__________________________________________________________________


 


UNDER ARMOUR, INC.


 


2005 OMNIBUS LONG-TERM INCENTIVE PLAN


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TABLE OF CONTENTS



	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	 Page  
	  
	 1.  	  	 PURPOSE  	  	  	  	 1  
	 2.  	  	 DEFINITIONS  	  	  	  	 1  
	 3.  	  	 ADMINISTRATION OF THE PLAN  	  	 5  
	  	  	 3.1.  	 General  	  	 5  
	  	  	 3.2.  	 Deferral Arrangement  	  	 6  
	  	  	 3.3.  	 No Liability  	  	 6  
	  	  	 3.4.  	 Book Entry  	  	 6  
	 4.  	  	 STOCK SUBJECT TO THE PLAN  	  	 6  
	 5.  	  	 EFFECTIVE DATE, DURATION AND AMENDMENTS  	  	 7  
	  	  	 5.1.  	 Term  	  	  	  	 7  
	  	  	 5.2.  	 Amendment and Termination of the Plan  	  	 7  
	 6.  	  	 AWARD ELIGIBILITY AND LIMITATIONS  	  	 7  
	  	  	 6.1.  	 Service Providers and Other Persons  	  	 7  
	  	  	 6.2.  	 Successive Awards  	  	 8  
	  	  	 6.3.  	 Stand-Alone, Additional, Tandem, and Substitute Awards  	  	 8  
	 7.  	  	 AWARD AGREEMENT  	  	 8  
	 8.  	  	 TERMS AND CONDITIONS OF OPTIONS  	  	 9  
	  	  	 8.1.  	 Option Price  	  	 9  
	  	  	 8.2.  	 Vesting  	  	 9  
	  	  	 8.3.  	 Term  	  	  	  	 9  
	  	  	 8.4.  	 Termination of Service  	  	 9  
	  	  	 8.5.  	 Limitations on Exercise of Option  	  	 9  
	  	  	 8.6.  	 Method of Exercise  	  	 10  
	  	  	 8.7.  	 Rights of Holders of Options  	  	 10  
	  	  	 8.8.  	 Delivery of Stock Certificates  	  	 10  
	  	  	 8.9.  	 Transferability of Options  	  	 10  
	  	  	 8.10.  	 Family Transfers  	  	 10  
	  	  	 8.11.  	 Limitations on Incentive Stock Options  	  	 11  
	 9.  	  	 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS  	  	 11  
	  	  	 9.1.  	 Right to Payment  	  	 11  
	  	  	 9.2.  	 Other Terms  	  	 11  
	 10.  	  	 TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK  	  	  
	  	  	 UNITS  	  	  	  	 12  
	  	  	 10.1.  	 Restrictions  	  	 12  
	  	  	 10.2.  	 Restricted Stock Certificates  	  	 12  
	  	  	 10.3.  	 Rights of Holders of Restricted Stock  	  	 12  
	  	  	 10.4.  	 Rights of Holders of Restricted Stock Units  	  	 12  
	  	  	  	 10.4.1.    Voting and Dividend Rights     	  	 12  
	  	  	  	 10.4.2.     Creditor’s Rights  	  	 13  
	  	  	 10.5.  	 Termination of Service  	  	 13  
	  	  	 10.6.  	 Purchase of Restricted Stock  	  	 13  
	  	  	 10.7.  	 Delivery of Stock  	  	 13  
	  	  	  	  	  	  	  	  


 



	 


 



	
             
