Exhibit 10.28


 


RESTRICTED STOCK GRANT AGREEMENT


 


THIS AGREEMENT, made as of this      
day of                   ,
2005, (the “Agreement”) between UNDER ARMOUR, INC. (the “Company”)
and
                    
(the “Participant”).


 


WHEREAS, the Company has adopted the 2005 Omnibus Long-Term
Incentive Plan (the “Plan”) to promote the interests of the Company and
its stockholders by providing the Company’s key employees and others with an
appropriate incentive to encourage them to continue in the employ of the Company
and to improve the growth and profitability of the Company; and


 


WHEREAS, the Plan provides for the Grant to
Participants in the Plan of restricted shares of Stock of the Company.


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter set forth, the parties hereto hereby agree as
follows:


 


1.             Investment.  The Participant represents that the shares of
Restricted Stock (as defined herein) are being acquired for investment and not
with a view toward the distribution thereof.


 


2.             Grant
of Restricted Stock.  Pursuant to,
and subject to, the terms and conditions set forth herein and in the Plan, the
Company hereby grants to the Participant an Award of 100 shares of Stock of the
Company (collectively, the “Restricted Stock”).  The Purchase Price for the Restricted Stock
shall be paid by the Participant’s past services to the Company.


 


3.             Grant
Date.  The Grant Date of the
Restricted Stock hereby granted is                  ,
2005.


 


4.             Incorporation
of the Plan.  All terms, conditions
and restrictions of the Plan are incorporated herein and made part hereof as if
stated herein.  If there is any conflict
between the terms and conditions of the Plan and this Agreement, the terms and
conditions of this Agreement, as interpreted by the Board, or a Committee
thereof, shall govern.  Unless otherwise
indicated herein, all capitalized terms used herein shall have the meanings
given to such terms in the Plan.


 


5.             Vesting
Date.  The Restricted Stock shall
become vested as follows: 50 shares of Restricted Stock shall vest on the first
anniversary of the Grant Date; and 50 shares of Restricted Stock shall vest on
the second anniversary of the Grant Date; provided that the Participant
remains continuously employed by the Company through each such applicable
vesting date.  Notwithstanding the
foregoing, (i) in the event that the Participant’s employment is terminated on
account of the Participant’s death or Disability at any time, all unvested
shares of Restricted Stock not previously forfeited shall immediately vest on
such date of termination and (ii) in the event of a Change in Control, all
unvested shares of Restricted Stock not previously forfeited shall vest on such
Change in Control.


 


6.             Forfeiture.  Subject to the provisions of the Plan and
Section 5 of this Agreement, with respect to the shares of Restricted Stock
which have not become vested on the date the


 





















 


Participant’s employment is terminated, the Award of Restricted Stock
shall expire and such unvested shares of Restricted Stock shall immediately be
forfeited on such date.


 


7.             Delays
or Omissions.  No delay or omission
to exercise any right, power, or remedy accruing to any party hereto upon any
breach or default of any party under this Agreement, shall impair any such
right, power or remedy of such party nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of any similar
breach or default thereafter occurring nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring.  Any waiver,
permit, consent or approval of any kind or character on the part of any party
of any breach or default under this Agreement, or any waiver on the part of any
party or any provisions or conditions of this Agreement, shall be in writing
and shall be effective only to the extent specifically set forth in such
writing.


 


8.             Integration.  This Agreement and the Plan contain the
entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements,
promises, representations, warranties, covenants or undertakings with respect
to the subject matter hereof other than those expressly set forth herein and in
the Plan.  This Agreement and the Plan
supersede all prior agreements and understandings between the parties with
respect to its subject matter.


 


9.             Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.


 


10.           Governing
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of Maryland, without regard to the provisions governing conflict of laws.


 


11.           Participant
Acknowledgment.  The Participant
hereby acknowledges receipt of a copy of the Plan.  The Participant hereby acknowledges that all
decisions, determinations and interpretations of the Board, or a Committee
thereof, in respect of the Plan, this Agreement and this Award of Restricted
Stock shall be final and conclusive.


 


IN WITNESS WHEREOF, the Company has caused this
Agreement to be duly executed by its duly authorized officer and said
Participant has hereunto signed this Agreement on the Participant’s own behalf,
thereby representing that the Participant has carefully read and understands
this Agreement and the Plan as of the day and year first written above.


 


	
   

  	
  UNDER ARMOUR, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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