the identify of any new employer or other entity to which
Employee is providing consulting or other services, along with Employee’s
starting date, title, job description, salary, and any other information which
the Company may reasonably request to confirm Employee’s compliance with the
terms of this Agreement.  If Employee
does not provide all information reasonably requested by the Company as
provided in this Section, the Company’s time to respond to a request for
release from the Non-Competition provision under Section 2 will be extended to
six (6) weeks, or until such time as the information is provided for the
Company to make an informed decision.


 


5.                                       Reasonableness of Restrictions.  Employee acknowledges and agrees that the
restrictions imposed by this Agreement are fair and reasonably required for the
protection of the Company, and will not preclude Employee from becoming
gainfully employed following the termination, for any reason, of employment
with the Company.  The Employee
acknowledges that employee will provide unique services to the Company and that
this covenant has unique, substantial, and immeasurable value to the
Company.  In the event that the
provisions of this Agreement should ever be deemed to exceed the limitations
permitted by applicable laws, Employee and the Company agree that such
provisions shall be reformed to the maximum limitations permitted by the
applicable laws.  The Employee further
acknowledges that the decision whether to consent to release Employee from the
provisions of this Agreement is within the sole discretion of the Company.


 


6.                                       Injunctive Relief. 
Employee acknowledges and agrees that in the event of a violation or
threatened violation of any provision of this Agreement, the Company will
sustain irreparable harm and will have the full right to seek injunctive
relief, in addition to any other legal remedies available, without the
requirement of posting bond.


 


7.                                       Survivability. 
This Agreement shall remain binding in the event of the termination, for
any reason, of employment with the Company.


 


8.                                       Governing Law. 
The formation, construction and interpretation of this Agreement shall
at all times and in all respects be governed by the laws of the State of
Maryland.


 


9.                                       Severable Provisions.  The provisions of this Agreement are
severable, and if any court determines that any provision of this Agreement is
invalid or unenforceable, in whole or in part, any invalidity or
unenforceability shall affect only that provision, and shall not make any other
provision of this Agreement invalid or unenforceable; and this Agreement shall
be narrowed by the court to the extent required to be valid and enforceable.


 


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10.                                 Entire
Agreement.  This Agreement,
together with a separate Stock Option Grant Agreement and Buy-Sell Agreement
entered into between the parties, constitutes the entire agreement between the
parties with respect to the subject matter contained herein, and may not be
modified except in a written document signed by each of the parties
hereto.  No waiver of any breach of any
provision of this Agreement shall constitute a waiver of any other breach of
that or any other provision hereof.


 


IN WITNESS WHEREOF,
the parties have executed the Agreement as of the date first above written.


 


 


	
   

  	
   

  	
  UNDER ARMOUR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: J. Scott Plank

  
	
   

  	
   

  	
  Title: Chief
  Administrative Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Full Name]

  
						



 


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ATTACHMENT
B


 


RELEASE
AGREEMENT


 


I understand and agree
completely to the terms set forth in the Under Armour, Inc Change in Control
Severance Agreement (the “Agreement”).


 


I understand that this
Release, together with the Agreement, constitutes the complete, final and
exclusive embodiment of the entire agreement between the Company and me with
regard to the subject matter hereof.  I
am not relying on any promise or representation by the Company that is not
expressly stated therein.  Certain capitalized
terms used in this Release are defined in the Agreement.


 


I hereby confirm my
obligations under the Company’s Employee Confidentiality, Non-Competition and
Non-Solicitation Agreement.


 


Except as otherwise set
forth in this Release, I hereby generally and completely release the Company
and its parents, subsidiaries, successors, predecessors and affiliates, and its
and their partners, members, directors, officers, employees, stockholders,
shareholders, agents, attorneys, predecessors, insurers, affiliates and
assigns, from any and all claims, liabilities and obligations, both known and
unknown, that arise out of or are in any way related to events, acts, conduct,
or omissions occurring at any time prior to and including the date I sign this
Release.  This general release includes,
but is not limited to:  (a) all claims
arising out of or in any way related to my employment with the Company or the
termination of that employment; (b) all claims related to my compensation or
benefits, including salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any
other ownership interests in the Company (other than compensation and benefits
accrued before any termination of employment or any rights you may have under
stock option grants); (c) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (e) all federal,
state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990 (as amended), the federal Age Discrimination in
Employment Act (as amended), and the federal Employee Retirement Income
Security Act of 1974 (as amended).


 


I understand that I may
consider whether to agree to the terms contained herein for a period of
twenty-one days after the date hereof. 
Accordingly, I will sign and return the acknowledgment copy of this
Release to acknowledge my understanding of and agreement with the
foregoing.  Prior to my signing this
Release, I was advised to consult with an attorney.


 


This Release will become
effective, enforceable and irrevocable seven days after the date on which I
sign it. During the seven-day period prior to this date, I may revoke this
Release to accept the terms hereof by indicating in writing to the Company my
intention to revoke.  I understand that
if I exercise my right to revoke hereunder, I will forfeit my right to receive
any of the special benefits offered to me under the Agreement, and to the
extent such payments have


 


16





















 


already been made, I
agree that I will immediately reimburse the Company for the amounts of such
payment.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Full Name]

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
					



 


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