 	
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	 11.  	  	 TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS  	  	 13  
	 12.  	  	 FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK  	  	 14  
	  	  	 12.1.  	 General Rule  	  	 14  
	  	  	 12.2.  	 Surrender of Stock  	  	 14  
	  	  	 12.3.  	 Cashless Exercise  	  	 14  
	  	  	 12.4.  	 Other Forms of Payment  	  	 14  
	 13.  	  	 TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS  	  	 15  
	  	  	 13.1.  	 Dividend Equivalent Rights  	  	 15  
	  	  	 13.2.  	 Termination of Service  	  	 15  
	 14.  	  	 TERMS AND CONDITIONS OF PERFORMANCE AND ANNUAL  	  	  
	  	  	 INCENTIVE AWARDS  	  	 15  
	  	  	 14.1.  	 Performance Conditions  	  	 15  
	  	  	 14.2.  	 Performance or Annual Incentive Awards Granted to  	  	  
	  	  	  	 Designated Covered Employees  	  	 16  
	  	  	  	 14.2.1.        Performance Goals Generally  	  	 16  
	  	  	  	 14.2.2.       Business Criteria  	  	 16  
	  	  	  	 14.2.3.        Timing for Establishing Performance Goals  	  	 16  
	  	  	  	 14.2.4.        Settlement of Performance or Annual Incentive  Awards; Other Terms	  	  
	  	  	 14.3.  	 Written Determinations  	  	 17  
	  	  	 14.4.  	 Status of Section 14.2 Awards Under Code Section 162(m)  	  	 17  
	 15.  	  	 REQUIREMENTS OF LAW  	  	 17  
	  	  	 15.1.  	 General.  	  	 17  
	  	  	 15.2.  	 Rule 16b-3  	  	 18  
	 16.  	  	 EFFECT OF CHANGES IN CAPITALIZATION  	  	 19  
	  	  	 16.1.  	 Changes in Stock  	  	 19  
	  	  	 16.2.  	 Definition of Change in Control  	  	 19  
	  	  	 16.3.  	 Effect of Change of Change in Control  	  	 20  
	  	  	 16.4.  	 Reorganization Which Does Not Constitute a Change in  	  	  
	  	  	  	 Control  	  	  	  	 20  
	  	  	 16.5.  	 Adjustments  	  	 21  
	  	  	 16.6.  	 No Limitations on Company  	  	 21  
	 17.  	  	 GENERAL PROVISIONS  	  	 21  
	  	  	 17.1.  	 Disclaimer of Rights  	  	 21  
	  	  	 17.2.  	 Nonexclusivity of the Plan  	  	 21  
	  	  	 17.3.  	 Withholding Taxes  	  	 22  
	  	  	 17.4.  	 Captions  	  	 22  
	  	  	 17.5.  	 Other Provisions  	  	 22  
	  	  	 17.6.  	 Number and Gender  	  	 22  
	  	  	 17.7.  	 Severability  	  	 22  
	  	  	 17.8.  	 Governing Law  	  	 23  
	  	  	 17.9.  	 Section 409A  	  	 23  
	  	  	  	 17.9.1. Short-Term Deferrals  	  	 23  
	  	  	  	 17.9.2. Adjustments  	  	 23  
	  
	  	  	  	  	  	  	  	  


 


 


 


 



	
             
 	
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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 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 


 


 



	
             
 	
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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.


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


 


 



	
             
 	
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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.


 


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.

 


 



	
             
 	
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            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 (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 


 


 



	
             
 	
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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.  


 


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 


 



	
             
 	
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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.


 



	
            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.


 


 



	
             
 	
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            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.



	
            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.


 


 



	
             
 	
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            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.  



	
             
  	
            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.  


 


 



	
             
 	
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            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 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 


 



	
             
 	
            10
 	
             
 



 


 








 


$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.



	
            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.  


 


 



	
             
 	
            11
 	
             
 



 


 








 


 



	
             
  	
            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.


 



	
             
  	
            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.


 


 



	
             
 	
            12
 	
             
 



 


 








 


 



	
             
  	
            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 (“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.


 


 



	
             
 	
            13
 	
             
 



 


 








 


 



	
             
  	
            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 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 


 



	
             
 	
            14
 	
             
 



 


 








 


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 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 


 



	
             
 	
            15
 	
             
 



 


 








 


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 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.


 


 



	
             
 	
            16
 	
             
 



 


 








 


 



	
             
  	
            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 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 


 



	
             
 	
            17
 	
             
 



 


 








 


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 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 


 



	
             
 	
            18
 	
             
 



 


 








 


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 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.
 




 


 


 



	
             
 	
            19
 	
             
 



 


 








 


 


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 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.


 


 



	
             
 	
            20
 	
             
 



 


 








 


 



	
            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 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 


 



	
             
 	
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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 (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 


 


 


	
             
 	
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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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