UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2006
UNDER ARMOUR, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 000-51626 | 52-1990078 | ||
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1020 Hull Street, 3 rd Floor, Baltimore, Maryland | 21230 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (410) 454-6428
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Approval of Form of Award Agreements under Director Compensation Plan
On April 7, 2006, the Board of Directors of Under Armour, Inc. (the “Company”) adopted the Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (“Director Compensation Plan”) and the Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (“DSU Plan”), each effective May 31, 2006. The Company filed a Current Report on Form 8-K on April 13, 2006 describing the Director Compensation Plan and the DSU Plan and filed copies of each plan as an exhibit.
On May 31, 2006, the Compensation Committee of the Board of Directors approved the award of stock options, restricted stock units and deferred stock units as provided under the Director Compensation Plan and the DSU Plan and approved the forms of award agreement for stock options and restricted stock units under the Director Compensation Plan.
A copy of the forms of award agreement under the Director Compensation Plan are included as Exhibits 10.1 through 10.3 to this Form 8-K. The descriptions set forth in this report of the terms and conditions of the awards are qualified in their entirety by reference to the full text of such award agreements.
Approval of Restricted Stock Award to Lead Director
On May 3, 2006, the Board of Directors of the Company appointed A.B. Krongard as Lead Director of the Board, with responsibility for chairing the executive sessions of the non-management directors, serving as a liaison between non-management directors and the Company’s management, and other matters as directed by the Board.
On May 31, 2006, the Compensation Committee of the Board granted to Mr. Krongard 2,000 restricted shares of the Company’s Class A Common Stock as compensation for his services as Lead Director. The shares were granted under and in accordance with the terms and conditions of the Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (the “2005 Plan”) and vest 100% on the date of the Company’s 2007 annual shareholder meeting, or earlier upon the Lead Director’s death or Disability, or upon a Change in Control, as such terms are defined in the 2005 Plan. The restricted stock will be forfeited if the Lead Director leaves the Board prior to vesting.
A copy of the form of award agreement for this grant is included as Exhibit 10.4 to this Form 8-K. The description set forth in this report of the terms and conditions of the award is qualified in its entirety by reference to the full text of such award agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit 10.1: Form of Grant Award Agreement and Notice- Non-Employee Director Initial Restricted Stock Unit Grant
Exhibit 10.2 : Form of Grant Award Agreement and Notice- Non-Employee Director Annual Restricted Stock Unit Grant
Exhibit 10.3 : Form of Grant Award Agreement and Notice- Non-Employee Director Annual Stock Option Award
Exhibit 10.4: Form of Grant Award Agreement and Notice- Non-Employee Director Restricted Stock Grant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNDER ARMOUR, INC. | ||||
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Date: June 6, 2006 |
By: |
/s/ WAYNE A. MARINO |
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Wayne A. Marino Executive Vice President and Chief Financial Officer. |
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Exhibit 10.1
GRANT AWARD AGREEMENT AND NOTICE
NON-EMPLOYEE DIRECTOR
INITIAL RESTRICTED STOCK UNIT GRANT
, 200
Under Armour, Inc. (the “Company”) has granted to you, the Grantee identified below, as a Non-Employee Director of the Company, an Initial Restricted Stock Unit grant. Your Initial Restricted Stock Unit grant has been made pursuant to the terms of the Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (the “Plan”) and the Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (the “Incentive Plan”). The Plan, Incentive Plan and the Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (“Deferral Plan”), along with this Notice, set forth the terms and conditions of this grant. The Plan, Incentive Plan and Deferral Plan are incorporated herein by reference. Acceptance of this grant by you constitutes your acknowledgment that you have received and read copies of the Plan, the Incentive Plan and the Deferral Plan, and your acceptance of all terms and conditions of such plans. Capitalized terms used in this Notice shall have the respective meanings given to such terms in the Plan, unless otherwise defined in this Notice.
| Grantee Name: | _______________________________________________________________ | |
| Grant Date: |
, 200 |
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Number of Restricted Stock Units Granted: |
_____________ |
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| Vesting: |
1 / 3 on , 200 1 / 3 on , 200 1 / 3 on , 200 |
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| Subject to accelerated vesting in accordance with the terms of the Plan and the Incentive Plan, as applicable. | ||
Initial Restricted Stock Units shall be settled in the form of Deferred Stock Units, in accordance with the terms of the Plan and Deferral Plan. By accepting this grant of Initial Restricted Stock Units, you agree to such deferral and agree to be bound by the terms of the Deferral Plan.
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Exhibit 10.2
GRANT AWARD AGREEMENT AND NOTICE
NON-EMPLOYEE DIRECTOR
ANNUAL RESTRICTED STOCK UNIT GRANT
, 200
Under Armour, Inc. (the “Company”) has granted to you, the Grantee identified below, as a Non-Employee Director of the Company, an annual RSU grant. Your RSU grant has been made pursuant to the terms of the Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (the “Plan”) and the Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (the “Incentive Plan”). The Plan, Incentive Plan and the Under Armour, Inc. 2006 Non-Employee Director Deferred Stock Unit Plan (“Deferral Plan”), along with this Notice, set forth the terms and conditions of this grant. The Plan, Incentive Plan and Deferral Plan are incorporated herein by reference. Acceptance of this grant by you constitutes your acknowledgment that you have received and read copies of the Plan, the Incentive Plan and the Deferral Plan, and your acceptance of all terms and conditions of such plans. Capitalized terms used in this Notice shall have the respective meanings given to such terms in the Plan, unless otherwise defined in this Notice.
| Grantee Name: | ________________________________________________________ | |
| Grant Date: | , 200 | |
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Number of Restricted Stock Units Granted: |
_____________ | |
| Vesting: |
100% on the date of the Company’s 200 annual stockholder meeting
Subject to accelerated vesting in accordance with the terms of the Plan and the Incentive Plan, as applicable. |
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Annual RSUs granted to you shall be settled in the form of Deferred Stock Units, in accordance with the terms of the Plan and the Deferral Plan. By accepting this annual RSU grant, you agree to such deferral and agree to be bound by the terms of the Deferral Plan.
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Exhibit 10.3
GRANT AWARD AGREEMENT AND NOTICE
NON-EMPLOYEE DIRECTOR
ANNUAL STOCK OPTION AWARD
, 200
Under Armour, Inc. (the “Company”) has granted to you, the Optionee identified below, as a Non-Employee Director of the Company, non-qualified stock options (an “Option”) to purchase shares of the Company’s Class A Common Stock. Your grant has been made pursuant to the terms of the Under Armour, Inc. 2006 Non-Employee Director Compensation Plan (the “Plan”) and the Under Armour, Inc. 2005 Omnibus Long-term Incentive Plan (the “Incentive Plan”). The Plan and Incentive Plan, along with this Notice, set forth the terms and conditions of this grant. The Plan and Incentive Plan are incorporated herein by reference. Acceptance of this grant by you constitutes your acknowledgment that you have received and read copies of the Plan and the Incentive Plan, and your acceptance of all terms and conditions of such plans. Capitalized terms used in this Notice shall have the respective meanings given to such terms in the Plan, unless otherwise defined in this Notice.
| Optionee Name: | ________________________________________________________ | |
| Grant Date: | , 200 | |
| Number of Options Granted: | _____________ | |
| Exercise Price Per Share: | _____________ | |
| Vesting: |
100% on the date of the Company’s 200 annual stockholder meeting
Subject to accelerated vesting in accordance with the terms of the Plan and the Incentive Plan, as applicable. |
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| Expiration Date: |
Ten (10) years from the Grant Date, or , 20
Subject to earlier expiration in accordance with the terms of the Plan and the Incentive Plan, as applicable. |
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You understand that your ability to exercise, and the manner in which you exercise, the Options is subject to any restrictions or requirements imposed by law or by the Company, generally, or by the terms of the Plan or the Incentive Plan.
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Under Armour, Inc. |
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Exhibit 10.4
GRANT AWARD AGREEMENT AND NOTICE
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK GRANT
, 200
Under Armour, Inc. (the “Company”) has granted to you, the Grantee identified below, as a Non-Employee Director of the Company, restricted shares of the Company’s Class A Common Stock. This restricted stock grant has been made pursuant to the terms of the Under Armour, Inc. 2005 Omnibus Long-Term Incentive Plan (the “Incentive Plan”). The Incentive Plan along with this Notice set forth the terms and conditions of this grant. The Incentive Plan is incorporated herein by reference. Acceptance of this grant by you constitutes your acknowledgment that you have received and read a copy of the Incentive Plan, and your acceptance of all terms and conditions of such plan. Capitalized terms used in this Notice shall have the respective meanings given to such terms in the Incentive Plan, unless otherwise defined in this Notice.
| Grantee Name: | ________________________________________________________ | |
| Grant Date: | , 200 | |
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Number of Restricted Shares Granted: |
_____________ | |
| Vesting: | 100% on the date of the Company’s 200_ annual stockholder meeting, or earlier upon your death or Disability or upon a Change in Control. If you cease to be a director of the Company prior to vesting of the restricted shares, the restricted shares shall be forfeited on the date you cease to be a director. | |
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